BOK FINANCIAL CORP - Quarter Report: 2020 March (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 endedMarch 31, 2020



☐		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: 70,308,532 shares of common stock ($.00006 par value) as of March 31, 2020.

BOK Financial Corporation

Form 10-Q

Quarter Ended March 31, 2020

Index



Part I. Financial Information
Management’s Discussion and Analysis (Item 2)	1
Market Risk (Item 3)	38
Controls and Procedures (Item 4)	41
Consolidated Financial Statements – Unaudited (Item 1)	43
Quarterly Financial Summary – Unaudited (Item 2)	94
Quarterly Earnings Trend – Unaudited	96

Part II. Other Information
Item 1. Legal Proceedings	97
Item 1A. Risk Factors	97
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	98
Item 6. Exhibits	98
Signatures	100

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

Performance Summary

BOK Financial Corporation (“the Company”) reported net income of $62.1 million or $0.88 per diluted share for the first quarter of 2020. Net income was $110.6 million or $1.54 per diluted share for the first quarter of 2019 and $110.4 million or $1.56 per diluted share for the fourth quarter of 2019. The Company recorded a pre-tax provision for expected credit losses of $93.8 million in the first quarter of 2020. Pre-tax provisions for incurred losses of $19.0 million and $8.0 million were recorded in the fourth quarter of 2019 and the first quarter of 2019, respectively. The Company adopted the current expected credit loss ("CECL") model on January 1, 2020.

We incurred $12.7 million of CoBiz integration costs in the first quarter of 2019 resulting in a 13 cent per share reduction. The discussion below excludes the impact of these costs. Highlights of the first quarter of 2020 included:

COVID-19 Coronavirus Pandemic Response

•

We implemented our cross-functional crisis management team led by our Chief Human Resources Officer and Chief Risk Officer. This team has focused on ensuring employee and customer safety while continuing to meet customer needs. We have implemented social distancing measures within our internal and external operations. Employees are working from home as able, we have split remaining employees across multiple locations, and we have closed banking center lobbies and converted to drive-thru and by appointment only.

•

We have implemented programs to help our customers through this uncertain time. We are actively participating in programs initiated by the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), including the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") that began on April 3, 2020 and Mortgage Forbearance program. As of April 17, 2020, we have processed approximately 4,700 PPP applications and currently have SBA approval for $1.8 billion. We have the ability to fund PPP loans through the Federal Reserve's PPP liquidity facility. We are also evaluating participating in the Main Street Lending Program. We are waiving fees on excessive savings and money market account withdrawals as well as overdraft protection transfer fees for automatic transfers between linked accounts at BOKF through May 31, 2020. Further, we waived loan payment late fees on consumer loan payments, mortgage accounts and small business loans in April 2020.

•

We have enhanced our benefits to support our employees as they navigate changes in their working environment. We are providing a temporary child care reimbursement program for those employees that need assistance because of school closures and have also added incremental paid time off hours for employees. We expanded our telemedicine options to deliver medical and behavioral health services at no cost. Further, we have enacted premium pay for certain non-exempt employees who must remain in the office.

•

We are closely monitoring our loan portfolio for effects related to COVID-19. Exposure to highly affected industries include, but are not limited to, oil and gas, entertainment and leisure, and senior housing. Energy loan balances comprise 18 percent of total loans, senior housing comprises 11 percent, and entertainment and leisure comprises approximately 8 percent. While our liquidity remains strong, given the extraordinary impact of the pandemic on the capital markets, we've taken a number of precautionary measures to ensure it remains so, including enhanced daily monitoring of liquidity by tracking deposit inflows and outflows by customer, analyzing loan advances by segment, optimizing our borrowing capacity at the Federal Home Loan Bank, and increasing our collateral at the Federal Reserve Discount Window, among other things.

Financial Highlights

•

Net interest revenue totaled $261.4 million, a decrease of $16.7 million compared to the first quarter of 2019. Net interest margin was 2.80 percent for the first quarter of 2020 compared to 3.30 percent for the first quarter of 2019. The Federal Reserve decreased the federal funds rate a total of 225 basis points since the middle of 2019. Three 25 basis point cuts were made in the second half of 2019 and an additional 150 basis points in emergency cuts were made in March 2020 in response to the economic environment resulting from the COVID-19 pandemic. Average earning assets were $38.4 billion for the first quarter of 2020 compared to $34.4 billion for the first quarter of 2019. Net interest revenue decreased $8.9 million compared to the fourth quarter of 2019 while net interest margin decreased 8 basis points.

- 1 -

•

Fees and commissions revenue totaled $192.7 million, an increase of $32.2 million over the first quarter of 2019. Brokerage and trading revenue increased $19.2 million and mortgage banking revenue increased $13.3 million as lower mortgage interest rates have increased mortgage production and related trading activity. Fees and commissions revenue increased $13.3 million over the fourth quarter of 2019, largely due to increases in brokerage and trading and mortgage banking revenue.

•

Other operating expense totaled $268.6 million, a $5.8 million decrease compared to the first quarter of 2019. Personnel expense decreased $9.8 million, largely due to a decrease in deferred compensation costs. Non-personnel expense increased $4.0 million over the first quarter of 2019, primarily due to increases in data processing and communications expense and professional fees and services. Operating expense decreased $20.2 million compared to the fourth quarter of 2019. Personnel expense decreased $12.2 million with a decrease in deferred compensation and incentive compensation partially offset by a seasonal increase in employee benefits. Non-personnel expense decreased $7.9 million compared to the fourth quarter of 2019, led by decreases in mortgage banking and business promotion expenses.

•

The allowance for loan losses totaled $315 million or 1.40 percent of outstanding loans and 199 percent of nonaccruing loans at March 31, 2020, excluding residential mortgage loans guaranteed by U.S. government agencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $344 million or 1.53 percent of outstanding loans at March 31, 2020. At December 31, 2019, the allowance for loan losses was $211 million or 0.97 percent of outstanding loans and 121 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $212 million or 0.98 percent of outstanding loans.

•

Nonperforming assets not guaranteed by U.S. government agencies were relatively consistent compared to December 31, 2019. Potential problem loans increased $132 million while other loans especially mentioned increased $56 million. Net charge-offs were $17.2 million or 0.31 percent of average loans on an annualized basis for the first quarter of 2020, compared to $12.5 million or 0.22 percent of average loans on an annualized basis for the fourth quarter of 2019.


•	Period-end outstanding loan balances totaled $22.5 billion at March 31, 2020, an increase of $713 million over December 31, 2019. Average loan balances decreased $293 million to $21.9 billion at March 31, 2020.

•

Period-end deposits were $29.2 billion at March 31, 2020, a $1.6 billion increase compared to December 31, 2019. Interest-bearing transaction deposits increased $1.2 billion while demand deposit balances increased $360 million. Average deposits increased $1.1 billion, including a $1.5 billion increase in interest-bearing deