BOK FINANCIAL CORP - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2019



☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ______________

Commission File No. 0-19341

BOK FINANCIAL CORP ET AL

(Exact name of registrant as specified in its charter)



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: 70,858,010 shares of common stock ($.00006 par value) as of September 30, 2019.

BOK Financial Corporation

Form 10-Q

Quarter Ended September 30, 2019

Index



Part I. Financial Information
Management’s Discussion and Analysis (Item 2)	1
Market Risk (Item 3)	37
Controls and Procedures (Item 4)	41
Consolidated Financial Statements – Unaudited (Item 1)	42
Quarterly Financial Summary – Unaudited (Item 2)	101
Quarterly Earnings Trend – Unaudited	104

Part II. Other Information
Item 1. Legal Proceedings	104
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	104
Item 6. Exhibits	104
Signatures	105

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

Performance Summary

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

Highlights of the third quarter of 2019 included:

•

Net interest revenue totaled $279.1 million, up $38.2 million over the third quarter of 2018. The acquisition of CoBiz Financial ("CoBiz") in the fourth quarter of 2018 added $40.6 million to net interest revenue in the third quarter of 2019. Net interest margin was 3.01 percent for the third quarter of 2019 compared to 3.21 percent for the third quarter of 2018. Average earning assets were $37.7 billion for the third quarter of 2019 compared to $30.0 billion for the third quarter of 2018. Net interest revenue decreased $6.3 million compared to the second quarter of 2019 while net interest margin decreased 29 basis points. Falling interest rates compressed the margin by 9 basis points compared to the second quarter of 2019.

•

Fees and commissions revenue totaled $186.1 million, an increase of $35.3 million over the third quarter of 2018. Brokerage and trading revenue increased $20.8 million and mortgage banking revenue increased $6.6 million as lower mortgage interest rates have increased mortgage production and related trading activity. Fees and commissions revenue increased $10.0 million over the second quarter of 2019 largely due to increases in brokerage and trading and mortgage banking revenue.

•

Other operating expense totaled $279.3 million, a $26.7 million increase over the third quarter of 2018. Expenses related to CoBiz operations added $20.8 million in the third quarter of 2019. Excluding CoBiz operations, personnel expense increased $5.7 million, primarily due to an increase in regular compensation. Non-personnel expense remained relatively consistent with the third quarter of 2018. Operating expense increased $2.2 million over the second quarter of 2019. Personnel expense increased $2.2 million with an increase in incentive compensation partially offset by a decrease in employee benefits. Non-personnel expense was largely unchanged compared to the second quarter of 2019.


•	The effective tax rate was 18.6 percent for the third quarter of 2019, 22.8 percent for the third quarter of 2018 and 21.4 percent for the second quarter of 2019. Income tax expense decreased $5.2 million compared to the second quarter of 2019 primarily due to the completion of 2018 tax filings and tax credit projects.

•

The Company recorded a provision for credit losses of $12.0 million in the third quarter of 2019. A provision of $5.0 million was recorded in the second quarter of 2019 and a provision of $4.0 million was recorded in the third quarter of 2018. Nonperforming assets not guaranteed by U.S. government agencies decreased $6.8 million compared to June 30, 2019. Potential problem loans decreased $18 million while other loans especially mentioned increased $38 million. Net charge-offs were $10.6 million or 0.19 percent of average loans for the third quarter of 2019, compared to net charge-offs of $7.7 million or 0.14 percent of average loans for the second quarter of 2019. The combined allowance for credit losses totaled $206 million or 0.92 percent of outstanding loans at September 30, 2019 compared to $204 million or 0.92 percent of outstanding loans at June 30, 2019.


•	Period-end outstanding loan balances totaled $22.3 billion at September 30, 2019, an increase of $30 million over June 30, 2019. Average loan balances grew $409 million to $22.4 billion at September 30, 2019.


•	Period-end deposits were $26.2 billion at September 30, 2019, an $862 million increase compared to June 30, 2019. Interest-bearing transaction deposits increased $670 million while demand deposit balances increased $177 million. Average deposits increased $538 million, including a $619 million increase in interest-bearing deposits partially offset by a $124 million decrease in demand deposits.

•

The common equity Tier 1 capital ratio at September 30, 2019 was 11.06 percent. Other regulatory capital ratios were Tier 1 capital ratio, 11.06 percent, total capital ratio, 12.56 percent, and leverage ratio, 8.41 percent. At June 30, 2019, the common equity Tier 1 capital ratio was 10.84 percent, the Tier 1 capital ratio was 10.84 percent, total capital ratio was 12.34 percent, and leverage ratio was 8.75 percent.

- 1 -


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

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Results of Operations

Net Interest Revenue and Net Interest Margin

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

Tax-equivalent net interest revenue totaled $282.0 million for the third quarter of 2019, up from $242.8 million in the third quarter of 2018. CoBiz added $40.6 million to net interest revenue, including $10.9 million of net purchase accounting discount accretion in the third quarter of 2019. Table 1 shows the effect on net interest revenue from changes in average balances and interest rates for various types of earning assets and interest-bearing liabilities.

Net interest margin was 3.01 percent for the third quarter of 2019, compared to 3.21 percent for the third quarter of 2018. The tax-equivalent yield on earning assets was 4.25 percent, up 21 basis points over the third quarter of 2018. Loan yields increased 32 basis points to 5.12 percent primarily due to an increase in short-term interest rates and higher yields on acquired loans. The yield on interest-bearing cash and cash equivalents increased 44 basis points to 2.42 percent. The available for sale securities portfolio yield increased 23 basis points to 2.60 percent. The yield on trading securities decreased 49 basis points to 3.49 percent and the yield on fair value option securities decreased 46 basis points to 2.79 percent.

Funding costs were up 43 basis points over the third quarter of 2018. The cost of interest-bearing deposits increased 40 basis points and the cost of other borrowed funds increased 27 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 44 basis points for the third quarter of 2019, up 2 basis points over the third quarter of 2018.

Average earning assets for the third quarter of 2019 increased $7.7 billion or 26 percent over the third quarter of 2018. Average loans, net of allowance for loan losses, increased $4.2 billion, including acquired loans. Available for sale securities, increased $2.6 billion and fair value option securities, which we hold as an economic hedge against changes in fair value of our mortgage servicing rights, increased $1.1 billion. Approximately $1.7 billion of these lower yielding fixed-rate assets were added in the second and third quarters of 2019 in order to reduce our exposure to falling short-term interest rates. Interest-bearing cash and cash equivalent balances decreased $188 million.

Average deposits increased $3.8 billion compared to the third quarter of 2018, including acquired deposits. Interest bearing deposits increased $3.3 billion while demand deposit balances increased $435 million. Average borrowed funds increased $4.3 billion over the third quarter of 2018.

Tax-equivalent net interest revenue decreased $6.9 million compared to the second quarter of 2019. Recoveries of foregone interest on nonaccruing loans added $3.4 million to the second quarter of 2019. The third quarter of 2019 included $10.9 million of purchase accounting discount accretion while the second quarter of 2019 included $13.4 million.

Average earning assets increased $2.3 billion compared to the second quarter of 2019. Average available for sale securities increased $1.3 billion due to repositioning the balance sheet for additional interest rate decreases. Average fair value option securities balances increased $655 million. Average loan balances were up $409 million. Average borrowed funds increased $2.0 billion and average interest-bearing deposit balances increased $662 million compared to the second quarter of 2019.

Net interest margin was 3.01 percent compared to 3.30 percent in the previous quarter. Net interest margin was reduced 9 basis points due to available for sale securities expansion and 4 basis points due to the increase in the fair value hedge portfolio. In addition, lower foregone interest recoveries and discount accretion reduced net interest margin by 7 basis points. Falling interest rates compressed the net interest margin by an additional 9 basis points.

Excluding recoveries of forgone interest, the yield on average earning assets decreased 22 basis points while the yield on the loan portfolio decreased 21 basis points. The yield on the available for sale securities portfolio decreased 3 basis points and the yield on the trading securities portfolio was down 10 basis points.

- 3 -

Funding costs decreased 2 basis points. The cost of interest-bearing deposits increased 4 basis points and the cost of other borrowed funds decreased 22 basis points. The benefit to net interest margin from assets funded by non-interest liabilities decreased 5 basis points to 44 basis points.

Our overall objective is to manage the Company’s balance sheet to be relatively neutral to changes in interest rates as is further described in the Market Risk section of this report. Approximately 78% of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that reprice more slowly than the loans. The result is a balance sheet that would be asset sensitive, which means that assets generally reprice more quickly than liabilities. One of the strategies that we use to manage toward a relative rate-neutral position is to purchase fixed-rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market-rate-sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk.

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

Table 1 -- Volume/Rate Analysis

(In thousands)



	Three Months Ended Sept. 30, 2019 / 2018									Nine Months Ended Sept. 30, 2019 / 2018
				Change Due To¹									Change Due To¹
	Change			Volume			Yield/Rate			Change			Volume			Yield/Rate
Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents	$	(391	)	$	(1,047	)	$	656		$	(9,284	)	$	(15,071	)	$	5,787
Trading securities	(2,873		)	(764		)	(2,109		)	10,633			11,295			(662		)
Investment securities	(422		)	(605		)	183			(1,044		)	(1,958		)	914
Available for sale securities	18,724			13,469			5,255			42,022			21,303			20,719
Fair value option securities	6,827			8,021			(1,194		)	10,821			10,850			(29		)
Restricted equity securities	2,326			2,354			(28		)	4,662			4,159			503
Residential mortgage loans held for sale	(260		)	14			(274		)	(1,020		)	(782		)	(238		)
Loans	69,071			52,657			16,414			245,537			160,739			84,798
Total tax-equivalent interest revenue	93,002			74,099			18,903			302,327			190,535			111,792
Interest expense:
Transaction deposits	18,684			6,805			11,879			53,441			14,128			39,313
Savings deposits	82			15			67			232			40			192
Time deposits	3,616			653			2,963			10,127			896			9,231
Funds purchased and repurchase agreements	11,963			7,851			4,112			31,719			17,771			13,948
Other borrowings	17,614			13,751			3,863			55,016			21,239			33,777
Subordinated debentures	1,788			1,824			(36		)	5,283			5,459			(176		)
Total interest expense	53,747			30,899			22,848			155,818			59,533			96,285
Tax-equivalent net interest revenue	39,255			43,200			(3,945		)	146,509			131,002			15,507
Change in tax-equivalent adjustment	1,042									3,060
Net interest revenue	$	38,213								$	143,449


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

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Other Operating Revenue

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

Table 2 – Other Operating Revenue

(In thousands)



	Three Months Ended September 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
	2019			2018			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
Brokerage and trading revenue	$	43,840		$	23,086		$	20,754		90	%	$	40,526		$	3,314		8	%
Transaction card revenue	22,015			21,396			619			3	%	21,915			100			—	%
Fiduciary and asset management revenue	43,621			57,514			(13,893		)	(24	)%	45,025			(1,404		)	(3	)%
Deposit service charges and fees	28,837			27,765			1,072			4	%	28,074			763			3	%
Mortgage banking revenue	30,180			23,536			6,644			28	%	28,131			2,049			7	%
Other revenue	17,626			12,900			4,726			37	%	12,437			5,189			42	%
Total fees and commissions revenue	186,119			166,197			19,922			12	%	176,108			10,011			6	%
Other gains (losses), net	4,544			2,754			1,790			N/A		3,480			1,064			N/A
Gain (loss) on derivatives, net	3,778			(2,847		)	6,625			N/A		11,150			(7,372		)	N/A
Gain (loss) on fair value option securities, net	4,597			(4,385		)	8,982			N/A		9,853			(5,256		)	N/A
Change in fair value of mortgage servicing rights	(12,593		)	5,972			(18,565		)	N/A		(29,555		)	16,962			N/A
Gain (loss) on available for sale securities, net	5			250			(245		)	N/A		1,029			(1,024		)	N/A
Total other operating revenue	$	186,450		$	167,941		$	18,509		11	%	$	172,065		$	14,385		8	%

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

Brokerage and Trading Revenue

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage and investment banking, increased $20.8 million or 90 percent compared to the third quarter of 2018.

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Trading revenue includes net realized and unrealized gains and losses primarily related to sales of U.S. government securities, residential mortgage-backed securities guaranteed by U.S. government agencies, municipal securities and asset-backed securities to institutional customers and related derivative instruments. Trading revenue was $24.1 million for the third quarter of 2019, a $19.3 million or 399 percent increase compared to the third quarter of 2018. Lower mortgage interest rates have led to increased trading activity. This increase also includes a shift from our customer hedging portfolio.

Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Derivative Programs in Note 3 of the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Customer hedging revenue totaled $4.7 million for the third quarter of 2019, a $3.8 million or 45 percent decrease compared to the third quarter of 2018. The decrease is primarily due to a shift in the mix of our to-be-announced residential mortgage backed securities contracts from our customer hedging program to our U.S. government agency residential mortgage-backed trading program. The resulting increased activity remains within our established market risk limits as discussed further in Management's Discussion & Analysis – Market Risk section following.

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

Insurance brokerage fees increased $2.7 million compared to the third quarter of 2018 due to the addition of CoBiz.

Brokerage and trading revenue increased $3.3 million compared to the previous quarter, primarily due to increased trading activity as a result of lower mortgage interest rates combined with increased syndication activity.

Fiduciary and Asset Management Revenue

Fiduciary and asset management revenue is earned through managing or holding of assets for customers and executing transactions or providing related services. Approximately 90 percent of fiduciary and asset management revenue is primarily based on the fair value of assets. Rates applied to asset values vary based on the nature of the relationship. Fiduciary relationships and managed asset relationships generally have higher fee rates than non-fiduciary and/or managed relationships. Fiduciary and asset management revenue increased $1.5 million or 4 percent compared to the third quarter of 2018. Fiduciary and asset management revenue decreased $1.4 million or 3 percent compared the second quarter of 2019, primarily due to seasonal tax fees earned in the second quarter.

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

Table 3 -- Assets Under Management or Administration



	Three Months Ended
	September 30, 2019						September 30, 2018							June 30, 2019
	Balance		Revenue¹		Margin²		Balance		Revenue¹			Margin²		Balance		Revenue¹		Margin²
Managed fiduciary assets:
Personal	$	8,513,380	$	23,619	1.11	%	$	8,076,312	$	22,921		1.14	%	$	8,516,076	$	26,134	1.23	%
Institutional	14,796,223		5,846		0.16	%	13,568,115		5,504			0.16	%	14,286,046		6,283		0.18	%
Total managed fiduciary assets	23,309,603		29,465		0.51	%	21,644,427		28,425			0.53	%	22,802,122		32,417		0.57	%

Non-managed assets:
Fiduciary	25,950,094		13,910		0.21	%	23,915,680		28,591		³	0.48	%	26,494,774		12,275		0.19	%
Non-fiduciary	15,133,544		246		0.01	%	16,146,102		498			0.01	%	15,894,874		333		0.01	%
Safekeeping and brokerage assets under administration	16,403,708		—		—	%	15,921,806		—			—	%	16,582,832		—		—	%
Total non-managed assets	57,487,346		14,156		0.10	%	55,983,588		29,089			0.21	%	58,972,480		12,608		0.09	%

Total assets under management or administration	$	80,796,949	$	43,621	0.22	%	$	77,628,015	$	57,514		0.30	%	$	81,774,602	$	45,025	0.22	%


¹	Fiduciary and asset management revenue includes asset-based and other fees associated with the assets.


²	Annualized revenue divided by period-end balance.

³ A $15.4 million fee earned through client asset management added 8 basis points to the margin in the third quarter of 2018.

A summary of changes in assets under management or administration for the three months ended September 30, 2019 and 2018 follows:

Table 4 -- Changes in Assets Under Management or Administration



	Three Months Ended September 30,
	2019			2018
Beginning balance	$	81,774,602		$	78,873,446
Net inflows (outflows)	(1,230,466		)	(2,921,653		)
Net change in fair value	252,813			1,676,222
Ending balance	$	80,796,949		$	77,628,015

Mortgage Banking Revenue

Mortgage banking revenue increased $6.6 million or 28 percent compared to the third quarter of 2018. Mortgage loan production volumes increased $315 million or 53 percent as average primary mortgage interest rates have decreased. The gain on sale margin increased 30 basis points to 1.51 percent in the third quarter of 2019.

Mortgage banking revenue increased $2.0 million or 7 percent compared to the second quarter of 2019. Lower mortgage interest rates during the quarter led to an increase in mortgage production. Gain on sale margin improved 5 basis points over the prior quarter.

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Table 5 – Mortgage Banking Revenue

(In thousands)



	Three Months Ended September 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
	2019			2018			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
Mortgage production revenue	$	13,814		$	7,250		$	6,564		91	%	$	11,869		$	1,945		16	%

Mortgage loans funded for sale	$	877,280		$	651,076							$	729,841
Add: Current period end outstanding commitments	379,377			197,752								344,087
Less: Prior period end outstanding commitments	344,087			251,231								263,434
Total mortgage production volume	$	912,570		$	597,597		$	314,973		53	%	$	810,494		$	102,076		13	%

Mortgage loan refinances to mortgage loans funded for sale	56		%	23		%	3,300		bps			31		%	2,500		bps
Gains on sale margin	1.51		%	1.21		%	30		bps			1.46		%	5		bps
Primary mortgage interest rates:
Average	3.66		%	4.57		%	(91		) bps			4.01		%	(35		) bps
Period end	3.64		%	4.72		%	(108		) bps			3.73		%	(9		) bps

Mortgage servicing revenue	$	16,366		$	16,286		$	80		—	%	$	16,262		$	104		1	%
Average outstanding principal balance of mortgage loans serviced for others	21,172,874			21,895,041			(722,167		)	(3	)%	21,418,690			(245,816		)	(1	)%

Average mortgage servicing revenue rates	0.31		%	0.30		%	1		bp			0.30		%	1		bp

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

Net gains on other assets, securities and derivatives

As discussed in the Market Risk section following, the fair value of our mortgage servicing rights ("MSRs") changes in response to changes in primary mortgage loan rates and other assumptions. We attempt to mitigate the earnings volatility caused by changes in the fair value of MSRs by designating certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs. The increase in the total economic cost of changes in the fair value of mortgage servicing rights, net of economic hedges is due to the combination of unhedgeable factors and significant mortgage interest rate volatility during the year.

Table 6 - Gain (Loss) on Mortgage Servicing Rights

(In thousands)



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


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

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Other Operating Expense

Other operating expense for the third quarter of 2019 totaled $279.3 million, up $26.7 million compared to the third quarter of 2018 and $2.2 million compared to the second quarter of 2019. Operating expenses in the third quarter of 2019 included $20.8 million of CoBiz operating expenses.

Table 7 – Other Operating Expense

(In thousands)



	Three Months Ended September 30,				Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019		Increase (Decrease)			% Increase (Decrease)
	2019		2018		Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019		Increase (Decrease)			% Increase (Decrease)
Regular compensation	$	97,014	$	86,262	$	10,752		12	%	$	98,247	$	(1,233	)	(1	)%
Incentive compensation:
Cash-based	38,316		31,430		6,886			22	%	33,155		5,161			16	%
Share-based	3,471		3,935		(464		)	(12	)%	2,734		737			(27	)%
Deferred compensation	1,124		2,126		(1,002		)	N/A		1,534		(410		)	N/A
Total incentive compensation	42,911		37,491		5,420			14	%	37,423		5,488			15	%
Employee benefits	22,648		19,778		2,870			15	%	24,672		(2,024		)	(8	)%
Total personnel expense	162,573		143,531		19,042			13	%	160,342		2,231			1	%
Business promotion	8,859		7,620		1,239			16	%	10,142		(1,283		)	(13	)%
Charitable contributions to BOKF Foundation	—		—		—			N/A		1,000		(1,000		)	N/A
Professional fees and services	12,312		13,209		(897		)	(7	)%	13,002		(690		)	(5	)%
Net occupancy and equipment	27,558		23,394		4,164			18	%	26,880		678			3	%
Insurance	4,220		6,232		(2,012		)	(32	)%	6,454		(2,234		)	(35	)%
Data processing and communications	31,915		31,665		250			1	%	29,735		2,180			7	%
Printing, postage and supplies	3,825		3,837		(12		)	—	%	4,107		(282		)	(7	)%
Net losses and operating expenses of repossessed assets	1,728		4,044		(2,316		)	(57	)%	580		1,148			198	%
Amortization of intangible assets	5,064		1,603		3,461			216	%	5,138		(74		)	(1	)%
Mortgage banking costs	14,975		11,741		3,234			28	%	11,545		3,430			30	%
Other expense	6,263		5,741		522			9	%	8,212		(1,949		)	(24	)%
Total other operating expense	$	279,292	$	252,617	$	26,675		11	%	$	277,137	$	2,155		1	%

Average number of employees (full-time equivalent)	5,101		4,870		231			5	%	5,123		(22		)	—	%

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

Personnel expense

Personnel expense increased $19.0 million over the third quarter of 2018. CoBiz operating expenses added $13.4 million to the third quarter of 2019. The remaining increase of $5.7 million is largely attributed to standard annual merit increases in regular compensation and incentive compensation.

Personnel expense increased $2.2 million compared the second quarter of 2019. Incentive compensation increased $5.5 million led by an increase in cash based incentive compensation primarily due to increased sales activities in wealth management and commercial banking. Increased incentive compensation was partially offset by a decrease in regular compensation of $1.2 million and employee benefits of $2.0 million. Employee benefits expense was down largely due to a seasonal decrease in payroll taxes.

- 9 -

Non-personnel operating expense

Non-personnel operating expense increased $7.6 million over the third quarter of 2018. CoBiz operating expenses added $7.4 million to the third quarter of 2019. Mortgage banking costs increased $3.2 million due to increased prepayment speeds as mortgage interest rates decline resulting in increased amortization of mortgage servicing rights. Occupancy and equipment expense increased $2.2 million, largely related to the Cobiz acquisition. Insurance expense decreased $2.6 million primarily due to the elimination of a large bank deposit insurance surcharge assessed by the FDIC. Net losses and expenses on repossessed assets decreased $2.3 million due to decreased expenses on certain oil and gas properties and a writedown on a healthcare property in the third quarter of 2018. Professional fees and services decreased $1.2 million largely due to CoBiz acquisition costs in the third quarter of 2018.

Non-personnel expense was relatively consistent compared to the second quarter of 2019. Mortgage banking costs increased $3.4 million primarily due to an increase in amortization of mortgage servicing rights as lower interest rates drive an increase in prepayment speeds. In addition, data processing and communications expense increased $2.2 million and net losses and expenses of repossessed assets increased $1.1 million.

Insurance expense decreased $2.2 million, other expense decreased $1.9 million, and business promotion expense decreased $1.3 million, all following higher activity in the second quarter of 2019 largely related to the CoBiz acquisition.

Income Taxes

The effective tax rate was 18.6 percent for the third quarter of 2019, 22.8 percent for the third quarter of 2018 and 21.4 percent second quarter of 2019. Income tax expense decreased $5.2 million compared to the second quarter of 2019 primarily due to the completion of 2018 tax filings and tax credit projects.

Lines of Business

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

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

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

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

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

- 10 -

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

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

As shown in Table 8, net income attributable to our lines of business was up $19.6 million or 16 percent over the third quarter of 2018. Net interest revenue grew by $38.7 million over the prior year, primarily due to the CoBiz acquisition combined with growth in average loan balances. Other operating revenue increased by $21.3 million and operating expense increased by $28.2 million compared to the third quarter of 2018. Net income attributed to Funds Management and other in the third quarter was positively affected by the increase in our available-for-sale securities portfolio and the impact of lower interest rates on the transfer pricing of funds provided by the operating segments.

Table 8 -- Net Income by Line of Business

(In thousands)



	Three Months Ended September 30,					Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
	2019		2018			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
Commercial Banking	$	101,573	$	84,964		$	16,609		20	%	$	106,936		$	(5,363	)	(5	)%
Consumer Banking	16,640		8,015			8,625			108	%	16,342			298			2	%
Wealth Management	23,206		28,866			(5,660		)	(20	)%	25,544			(2,338		)	(9	)%
Subtotal	141,419		121,845			19,574			16	%	148,822			(7,403		)	(5	)%
Funds Management and other	812		(4,589		)	5,401			N/A		(11,259		)	12,071			N/A
Total	$	142,231	$	117,256		$	24,975		21	%	$	137,563		$	4,668		3	%

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

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Commercial Banking

Commercial Banking contributed $101.6 million to consolidated net income in the third quarter of 2019, an increase of $16.6 million or 20 percent over the third quarter of 2018. Growth in net interest revenue and fees and commissions revenue was partially offset by increased operating expense.

Table 9 -- Commercial Banking

(Dollars in thousands)



	Three Months Ended September 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
	2019			2018			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
Net interest revenue from external sources	$	243,944		$	187,417		$	56,527		30	%	$	251,084		$	(7,140	)	(3	)%
Net interest expense from internal sources	(63,797		)	(42,270		)	(21,527		)	51	%	(65,470		)	1,673			(3	)%
Total net interest revenue	180,147			145,147			35,000			24	%	185,614			(5,467		)	(3	)%
Net loans charged off	9,505			8,047			1,458			18	%	6,823			2,682			39	%
Net interest revenue after net loans charged off	170,642			137,100			33,542			24	%	178,791			(8,149		)	(5	)%

Fees and commissions revenue	46,159			39,391			6,768			17	%	41,105			5,054			12	%
Other gains, net	2,673			1,131			1,542			N/A		506			2,167			N/A
Other operating revenue	48,832			40,522			8,310			21	%	41,611			7,221			17	%

Personnel expense	43,705			31,263			12,442			40	%	42,268			1,437			3	%
Non-personnel expense	24,980			19,776			5,204			26	%	20,679			4,301			21	%
Other operating expense	68,685			51,039			17,646			35	%	62,947			5,738			9	%

Net direct contribution	150,789			126,583			24,206			19	%	157,455			(6,666		)	(4	)%
Gain (loss) on financial instruments, net	28			(3		)	31			N/A		20			8			N/A
Gain (loss) on repossessed assets, net	802			(1,869		)	2,671			N/A		2			800			N/A
Corporate expense allocations	12,613			9,124			3,489			38	%	11,385			1,228			11	%
Income before taxes	139,006			115,587			23,419			20	%	146,092			(7,086		)	(5	)%
Federal and state income tax	37,433			30,623			6,810			22	%	39,156			(1,723		)	(4	)%
Net income	$	101,573		$	84,964		$	16,609		20	%	$	106,936		$	(5,363	)	(5	)%

Average assets	$	23,973,067		$	18,499,979		$	5,473,088		30	%	$	22,910,071		$	1,062,996		5	%
Average loans	19,226,347			15,321,600			3,904,747			25	%	18,812,800			413,547			2	%
Average deposits	10,833,057			8,633,204			2,199,853			25	%	10,724,206			108,851			1	%
Average invested capital	2,217,828			1,382,983			834,845			60	%	2,222,032			(4,204		)	—	%

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

Net interest revenue increased $35.0 million or 24 percent over the prior year, primarily due to the allocation of CoBiz to the business lines and an increase in average originated loan balances, split almost equally, along with increased yields. Yields on deposits sold to the funds management unit also went up due to the increase in short-term interest rates. Net loans charged-off increased $1.5 million.

Fees and commissions revenue increased $6.8 million or 17 percent largely due to an increase in loan syndication fees based on the timing of completed transactions. Operating expense increased $17.6 million or 35 percent compared to the third quarter of 2018. Personnel expense increased $12.4 million primarily due to the incorporation of CoBiz employees combined with standard annual merit increases. Non-personnel expense increased $5.2 million, primarily due to increased intangible asset amortization related to CoBiz. Corporate expense allocations increased $3.5 million or 38 percent over the prior year.

- 12 -

The average outstanding balance of loans attributed to Commercial Banking was up $3.9 billion or 25 percent over the third quarter of 2018 to $19.2 billion. See the Loans section of Management’s Discussion and Analysis of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans, which are primarily attributed to the Commercial Banking segment.

Average deposits attributed to Commercial Banking were $10.8 billion for the third quarter of 2019, a 25 percent increase compared to the third quarter of 2018. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of change.

Net interest revenue decreased $5.5 million or 3 percent compared to the second quarter of 2019 largely as a result of a decrease in interest recoveries paired with a change in the deposit mix from non-interest bearing to interest bearing. Fees and commissions revenue increased $5.1 million, largely due to an increase in loan syndication fees based on the timing of completed transactions and an increase in revenue earned on repossessed assets related to certain oil and gas properties. Operating expense increased $5.7 million or 9 percent over the second quarter of 2019 primarily due to a $1.4 million increase in personnel expense largely due to incentive compensation. Non-personnel expense increased $4.3 million largely due to expenses related to repossessed assets on certain oil and gas properties mentioned above.

Average loan balances increased $414 million or 2 percent and average customer deposits increased $109 million or 1 percent over the second quarter of 2019.

- 13 -

Consumer Banking

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

Consumer Banking contributed $16.6 million to consolidated net income for the third quarter of 2019, an increase of $8.6 million over the third quarter of 2018. Improved performance by Consumer Banking was largely due to the effect of lower mortgage interest rates, which has increased mortgage banking activity and related revenue.

Table 10 -- Consumer Banking

(Dollars in thousands)



	Three Months Ended September 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
	2019			2018			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
Net interest revenue from external sources	$	27,580		$	20,005		$	7,575		38	%	$	25,300		$	2,280		9	%
Net interest revenue from internal sources	20,882			19,039			1,843			10	%	27,415			(6,533		)	(24	)%
Total net interest revenue	48,462			39,044			9,418			24	%	52,715			(4,253		)	(8	)%
Net loans charged off	1,841			1,451			390			27	%	1,728			113			7	%
Net interest revenue after net loans charged off	46,621			37,593			9,028			24	%	50,987			(4,366		)	(9	)%

Fees and commissions revenue	51,460			44,039			7,421			17	%	48,830			2,630			5	%
Other losses, net	(239		)	(15		)	(224		)	N/A		(19		)	(220		)	N/A
Other operating revenue	51,221			44,024			7,197			16	%	48,811			2,410			5	%

Personnel expense	23,665			23,543			122			1	%	24,377			(712		)	(3	)%
Non-personnel expense	36,034			34,939			1,095			3	%	33,317			2,717			8	%
Total other operating expense	59,699			58,482			1,217			2	%	57,694			2,005			3	%

Net direct contribution	38,143			23,135			15,008			65	%	42,104			(3,961		)	(9	)%
Gain (loss) on financial instruments, net	8,339			(7,229		)	15,568			N/A		20,981			(12,642		)	N/A
Change in fair value of mortgage servicing rights	(12,593		)	5,972			(18,565		)	N/A		(29,555		)	16,962			N/A
Gain (loss) on repossessed assets, net	214			(87		)	301			N/A		92			122			N/A
Corporate expense allocations	11,776			11,037			739			7	%	11,695			81			1	%
Income before taxes	22,327			10,754			11,573			108	%	21,927			400			2	%
Federal and state income tax	5,687			2,739			2,948			108	%	5,585			102			2	%
Net income	$	16,640		$	8,015		$	8,625		108	%	$	16,342		$	298		2	%

Average assets	$	9,827,130		$	8,323,543		$	1,503,587		18	%	$	9,212,667		$	614,463		7	%
Average loans	1,773,831			1,719,679			54,152			3	%	1,796,823			(22,992		)	(1	)%
Average deposits	6,983,018			6,580,395			402,623			6	%	6,998,677			(15,659		)	—	%
Average invested capital	288,216			285,521			2,695			1	%	304,990			(16,774		)	(5	)%

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

- 14 -

Net interest revenue from Consumer Banking activities grew by $9.4 million or 24 percent over the the third quarter of 2018, primarily due to an increase in the yield on deposits sold to our Funds Management unit. Average consumer deposits grew $403 million over the third quarter of 2018 with demand deposit balances increasing $330 million or 17 percent, largely due to the allocation of acquired deposits.

Fees and commissions revenue increased $7.4 million or 17 percent over the third quarter of 2018. Lower mortgage interest rates increased mortgage loan origination volumes. Mortgage production volume increased $315 million or 53 percent and gain on sale margin increased 30 basis points. Operating expense increased by $1.2 million. An increase in mortgage banking costs was partially offset by decreases in occupancy and equipment expense and professional fees and services. Corporate expense allocations were $739 thousand or 7 percent higher than the prior year.

Changes in the fair value of mortgage servicing rights, net of economic hedges, decreased pre-tax net income for the third quarter of 2019 by $4.3 million compared to a $1.3 million decrease in pre-tax net income in the third quarter of 2018.

Net interest revenue from Consumer Banking activities decreased $4.3 million or 8 percent compared to the second quarter of 2019, primarily due to an decrease in the yield on deposits sold to our Funds Management unit.

Operating revenue increased $2.4 million or 5 percent compared to the second quarter of 2019. Revenues from mortgage banking activities increased $2.0 million due to lower interest rates that drove an increase in mortgage origination. Mortgage production volume increased $102 million or 13 percent and gain on sale margins climbed to 1.51 percent from 1.46 percent.

Operating expenses increased $2.0 million, nearly all related to non-personnel expenses. Mortgage banking costs increased $3.4 million related to increased payoffs as mortgage interest rates declined during the quarter. This increase was partially offset by a decrease in business promotion expense and personnel expense.

Average consumer loans decreased $23 million or 1 percent. Average deposits were consistent compared to the prior quarter.

- 15 -

Wealth Management

Wealth Management contributed $23.2 million to consolidated net income in the third quarter of 2019, down $5.7 million or 20 percent compared the third quarter of 2018. The third quarter of 2018 included an after tax benefit of $11.5 million as a result of a fee earned on the sale of client assets. This fee is excluded from the discussion below.

Table 11 -- Wealth Management

(Dollars in thousands)



	Three Months Ended September 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
	2019			2018			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2019			Increase (Decrease)			% Increase (Decrease)
Net interest revenue from external sources	$	12,343		$	22,509		$	(10,166	)	(45	)%	$	17,222		$	(4,879	)	(28	)%
Net interest revenue from internal sources	10,723			6,267			4,456			71	%	9,719			1,004			10	%
Total net interest revenue	23,066			28,776			(5,710		)	(20	)%	26,941			(3,875		)	(14	)%
Net loans charged off (recovered)	(42		)	(84		)	42			(50	)%	(48		)	6			(13	)%
Net interest revenue after net loans charged off (recovered)	23,108			28,860			(5,752		)	(20	)%	26,989			(3,881		)	(14	)%

Fees and commissions revenue	89,422			83,562			5,860			7	%	85,925			3,497			4	%
Other gains (losses), net	(262		)	(205		)	(57		)	N/A		92			(354		)	N/A
Other operating revenue	89,160			83,357			5,803			7	%	86,017			3,143			4	%

Personnel expense	52,316			45,572			6,744			15	%	50,080			2,236			4	%
Non-personnel expense	19,303			16,684			2,619			16	%	19,372			(69		)	—	%
Other operating expense	71,619			62,256			9,363			15	%	69,452			2,167			3	%

Net direct contribution	40,649			49,961			(9,312		)	(19	)%	43,554			(2,905		)	(7	)%
Corporate expense allocations	9,416			11,127			(1,711		)	(15	)%	9,168			248			3	%
Income before taxes	31,233			38,841			(7,608		)	(20	)%	34,386			(3,153		)	(9	)%
Federal and state income tax	8,027			9,975			(1,948		)	(20	)%	8,842			(815		)	(9	)%
Net income	$	23,206		$	28,866		$	(5,660	)	(20	)%	$	25,544		$	(2,338	)	(9	)%

Average assets	$	10,392,988		$	8,498,363		$	1,894,625		22	%	$	9,849,396		$	543,592		6	%
Average loans	1,671,102			1,439,774			231,328			16	%	1,647,680			23,422			1	%
Average deposits	6,590,332			5,492,048			1,098,284			20	%	6,220,848			369,484			6	%
Average invested capital	279,782			252,961			26,821			11	%	274,050			5,732			2	%

Net interest revenue decreased $5.7 million or 20 percent compared the third quarter of 2018, largely due to decreased spreads on trading securities. Further, Wealth Management incurred additional funding costs related to an increase in non-interest bearing receivables related to unsettled securities. Average loans attributed to the Wealth Management segment increased $231 million or 16 percent and average deposits increased $1.1 billion or 20 percent largely due to the allocation of acquired loans and deposits.

Fees and commissions revenue increased $21.3 million or 31 percent over the third quarter of 2018. Brokerage and trading revenue increased $17.3 million due to increased trading activity as a result of lower mortgage interest rates. Operating expense increased $9.4 million or 15 percent compared to the third quarter of 2018. Personnel expense increased $6.7 million primarily due to the combination of standard annual merit increases and the increase of incentive compensation as a result of higher trading activity. Non-personnel expense increased $2.6 million or 16 percent compared to the third quarter of 2018 largely related to occupancy and equipment expense related to CoBiz. Corporate expense allocations decreased $1.7 million or 15 percent compared to the prior year.

- 16 -

Net income for Wealth Management decreased $2.3 million or 9 percent compared to the second quarter of 2019. An increase in brokerage and trading revenue was partially offset by a decrease in net interest revenue and an increase in operating expenses.

Net interest revenue decreased $3.9 million primarily due to a lower yield on deposits sold to our funds management unit and an increase in unsettled securities receivables. Brokerage and trading revenue increased $3.0 million due to an increase in trading activity and volumes due to favorable interest rate changes. Fiduciary and asset management revenue decreased $1.4 million largely due to a seasonal increase related to tax fees collected in the second quarter. Operating expenses increased $2.2 million, largely due to increased incentive compensation.

Average loans increased $23 million or 1 percent to $1.7 billion and average deposits increased $369 million or 6 percent to $6.6 billion.

Financial Condition

Securities

We maintain a securities portfolio to enhance profitability, manage interest rate risk, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, or available for sale. See Note 2 to the Consolidated Financial Statements for the composition of the securities portfolio as of September 30, 2019 and December 31, 2018.

We hold an inventory of trading securities in support of sales to a variety of customers, including banks, corporations, insurance companies, money managers and others. Trading securities decreased $225 million to $1.7 billion during the third quarter of 2019. As discussed in the Market Risk section of this report, trading activities involve risk of loss from adverse price movement. We mitigate this risk within board-approved limits through the use of derivative contracts, short-sales and other techniques. These limits remain unchanged from levels set before our expanded trading activities.

At September 30, 2019, the carrying value of investment (held-to-maturity) securities was $304 million and the fair value was $324 million. Investment securities consist primarily of residential mortgage-backed securities issued by U.S. government agencies, long-term, fixed rate Oklahoma and Texas municipal bonds, and taxable Texas school construction bonds.

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

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities at September 30, 2019 is 3.0 years. Management estimates the duration extends to 4.0 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.4 years assuming a 100 basis point decline in the current low rate environment.

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

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Loans

The aggregate loan portfolio before allowance for loan losses totaled $22.3 billion at September 30, 2019, up $30 million over June 30, 2019. Growth in commercial and personal loans was partially offset by a decrease in commercial real estate and residential mortgage loans.

Table 12 -- Loans

(In thousands)



	Sept. 30, 2019		June 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Commercial:
Energy	$	4,114,269	$	3,921,353	$	3,705,099	$	3,590,333	$	3,294,867
Services	3,266,249		3,309,458		3,287,563		3,258,192		2,603,862
Healthcare	3,032,968		2,926,510		2,915,885		2,799,277		2,437,323
Wholesale/retail	1,848,617		1,793,118		1,706,900		1,621,158		1,650,729
Public finance	744,840		795,659		803,083		804,550		418,578
Manufacturing	698,408		761,357		742,374		730,521		660,582
Other commercial and industrial	719,274		829,453		801,071		832,047		510,160
Total commercial	14,424,625		14,336,908		13,961,975		13,636,078		11,576,101

Commercial real estate:
Multifamily	1,324,839		1,300,372		1,210,358		1,288,065		1,120,166
Office	1,014,275		1,056,306		1,033,158		1,072,920		824,829
Industrial	873,536		828,569		767,757		778,106		696,774
Retail	799,169		825,399		890,685		919,082		759,423
Residential construction and land development	135,361		141,509		149,686		148,584		101,872
Other commercial real estate	478,877		557,878		549,007		558,056		301,611
Total commercial real estate	4,626,057		4,710,033		4,600,651		4,764,813		3,804,675

Residential mortgage:
Permanent mortgage	1,066,460		1,088,370		1,098,481		1,122,610		1,094,926
Permanent mortgages guaranteed by U.S. government agencies	191,764		195,373		193,308		190,866		180,718
Home equity	859,079		887,079		900,831		916,557		696,098
Total residential mortgage	2,117,303		2,170,822		2,192,620		2,230,033		1,971,742

Personal	1,117,382		1,037,889		1,003,734		1,025,806		996,941

Total	$	22,285,367	$	22,255,652	$	21,758,980	$	21,656,730	$	18,349,459

Commercial

Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. Commercial loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interests in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing 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 $14.4 billion or 65 percent of the loan portfolio at September 30, 2019, an $88 million increase over June 30, 2019. Energy loan balances grew by $193 million. Healthcare loans increased $106 million and wholesale/retail sector loans increased $55 million. Other commercial and industrial loans decreased $110 million, manufacturing loans decreased $63 million and public finance loans decreased by $51 million.

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Table 13 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 13 -- Commercial Loans by Collateral Location

(In thousands)



	Oklahoma		Texas		New Mexico		Arkansas		Colorado		Arizona		Kansas/Missouri		Other		Total
Energy	$	751,519	$	2,322,908	$	57,593	$	122	$	519,377	$	542	$	105,908	$	356,300	$	4,114,269
Services	658,970		758,554		164,103		8,564		591,793		475,357		259,999		348,909		3,266,249
Healthcare	239,676		436,571		148,217		77,861		336,865		259,439		255,925		1,278,414		3,032,968
Wholesale/retail	315,869		726,422		35,523		31,778		168,007		107,826		60,447		402,745		1,848,617
Public finance	73,038		162,869		37,240		—		184,005		87,319		—		200,369		744,840
Manufacturing	106,422		180,837		990		5,055		160,769		123,256		52,522		68,557		698,408
Other commercial and industrial	115,567		115,144		3,174		56,466		115,776		37,674		57,881		217,592		719,274
Total commercial loans	$	2,261,061	$	4,703,305	$	446,840	$	179,846	$	2,076,592	$	1,091,413	$	792,682	$	2,872,886	$	14,424,625

The majority of the collateral securing our commercial loan portfolio is located within our geographical footprint with 33 percent concentrated in the Texas market, 16 percent concentrated in the Oklahoma market and 14 percent in the Colorado market. At September 30, 2019, the Other category is primarily composed of California - $578 million or 4 percent of the commercial loan portfolio, Florida - $261 million or 2 percent of the commercial loan portfolio, Louisiana - $163 million or 1 percent of the commercial loan portfolio, Pennsylvania - $159 million or 1 percent of the commercial loan portfolio, Ohio - $154 million or 1 percent of the commercial loan portfolio and North Carolina - $141 million or 1 percent of the commercial loan portfolio. All other states individually represent less than one percent of total commercial loans.

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

Outstanding energy loans totaled $4.1 billion or 18 percent of total loans at September 30, 2019. Unfunded energy loan commitments were $3.2 billion at September 30, 2019, a $44 million decrease compared to June 30, 2019 primarily due to increased utilization in the third quarter. Approximately $3.3 billion of energy loans were to oil and gas producers, growing $165 million over June 30, 2019. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest risk form of energy lending. Approximately 58 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 $574 million at September 30, 2019, up $4.9 million over June 30, 2019. Loans to borrowers that provide services to the energy industry totaled $190 million at September 30, 2019, an increase of $7.1 million. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $69 million, a $16 million increase over the prior quarter.

The services sector of the loan portfolio totaled $3.3 billion or 15 percent of total loans and consists of a large number of loans to a variety of businesses, including Native American tribal governments, entertainment and recreation, financial services, technology and media, and real estate services. Services sector loans decreased $43 million compared to June 30, 2019. Approximately $1.6 billion of the services category is made up of loans with individual balances of less than $10 million. Services sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer’s business.

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

We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $100 million and with three or more non-affiliated banks as participants. At September 30, 2019, the outstanding principal balance of these loans totaled $4.8 billion. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 17 percent of our shared national credits, based on dollars committed. We hold shared national credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management’s quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

Commercial Real Estate

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

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

The commercial real estate sector of our loan portfolio distributed by collateral location follows in Table 14.

Table 14 -- Commercial Real Estate Loans by Collateral Location

(In thousands)



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

The Other category is primarily composed of Utah - $265 million or 6 percent of the commercial real estate portfolio, California - $247 million or 5 percent of the commercial real estate portfolio, Georgia - $116 million or 3 percent of the commercial real estate portfolio, Nevada - $99 million or 2 percent of the commercial real estate portfolio and Virginia - $84 million or 2 percent of the commercial real estate portfolio. All other states represent less than 2% individually.

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

Residential Mortgage and Personal

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

Residential mortgage loans totaled $2.1 billion, a decrease of $54 million compared to June 30, 2019. In general, we sell the majority of our conforming fixed rate loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. We have no concentration in sub-prime residential mortgage loans. Our mortgage loan portfolio does not include payment option adjustable rate mortgage loans or adjustable rate mortgage loans with initial rates that are below market. Collateral for 93% 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 to100 percent, depending on the market. Special mortgage programs include fixed and variable rate fully amortizing loans tailored to the needs of certain healthcare professionals. Variable rate loans are fully indexed at origination and may have fixed rates for three to ten years, then adjust annually thereafter.

At September 30, 2019, $192 million of permanent residential mortgage loans are guaranteed by U.S. government agencies. We have limited 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 decreased $3.6 million compared to June 30, 2019.

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

Table 15 -- Home Equity Loans

(In thousands)



	Revolving		Amortizing		Total
First lien	$	91,591	$	463,681	$	555,272
Junior lien	193,195		110,612		303,807
Total home equity	$	284,786	$	574,293	$	859,079

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

Table 16 -- Residential Mortgage and Personal Loans by Collateral Location

(In thousands)



	Oklahoma		Texas		New Mexico		Arkansas		Colorado		Arizona		Kansas/Missouri		Other		Total
Residential mortgage:
Permanent mortgage	$	163,590	$	423,298	$	62,563	$	13,100	$	194,677	$	104,603	$	55,998	$	48,631	$	1,066,460
Permanent mortgages guaranteed by U.S. government agencies	49,434		29,960		30,655		9,307		5,305		1,115		15,868		50,120		191,764
Home equity	353,310		137,625		76,564		7,485		137,024		36,847		52,291		57,933		859,079
Total residential mortgage	$	566,334	$	590,883	$	169,782	$	29,892	$	337,006	$	142,565	$	124,157	$	156,684	$	2,117,303

Personal	$	321,875	$	491,363	$	11,948	$	11,048	$	81,496	$	70,531	$	54,136	$	74,985	$	1,117,382

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

Table 17 -- Loans Managed by Primary Geographical Market

(In thousands)



	Sept. 30, 2019		June 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Oklahoma:
Commercial	$	3,690,100	$	3,762,234	$	3,551,054	$	3,491,117	$	3,609,109
Commercial real estate	679,786		717,970		665,190		700,756		651,315
Residential mortgage	1,370,452		1,403,398		1,417,381		1,440,566		1,429,843
Personal	383,246		382,764		374,807		375,543		376,201
Total Oklahoma	6,123,584		6,266,366		6,008,432		6,007,982		6,066,468

Texas:
Commercial	6,220,227		5,877,265		5,754,018		5,438,133		5,115,646
Commercial real estate	1,292,116		1,341,609		1,344,810		1,341,783		1,354,679
Residential mortgage	273,931		272,878		265,927		266,805		253,265
Personal	475,430		400,585		396,794		394,743		381,452
Total Texas	8,261,704		7,892,337		7,761,549		7,441,464		7,105,042

New Mexico:
Commercial	335,409		350,520		342,915		340,489		325,048
Commercial real estate	374,331		385,058		371,416		383,670		392,494
Residential mortgage	81,383		82,390		85,326		87,346		88,110
Personal	10,887		10,236		11,065		10,662		11,659
Total New Mexico	802,010		828,204		810,722		822,167		817,311

Arkansas:
Commercial	87,588		87,896		79,286		111,338		102,237
Commercial real estate	158,538		149,300		142,551		141,898		106,701
Residential mortgage	7,509		7,463		7,731		7,537		7,278
Personal	10,905		11,208		11,550		11,955		12,126
Total Arkansas	264,540		255,867		241,118		272,728		228,342

Colorado:
Commercial	2,247,798		2,325,742		2,231,703		2,275,069		1,132,500
Commercial real estate	975,066		1,023,410		957,348		963,575		354,543
Residential mortgage	224,872		241,780		241,722		251,849		68,694
Personal	78,733		72,537		65,812		72,916		56,999
Total Colorado	3,526,469		3,663,469		3,496,585		3,563,409		1,612,736

Arizona:
Commercial	1,276,534		1,330,415		1,335,140		1,320,139		621,658
Commercial real estate	771,425		761,243		791,466		889,903		666,562
Residential mortgage	92,121		91,684		98,973		97,959		44,659
Personal	78,694		76,335		61,875		68,546		67,280
Total Arizona	2,218,774		2,259,677		2,287,454		2,376,547		1,400,159

Kansas/Missouri:
Commercial	566,969		602,836		667,859		659,793		669,903
Commercial real estate	374,795		331,443		327,870		343,228		278,381
Residential mortgage	67,035		71,229		75,560		77,971		79,893
Personal	79,487		84,224		81,831		91,441		91,224
Total Kansas/Missouri	1,088,286		1,089,732		1,153,120		1,172,433		1,119,401

Total BOK Financial loans	$	22,285,367	$	22,255,652	$	21,758,980	$	21,656,730	$	18,349,459

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Loan Commitments

We enter into certain off-balance sheet arrangements in the normal course of business as shown in Table 18. 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.

Table 18 – Off-Balance Sheet Credit Commitments

(In thousands)



	Sept. 30, 2019		June 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Loan commitments	$	11,259,366	$	11,411,819	$	12,243,886	$	11,944,524	$	10,715,964
Standby letters of credit	712,944		698,527		720,451		582,196		671,844
Mortgage loans sold with recourse	92,139		93,606		94,938		98,623		101,512

Customer Derivative Programs

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

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

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

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

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

At September 30, 2019, total derivative assets were reduced by $67 million of cash collateral received from counterparties and total derivative liabilities were reduced by $63 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.

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The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at September 30, 2019 follows in Table 19.

Table 19 -- Fair Value of Derivative Contracts

(In thousands)



Customers	$	152,530
Banks and other financial institutions	146,466
Exchanges and clearing organizations	35,096
Fair value of customer risk management program asset derivative contracts, net	$	334,092

At September 30, 2019, our largest derivative exposure was to an exchange for energy contracts, net of cash margin, of $35 million.

Our customer derivative program also introduces liquidity and capital risk. We are required to provide cash margin to certain counterparties when the net negative fair value of the contracts exceeds established limits. Also, changes in commodity prices affect the amount of regulatory capital we are required to hold as support for the fair value of our derivative assets. These risks are modeled as part of the management of these programs. Based on current prices, a decrease in market prices equivalent to $28.62 per barrel of oil would not be great enough to create a scenario in which we are owed by our customers. An increase in prices equivalent to $64.92 per barrel of oil would increase the fair value of derivative assets by $55 million. Further increases in price to the equivalent of $79.46 per barrel of oil would increase the fair value of our derivative assets by $268 million with lending customers comprising the bulk of the assets. Liquidity requirements of this program may also be affected by our credit rating. At September 30, 2019, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million. The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of September 30, 2019, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

Summary of Loan Loss Experience

We maintain an allowance for loan losses and an accrual for off-balance sheet credit risk. At September 30, 2019, the combined allowance for loan losses and off-balance sheet credit losses totaled $206 million or 0.92 percent of outstanding loans and 124 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. Excluding acquired loans measured at acquisition date fair value, the combined allowance for loan losses was 1.02 percent of outstanding loans and 130 percent of nonaccruing loans. The allowance for loan losses was $204 million and the accrual for off-balance sheet credit losses was $1.4 million. At June 30, 2019, the combined allowance for credit losses was $204 million or 0.92 percent of outstanding loans and 115 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. Excluding acquired loans measured at acquisition date fair value, the combined allowance for loan losses was 1.03 percent of outstanding loans and 126 percent of nonaccruing loans. The allowance for loan losses was $203 million and the accrual for off-balance sheet credit losses was $1.9 million.

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

- 25 -

Table 20 -- Summary of Loan Loss Experience

(In thousands)



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

Allowance for Loan Losses

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

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

- 26 -

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

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

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

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

Our loan monitoring process also identified certain accruing substandard loans that possess more than the normal amount of risk due to deterioration in the financial condition of the borrower or the value of the collateral. Because the borrowers are still performing in accordance with the original terms of the loan agreements, and no loss of principal or interest is anticipated, these loans were not included in nonperforming assets. Known information does, however, cause management concern as to the borrowers’ ability to comply with current repayment terms. These potential problem loans totaled $143 million at September 30, 2019 and were primarily composed of $38 million or less than 1 percent of energy loans, $37 million or 1.12 percent of service sector loans, $17 million or less than 1 percent of healthcare sector loans, $17 million or 2.31 percent of other commercial and industrial loans and $13 million or 1.81 percent of manufacturing sector loans. Potential problem loans totaled $161 million at June 30, 2019.

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

Net Loans Charged 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 charge-offs of $10.6 million in the third quarter of 2019, compared to net charge-offs of $7.7 million in the second quarter of 2019 and net charge-offs of $9.0 million in the third quarter of 2018. The ratio of net loans charged off to average loans on an annualized basis was 0.19 percent for the third quarter of 2019, compared with 0.14 percent for the second quarter of 2019 and 0.20 percent for the third quarter of 2018.

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

- 27 -

Nonperforming Assets

Table 21 -- Nonperforming Assets

(In thousands)



	Sept. 30, 2019			June 30, 2019			Mar. 31, 2019			Dec. 31, 2018			Sept. 30, 2018
Nonaccruing loans:
Commercial	$	111,706		$	123,395		$	90,358		$	99,841		$	109,490
Commercial real estate	23,185			21,670			21,508			21,621			1,316
Residential mortgage	37,304			38,477			40,409			41,555			41,917
Personal	271			237			302			230			269
Total nonaccruing loans	172,466			183,779			152,577			163,247			152,992
Accruing renegotiated loans guaranteed by U.S. government agencies	92,718			95,989			91,787			86,428			83,347
Real estate and other repossessed assets	21,026			16,940			17,139			17,487			24,515
Total nonperforming assets	$	286,210		$	296,708		$	261,503		$	267,162		$	260,854
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	187,160		$	193,976		$	162,770		$	173,602		$	169,717

Nonaccruing loans by loan portfolio segment and class:
Commercial:
Energy	$	88,894		$	71,632		$	35,332		$	47,494		$	54,033
Manufacturing	8,741			8,613			9,548			8,919			9,202
Services	6,119			10,087			9,555			8,567			4,097
Healthcare	5,978			16,148			18,768			16,538			15,704
Wholesale/retail	1,504			1,390			1,425			1,316			9,249
Public finance	—			—			—			—			—
Other commercial and industrial	470			15,525			15,730			17,007			17,205
Total commercial	111,706			123,395			90,358			99,841			109,490

Commercial real estate:
Retail	20,132			20,057			20,159			20,279			777
Industrial	909			—			—			—			—
Office	855			855			855			—			—
Residential construction and land development	350			350			350			350			350
Multifamily	286			275			—			301			—
Other commercial real estate	653			133			144			691			189
Total commercial real estate	23,185			21,670			21,508			21,621			1,316

Residential mortgage:
Permanent mortgage	20,165			21,803			22,937			23,951			22,855
Permanent mortgage guaranteed by U.S. government agencies	6,332			6,743			6,946			7,132			7,790
Home equity	10,807			9,931			10,526			10,472			11,272
Total residential mortgage	37,304			38,477			40,409			41,555			41,917
Personal	271			237			302			230			269
Total nonaccruing loans	$	172,466		$	183,779		$	152,577		$	163,247		$	152,992


Allowance for loan losses to nonaccruing loans¹	123.05		%	114.40		%	141.00		%	132.89		%	145.02		%
Accruing loans 90 days or more past due¹	$	1,541		$	2,698		$	610		$	1,338		$	518


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

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

Loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. As more fully 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. Generally loans modified in troubled debt restructurings, except for residential mortgage loans guaranteed by U.S. government agencies, are currently 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. 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.

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

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

Table 22 -- Rollforward of Nonperforming Assets

(In thousands)



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

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

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

Commercial

Nonaccruing commercial loans totaled $112 million or 0.77 percent of total commercial loans at September 30, 2019 compared to $123 million or 0.86 percent of commercial loans at June 30, 2019. There were $27 million in newly identified nonaccruing commercial loans during the quarter, offset by $24 million in payments, $10 million of charge-offs and $5.5 million of foreclosures of nonaccruing commercial loans during the third quarter.

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

Commercial Real Estate

Nonaccruing commercial real estate loans totaled $23 million or 0.50 percent of outstanding commercial real estate loans at September 30, 2019, largely unchanged compared to $22 million or 0.46 percent of outstanding commercial real estate loans at June 30, 2019.

Nonaccruing commercial real estate loans were primarily composed of $20 million or 2.52 percent of loans secured by retail facilities.

Residential Mortgage and Personal

Nonaccruing residential mortgage loans totaled $37 million or 1.76 percent of outstanding residential mortgage loans at September 30, 2019, a $1.2 million decrease compared to June 30, 2019. Newly identified nonaccruing residential mortgage loans totaling $3.9 million were offset by $3.6 million of payments.

Nonaccruing residential mortgage loans primarily consist of non-guaranteed permanent residential mortgage loans, which totaled $20 million or 1.89 percent of outstanding non-guaranteed permanent residential mortgage loans at September 30, 2019. Nonaccruing home equity loans totaled $11 million or 1.26 percent of total home equity loans.

- 30 -

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 23. Substantially all non-guaranteed residential loans past due 90 days or more are nonaccruing. Residential mortgage loans 30 to 59 days past due increased $3.4 million in the third quarter to $8.4 million at September 30, 2019. Residential mortgage loans 60 to 89 days past due increased by $3.2 million. Personal loans past due 30 to 59 days decreased by $2.4 million and personal loans 60 to 89 days increased $6 thousand.

Table 23 -- Residential Mortgage and Personal Loans Past Due

(In thousands)



	September 30, 2019						June 30, 2019
	90 Days or More		60 to 89 Days		30 to 59 Days		90 Days or More		60 to 89 Days		30 to 59 Days
Residential mortgage:
Permanent mortgage¹	$	—	$	3,405	$	6,097	$	37	$	—	$	3,641
Home equity	—		374		2,282		—		553		1,380
Total residential mortgage	$	—	$	3,779	$	8,379	37		$	553	$	5,021

Personal	$	29	$	94	$	100	$	10	$	88	$	2,509


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

- 31 -

Liquidity and Capital

Based on the average balances for the third quarter of 2019, approximately 59 percent of our funding was provided by deposit accounts, 26 percent from borrowed funds, less than 1 percent from long-term subordinated debt and 11 percent from equity. Our funding sources, which primarily include deposits and borrowings from the Federal Home Loan Banks and other banks, provide adequate liquidity to meet our operating needs.

Subsidiary Bank

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

Average deposits for the third quarter of 2019 totaled $25.7 billion, a $538 million increase over the second quarter of 2019. Interest-bearing transaction account balances increased $619 million and time deposits increased $44 million. Demand deposits decreased $124 million compared to the second quarter of 2019.

Table 24 - Average Deposits by Line of Business

(In thousands)



	Three Months Ended
	Sept. 30, 2019		Jun. 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Commercial Banking	$	10,833,057	$	10,724,206	$	8,261,543	$	8,393,016	$	8,633,204
Consumer Banking	6,983,018		6,998,677		6,544,665		6,542,188		6,580,395
Wealth Management	6,590,332		6,220,848		5,659,771		5,483,455		5,492,048
Subtotal	24,406,407		23,943,731		20,465,979		20,418,659		20,705,647
Funds Management and other	1,293,767		1,218,645		4,148,500		4,676,736		1,230,648
Total	$	25,700,174	$	25,162,376	$	24,614,479	$	25,095,395	$	21,936,295

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

Average Consumer Banking deposit balances were largely unchanged compared to the prior quarter. Growth in time deposit balances of $23 million over the prior quarter was offset by a $26 million decrease in interest-bearing transaction deposit balances and an $11 million decrease in demand deposit balances.

Average Wealth Management deposits increased $369 million over the second quarter of 2019. Interest-bearing transaction account balances were up $397 million. Demand deposit balances decreased $48 million. Time deposit balances were up $16 million.

Average time deposits for the third quarter of 2019 included $249 million of brokered deposits, a $5.2 million decrease compared to the second quarter of 2019. Average interest-bearing transaction accounts for the third quarter included $1.1 billion of brokered deposits, an $8.3 million increase over the second quarter of 2019.

- 32 -

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

Table 25 -- Period End Deposits by Principal Market Area

(In thousands)



	Sept. 30, 2019		June 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Oklahoma:
Demand	$	3,515,312	$	3,279,359	$	3,432,239	$	3,610,593	$	3,564,307
Interest-bearing:
Transaction	7,447,799		7,020,484		6,542,548		6,445,831		6,010,972
Savings	308,103		307,785		309,875		288,210		288,080
Time	1,198,170		1,253,804		1,217,371		1,118,643		1,128,810
Total interest-bearing	8,954,072		8,582,073		8,069,794		7,852,684		7,427,862
Total Oklahoma	12,469,384		11,861,432		11,502,033		11,463,277		10,992,169

Texas:
Demand	2,870,429		2,974,005		2,966,743		3,291,433		3,357,669
Interest-bearing:
Transaction	2,589,511		2,453,619		2,385,305		2,295,169		2,182,114
Savings	100,597		103,125		101,849		99,624		97,909
Time	464,264		425,253		419,269		423,880		453,119
Total interest-bearing	3,154,372		2,981,997		2,906,423		2,818,673		2,733,142
Total Texas	6,024,801		5,956,002		5,873,166		6,110,106		6,090,811

New Mexico:
Demand	645,698		630,861		662,362		691,692		722,188
Interest-bearing:
Transaction	539,260		557,881		573,203		571,347		593,760
Savings	62,863		62,636		61,497		58,194		57,794
Time	236,135		232,569		228,212		224,515		221,513
Total interest-bearing	838,258		853,086		862,912		854,056		873,067
Total New Mexico	1,483,956		1,483,947		1,525,274		1,545,748		1,595,255

Arkansas:
Demand	39,513		29,176		31,624		36,800		36,579
Interest-bearing:
Transaction	149,506		148,485		147,964		91,593		128,001
Savings	1,747		1,783		1,785		1,632		1,826
Time	7,877		7,810		8,321		8,726		10,214
Total interest-bearing	159,130		158,078		158,070		101,951		140,041
Total Arkansas	198,643		187,254		189,694		138,751		176,620

- 33 -



	Sept. 30, 2019		June 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Colorado:
Demand	1,694,044		1,621,820		1,897,547		1,658,473		593,442
Interest-bearing:
Transaction	1,910,874		1,800,271		1,844,632		1,899,203		622,520
Savings	60,107		57,263		58,919		57,289		40,308
Time	273,622		246,198		261,235		274,877		217,628
Total interest-bearing	2,244,603		2,103,732		2,164,786		2,231,369		880,456
Total Colorado	3,938,647		3,725,552		4,062,333		3,889,842		1,473,898

Arizona:
Demand	703,381		700,480		695,238		707,402		365,878
Interest-bearing:
Transaction	599,655		560,429		621,735		575,567		130,105
Savings	12,487		11,966		12,144		10,545		3,559
Time	44,347		43,099		44,004		43,051		23,927
Total interest-bearing	656,489		615,494		677,883		629,163		157,591
Total Arizona	1,359,870		1,315,974		1,373,121		1,336,565		523,469

Kansas/Missouri:
Demand	376,020		431,856		410,799		418,199		423,560
Interest-bearing:
Transaction	284,940		310,774		361,590		327,866		322,747
Savings	11,689		13,125		13,815		13,721		13,125
Time	19,126		19,205		19,977		19,688		20,635
Total interest-bearing	315,755		343,104		395,382		361,275		356,507
Total Kansas/Missouri	691,775		774,960		806,181		779,474		780,067
Total BOK Financial deposits	$	26,167,076	$	25,305,121	$	25,331,802	$	25,263,763	$	21,632,289

In addition to deposits, liquidity is provided primarily by federal funds purchased, securities repurchase agreements and Federal Home Loan Bank borrowings. Federal funds purchased consist primarily of unsecured, overnight funds acquired from other financial institutions. Funds are primarily purchased from bankers’ banks and Federal Home Loan banks from across the country. The largest single source of wholesale federal funds purchased totaled $600 million at September 30, 2019. 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 $8.1 billion during the quarter, compared to $7.2 billion in the second quarter of 2019.

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

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

- 34 -

Table 26 -- Borrowed Funds

(In thousands)



			Three Months Ended September 30, 2019								Three Months Ended June 30, 2019
	Sept. 30, 2019		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter		June 30, 2019		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter

Parent Company and Other Non-Bank Subsidiaries:
Other borrowings	8,132		5,515		3.54	%	$	8,132	5,578		6,593		3.22	%	6,593
Subordinated debentures	275,909		275,900		5.48	%	$	275,909	275,892		275,887		5.53	%	275,893
Total parent company and other non-bank subsidiaries	284,041		281,415		5.44	%			281,470		282,480		5.47	%

BOKF, NA:
Funds purchased	3,030,691		2,653,752		2.25	%	3,030,691		1,975,086		1,650,046		2.46	%	1,975,086
Repurchase agreements	382,360		452,411		0.58	%	507,111		356,861		416,904		0.56	%	388,760
Other borrowings:
Federal Home Loan Bank advances	6,800,000		8,102,174		2.41	%	8,000,000		7,800,000		7,153,846		2.65	%	7,800,000
GNMA repurchase liability	10,419		13,577		4.53	%	13,577		14,499		10,755		4.44	%	14,499
Other	3,783		3,757		5.82	%	3,783		3,732		4,423		4.62	%	3,732
Total other borrowings	6,814,202		8,119,508		2.42	%			7,818,231		7,169,024		2.67	%
Total BOKF, NA	10,227,253		11,225,671		2.30	%			10,150,178		9,235,974		2.53	%

Total other borrowed funds and subordinated debentures	$	10,511,294	$	11,507,086	2.39	%			$	10,431,648	$	9,518,454	2.62	%

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

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

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

- 35 -

On April 30, 2019, the board of directors authorized the Company to purchase up to five million common shares, subject to market conditions, securities law and other regulatory compliance limitations. As of September 30, 2019, 586,713 shares have been repurchased under this new authorization. The Company repurchased 336,713 shares during the third quarter of 2019 at an average price of $77.03 per share.

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

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

BOK Financial and BOKF, NA are subject to various capital requirements administered by federal agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that could have a material impact on operations. These capital requirements include quantitative measures of assets, liabilities and off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators.

A summary of minimum capital requirements, including capital conservation buffer follows in Table 27. 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 27.

Table 27 -- Capital Ratios



	Minimum Capital Requirement		Capital Conservation Buffer		Minimum Capital Requirement Including Capital Conservation Buffer		Sept. 30, 2019		June 30, 2019		Sept. 30, 2018
Risk-based capital:
Common equity Tier 1	4.50	%	2.50	%	7.00	%	11.06	%	10.84	%	12.07	%
Tier 1 capital	6.00	%	2.50	%	8.50	%	11.06	%	10.84	%	12.07	%
Total capital	8.00	%	2.50	%	10.50	%	12.56	%	12.34	%	13.37	%
Tier 1 Leverage	4.00	%	N/A		4.00	%	8.41	%	8.75	%	9.90	%

Average total equity to average assets							10.97	%	11.26	%	10.73	%
Tangible common equity ratio							8.72	%	8.69	%	9.55	%

Capital resources of financial institutions are also regularly measured by the tangible common shareholders’ equity ratio. Tangible common shareholders’ equity is shareholders’ equity as defined by generally accepted accounting principles in the United States of America (“GAAP”) less intangible assets and equity which does not benefit common shareholders. Equity that does not benefit common shareholders includes preferred equity. This non-GAAP measure is a valuable indicator of a financial institution’s capital strength since it eliminates intangible assets from shareholders’ equity and retains the effect of unrealized losses on securities and other components of accumulated other comprehensive income in shareholders’ equity.

Table 28 provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP.

- 36 -

Table 28 -- Non-GAAP Measure

(Dollars in thousands)



	Sept. 30, 2019			June 30, 2019			Mar. 31, 2019			Dec. 31, 2018			Sept. 30, 2018
Tangible common equity ratio:
Total shareholders' equity	$	4,829,016		$	4,709,438		$	4,522,873		$	4,432,109		$	3,615,032
Less: Goodwill and intangible assets, net	1,172,411			1,172,564			1,177,573			1,184,112			480,800
Tangible common equity	3,656,605			3,536,874			3,345,300			3,247,997			3,134,232
Total assets	43,127,205			41,893,073			39,882,962			38,020,504			33,289,864
Less: Goodwill and intangible assets, net	1,172,411			1,172,564			1,177,573			1,184,112			480,800
Tangible assets	$	41,954,794		$	40,720,509		$	38,705,389		$	36,836,392		$	32,809,064
Tangible common equity ratio	8.72		%	8.69		%	8.64		%	8.82		%	9.55		%

Off-Balance Sheet Arrangements

See Note 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 un-pledged assets, among other things. Further, the Board approved market risk limits for fixed income trading, mortgage pipeline and mortgage servicing assets inclusive of economic hedge benefits. Exposure is measured daily and compliance is reviewed monthly. Deviations from the Board approved limits, which periodically occur throughout the reporting period, may require management to develop and execute plans to reduce exposure. These plans are subject to escalation to and approval by the Board.

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

Interest Rate Risk – Other than Trading

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

- 37 -

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 29 -- Interest Rate Sensitivity

(Dollars in thousands)



	200 bp Increase						100 bp Decrease¹
	September 30,						September 30,
	2019			2018			2019			2018
Anticipated impact over the next twelve months on net interest revenue	$	(20,916	)	$	979		$	(28,509	)	$	(36,275	)
	(1.89		)%	0.10		%	(2.57		)%	(3.65		)%

¹The results of a 200 basis point decrease in interest rates in the low-rate environment are not meaningful, therefore we will instead report the effect of a 100 basis point decrease in interest rates.

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

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

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

Table 30 -- MSR Asset and Hedge Sensitivity Analysis

(Dollars in thousands)



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

- 38 -

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 31 -- Mortgage Pipeline Sensitivity Analysis

(Dollars in thousands)



	Three Months Ended September 30,												Nine Months Ended September 30,
	2019						2018						2019						2018
	Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp
Average¹	$	(84	)	$	(171	)	$	156		$	(655	)	$	(97	)	$	(382	)	$	335		$	(841	)
Low²	528			293			596			(347		)	528			330			2,077			699
High³	(411		)	(478		)	(101		)	(1,025		)	(664		)	(1,343		)	(1,015		)	(2,447		)
Period End	25			(164		)	139			(601		)	25			(164		)	139			(601		)


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


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


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

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

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

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

- 39 -

Table 32 -- Trading Sensitivity Analysis

(Dollars in thousands)



	Three Months Ended September 30,												Nine Months Ended September 30,
	2019						2018						2019						2018
	Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp
Average¹	$	(1,244	)	$	1,361		$	(897	)	$	(55	)	$	(1,800	)	$	1,820		$	(1,329	)	$	714
Low²	2,939			3,065			2,041			3,447			2,939			5,378			2,041			4,423
High³	(3,359		)	(4,747		)	(4,005		)	(3,463		)	(5,153		)	(4,747		)	(4,534		)	(3,463		)
Period End	(1,719		)	1,371			(2,116		)	1,573			(1,719		)	1,371			(2,116		)	1,573


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


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


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

We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. In 2017, the U.K. Financial Conduct Authority announced that it would no longer persuade or compel banks to submit to LIBOR after 2021. U.S. regulatory authorities have voiced similar support for phasing out LIBOR. The Federal Reserve Bank of New York’s Alternative Reference Rate Committee has recommended the Secured Overnight Financing Rate (“SOFR”) as an alternative for LIBOR. However, for two key reasons, SOFR is a secured rate while LIBOR is an unsecured rate and SOFR is an overnight rate while LIBOR is published for different maturities, SOFR is not the economic equivalent of LIBOR. The impact of SOFR or other alternatives to LIBOR on the valuations, pricing and operation of our financial instruments is not yet known.

Management has established a LIBOR Transition Working Group (the “Group”) whose purpose is to guide the overall transition process for the company. The Group is an internal, cross-functional team with representatives from all business lines, support and control functions and legal counsel. Key loan provisions have been modified to ensure that new and renewed loans include appropriate LIBOR fallback language to ensure the smoothest possible transition from LIBOR to the new benchmark when such transition occurs. All existing financial contracts, primarily focusing on loans that mature after 2021, are being assessed for direct exposure to LIBOR. Remediation will begin once this assessment is completed. The Group is also preparing for a risk assessment for indirect LIBOR exposures such as financial risk models. The results of this assessment will drive development and prioritization of actions.

- 40 -

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

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

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

- 41 -



Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Interest revenue	2019			2018			2019			2018
Loans	$	286,694		$	218,732		$	859,898		$	617,517
Residential mortgage loans held for sale	1,891			2,151			5,308			6,328
Trading securities	14,452			17,295			48,645			38,021
Investment securities	3,221			3,598			10,160			11,118
Available for sale securities	67,633			48,917			184,344			142,303
Fair value option securities	10,708			3,881			23,448			12,627
Restricted equity securities	7,558			5,232			20,419			15,757
Interest-bearing cash and cash equivalents	3,050			3,441			9,879			19,163
Total interest revenue	395,207			303,247			1,162,101			862,834
Interest expense
Deposits	46,917			24,535			127,517			63,717
Borrowed funds	65,381			35,804			180,595			93,860
Subordinated debentures	3,813			2,025			11,359			6,076
Total interest expense	116,111			62,364			319,471			163,653
Net interest revenue	279,096			240,883			842,630			699,181
Provision for credit losses	12,000			4,000			25,000			(1,000		)
Net interest revenue after provision for credit losses	267,096			236,883			817,630			700,181
Other operating revenue
Brokerage and trading revenue	43,840			23,086			115,983			80,222
Transaction card revenue	22,015			21,396			64,668			63,361
Fiduciary and asset management revenue	43,621			57,514			132,004			141,038
Deposit service charges and fees	28,837			27,765			85,154			82,760
Mortgage banking revenue	30,180			23,536			82,145			75,907
Other revenue	17,626			12,900			42,825			39,781
Total fees and commissions	186,119			166,197			522,779			483,069
Other gains, net	4,544			2,754			11,000			6,040
Gain (loss) on derivatives, net	3,778			(2,847		)	19,595			(11,589		)
Gain (loss) on fair value option securities, net	4,597			(4,385		)	24,115			(25,290		)
Change in fair value of mortgage servicing rights	(12,593		)	5,972			(62,814		)	28,901
Gain (loss) on available for sale securities, net	5			250			1,110			(802		)
Total other operating revenue	186,450			167,941			515,785			480,329
Other operating expense
Personnel	162,573			143,531			492,143			422,425
Business promotion	8,859			7,620			26,875			21,316
Charitable contributions to BOKF Foundation	—			—			1,000			—
Professional fees and services	12,312			13,209			41,453			38,387
Net occupancy and equipment	27,558			23,394			83,959			70,201
Insurance	4,220			6,232			15,513			19,070
Data processing and communications	31,915			31,665			93,099			87,221
Printing, postage and supplies	3,825			3,837			12,817			11,937
Net losses and operating expenses of repossessed assets	1,728			4,044			4,304			14,471
Amortization of intangible assets	5,064			1,603			15,393			4,289
Mortgage banking costs	14,975			11,741			36,426			34,780
Other expense	6,263			5,741			20,604			19,426
Total other operating expense	279,292			252,617			843,586			743,523
Net income before taxes	174,254			152,207			489,829			436,987
Federal and state income taxes	32,396			34,662			99,926			98,940
Net income	141,858			117,545			389,903			338,047
Net income (loss) attributable to non-controlling interests	(373		)	289			(503		)	857
Net income attributable to BOK Financial Corporation shareholders	$	142,231		$	117,256		$	390,406		$	337,190
Earnings per share:
Basic	$	2.00		$	1.79		$	5.47		$	5.15
Diluted	$	2.00		$	1.79		$	5.47		$	5.15
Average shares used in computation:
Basic	70,596,307			64,901,095			70,953,544			64,883,319
Diluted	70,609,924			64,934,351			70,968,845			64,919,728
Dividends declared per share	$	0.50		$	0.50		$	1.50		$	1.40

See accompanying notes to consolidated financial statements.

- 42 -



Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except share and per share data)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income	$	141,858		$	117,545		$	389,903		$	338,047
Other comprehensive income (loss) before income taxes:
Net change in unrealized gain (loss)	46,285			(35,941		)	274,441			(166,464		)
Reclassification adjustments included in earnings:
Loss (gain) on available for sale securities, net	(5		)	(250		)	(1,110		)	802
Other comprehensive income (loss) before income taxes	46,280			(36,191		)	273,331			(165,662		)
Federal and state income taxes	11,096			(9,134		)	66,993			(42,183		)
Other comprehensive income (loss), net of income taxes	35,184			(27,057		)	206,338			(123,479		)
Comprehensive income	177,042			90,488			596,241			214,568
Comprehensive income (loss) attributable to non-controlling interests	(373		)	289			(503		)	857
Comprehensive income attributable to BOK Financial Corp. shareholders	$	177,415		$	90,199		$	596,744		$	213,711

See accompanying notes to consolidated financial statements.

- 43 -

Consolidated Balance Sheets (In thousands, except share data)

	Sept. 30, 2019			Dec. 31, 2018
	(Unaudited)			(Footnote 1)
Assets
Cash and due from banks	$	761,130		$	741,749
Interest-bearing cash and cash equivalents	465,458			401,675
Trading securities	1,675,212			1,956,923
Investment securities (fair value: September 30, 2019 – $324,021; December 31, 2018 – $367,298)	304,224			355,187
Available for sale securities	11,024,551			8,857,120
Fair value option securities	1,816,398			283,235
Restricted equity securities	479,018			344,447
Residential mortgage loans held for sale	282,487			149,221
Loans	22,285,367			21,656,730
Allowance for loan losses	(204,432		)	(207,457		)
Loans, net of allowance	22,080,935			21,449,273
Premises and equipment, net	516,597			330,033
Receivables	219,420			204,960
Goodwill	1,048,091			1,049,263
Intangible assets, net	124,320			134,849
Mortgage servicing rights	193,661			259,254
Real estate and other repossessed assets, net of allowance (September 30, 2019 – $11,278; December 31, 2018 – $13,665)	21,026			17,487
Derivative contracts, net	352,019			320,929
Cash surrender value of bank-owned life insurance	387,035			381,608
Receivable on unsettled securities sales	904,630			336,400
Other assets	470,993			446,891
Total assets	$	43,127,205		$	38,020,504

Liabilities and Equity
Liabilities:
Noninterest-bearing demand deposits	$	9,844,397		$	10,414,592
Interest-bearing deposits:
Transaction	13,521,545			12,206,576
Savings	557,593			529,215
Time	2,243,541			2,113,380
Total deposits	26,167,076			25,263,763
Funds purchased and repurchase agreements	3,413,051			1,018,411
Other borrowings	6,822,334			6,124,390
Subordinated debentures	275,909			275,913
Accrued interest, taxes and expense	218,775			192,826
Derivative contracts, net	336,791			362,306
Due on unsettled securities purchases	703,448			156,370
Other liabilities	352,156			183,480
Total liabilities	38,289,540			33,577,459
Shareholders' equity:
Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: September 30, 2019 – 75,757,009; December 31, 2018 – 75,711,492)	5			5
Capital surplus	1,346,730			1,334,030
Retained earnings	3,655,590			3,369,654
Treasury stock (shares at cost: September 30, 2019 – 4,898,999; December 31, 2018 – 3,588,560)	(307,062		)	(198,995		)
Accumulated other comprehensive gain (loss)	133,753			(72,585		)
Total shareholders’ equity	4,829,016			4,432,109
Non-controlling interests	8,649			10,936
Total equity	4,837,665			4,443,045
Total liabilities and equity	$	43,127,205		$	38,020,504

See accompanying notes to consolidated financial statements.

- 44 -

Consolidated Statements of Changes in Equity (Unaudited) (In thousands)

	Common Stock				Capital Surplus		Retained Earnings			Treasury Stock				Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity
	Shares		Amount		Capital Surplus		Retained Earnings			Shares	Amount			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity
Balance, June 30, 2019	75,756		$	5	$	1,343,082	$	3,548,907		4,562	$	(281,125	)	$	98,569		$	4,709,438		$	9,037		$	4,718,475
Net income (loss)	—		—		—		142,231			—	—			—			142,231			(373		)	141,858
Other comprehensive income	—		—		—		—			—	—			35,184			35,184			—			35,184
Repurchase of common stock	—		—		—		—			337	(25,937		)	—			(25,937		)	—			(25,937		)
Share-based compensation plans:	—		—		—		—			—	—			—			—			—			—
Stock options exercised	3		—		177		—			—	—			—			177			—			177
Non-vested shares awarded, net	(2	)	—		—		—			—	—			—			—			—			—
Vesting of non-vested shares	—		—		—		—			—	—			—			—			—			—
Share-based compensation	—		—		3,471		—			—	—			—			3,471			—			3,471
Cash dividends on common stock	—		—		—		(35,548		)	—	—			—			(35,548		)	—			(35,548		)
Capital calls and distributions, net	—		—		—		—			—	—			—			—			(15		)	(15		)
Balance, September 30, 2019	75,757		$	5	$	1,346,730	$	3,655,590		4,899	$	(307,062	)	$	133,753		$	4,829,016		$	8,649		$	4,837,665

Balance, December 31, 2018	75,711		$	5	$	1,334,030	$	3,369,654		3,589	$	(198,995	)	$	(72,585	)	$	4,432,109		$	10,936		$	4,443,045
Transition adjustment - Leasing standard	—		—		—		2,862			—	—			—			2,862			—			2,862
Balance, January 1, 2019, Adjusted	75,711		5		1,334,030		3,372,516			3,589	(198,995		)	(72,585		)	4,434,971			10,936			4,445,907
Net income (loss)	—		—		—		390,406			—	—			—			390,406			(503		)	389,903
Other comprehensive income	—		—		—		—			—	—			206,338			206,338			—			206,338
Repurchase of common stock	—		—		—		—			1,292	(106,639		)	—			(106,639		)	—			(106,639		)
Share-based compensation plans:	—		—		—		—			—	—			—			—			—			—
Stock options exercised	21		—		1,080		—			—	—			—			1,080			—			1,080
Non-vested shares awarded, net	25		—		—		—			—	—			—			—			—			—
Vesting of non-vested shares	—		—		—		—			18	(1,428		)	—			(1,428		)	—			(1,428		)
Share-based compensation	—		—		11,620		—			—	—			—			11,620			—			11,620
Cash dividends on common stock	—		—		—		(107,332		)	—	—			—			(107,332		)	—			(107,332		)
Capital calls and distributions, net	—		—		—		—			—	—			—			—			(1,784		)	(1,784		)
Balance, September 30, 2019	75,757		$	5	$	1,346,730	$	3,655,590		4,899	$	(307,062	)	$	133,753		$	4,829,016		$	8,649		$	4,837,665

Balance, June 30, 2018	75,314		$	4	$	1,040,202	$	3,212,653		9,874	$	(564,123	)	$	(135,305	)	$	3,553,431		$	22,614		$	3,576,045
Net income (loss)	—		—		—		117,256			—	—			—			117,256			289			117,545
Other comprehensive income	—		—		—		—			—	—			(27,057		)	(27,057		)	—			(27,057		)
Repurchase of common stock	—		—		—		—			—	—			—			—			—			—
Share-based compensation plans:	—		—		—		—			—	—			—			—			—			—
Stock options exercised	3		—		134		—			—	—			—			134			—			134
Non-vested shares awarded, net	(8	)	—		—		—			—	—			—			—			—			—
Vesting of non-vested shares	—		—		—		—			—	—			—			—			—			—
Share-based compensation	—		—		4,094		—			—	—			—			4,094			—			4,094
Cash dividends on common stock	—		—		—		(32,826		)	—	—			—			(32,826		)	—			(32,826		)
Capital calls and distributions, net	—		—		—		—			—	—			—			—			(12,175		)	(12,175		)
Balance, September 30, 2018	75,309		$	4	$	1,044,430	$	3,297,083		9,874	$	(564,123	)	$	(162,362	)	$	3,615,032		$	10,728		$	3,625,760

Balance, December 31, 2017	75,148		$	4	$	1,035,895	$	3,048,487		9,753	$	(552,845	)	$	(36,174	)	$	3,495,367		$	22,967		$	3,518,334
Transition adjustment of net unrealized gains on equity securities	—		—		—		2,709			—	—			(2,709		)	—			—			—
Balance, December 31, 2017, Adjusted	75,148		4		1,035,895		3,051,196			9,753	(552,845		)	(38,883		)	3,495,367			22,967			3,518,334
Net income (loss)	—		—		—		337,190			—	—			—			337,190			857			338,047
Other comprehensive income	—		—		—		—			—	—			(123,479		)	(123,479		)	—			(123,479		)
Repurchase of common stock	—		—		—		—			90	(8,408		)	—			(8,408		)	—			(8,408		)
Share-based compensation plans:	—		—		—		—			—	—			—			—			—			—
Stock options exercised	49		—		2,560		—			—	—			—			2,560			—			2,560
Non-vested shares awarded, net	112		—		—		—			—	—			—			—			—			—
Vesting of non-vested shares	—		—		—		—			31	(2,870		)	—			(2,870		)	—			(2,870		)
Share-based compensation	—		—		5,975		—			—	—			—			5,975			—			5,975
Cash dividends on common stock	—		—		—		(91,303		)	—	—			—			(91,303		)	—			(91,303		)
Capital calls and distributions, net	—		—		—		—			—	—			—			—			(13,096		)	(13,096		)
Balance, September 30, 2018	75,309		$	4	$	1,044,430	$	3,297,083		9,874	$	(564,123	)	$	(162,362	)	$	3,615,032		$	10,728		$	3,625,760

- 45 -

See accompanying notes to consolidated financial statements.

- 46 -

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

	Nine Months Ended
	September 30,
	2019			2018
Cash Flows From Operating Activities:
Net income	$	389,903		$	338,047
Adjustments to reconcile net income to net cash used in operating activities:
Provision for credit losses	25,000			(1,000		)
Change in fair value of mortgage servicing rights due to market changes	62,814			(28,901		)
Change in the fair value of mortgage servicing rights due to principal payments	27,600			25,783
Net unrealized losses (gains) from derivative contracts	(25,306		)	3,309
Share-based compensation	11,620			5,975
Depreciation and amortization	69,762			41,999
Net amortization of discounts and premiums	(16,648		)	19,001
Net losses (gains) on financial instruments and other losses (gains), net	(2,656		)	5,581
Net gain on mortgage loans held for sale	(25,803		)	(26,242		)
Mortgage loans originated for sale	(2,170,287		)	(2,093,860		)
Proceeds from sale of mortgage loans held for sale	2,070,572			2,165,989
Capitalized mortgage servicing rights	(24,821		)	(28,688		)
Change in trading and fair value option securities	(1,251,759		)	(848,409		)
Change in receivables	(613,872		)	(249,347		)
Change in other assets	12,981			(15,157		)
Change in accrued interest, taxes and expense	(15,600		)	66,697
Change in other liabilities	419,982			229,815
Net cash used in operating activities	(1,056,518		)	(389,408		)
Cash Flows From Investing Activities:
Proceeds from maturities or redemptions of investment securities	49,621			89,099
Proceeds from maturities or redemptions of available for sale securities	1,267,190			1,208,373
Purchases of investment securities	—			(4,218		)
Purchases of available for sale securities	(3,802,635		)	(1,404,291		)
Proceeds from sales of available for sale securities	628,385			232,826
Change in amount receivable on unsettled available for sale securities transactions	29,010			67,775
Loans originated, net of principal collected	(590,196		)	(1,187,762		)
Net payments on derivative asset contracts	40,922			(39,485		)
Acquisitions, net of cash acquired	—			(13,870		)
Proceeds from disposition of assets	127,476			265,786
Purchases of assets	(308,630		)	(250,447		)
Net cash used in investing activities	(2,558,857		)	(1,036,214		)
Cash Flows From Financing Activities:
Net change in demand deposits, transaction deposits and savings accounts	773,152			(406,446		)
Net change in time deposits	129,980			(22,570		)
Net change in other borrowed funds	3,027,298			1,035,549
Net proceeds on derivative liability contracts	(43,932		)	42,883
Net change in derivative margin accounts	(85,468		)	(46,390		)
Change in amount due on unsettled available for sale securities transactions	111,828			(148,190		)
Issuance of common and treasury stock, net	(348		)	(310		)
Repurchase of common stock	(106,639		)	(8,408		)
Dividends paid	(107,332		)	(91,303		)
Net cash provided by financing activities	3,698,539			354,815
Net increase (decrease) in cash and cash equivalents	83,164			(1,070,807		)
Cash and cash equivalents at beginning of period	1,143,424			2,317,054
Cash and cash equivalents at end of period	$	1,226,588		$	1,246,247

Supplemental Cash Flow Information:
Cash paid for interest	$	316,481		$	163,381
Cash paid for taxes	$	77,912		$	77,373
Net loans and bank premises transferred to repossessed real estate and other assets	$	8,489		$	9,513
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	$	65,286		$	70,814
Conveyance of other real estate owned guaranteed by U.S. government agencies	$	22,449		$	32,206
Right-of-use assets obtained in exchange for operating lease liabilities	$	58,766		$	—

See accompanying notes to consolidated financial statements.

- 47 -

Notes to Consolidated Financial Statements (Unaudited)

(1) Significant Accounting Policies

Basis of Presentation

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

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

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

The financial information should be read in conjunction with BOK Financial’s 2018 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2018 have been derived from the audited financial statements included in BOK Financial’s 2018 Form 10-K but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the nine-month period ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board (“FASB”)

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

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

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

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

The company has established a CECL implementation team to evaluate the impact to the Company’s financial statements. The CECL implementation team, overseen by the Chief Credit Officer, Chief Financial Officer and Chief Risk Officer, has developed a project plan that incorporates input from various departments within the bank including Credit, Financial Reporting, Risk and Information Technology among others. The Audit Committee and Credit Committee of the Board of Directors is periodically updated on project progress. In the second half of 2019, the implementation team is focused on design and operation of internal controls over the expected credit losses estimate and formalizing governance and approval processes. This includes finalizing model validation, refinement of model assumptions and qualitative framework, as well as drafting policies, reporting, and disclosures. These activities support our parallel runs and related results. The Company will adopt the standard on January 1, 2020 through a cumulative-effect adjustment to retained earnings.

- 48 -

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

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

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

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

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

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

- 49 -

(2) Securities

Trading Securities

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



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

Investment Securities

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



	September 30, 2019
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
Municipal and other tax-exempt	$	104,418	$	107,647	$	3,247	$	(18	)
Residential agency mortgage-backed securities	11,125		11,650		528		(3		)
Other debt securities	188,681		204,724		16,457		(414		)
Total investment securities	$	304,224	$	324,021	$	20,232	$	(435	)



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

- 50 -

The amortized cost and fair values of investment securities at September 30, 2019, by contractual maturity, are as shown in the following table (dollars in thousands):



	Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity¹
Fixed maturity debt securities:
Amortized cost	$	42,266	$	93,139	$	145,046	$	12,648	$	293,099	5.16
Fair value	42,426		96,704		160,698		12,543		312,371
Residential mortgage-backed securities:
Amortized cost									$	11,125	²
Fair value									11,650
Total investment securities:
Amortized cost									$	304,224
Fair value									324,021


¹	Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty.


²	The average expected lives of residential mortgage-backed securities were 4.5 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities

(in thousands):



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



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

- 51 -

Available for Sale Securities

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



	September 30, 2019
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
U.S. Treasury	$	2,294	$	2,296	$	2	$	—
Municipal and other tax-exempt	1,772		1,848		76		—
Mortgage-backed securities:
Residential agency	7,636,923		7,740,461		114,646		(11,108		)
Residential non-agency	28,814		44,803		15,989		—
Commercial agency	3,176,188		3,234,671		61,003		(2,520		)
Other debt securities	500		472		—		(28		)
Total available for sale securities	$	10,846,491	$	11,024,551	$	191,716	$	(13,656	)



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

The amortized cost and fair values of available for sale securities at September 30, 2019, by contractual maturity, are as shown in the following table (dollars in thousands):



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


¹	Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.


²	The average expected lives of residential mortgage-backed securities were 4.0 years based upon current prepayment assumptions.

- 52 -

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



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019			2018
Proceeds	$	261,028		$	45,293	$	628,385		$	232,826
Gross realized gains	989			250		7,316			700
Gross realized losses	(984		)	—		(6,206		)	(1,502		)
Related federal and state income tax expense (benefit)	1			64		282			(204		)

The fair value of debt securities pledged as collateral for repurchase agreements, public trust funds on deposit and for other purposes, as required by law was $10.8 billion at September 30, 2019 and $9.1 billion at December 31, 2018. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available for Sale Securities

(in thousands)



	September 30, 2019
	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
U.S. Treasury	—	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities:
Residential agency	108	931,248		3,260		753,448		7,848		1,684,696		11,108
Commercial agency	57	449,798		1,612		224,409		908		674,207		2,520
Other debt securities	1	—		—		472		28		472		28
Total available for sale securities	166	$	1,381,046	$	4,872	$	978,329	$	8,784	$	2,359,375	$	13,656



	December 31, 2018
	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
U.S. Treasury	1	$	—	$	—	$	493	$	3	$	493	$	3
Mortgage-backed securities:
Residential agency	289	510,824		1,158		3,641,370		96,606		4,152,194		97,764
Commercial agency	197	179,258		394		1,969,504		39,969		2,148,762		40,363
Other debt securities	3	9,982		63		20,436		64		30,418		127
Total available for sale securities	490	$	700,064	$	1,615	$	5,631,803	$	136,642	$	6,331,867	$	138,257

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

- 53 -

Fair Value Option Securities

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

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



	September 30, 2019				December 31, 2018
	Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)
U.S. Treasury	$	552,536	$	927	$	—	$	—
Residential agency mortgage-backed securities	1,263,862		18,588		283,235		2,766
Total	$	1,816,398	$	19,515	$	283,235	$	2,766

- 54 -

(3) Derivatives

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

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

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

None of these derivative contracts have been designated as hedging instruments for accounting purposes.

Customer Risk Management Programs

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

Trading

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

Internal Risk Management Programs

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

As discussed in Note 6, 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.

- 55 -

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at September 30, 2019 (in thousands):



	Assets
	Notional¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	—	$	—	$	—		$	—	$	—		$	—
Interest rate swaps	2,399,788		67,157		(240		)	66,917		(277		)	66,640
Energy contracts	1,980,406		183,204		(59,139		)	124,065		(66,149		)	57,916
Agricultural contracts	15,538		470		(302		)	168		—			168
Foreign exchange contracts	209,515		206,914		—			206,914		—			206,914
Equity option contracts	82,860		3,114		—			3,114		(660		)	2,454
Total customer risk management programs	4,688,107		460,859		(59,681		)	401,178		(67,086		)	334,092
Trading	73,658,685		205,188		(193,306		)	11,882		—			11,882
Internal risk management programs	433,804		9,037		(2,992		)	6,045		—			6,045
Total derivative contracts	$	78,780,596	$	675,084	$	(255,979	)	$	419,105	$	(67,086	)	$	352,019

	Liabilities
	Notional¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	—	$	—	$	—		$	—	$	—		$	—
Interest rate swaps	2,399,788		67,296		(240		)	67,056		(61,563		)	5,493
Energy contracts	1,936,369		175,613		(59,139		)	116,474		(784		)	115,690
Agricultural contracts	15,547		451		(302		)	149		—			149
Foreign exchange contracts	200,347		197,807		—			197,807		(433		)	197,374
Equity option contracts	82,860		3,114		—			3,114		—			3,114
Total customer risk management programs	4,634,911		444,281		(59,681		)	384,600		(62,780		)	321,820
Trading	75,247,769		207,542		(193,306		)	14,236		—			14,236
Internal risk management programs	483,370		5,435		(2,992		)	2,443		(1,708		)	735
Total derivative contracts	$	80,366,050	$	657,258	$	(255,979	)	$	401,279	$	(64,488	)	$	336,791


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

- 56 -

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2018 (in thousands):



	Assets
	Notional ¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	10,671,151	$	92,231	$	(26,787	)	$	65,444	$	—		$	65,444
Interest rate swaps	1,924,131		36,112		(6,688		)	29,424		(7,934		)	21,490
Energy contracts	1,472,209		206,418		(60,983		)	145,435		(106,752		)	38,683
Agricultural contracts	21,210		842		(201		)	641		—			641
Foreign exchange contracts	184,990		183,759		—			183,759		—			183,759
Equity option contracts	89,085		2,021		—			2,021		(648		)	1,373
Total customer risk management programs	14,362,776		521,383		(94,659		)	426,724		(115,334		)	311,390
Trading	15,356,909		45,346		(39,521		)	5,825		—			5,825
Internal risk management programs	553,079		5,064		(1,350		)	3,714		—			3,714
Total derivative contracts	$	30,272,764	$	571,793	$	(135,530	)	$	436,263	$	(115,334	)	$	320,929

	Liabilities
	Notional ¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	10,558,151	$	90,388	$	(26,787	)	$	63,601	$	(63,596	)	$	5
Interest rate swaps	1,924,131		36,288		(6,688		)	29,600		(4,110		)	25,490
Energy contracts	1,434,247		202,494		(60,983		)	141,511		(1,490		)	140,021
Agricultural contracts	21,214		812		(201		)	611		—			611
Foreign exchange contracts	177,423		175,922		—			175,922		—			175,922
Equity option contracts	89,085		2,021		—			2,021		—			2,021
Total customer risk management programs	14,204,251		507,925		(94,659		)	413,266		(69,196		)	344,070
Trading	19,374,294		56,983		(39,521		)	17,462		—			17,462
Internal risk management programs	260,348		9,439		(1,350		)	8,089		(7,315		)	774
Total derivative contracts	$	33,838,893	$	574,347	$	(135,530	)	$	438,817	$	(76,511	)	$	362,306


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

- 57 -

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
	September 30, 2019				September 30, 2018
	Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net		Brokerage and Trading Revenue		Gain (Loss)on Derivatives, Net
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	1,667	$	—	$	7,272	$	—
Interest rate swaps	1,252		—		618		—
Energy contracts	1,611		—		541		—
Agricultural contracts	16		—		6		—
Foreign exchange contracts	138		—		78		—
Equity option contracts	—		—		—		—
Total customer risk management programs	4,684		—		8,515		—
Trading	3,630		—		6,124		—
Internal risk management programs	—		3,778		—		(2,847		)
Total derivative contracts	$	8,314	$	3,778	$	14,639	$	(2,847	)



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

- 58 -

(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"). Primarily all TDRs are classified as nonaccruing, excluding loans guaranteed by U.S. government agencies. Modifications generally consist of extension of payment terms or interest rate concessions and may result either voluntarily through negotiations with the borrower or involuntarily through court order. Generally, principal and accrued but unpaid interest is not voluntarily forgiven.

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

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

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

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

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

- 59 -

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

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



	September 30, 2019								December 31, 2018
	Fixed Rate		Variable Rate		Non-accrual		Total		Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	$	3,184,237	$	11,128,682	$	111,706	$	14,424,625	$	2,251,188	$	11,285,049	$	99,841	$	13,636,078
Commercial real estate	1,070,050		3,532,822		23,185		4,626,057		1,477,274		3,265,918		21,621		4,764,813
Residential mortgage	1,690,286		389,713		37,304		2,117,303		1,830,224		358,254		41,555		2,230,033
Personal	191,827		925,284		271		1,117,382		190,687		834,889		230		1,025,806
Total	$	6,136,400	$	15,976,501	$	172,466	$	22,285,367	$	5,749,373	$	15,744,110	$	163,247	$	21,656,730
Accruing loans past due (90 days)¹							$	1,541							$	1,338


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

Credit Commitments

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

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

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

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

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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.

General allowances for unimpaired loans are based on estimated loss rates by loan class. The gross loss rate for each loan class is determined by the greater of the current gross loss rate based on the most recent twelve months or a long-term gross loss rate. Recoveries are not directly considered in the estimation of loss rates. Recoveries generally do not follow predictable patterns and are not received until well after the charge-off date as a result of protracted legal actions. For risk graded loans, gross loss rates are adjusted for changes in risk grading. For each loan class, the current weighted average risk grade is compared to the long-term average risk grade. 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.

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The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the three months ended September 30, 2019 is summarized as follows (in thousands):



	Commercial			Commercial Real Estate			Residential Mortgage			Personal			Nonspecific Allowance		Total
Allowance for loan losses:
Beginning balance	$	106,397		$	54,188		$	15,724		$	9,388		$	16,837	$	202,534
Provision for loan losses	9,861			102			(253		)	1,911			918		12,539
Loans charged off	(9,875		)	—			(56		)	(1,776		)	—		(11,707		)
Recoveries	260			60			119			627			—		1,066
Ending balance	$	106,643		$	54,350		$	15,534		$	10,150		$	17,755	$	204,432
Allowance for off-balance sheet credit losses:
Beginning balance	$	1,742		$	116		$	44		$	1		$	—	$	1,903
Provision for off-balance sheet credit losses	(536		)	(3		)	—			—			—		(539		)
Ending balance	$	1,206		$	113		$	44		$	1		$	—	$	1,364

Total provision for credit losses	$	9,325		$	99		$	(253	)	$	1,911		$	918	$	12,000

The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the nine months ended September 30, 2019 is summarized as follows (in thousands):



	Commercial			Commercial Real Estate			Residential Mortgage			Personal			Nonspecific Allowance			Total
Allowance for loan losses:
Beginning balance	$	102,226		$	60,026		$	17,964		$	9,473		$	17,768		$	207,457
Provision for loan losses	34,740			(10,075		)	(2,660		)	3,434			(13		)	25,426
Loans charged off	(31,728		)	(118		)	(192		)	(4,671		)	—			(36,709		)
Recoveries	1,405			4,517			422			1,914			—			8,258
Ending balance	$	106,643		$	54,350		$	15,534		$	10,150		$	17,755		$	204,432
Allowance for off-balance sheet credit losses:
Beginning balance	$	1,655		$	52		$	52		$	31		$	—		$	1,790
Provision for off-balance sheet credit losses	(449		)	61			(8		)	(30		)	—			(426		)
Ending balance	$	1,206		$	113		$	44		$	1		$	—		$	1,364

Total provision for credit losses	$	34,291		$	(10,014	)	$	(2,668	)	$	3,404		$	(13	)	$	25,000

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	Commercial			Commercial Real Estate		Residential Mortgage			Personal			Nonspecific Allowance		Total
Allowance for loan losses:
Beginning balance	$	113,722		$	58,758	$	18,544		$	8,646		$	15,472	$	215,142
Provision for loan losses	(1,285		)	1,391		1			883			3,418		4,408
Loans charged off	(9,602		)	—		(91		)	(1,380		)	—		(11,073		)
Recoveries	1,263			40		229			560			—		2,092
Ending balance	$	104,098		$	60,189	$	18,683		$	8,709		$	18,890	$	210,569
Allowance for off-balance sheet credit losses:
Beginning balance	2,361			17		53			2			—		$	2,433
Provision for off-balance sheet credit losses	(424		)	19		(3		)	—			—		(408		)
Ending balance	$	1,937		$	36	$	50		$	2		$	—	$	2,025

Total provision for credit losses	$	(1,709	)	$	1,410	$	(2	)	$	883		$	3,418	$	4,000



	Commercial			Commercial Real Estate			Residential Mortgage			Personal			Nonspecific Allowance			Total
Allowance for loan losses:
Beginning balance	$	124,269		$	56,621		$	18,451		$	9,124		$	22,217		$	230,682
Provision for loan losses	2,720			248			(418		)	1,486			(3,327		)	709
Loans charged off	(24,940		)	—			(326		)	(3,802		)	—			(29,068		)
Recoveries	2,049			3,320			976			1,901			—			8,246
Ending balance	$	104,098		$	60,189		$	18,683		$	8,709		$	18,890		$	210,569
Allowance for off-balance sheet credit losses:
Beginning balance	$	3,644		$	45		$	43		$	2		$	—		$	3,734
Provision for off-balance sheet credit losses	(1,707		)	(9		)	7			—			—			(1,709		)
Ending balance	$	1,937		$	36		$	50		$	2		$	—		$	2,025

Total provision for credit losses	$	1,013		$	239		$	(411	)	$	1,486		$	(3,327	)	$	(1,000	)

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The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at September 30, 2019 is as follows (in thousands):



	Collectively Measured for Impairment				Individually Measured for Impairment				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	14,312,919	$	99,110	$	111,706	$	7,533	$	14,424,625	$	106,643
Commercial real estate	4,602,872		54,350		23,185		—		4,626,057		54,350
Residential mortgage	2,079,999		15,534		37,304		—		2,117,303		15,534
Personal	1,117,111		10,150		271		—		1,117,382		10,150
Total	22,112,901		179,144		172,466		7,533		22,285,367		186,677

Nonspecific allowance	—		—		—		—		—		17,755

Total	$	22,112,901	$	179,144	$	172,466	$	7,533	$	22,285,367	$	204,432

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



	Collectively Measured for Impairment				Individually Measured for Impairment				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	13,536,237	$	93,494	$	99,841	$	8,732	$	13,636,078	$	102,226
Commercial real estate	4,743,192		60,026		21,621		—		4,764,813		60,026
Residential mortgage	2,188,478		17,964		41,555		—		2,230,033		17,964
Personal	1,025,576		9,473		230		—		1,025,806		9,473
Total	21,493,483		180,957		163,247		8,732		21,656,730		189,689

Nonspecific allowance	—		—		—		—		—		17,768

Total	$	21,493,483	$	180,957	$	163,247	$	8,732	$	21,656,730	$	207,457

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Credit Quality Indicators

The Company utilizes loan class and risk grading as primary credit quality indicators. 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 September 30, 2019 is as follows (in thousands):



	Internally Risk Graded				Non-Graded				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	14,396,278	$	105,714	$	28,347	$	929	$	14,424,625	$	106,643
Commercial real estate	4,626,057		54,350		—		—		4,626,057		54,350
Residential mortgage	283,297		3,375		1,834,006		12,159		2,117,303		15,534
Personal	1,032,522		7,836		84,860		2,314		1,117,382		10,150
Total	20,338,154		171,275		1,947,213		15,402		22,285,367		186,677

Nonspecific allowance	—		—		—		—		—		17,755

Total	$	20,338,154	$	171,275	$	1,947,213	$	15,402	$	22,285,367	$	204,432

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



	Internally Risk Graded				Non-Graded				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	13,586,654	$	101,303	$	49,424	$	923	$	13,636,078	$	102,226
Commercial real estate	4,764,813		60,026		—		—		4,764,813		60,026
Residential mortgage	505,046		3,310		1,724,987		14,654		2,230,033		17,964
Personal	948,890		6,633		76,916		2,840		1,025,806		9,473
Total	19,805,403		171,272		1,851,327		18,417		21,656,730		189,689

Nonspecific allowance	—		—		—		—		—		17,768

Total	$	19,805,403	$	171,272	$	1,851,327	$	18,417	$	21,656,730	$	207,457

Loans are considered to be performing if 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.

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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.

The following table summarizes the Company’s loan portfolio at September 30, 2019 by the risk grade categories (in thousands):



	Internally Risk Graded								Non-Graded
	Performing
	Pass		Other Loans Especially Mentioned		Accruing Substandard		Nonaccrual		Performing		Nonaccrual		Total
Commercial:
Energy	$	3,927,285	$	60,405	$	37,685	$	88,894	$	—	$	—	$	4,114,269
Services	3,185,367		38,118		36,645		6,119		—		—		3,266,249
Wholesale/retail	1,829,614		9,757		7,742		1,504		—		—		1,848,617
Manufacturing	652,804		24,229		12,634		8,741		—		—		698,408
Healthcare	2,984,306		25,205		17,479		5,978		—		—		3,032,968
Public finance	744,840		—		—		—		—		—		744,840
Other commercial and industrial	671,819		2,053		16,632		423		28,300		47		719,274
Total commercial	13,996,035		159,767		128,817		111,659		28,300		47		14,424,625

Commercial real estate:
Residential construction and land development	135,011		—		—		350		—		—		135,361
Retail	765,708		12,067		1,262		20,132		—		—		799,169
Office	1,007,136		5,203		1,081		855		—		—		1,014,275
Multifamily	1,316,856		1,196		6,501		286		—		—		1,324,839
Industrial	872,627		—		—		909		—		—		873,536
Other commercial real estate	474,465		784		2,975		653		—		—		478,877
Total commercial real estate	4,571,803		19,250		11,819		23,185		—		—		4,626,057

Residential mortgage:
Permanent mortgage	280,243		326		2,191		537		763,535		19,628		1,066,460
Permanent mortgages guaranteed by U.S. government agencies	—		—		—		—		185,432		6,332		191,764
Home equity	—		—		—		—		848,272		10,807		859,079
Total residential mortgage	280,243		326		2,191		537		1,797,239		36,767		2,117,303

Personal	1,032,381		46		33		63		84,651		208		1,117,382

Total	$	19,880,462	$	179,389	$	142,860	$	135,444	$	1,910,190	$	37,022	$	22,285,367

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The following table summarizes the Company’s loan portfolio at December 31, 2018 by the risk grade categories (in thousands):



	Internally Risk Graded								Non-Graded
	Performing
	Pass		Other Loans Especially Mentioned		Accruing Substandard		Nonaccrual		Performing		Nonaccrual		Total
Commercial:
Energy	$	3,414,039	$	42,176	$	86,624	$	47,494	$	—	$	—	$	3,590,333
Services	3,167,203		49,761		32,661		8,567		—		—		3,258,192
Wholesale/retail	1,593,902		18,809		7,131		1,316		—		—		1,621,158
Manufacturing	668,438		30,934		22,230		8,919		—		—		730,521
Healthcare	2,730,121		14,920		37,698		16,538		—		—		2,799,277
Public finance	804,550		—		—		—		—		—		804,550
Other commercial and industrial	756,815		1,266		7,588		16,954		49,371		53		832,047
Total commercial	13,135,068		157,866		193,932		99,788		49,371		53		13,636,078

Commercial real estate:
Residential construction and land development	148,234		—		—		350		—		—		148,584
Retail	885,588		11,926		1,289		20,279		—		—		919,082
Office	1,059,334		10,532		3,054		—		—		—		1,072,920
Multifamily	1,287,471		281		12		301		—		—		1,288,065
Industrial	776,898		—		1,208		—		—		—		778,106
Other commercial real estate	555,301		1,188		876		691		—		—		558,056
Total commercial real estate	4,712,826		23,927		6,439		21,621		—		—		4,764,813

Residential mortgage:
Permanent mortgage	269,678		52		9,730		1,991		819,199		21,960		1,122,610
Permanent mortgages guaranteed by U.S. government agencies	—		—		—		—		183,734		7,132		190,866
Home equity	223,298		—		296		—		682,491		10,472		916,557
Total residential mortgage	492,976		52		10,026		1,991		1,685,424		39,564		2,230,033

Personal	944,256		115		4,443		76		76,762		154		1,025,806

Total	$	19,285,126	$	181,960	$	214,840	$	123,476	$	1,811,557	$	39,771	$	21,656,730

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Impaired Loans

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

A summary of impaired loans at September 30, 2019 follows (in thousands):



	As of										For the				For the
	September 30, 2019										Three Months Ended				Nine Months Ended
			Recorded Investment								September 30, 2019				September 30, 2019
	Unpaid Principal Balance		Total		With No Allowance		With Allowance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial:
Energy	$	139,897	$	88,894	$	62,981	$	25,913	$	7,176	$	80,263	$	—	$	67,705	$	—
Services	9,390		6,119		6,093		26		26		8,103		—		5,172		—
Wholesale/retail	1,718		1,504		1,243		261		101		1,447		—		1,087		—
Manufacturing¹	9,153		8,741		8,511		230		230		8,677		—		8,448		—
Healthcare	17,786		5,978		5,978		—		—		11,063		—		8,547		—
Public finance	—		—		—		—		—		—		—		—		—
Other commercial and industrial	8,261		470		470		—		—		7,998		—		8,585		—
Total commercial	186,205		111,706		85,276		26,430		7,533		117,551		—		99,544		—

Commercial real estate:
Residential construction and land development	1,306		350		350		—		—		350		—		350		—
Retail	20,516		20,132		20,132		—		—		20,094		—		20,206		—
Office	855		855		855		—		—		855		—		427		—
Multifamily	286		286		286		—		—		281		—		294		—
Industrial	909		909		909		—		—		454		—		454		—
Other commercial real estate	813		653		653		—		—		393		—		672		—
Total commercial real estate	24,685		23,185		23,185		—		—		22,427		—		22,403		—

Residential mortgage:
Permanent mortgage	24,639		20,165		20,165		—		—		20,984		280		22,058		894
Permanent mortgage guaranteed by U.S. government agencies²	197,847		191,764		191,764		—		—		196,310		2,020		194,751		5,863
Home equity	12,621		10,807		10,807		—		—		10,369		—		10,639		—
Total residential mortgage	235,107		222,736		222,736		—		—		227,663		2,300		227,448		6,757

Personal	338		271		271		—		—		254		—		251		—

Total	$	446,335	$	357,898	$	331,468	$	26,430	$	7,533	$	367,895	$	2,300	$	349,646	$	6,757


¹	Impaired manufacturing sector loans included $4.7 million of loans from an affiliated entity, with no allowance as the fair value of the collateral exceeded the outstanding principal balance at September 30, 2019.

²All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At September 30, 2019, the majority were accruing based on the guarantee by U.S. government agencies.

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

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



			Recorded Investment
	Unpaid Principal Balance		Total		With No Allowance		With Allowance		Related Allowance
Commercial:
Energy	$	79,675	$	47,494	$	18,639	$	28,855	$	5,362
Services	13,437		8,567		8,489		78		74
Wholesale/retail	1,722		1,316		1,015		301		101
Manufacturing	10,055		8,919		8,673		246		246
Healthcare	24,319		16,538		10,563		5,975		2,949
Public finance	—		—		—		—		—
Other commercial and industrial	26,955		17,007		17,007		—		—
Total commercial	156,163		99,841		64,386		35,455		8,732

Commercial real estate:
Residential construction and land development	1,306		350		350		—		—
Retail	27,680		20,279		20,279		—		—
Office	—		—		—		—		—
Multifamily	301		301		301		—		—
Industrial	—		—		—		—		—
Other commercial real estate	851		691		691		—		—
Total commercial real estate	30,138		21,621		21,621		—		—

Residential mortgage:
Permanent mortgage	28,716		23,951		23,951		—		—
Permanent mortgage guaranteed by U.S. government agencies¹	196,296		190,866		190,866		—		—
Home equity	12,196		10,472		10,472		—		—
Total residential mortgage	237,208		225,289		225,289		—		—

Personal	278		230		230		—		—

Total	$	423,787	$	346,981	$	311,526	$	35,455	$	8,732


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

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Troubled Debt Restructurings

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

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

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

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Nonaccrual & Past Due Loans

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

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of September 30, 2019 is as follows (in thousands):



			Past Due
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Nonaccrual		Total
Commercial:
Energy	$	4,025,375	$	—	$	—	$	—	$	88,894	$	4,114,269
Services	3,249,994		7,305		2,096		735		6,119		3,266,249
Wholesale/retail	1,844,203		2,910		—		—		1,504		1,848,617
Manufacturing	687,358		2,309		—		—		8,741		698,408
Healthcare	3,026,838		94		2		56		5,978		3,032,968
Public finance	744,840		—		—		—		—		744,840
Other commercial and industrial	718,419		337		48		—		470		719,274
Total commercial	14,297,027		12,955		2,146		791		111,706		14,424,625

Commercial real estate:
Residential construction and land development	134,947		—		—		64		350		135,361
Retail	779,037		—		—		—		20,132		799,169
Office	1,013,420		—		—		—		855		1,014,275
Multifamily	1,318,148		6,405		—		—		286		1,324,839
Industrial	872,627		—		—		—		909		873,536
Other commercial real estate	477,126		335		106		657		653		478,877
Total commercial real estate	4,595,305		6,740		106		721		23,185		4,626,057

Residential mortgage:
Permanent mortgage	1,036,793		6,097		3,405		—		20,165		1,066,460
Permanent mortgages guaranteed by U.S. government agencies	47,207		23,412		21,676		93,137		6,332		191,764
Home equity	845,616		2,282		374		—		10,807		859,079
Total residential mortgage	1,929,616		31,791		25,455		93,137		37,304		2,117,303

Personal	1,116,888		100		94		29		271		1,117,382

Total	$	21,938,836	$	51,586	$	27,801	$	94,678	$	172,466	$	22,285,367

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A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 2018 is as follows (in thousands):



			Past Due
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Nonaccrual		Total
Commercial:
Energy	$	3,542,839	$	—	$	—	$	—	$	47,494	$	3,590,333
Services	3,237,578		6,009		6,038		—		8,567		3,258,192
Wholesale/retail	1,619,290		515		37		—		1,316		1,621,158
Manufacturing	721,204		392		6		—		8,919		730,521
Healthcare	2,781,944		241		—		554		16,538		2,799,277
Public finance	804,550		—		—		—		—		804,550
Other commercial and industrial	814,489		518		25		8		17,007		832,047
Total commercial	13,521,894		7,675		6,106		562		99,841		13,636,078

Commercial real estate:
Residential construction and land development	147,705		249		280		—		350		148,584
Retail	884,424		14,379		—		—		20,279		919,082
Office	1,072,920		—		—		—		—		1,072,920
Multifamily	1,287,483		281		—		—		301		1,288,065
Industrial	776,898		1,208		—		—		—		778,106
Other commercial real estate	556,239		412		—		714		691		558,056
Total commercial real estate	4,725,669		16,529		280		714		21,621		4,764,813

Residential mortgage:
Permanent mortgage	1,095,097		3,196		366		—		23,951		1,122,610
Permanent mortgages guaranteed by U.S. government agencies	37,459		24,369		16,345		105,561		7,132		190,866
Home equity	904,572		1,102		352		59		10,472		916,557
Total residential mortgage	2,037,128		28,667		17,063		105,620		41,555		2,230,033

Personal	1,024,298		479		796		3		230		1,025,806

Total	$	21,308,989	$	53,350	$	24,245	$	106,899	$	163,247	$	21,656,730

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(5) Leasing

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

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

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

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

(6) Mortgage Banking Activities

Residential Mortgage Loan Production

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

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

The unpaid principal balance of residential mortgage loans held for sale, notional amounts of derivative contracts related to residential mortgage loan commitments and forward contract sales and their related fair values included in Mortgage loans held for sale on the Consolidated Balance Sheets were (in thousands):



	September 30, 2019					December 31, 2018
	Unpaid Principal Balance/ Notional		Fair Value			Unpaid Principal Balance/ Notional		Fair Value
Residential mortgage loans held for sale	$	269,610	$	272,489		$	145,057	$	146,971
Residential mortgage loan commitments	379,377		10,111			160,848		5,378
Forward sales contracts	649,161		(113		)	274,000		(3,128		)
			$	282,487				$	149,221

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of September 30, 2019 or December 31, 2018. No credit losses were recognized on residential mortgage loans held for sale for the nine month period ended September 30, 2019 and 2018.

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Mortgage banking revenue was as follows (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
Production revenue:
Net realized gains on sale of mortgage loans	$	8,971	$	9,063		$	24,838	$	28,699
Net change in unrealized gain on mortgage loans held for sale	97		(2,135		)	965		(2,457		)
Net change in the fair value of mortgage loan commitments	514		(2,446		)	4,733		(1,496		)
Net change in the fair value of forward sales contracts	4,232		2,768			3,015		1,871
Total production revenue	13,814		7,250			33,551		26,617
Servicing revenue	16,366		16,286			48,594		49,290
Total mortgage banking revenue	$	30,180	$	23,536		$	82,145	$	75,907

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

Residential Mortgage Servicing

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

The following represents a summary of mortgage servicing rights (dollars in thousands):



	September 30, 2019			December 31, 2018
Number of residential mortgage loans serviced for others	128,463			132,463
Outstanding principal balance of residential mortgage loans serviced for others	$	21,046,136		$	21,658,335
Weighted average interest rate	3.99		%	3.99		%
Remaining term (in months)	290			293

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Beginning Balance	$	208,308		$	278,719		$	259,254		$	252,867
Additions, net	9,882			8,968			24,821			28,688
Change in fair value due to principal payments	(11,936		)	(8,986		)	(27,600		)	(25,783		)
Change in fair value due to market assumption changes	(12,593		)	5,972			(62,814		)	28,901
Ending Balance	$	193,661		$	284,673		$	193,661		$	284,673

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

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Mortgage servicing rights are not traded in active markets. Fair value is determined by discounting the projected net cash flows. Significant market assumptions used to determine fair value based on significant unobservable inputs were as follows:



	September 30, 2019	December 31, 2018
Discount rate – risk-free rate plus a market premium	9.82%	9.90%
Prepayment rate - based upon loan interest rate, original term and loan type	8.31% - 17.22%	8.05% - 15.74%
Loan servicing costs – annually per loan based upon loan type:
Performing loans	$68 - $94	$67 - $93
Delinquent loans	$150 - $500	$150 - $500
Loans in foreclosure	$1,000 - $4,000	$1,000 - $4,000
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life	1.51%	2.57%
Primary/secondary mortgage rate spread	102 bps	105 bps

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

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(7) Commitments and Contingent Liabilities

Litigation Contingencies

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

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

On September 7, 2016, BOKF, NA agreed, and the SEC entered, a consent order finding that BOKF, NA had violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act and requiring BOKF, NA to disgorge

$1,067,721 of fees and pay a civil penalty of $600,000. BOKF, NA disgorged the fees and paid the penalty.

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

On July 9, 2019, the New Jersey Federal District Court, upon motion of the SEC, terminated the Payment Plan except with respect to facilities then under contract to be sold. The SEC has announced its intention to seek judgment against the principal individual and his wife for the amount remaining on the bonds. As a result, management is no longer able to conclude that the individual principal and his wife will be successful in paying the obligations he has to pay the bonds in full. Management has been advised by counsel that BOKF, NA has valid defenses to claims of bondholders and that no loss to the company is probable. No provision for losses has been made at this time. BOKF, NA estimates that upon sale of all facilities securing payment of the bonds, including those currently under contract and those not currently under contract, approximately $20 million will remain outstanding. BOKF, NA is unable at this time to assess whether the individual principal and his wife will have the financial capacity to pay in full the balance due on the bonds. If the individual principal and his wife do not have the financial ability to pay the bonds in full, a bondholder loss could become probable. Under all circumstances, the obligation of the principals to repay the bonds continues as an obligation not dischargeable in bankruptcy. A reasonable estimate cannot be made of the amount of any bondholder loss, though the amount of bondholder loss could be material to the company in the event a loss to the company becomes probable.

On March 5, 2018, BOKF, NA was sued in the Fulton, Georgia County District Court by the administratrix of a deceased resident who had sued for and obtained a judgment for wrongful death against one of the operators of a nursing home financed by one of the bonds which are the subject of the litigation discussed above. The judgment is alleged to total approximately $8 million in principal and interest at this time. Plaintiff alleges that BOKF, in its capacity as indenture trustee for the bonds, colluded with the borrower and others to defraud creditors of the nursing home by misleading the public about the solvency of the nursing home. Plaintiff alleges that this conduct has prevented her from collecting on her judgment. BOKF, NA is advised by counsel that BOKF, NA has valid defenses to the plaintiffs’ claims and no loss is probable.

- 76 -

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

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

On July 6, 2018, a plaintiff served a petition in a putative class action in the Oklahoma District Court for Tulsa County Oklahoma alleging BOKF NA breached its Demand Deposit Agreements by charging overdraft and not sufficient funds fees to deposit accounts on the day of the transaction triggering the fee and by the bank's debit hold process causing overdraft fees. Management is advised by counsel that a loss is not probable and that the loss, if any, cannot be reasonably estimated.

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

Alternative Investment Commitments

The Company sponsors 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.

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

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(8) Shareholders' Equity

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

Dividends declared were $0.50 and $1.50 per share during the three and nine months ended September 30, 2019 and $0.50 and $1.40 per share during the three and nine months ended September 30, 2018.

Accumulated Other Comprehensive Income (Loss)

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

A rollforward of the components of accumulated other comprehensive income (loss) is included as follows (in thousands):



	Unrealized Gain (Loss) on
	Available for Sale Securities			Employee Benefit Plans			Total
Balance, December 31, 2017	$	(35,385	)	$	(789	)	$	(36,174	)
Transition adjustment for net unrealized gains on equity securities	(2,709		)	—			(2,709		)
Net change in unrealized gain (loss)	(166,464		)	—			(166,464		)
Reclassification adjustments included in earnings:
Loss on available for sale securities, net	802			—			802
Other comprehensive loss, before income taxes	(165,662		)	—			(165,662		)
Federal and state income taxes¹	(42,183		)	—			(42,183		)
Other comprehensive loss, net of income taxes	(123,479		)	—			(123,479		)
Balance, September 30, 2018	$	(161,573	)	$	(789	)	$	(162,362	)

Balance, December 31, 2018	$	(70,999	)	$	(1,586	)	$	(72,585	)
Net change in unrealized gain (loss)	274,441			—			274,441
Reclassification adjustments included in earnings:
Gain on available for sale securities, net	(1,110		)	—			(1,110		)
Other comprehensive income, before income taxes	273,331			—			273,331
Federal and state income taxes¹	66,993			—			66,993
Other comprehensive income, net of income taxes	206,338			—			206,338
Balance, September 30, 2019	$	135,339		$	(1,586	)	$	133,753


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

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(9) Earnings Per Share



(In thousands, except share and per share amounts)	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Numerator:
Net income attributable to BOK Financial Corp. shareholders	$	142,231	$	117,256	$	390,406	$	337,190
Less: Earnings allocated to participating securities	875		963		2,553		2,940
Numerator for basic earnings per share – income available to common shareholders	141,356		116,293		387,853		334,250
Effect of reallocating undistributed earnings of participating securities	1		1		1		1
Numerator for diluted earnings per share – income available to common shareholders	$	141,357	$	116,294	$	387,854	$	334,251

Denominator:
Weighted average shares outstanding	71,033,405		65,438,849		71,425,855		65,455,306
Less: Participating securities included in weighted average shares outstanding	437,098		537,754		472,311		571,987
Denominator for basic earnings per common share	70,596,307		64,901,095		70,953,544		64,883,319
Dilutive effect of employee stock compensation plans¹	13,617		33,256		15,301		36,409
Denominator for diluted earnings per common share	70,609,924		64,934,351		70,968,845		64,919,728

Basic earnings per share	$	2.00	$	1.79	$	5.47	$	5.15
Diluted earnings per share	$	2.00	$	1.79	$	5.47	$	5.15
¹ Excludes employee stock options with exercise prices greater than current market price.	—		—		—		—

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(10) Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended September 30, 2019 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	243,944		$	27,580		$	12,343		$	(4,771	)	$	279,096
Net interest revenue (expense) from internal sources	(63,797		)	20,882			10,723			32,192			—
Net interest revenue	180,147			48,462			23,066			27,421			279,096
Provision for credit losses	9,505			1,841			(42		)	696			12,000
Net interest revenue after provision for credit losses	170,642			46,621			23,108			26,725			267,096
Other operating revenue	48,832			51,221			89,160			(2,763		)	186,450
Other operating expense	68,685			59,699			71,619			79,289			279,292
Net direct contribution	150,789			38,143			40,649			(55,327		)	174,254
Gain on financial instruments, net	28			8,339			—			(8,367		)	—
Change in fair value of mortgage servicing rights	—			(12,593		)	—			12,593			—
Gain on repossessed assets, net	802			214			—			(1,016		)	—
Corporate expense allocations	12,613			11,776			9,416			(33,805		)	—
Net income before taxes	139,006			22,327			31,233			(18,312		)	174,254
Federal and state income taxes	37,433			5,687			8,027			(18,751		)	32,396
Net income	101,573			16,640			23,206			439			141,858
Net income (loss) attributable to non-controlling interests	—			—			—			(373		)	(373		)
Net income attributable to BOK Financial Corp. shareholders	$	101,573		$	16,640		$	23,206		$	812		$	142,231

Average assets	$	23,973,067		$	9,827,130		$	10,392,988		$	(611,075	)	$	43,582,110

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Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2019 is as follows (in thousands):



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

Average assets	$	22,288,129		$	9,142,491		$	9,861,021		$	89,202		$	41,380,843


¹	CoBiz operations are included in Funds Management and Other for the first quarter of 2019 and subsequently allocated to the respective segments in the second quarter of 2019.

- 81 -

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended September 30, 2018 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	187,417		$	20,005		$	22,509		$	10,952		$	240,883
Net interest revenue (expense) from internal sources	(42,270		)	19,039			6,267			16,964			—
Net interest revenue	145,147			39,044			28,776			27,916			240,883
Provision for credit losses	8,047			1,451			(84		)	(5,414		)	4,000
Net interest revenue after provision for credit losses	137,100			37,593			28,860			33,330			236,883
Other operating revenue	40,522			44,024			83,357			38			167,941
Other operating expense	51,039			58,482			62,256			80,840			252,617
Net direct contribution	126,583			23,135			49,961			(47,472		)	152,207
Gain (loss) on financial instruments, net	(3		)	(7,229		)	7			7,225			—
Change in fair value of mortgage servicing rights	—			5,972			—			(5,972		)	—
Gain (loss) on repossessed assets, net	(1,869		)	(87		)	—			1,956			—
Corporate expense allocations	9,124			11,037			11,127			(31,288		)	—
Net income before taxes	115,587			10,754			38,841			(12,975		)	152,207
Federal and state income taxes	30,623			2,739			9,975			(8,675		)	34,662
Net income	84,964			8,015			28,866			(4,300		)	117,545
Net income attributable to non-controlling interests	—			—			—			289			289
Net income (loss) attributable to BOK Financial Corp. shareholders	$	84,964		$	8,015		$	28,866		$	(4,589	)	$	117,256

Average assets	$	18,499,979		$	8,323,543		$	8,498,363		$	(1,626,068	)	$	33,695,817

Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2018 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	529,958		$	63,504		$	56,990		$	48,729		$	699,181
Net interest revenue (expense) from internal sources	(107,715		)	51,811			26,431			29,473			—
Net interest revenue	422,243			115,315			83,421			78,202			699,181
Provision for credit losses	18,781			3,890			(238		)	(23,433		)	(1,000		)
Net interest revenue after provision for credit losses	403,462			111,425			83,659			101,635			700,181
Other operating revenue	123,245			135,291			228,766			(6,973		)	480,329
Other operating expense	148,796			174,728			188,691			231,308			743,523
Net direct contribution	377,911			71,988			123,734			(136,646		)	436,987
Gain (loss) on financial instruments, net	13			(36,901		)	7			36,881			—
Change in fair value of mortgage servicing rights	—			28,901			—			(28,901		)	—
Gain (loss) on repossessed assets, net	(6,102		)	(21		)	—			6,123			—
Corporate expense allocations	29,092			33,283			31,084			(93,459		)	—
Net income before taxes	342,730			30,684			92,657			(29,084		)	436,987
Federal and state income taxes	90,943			7,816			23,824			(23,643		)	98,940
Net income	251,787			22,868			68,833			(5,441		)	338,047
Net income attributable to non-controlling interests	—			—			—			857			857
Net income attributable to BOK Financial Corp. shareholders	$	251,787		$	22,868		$	68,833		$	(6,298	)	$	337,190

Average assets	$	18,124,571		$	8,381,205		$	8,364,712		$	(1,094,993	)	$	33,775,495

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(11) Fees and Commissions Revenue

Fees and commissions revenue is generated through the sales of products, consisting primarily of financial instruments, and the performance of services for customers under contractual obligations. Revenue from providing services for customers is recognized at the time services are provided in an amount that reflects the consideration we expect to be entitled to for those services. Revenue is recognized based on the application of five steps:


•	Identify the contract with a customer


•	Identify the performance obligations in the contract


•	Determine the transaction price


•	Allocate the transaction price to the performance obligations in the contract


•	Recognize revenue when (or as) the Company satisfies a performance obligation

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

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

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

Transaction card revenue includes merchant discount fees and electronic funds transfer network fees, net of interchange fees paid to card issuers and assessments paid to card networks. Merchant discount fees represent fees paid by customers for account management and electronic processing of card transactions. Merchant discount fees are recognized at the time the customer’s transactions are processed or other services are performed. The Company also maintains the TransFund electronic funds transfer network for the benefit of its members, which includes the Bank. Electronic funds transfer fees are recognized as electronic transactions processed on behalf of its members.

Fiduciary and asset management revenue includes fees from asset management, custody, recordkeeping, investment advisory and administration services. Revenue is recognized on an accrual basis at the time the services are performed and may be based on either the fair value of the account or the service provided.

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

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

- 83 -

Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended September 30, 2019.



	Commercial		Consumer		Wealth Management			Funds Management & Other³			Consolidated		Out of Scope¹		In Scope²
Trading revenue	$	—	$	—	$	24,091		$	—		$	24,091	$	24,091	$	—
Customer hedging revenue	2,283		—		1,810			591			4,684		4,684		—
Retail brokerage revenue	—		—		4,204			—			4,204		—		4,204
Insurance brokerage revenue	—		—		3,375			(513		)	2,862		—		2,862
Investment banking revenue	4,408		—		3,590			1			7,999		3,762		4,237
Brokerage and trading revenue	6,691		—		37,070			79			43,840		32,537		11,303
TransFund EFT network revenue	18,465		1,020		(23		)	2			19,464		—		19,464
Merchant services revenue	2,203		14		—			—			2,217		—		2,217
Corporate card revenue	328		—		6			—			334		—		334
Transaction card revenue	20,996		1,034		(17		)	2			22,015		—		22,015
Personal trust revenue	—		—		20,239			(1		)	20,238		—		20,238
Corporate trust revenue	—		—		6,204			1			6,205		—		6,205
Institutional trust & retirement plan services revenue	—		—		10,740			—			10,740		—		10,740
Investment management services and other revenue	—		—		6,480			(42		)	6,438		—		6,438
Fiduciary and asset management revenue	—		—		43,663			(42		)	43,621		—		43,621
Commercial account service charge revenue	10,609		467		540			(3		)	11,613		—		11,613
Overdraft fee revenue	81		9,603		45			3			9,732		—		9,732
Check card revenue	—		5,721		—			—			5,721		—		5,721
Automated service charge and other deposit fee revenue	197		1,519		53			2			1,771		—		1,771
Deposit service charges and fees	10,887		17,310		638			2			28,837		—		28,837
Mortgage production revenue	—		13,815		—			(1		)	13,814		13,814		—
Mortgage servicing revenue	—		16,828		—			(462		)	16,366		16,366		—
Mortgage banking revenue	—		30,643		—			(463		)	30,180		30,180		—
Other revenue	7,585		2,474		8,068			(501		)	17,626		11,812		5,814
Total fees and commissions revenue	$	46,159	$	51,461	$	89,422		$	(923	)	$	186,119	$	74,529	$	111,590


¹	Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.


²	In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.


³	CoBiz operations are included in Funds Management and Other for the first quarter of 2019.

- 84 -

Fees and commissions revenue by reportable segment and primary service line is as follows for the nine months ended September 30, 2019.



	Commercial		Consumer		Wealth Management			Funds Management & Other³			Consolidated		Out of Scope¹		In Scope²
Trading revenue	$	—	$	—	$	58,890		$	—		$	58,890	$	58,890	$	—
Customer hedging revenue	6,243		—		9,444			1,019			16,706		16,706		—
Retail brokerage revenue	—		—		12,192			(65		)	12,127		—		12,127
Insurance brokerage revenue	—		—		7,063			3,729			10,792		—		10,792
Investment banking revenue	8,345		—		9,123			—			17,468		7,189		10,279
Brokerage and trading revenue	14,588		—		96,712			4,683			115,983		82,785		33,198
TransFund EFT network revenue	54,623		2,975		(60		)	3			57,541		—		57,541
Merchant services revenue	6,351		43		—			122			6,516		—		6,516
Corporate card revenue	598		—		11			2			611		—		611
Transaction card revenue	61,572		3,018		(49		)	127			64,668		—		64,668
Personal trust revenue	—		—		61,028			—			61,028		—		61,028
Corporate trust revenue	—		—		18,736			—			18,736		—		18,736
Institutional trust & retirement plan services revenue	—		—		32,919			—			32,919		—		32,919
Investment management services and other revenue	—		—		17,730			1,591			19,321		—		19,321
Fiduciary and asset management revenue	—		—		130,413			1,591			132,004		—		132,004
Commercial account service charge revenue	31,296		1,283		1,605			1,804			35,988		—		35,988
Overdraft fee revenue	248		26,971		108			(231		)	27,096		—		27,096
Check card revenue	—		16,299		—			165			16,464		—		16,464
Automated service charge and other deposit fee revenue	569		4,762		228			47			5,606		—		5,606
Deposit service charges and fees	32,113		49,315		1,941			1,785			85,154		—		85,154
Mortgage production revenue	—		33,554		—			(3		)	33,551		33,551		—
Mortgage servicing revenue	—		50,014		—			(1,420		)	48,594		48,594		—
Mortgage banking revenue	—		83,568		—			(1,423		)	82,145		82,145		—
Other revenue	17,037		7,211		19,586			(1,009		)	42,825		28,655		14,170
Total fees and commissions revenue	$	125,310	$	143,112	$	248,603		$	5,754		$	522,779	$	193,585	$	329,194


¹	Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.


²	In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.


³	CoBiz operations are included in Funds Management and Other for the first quarter of 2019.

- 85 -

Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended September 30, 2018.



	Commercial		Consumer		Wealth Management			Funds Management & Other			Consolidated		Out of Scope¹		In Scope²
Trading revenue	$	—	$	—	$	4,830		$	—		$	4,830	$	4,830	$	—
Customer hedging revenue	1,350		—		6,935			229			8,514		8,514		—
Retail brokerage revenue	—		—		4,398			(73		)	4,325		—		4,325
Insurance brokerage revenue	—		—		170			—			170		—		170
Investment banking revenue	1,765		—		3,482			—			5,247		1,410		3,837
Brokerage and trading revenue	3,115		—		19,815			156			23,086		14,754		8,332
TransFund EFT network revenue	18,397		1,009		(21		)	2			19,387		—		19,387
Merchant services revenue	1,995		14		—			—			2,009		—		2,009
Corporate card revenue	—		—		—			—			—		—		—
Transaction card revenue	20,392		1,023		(21		)	2			21,396		—		21,396
Personal trust revenue	—		—		35,822			1			35,823		—		35,823
Corporate trust revenue	—		—		5,741			—			5,741		—		5,741
Institutional trust & retirement plan services revenue	—		—		11,095			(1		)	11,094		—		11,094
Investment management services and other revenue	—		—		4,903			(47		)	4,856		—		4,856
Fiduciary and asset management revenue	—		—		57,561			(47		)	57,514		—		57,514
Commercial account service charge revenue	10,294		366		587			(3		)	11,244		—		11,244
Overdraft fee revenue	95		9,413		30			3			9,541		—		9,541
Check card revenue	—		5,254		—			—			5,254		—		5,254
Automated service charge and other deposit fee revenue	35		1,661		22			8			1,726		—		1,726
Deposit service charges and fees	10,424		16,694		639			8			27,765		—		27,765
Mortgage production revenue	—		7,250		—			—			7,250		7,250		—
Mortgage servicing revenue	—		16,748		—			(462		)	16,286		16,286		—
Mortgage banking revenue	—		23,998		—			(462		)	23,536		23,536		—
Other revenue	5,460		2,323		5,568			(451		)	12,900		8,799		4,101
Total fees and commissions revenue	$	39,391	$	44,038	$	83,562		$	(794	)	$	166,197	$	47,089	$	119,108


¹	Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.


²	In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.

- 86 -

Fees and commissions revenue by reportable segment and primary service line is as follows for the nine months ended September 30, 2018.



	Commercial		Consumer		Wealth Management			Funds Management & Other			Consolidated		Out of Scope¹		In Scope²
Trading revenue	$	—	$	—	$	21,562		$	—		$	21,562	$	21,562	$	—
Customer hedging revenue	6,264		—		21,511			1,441			29,216		29,216		—
Retail brokerage revenue	—		—		13,751			(246		)	13,505		—		13,505
Insurance brokerage revenue	—		—		555			—			555		—		555
Investment banking revenue	5,729		—		9,655			—			15,384		4,772		10,612
Brokerage and trading revenue	11,993		—		67,034			1,195			80,222		55,550		24,672
TransFund EFT network revenue	54,647		3,005		(61		)	5			57,596		—		57,596
Merchant services revenue	5,720		45		—			—			5,765		—		5,765
Corporate card revenue	—		—		—			—			—		—		—
Transaction card revenue	60,367		3,050		(61		)	5			63,361		—		63,361
Personal trust revenue	—		—		76,481			(2		)	76,479		—		76,479
Corporate trust revenue	—		—		16,317			—			16,317		—		16,317
Institutional trust & retirement plan services revenue	—		—		33,584			3			33,587		—		33,587
Investment management services and other revenue	—		—		14,808			(153		)	14,655		—		14,655
Fiduciary and asset management revenue	—		—		141,190			(152		)	141,038		—		141,038
Commercial account service charge revenue	32,150		1,087		1,802			(3		)	35,036		—		35,036
Overdraft fee revenue	283		26,665		96			13			27,057		—		27,057
Check card revenue	—		15,515		—			—			15,515		—		15,515
Automated service charge and other deposit fee revenue	110		4,953		72			17			5,152		—		5,152
Deposit service charges and fees	32,543		48,220		1,970			27			82,760		—		82,760
Mortgage production revenue	—		26,617		—			—			26,617		26,617		—
Mortgage servicing revenue	—		50,677		—			(1,387		)	49,290		49,290		—
Mortgage banking revenue	—		77,294		—			(1,387		)	75,907		75,907		—
Other revenue	17,379		6,770		18,725			(3,093		)	39,781		27,552		12,229
Total fees and commissions revenue	$	122,282	$	135,334	$	228,858		$	(3,405	)	$	483,069	$	159,009	$	324,060


¹	Out of scope revenue generally relates to financial instruments or contractual rights and obligations within the scope of other applicable accounting guidance.


²	In scope revenue represents revenue subject to FASB ASC Topic 606, Revenue from Contracts with Customers.

- 87 -

(12) Fair Value Measurements

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

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

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

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


•	Quoted prices for similar, but not identical, assets or liabilities in active markets;


•	Quoted prices for identical or similar assets or liabilities in inactive markets;


•	Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates;


•	Other inputs derived from or corroborated by observable market inputs.

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

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

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at September 30, 2019 or December 31, 2018.

- 88 -

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of September 30, 2019 (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	$	63,334	$	—	$	63,334	$	—
Residential agency mortgage-backed securities	1,480,458		—		1,480,458		—
Municipal and other tax-exempt securities	44,105		—		44,105		—
Asset-backed securities	36,928		—		36,928		—
Other trading securities	50,387		—		50,387		—
Total trading securities	1,675,212		—		1,675,212		—
Available for sale securities:
U.S. Treasury	2,296		2,296		—		—
Municipal and other tax-exempt securities	1,848		—		1,848		—
Residential agency mortgage-backed securities	7,740,461		—		7,740,461		—
Residential non-agency mortgage-backed securities	44,803		—		44,803		—
Commercial agency mortgage-backed securities	3,234,671		—		3,234,671		—
Other debt securities	472		—		—		472
Total available for sale securities	11,024,551		2,296		11,021,783		472
Fair value option securities:
U.S. Treasury	552,536		552,536		—		—
Residential agency mortgage-backed securities	1,263,862		—		1,263,862		—
Total fair value option securities	1,816,398		552,536		1,263,862		—
Residential mortgage loans held for sale	282,487		—		268,919		13,568
Mortgage servicing rights¹	193,661		—		—		193,661
Derivative contracts, net of cash collateral²	352,019		40,491		311,528		—
Liabilities:
Derivative contracts, net of cash collateral²	336,791		—		336,791		—


¹	A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 6, Mortgage Banking Activities.

See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in asset positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded energy, interest rate and agricultural derivative contacts, net of cash margin. Derivative contacts in liability positions that were valued using quoted prices in active markets for identical instruments are exchange-traded interest rate derivative contracts, fully offset by cash margin.

- 89 -

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 2018 (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	$	63,765	$	—	$	63,765	$	—
Residential agency mortgage-backed securities	1,791,584		—		1,791,584		—
Municipal and other tax-exempt securities	34,507		—		34,507		—
Asset-backed securities	42,656		—		42,656		—
Other trading securities	24,411		—		24,411		—
Total trading securities	1,956,923		—		1,956,923		—
Available for sale securities:
U.S. Treasury	493		493		—		—
Municipal and other tax-exempt securities	2,864		—		2,864		—
Residential agency mortgage-backed securities	5,804,708		—		5,804,708		—
Residential non-agency mortgage-backed securities	59,736		—		59,736		—
Commercial agency mortgage-backed securities	2,953,889		—		2,953,889		—
Other debt securities	35,430		—		34,958		472
Total available for sale securities	8,857,120		493		8,856,155		472
Fair value option securities – Residential agency mortgage-backed securities	283,235		—		283,235		—
Residential mortgage loans held for sale	149,221		—		134,014		15,207
Mortgage servicing rights¹	259,254		—		—		259,254
Derivative contracts, net of cash collateral²	320,929		44,074		276,855		—
Liabilities:
Derivative contracts, net of cash collateral²	362,306		—		362,306		—


¹	A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 6, Mortgage Banking Activities.

See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts based on quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate, energy and agricultural derivative contacts, net of cash margin. Derivative contracts in liability positions that were valued using quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate contracts, fully offset by cash margin.

- 90 -

Following is a description of the Company's valuation methodologies used for assets and liabilities measured on a recurring basis:

Securities

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

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

Derivatives

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

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

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

Residential Mortgage Loans Held for Sale

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

- 91 -

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



	Available for sale - Other debt securities		Residential mortgage loans held for sale
Balance, June 30, 2019	$	472	$	16,073
Transfer to Level 3 from Level 2¹	—		261
Purchases	—		—
Proceeds from sales	—		(3,152		)
Redemptions and distributions	—		—
Gain (loss) recognized in earnings:
Mortgage banking revenue	—		386
Other comprehensive income (loss):
Net change in unrealized gain (loss)	—		—
Balance, September 30, 2019	$	472	$	13,568


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



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


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

- 92 -

The following represents the changes for the three and nine months ended September 30, 2018 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):



	Available for Sale Securities
	Municipal and other tax-exempt securities			Other debt securities		Residential mortgage loans held for sale
Balance, June 30, 2018	$	2,030		$	471	$	14,243
Transfer to Level 3 from Level 2¹	—			—		2,862
Purchases	—			—		—
Proceeds from sales	—			—		(143		)
Redemptions and distributions	(2,050		)	—		—
Gain (loss) recognized in earnings:
Mortgage banking revenue	—			—		(124		)
Other comprehensive income (loss):
Net change in unrealized gain (loss)	20			1		—
Balance, September 30, 2018	$	—		$	472	$	16,838


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



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


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

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A summary of quantitative information about assets measured at fair value on a recurring basis using Significant Unobservable Inputs (Level 3) as of September 30, 2019 follows (in thousands):



	Fair Value	Valuation Technique(s)		Unobservable Input	Range (Weighted Average)

Available for sale securities – Other debt securities	472	Discounted cash flows	¹	Interest rate spread	7.46%-7.46% (7.46%)	³
Available for sale securities – Other debt securities	472	Discounted cash flows	¹	Interest rate spread	94.42%-94.42% (94.42%)	²
Residential mortgage loans held for sale	13,568	Quoted prices of loans sold in securitization transactions, with a liquidity discount applied		Liquidity discount applied to the market value of mortgage loans qualifying for sale to U.S. government agencies.	96.36%


¹	Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume.


²	Represents fair value as a percentage of par value.


³	Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding approximately 3 percent.

A summary of quantitative information about assets measured at fair value on a recurring basis using Significant Unobservable Inputs (Level 3) as of December 31, 2018 follows (in thousands):



	Fair Value	Valuation Technique(s)		Unobservable Input	Range (Weighted Average)

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


¹	Discounted cash flows developed using discount rates primarily based on reference to interest rate spreads for comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies, adjusted for lack of trading volume


²	Represents fair value as a percentage of par value.


³	Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 3 percent.

- 94 -

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 September 30, 2019 for which the fair value was adjusted during the nine months ended September 30, 2019:



							Fair Value Adjustments for the
	Carrying Value at September 30, 2019						Three Months Ended Sept. 30, 2019 Recognized in:					Nine Months Ended Sept. 30, 2019 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Net losses (gains) and operating expenses of repossessed assets			Gross charge-offs against allowance for loan losses		Net losses (gains) and operating expenses of repossessed assets
Impaired loans	$	—	$	79	$	9,810	$	2,644	$	—		$	13,868	$	—
Real estate and other repossessed assets	—		5,044		936		—		(979		)	—		(532		)

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at September 30, 2018 for which the fair value was adjusted during the nine months ended September 30, 2018:



							Fair Value Adjustments for the
	Carrying Value at September 30, 2018						Three Months Ended Sept. 30, 2018 Recognized in:				Nine Months Ended Sept. 30, 2018 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Net losses and operating expenses of repossessed assets		Gross charge-offs against allowance for loan losses		Net losses and operating expenses of repossessed assets
Impaired loans	$	—	$	1,065	$	24,428	$	9,086	$	—	$	16,279	$	—
Real estate and other repossessed assets	—		4,608		6,545		—		2,161		—		7,388

The fair value of collateral-dependent 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.

- 95 -

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2019 follows (in thousands):



	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Impaired loans	$	9,810	Discounted cash flows	Management knowledge of industry and non-real estate collateral including but not limited to recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs	8% - 76% (28%)¹
Real estate and other repossessed assets	936		Appraised value, as adjusted	Marketability adjustments off appraised value²	75% - 89% (85%)


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 September 30, 2018 follows (in thousands):



	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Impaired loans	$	24,428	Discounted cash flows	Management knowledge of industry and non-real estate collateral including but not limited to recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs	41% - 84% (55%)¹
Real estate and other repossessed assets	6,545		Discounted cash flows	Recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs	N/A


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

- 96 -

Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of September 30, 2019 (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	$	761,130		$	761,130	$	761,130	$	—	$	—
Interest-bearing cash and cash equivalents	465,458			465,458		465,458		—		—
Trading securities:
U.S. government agency debentures	63,334			63,334		—		63,334		—
Residential agency mortgage-backed securities	1,480,458			1,480,458		—		1,480,458		—
Municipal and other tax-exempt securities	44,105			44,105		—		44,105		—
Asset-backed securities	36,928			36,928		—		36,928		—
Other trading securities	50,387			50,387		—		50,387		—
Total trading securities	1,675,212			1,675,212		—		1,675,212		—
Investment securities:
Municipal and other tax-exempt securities	104,418			107,647		—		107,647		—
Residential agency mortgage-backed securities	11,125			11,650		—		11,650		—
Other debt securities	188,681			204,724		—		7,702		197,022
Total investment securities	304,224			324,021		—		126,999		197,022
Available for sale securities:
U.S. Treasury	2,296			2,296		2,296		—		—
Municipal and other tax-exempt securities	1,848			1,848		—		1,848		—
Residential agency mortgage-backed securities	7,740,461			7,740,461		—		7,740,461		—
Residential non-agency mortgage-backed securities	44,803			44,803		—		44,803		—
Commercial agency mortgage-backed securities	3,234,671			3,234,671		—		3,234,671		—
Other debt securities	472			472		—		—		472
Total available for sale securities	11,024,551			11,024,551		2,296		11,021,783		472
Fair value option securities:
U.S. Treasury	552,536			552,536		552,536		—		—
Residential agency mortgage-backed securities	1,263,862			1,263,862		—		1,263,862		—
Total fair value option securities	1,816,398			1,816,398		552,536		1,263,862		—
Residential mortgage loans held for sale	282,487			282,487		—		268,919		13,568
Loans:								—
Commercial	14,424,625			14,397,846		—		—		14,397,846
Commercial real estate	4,626,057			4,626,804		—		—		4,626,804
Residential mortgage	2,117,303			2,132,158		—		—		2,132,158
Personal	1,117,382			1,108,984		—		—		1,108,984
Total loans	22,285,367			22,265,792		—		—		22,265,792
Allowance for loan losses	(204,432		)	—		—		—		—
Loans, net of allowance	22,080,935			22,265,792		—		—		22,265,792
Mortgage servicing rights	193,661			193,661		—		—		193,661
Derivative instruments with positive fair value, net of cash collateral	352,019			352,019		40,491		311,528		—
Deposits with no stated maturity	23,923,535			23,923,535		—		—		23,923,535
Time deposits	2,243,541			2,241,778		—		—		2,241,778
Other borrowed funds	10,235,385			10,193,602		—		—		10,193,602
Subordinated debentures	275,909			276,393		—		276,393		—
Derivative instruments with negative fair value, net of cash collateral	336,791			336,791		—		336,791		—

- 97 -



	Carrying Value			Estimated Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and due from banks	$	741,749		$	741,749	$	741,749	$	—	$	—
Interest-bearing cash and cash equivalents	401,675			401,675		401,675		—		—
Trading securities:
U.S. government agency debentures	63,765			63,765		—		63,765		—
Residential agency mortgage-backed securities	1,791,584			1,791,584		—		1,791,584		—
Municipal and other tax-exempt securities	34,507			34,507		—		34,507		—
Asset-backed securities	42,656			42,656		—		42,656		—
Other trading securities	24,411			24,411		—		24,411		—
Total trading securities	1,956,923			1,956,923		—		1,956,923		—
Investment securities:
Municipal and other tax-exempt securities	137,296			138,562		—		138,562		—
Residential agency mortgage-backed securities	12,612			12,770		—		12,770		—
Other debt securities	205,279			215,966		—		7,905		208,061
Total investment securities	355,187			367,298		—		159,237		208,061
Available for sale securities:
U.S. Treasury	493			493		493		—		—
Municipal and other tax-exempt securities	2,864			2,864		—		2,864		—
Residential agency mortgage-backed securities	5,804,708			5,804,708		—		5,804,708		—
Residential non-agency mortgage-backed securities	59,736			59,736		—		59,736		—
Commercial agency mortgage-backed securities	2,953,889			2,953,889		—		2,953,889		—
Other debt securities	35,430			35,430		—		34,958		472
Total available for sale securities	8,857,120			8,857,120		493		8,856,155		472
Fair value option securities – Residential agency mortgage-backed securities	283,235			283,235		—		283,235		—
Residential mortgage loans held for sale	149,221			149,221		—		134,014		15,207
Loans:
Commercial	13,636,078			13,526,162		—		—		13,526,162
Commercial real estate	4,764,813			4,713,747		—		—		4,713,747
Residential mortgage	2,230,033			2,213,951		—		—		2,213,951
Personal	1,025,806			1,024,368		—		—		1,024,368
Total loans	21,656,730			21,478,228		—		—		21,478,228
Allowance for loan losses	(207,457		)	—		—		—		—
Loans, net of allowance	21,449,273			21,478,228		—		—		21,478,228
Mortgage servicing rights	259,254			259,254		—		—		259,254
Derivative instruments with positive fair value, net of cash collateral	320,929			320,929		44,074		276,855		—
Deposits with no stated maturity	23,150,383			23,150,383		—		—		23,150,383
Time deposits	2,113,380			2,073,538		—		—		2,073,538
Other borrowed funds	7,142,801			7,071,953		—		—		7,071,953
Subordinated debentures	275,913			261,977		—		261,977		—
Derivative instruments with negative fair value, net of cash collateral	362,306			362,306		—		362,306		—

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

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(13) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on September 30, 2019 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.

- 99 -

Nine-Month Financial Summary – Unaudited Consolidated Daily Average Balances, Average Yields and Rates

(In Thousands, Except Per Share Data)	Nine Months Ended
	September 30, 2019								September 30, 2018
	Average Balance			Revenue/ Expense			Yield/ Rate		Average Balance			Revenue/ Expense			Yield/ Rate
Assets
Interest-bearing cash and cash equivalents	$	524,603		$	9,879		2.52	%	$	1,468,904		$	19,163		1.74	%
Trading securities	1,806,438			48,945			3.66	%	1,395,871			38,312			3.72	%
Investment securities	326,489			10,917			4.46	%	406,395			11,961			3.93	%
Available for sale securities	9,695,550			184,409			2.60	%	8,176,037			142,387			2.30	%
Fair value option securities	1,019,182			23,448			3.10	%	527,039			12,627			3.11	%
Restricted equity securities	428,973			20,419			6.35	%	342,297			15,757			6.14	%
Residential mortgage loans held for sale	180,367			5,308			3.93	%	208,519			6,328			4.09	%
Loans	22,063,499			867,722			5.26	%	17,742,288			622,185			4.69	%
Allowance for loan losses	(204,430		)						(221,949		)
Loans, net of allowance	21,859,069			867,722			5.31	%	17,520,339			622,185			4.75	%
Total earning assets	35,840,671			1,171,047			4.40	%	30,045,401			868,720			3.85	%
Receivable on unsettled securities sales	1,470,217								794,434
Cash and other assets	4,069,361								2,935,660
Total assets	$	41,380,249							$	33,775,495
Liabilities and equity
Interest-bearing deposits:
Transaction	$	12,529,517		$	95,957		1.02	%	$	10,180,060		$	42,516		0.56	%
Savings	552,535			523			0.13	%	495,954			291			0.08	%
Time	2,204,517			31,037			1.88	%	2,128,925			20,910			1.31	%
Total interest-bearing deposits	15,286,569			127,517			1.12	%	12,804,939			63,717			0.67	%
Funds purchased and repurchase agreements	2,405,981			36,791			2.04	%	775,504			5,072			0.87	%
Other borrowings	7,450,707			143,804			2.58	%	6,194,418			88,788			1.92	%
Subordinated debentures	276,129			11,359			5.50	%	144,692			6,076			5.61	%
Total interest-bearing liabilities	25,419,386			319,471			1.68	%	19,919,553			163,653			1.10	%
Non-interest bearing demand deposits	9,876,418								9,233,837
Due on unsettled securities purchases	674,909								543,601
Other liabilities	789,256								542,790
Total equity	4,620,280								3,535,714
Total liabilities and equity	$	41,380,249							$	33,775,495
Tax-equivalent Net Interest Revenue				$	851,576		2.72	%				$	705,067		2.75	%
Tax-equivalent Net Interest Revenue to Earning Assets							3.20	%							3.13	%
Less tax-equivalent adjustment				8,946								5,886
Net Interest Revenue				842,630								699,181
Provision for credit losses				25,000								(1,000		)
Other operating revenue				515,785								480,329
Other operating expense				843,586								743,523
Income before taxes				489,829								436,987
Federal and state income taxes				99,926								98,940
Net income				389,903								338,047
Net income (loss) attributable to non-controlling interests				(503		)						857
Net income attributable to BOK Financial Corp. shareholders				$	390,406							$	337,190
Earnings Per Average Common Share Equivalent:
Net income:
Basic				$	5.47							$	5.15
Diluted				$	5.47							$	5.15

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.

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Quarterly Financial Summary – Unaudited Consolidated Daily Average Balances, Average Yields and Rates

(In Thousands, Except Per Share Data)	Three Months Ended
	September 30, 2019								June 30, 2019
	Average Balance			Revenue/ Expense			Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
Assets
Interest-bearing cash and cash equivalents	$	500,823		$	3,050		2.42	%	$	535,491		$	3,432	2.57	%
Trading securities	1,696,568			14,546			3.49	%	1,757,335			15,609		3.59	%
Investment securities	308,090			3,434			4.46	%	328,482			3,621		4.41	%
Available for sale securities	10,747,439			67,640			2.60	%	9,435,668			59,888		2.63	%
Fair value option securities	1,553,879			10,708			2.79	%	898,772			7,503		3.34	%
Restricted equity securities	476,781			7,558			6.34	%	413,812			6,516		6.30	%
Residential mortgage loans held for sale	203,319			1,891			3.73	%	192,102			1,754		3.65	%
Loans	22,412,918			289,316			5.12	%	22,004,405			295,978		5.39	%
Allowance for loan losses	(201,714		)						(205,532		)
Loans, net of allowance	22,211,204			289,316			5.17	%	21,798,873			295,978		5.45	%
Total earning assets	37,698,103			398,143			4.25	%	35,360,535			394,301		4.51	%
Receivable on unsettled securities sales	1,742,794								1,437,462
Cash and other assets	4,139,451								4,046,780
Total assets	$	43,580,348							$	40,844,777
Liabilities and equity
Interest-bearing deposits:
Transaction	$	13,131,542		$	35,713		1.08	%	$	12,512,282		$	32,540	1.04	%
Savings	557,122			190			0.14	%	558,738			173		0.12	%
Time	2,251,800			11,014			1.94	%	2,207,391			10,470		1.90	%
Total interest-bearing deposits	15,940,464			46,917			1.17	%	15,278,411			43,183		1.13	%
Funds purchased and repurchase agreements	3,106,163			15,731			2.01	%	2,066,950			10,704		2.08	%
Other borrowings	8,125,023			49,650			2.42	%	7,175,617			47,700		2.67	%
Subordinated debentures	275,900			3,813			5.48	%	275,887			3,801		5.53	%
Total interest-bearing liabilities	27,447,550			116,111			1.68	%	24,796,865			105,388		1.70	%
Non-interest bearing demand deposits	9,759,710								9,883,965
Due on unsettled securities purchases	745,893								821,688
Other liabilities	847,195								744,216
Total equity	4,780,000								4,598,043
Total liabilities and equity	$	43,580,348							$	40,844,777
Tax-equivalent Net Interest Revenue				$	282,032		2.57	%				$	288,913	2.81	%
Tax-equivalent Net Interest Revenue to Earning Assets							3.01	%						3.30	%
Less tax-equivalent adjustment				2,936								3,481
Net Interest Revenue				279,096								285,432
Provision for credit losses				12,000								5,000
Other operating revenue				186,450								172,065
Other operating expense				279,292								277,137
Income before taxes				174,254								175,360
Federal and state income taxes				32,396								37,580
Net income				141,858								137,780
Net income (loss) attributable to non-controlling interests				(373		)						217
Net income attributable to BOK Financial Corp. shareholders				$	142,231							$	137,563
Earnings Per Average Common Share Equivalent:
Basic				$	2.00							$	1.93
Diluted				$	2.00							$	1.93

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Three Months Ended
March 31, 2019								December 31, 2018								September 30, 2018
Average Balance			Revenue /Expense			Yield / Rate		Average Balance			Revenue / Expense			Yield / Rate		Average Balance			Revenue / Expense		Yield / Rate

$	537,903		$	3,397		2.56	%	$	563,132		$	3,170		2.23	%	$	688,872		$	3,441	1.98	%
1,968,399			18,790			3.88	%	1,929,601			19,636			4.10	%	1,762,794			17,419		3.98	%
343,282			3,862			4.50	%	364,737			3,887			4.26	%	379,566			3,856		4.06	%
8,883,054			56,881			2.57	%	8,704,963			55,085			2.51	%	8,129,214			48,916		2.37	%
594,349			5,237			3.62	%	277,575			2,578			3.56	%	469,398			3,881		3.25	%
395,432			6,345			6.42	%	362,729			5,798			6.39	%	328,842			5,232		6.36	%
145,040			1,663			4.58	%	179,553			1,795			4.00	%	207,488			2,151		4.27	%
21,766,065			282,428			5.26	%	21,579,331			276,711			5.09	%	18,203,785			220,245		4.80	%
(206,092		)						(209,613		)						(214,160		)
21,559,973			282,428			5.31	%	21,369,718			276,711			5.14	%	17,989,625			220,245		4.86	%
34,427,432			378,603			4.46	%	33,752,008			368,660			4.33	%	29,955,799			305,141		4.04	%
1,224,700								799,548								768,785
4,020,549								3,834,187								2,971,233
$	39,672,681							$	38,385,743							$	33,695,817


$	11,931,539		$	27,704		0.94	%	$	11,773,651		$	23,343		0.79	%	$	10,010,031		$	17,029	0.67	%
541,575			160			0.12	%	526,275			148			0.11	%	503,821			108		0.09	%
2,153,277			9,553			1.80	%	2,146,786			8,309			1.54	%	2,097,441			7,398		1.40	%
14,626,391			37,417			1.04	%	14,446,712			31,800			0.87	%	12,611,293			24,535		0.77	%
2,033,036			10,356			2.07	%	1,205,568			4,135			1.36	%	1,193,583			3,768		1.25	%
7,040,279			46,454			2.68	%	6,361,141			40,220			2.51	%	5,765,440			32,036		2.20	%
275,882			3,745			5.51	%	276,378			3,752			5.38	%	144,702			2,025		5.55	%
23,975,588			97,972			1.66	%	22,289,799			79,907			1.42	%	19,715,018			62,364		1.25	%
9,988,088								10,648,683								9,325,002
453,937								493,887								544,263
775,574								610,286								496,634
4,479,494								4,343,088								3,614,900
$	39,672,681							$	38,385,743							$	33,695,817
			$	280,631		2.80	%				$	288,753		2.91	%				$	242,777	2.79	%
						3.30	%							3.40	%						3.21	%
			2,529								3,067								1,894
			278,102								285,686								240,883
			8,000								9,000								4,000
			157,270								136,455								167,941
			287,157								284,643								252,617
			140,215								128,498								152,207
			29,950								20,121								34,662
			110,265								108,377								117,545
			(347		)						(79		)						289
			$	110,612							$	108,456							$	117,256

			$	1.54							$	1.50							$	1.79
			$	1.54							$	1.50							$	1.79

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Quarterly Earnings Trends – Unaudited

(In thousands, except share and per share data)



	Three Months Ended
	Sept. 30, 2019			June 30, 2019			Mar. 31, 2019			Dec. 31, 2018			Sept. 30, 2018

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

Earnings per share:
Basic	$2.00			$1.93			$1.54			$1.50			$1.79
Diluted	$2.00			$1.93			$1.54			$1.50			$1.79
Average shares used in computation:
Basic	70,596,307			70,887,063			71,387,070			71,808,029			64,901,095
Diluted	70,609,924			70,902,033			71,404,388			71,833,334			64,934,351

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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 September 30, 2019.



Period	Total Number of Shares Purchased²	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs¹	Maximum Number of Shares that May Yet Be Purchased Under the Plans
July 1 to July 31, 2019	—	$	—	—	4,750,000
August 1 to August 31, 2019	311,713	$	77.23	311,713	4,438,287
September 1 to September 30, 2019	25,000	$	74.46	25,000	4,413,287
Total	336,713			336,713


¹	On April 30, 2019, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of September 30, 2019, the Company had repurchased 586,713 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.


²	The Company may repurchase mature shares from employees to cover the exercise price and taxes in connection with employee equity compensation.

Item 6. Exhibits


31.1	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. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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

- 104 -

Signatures

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

BOK FINANCIAL CORPORATION

(Registrant)

Date: October 30, 2019

/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

- 105 -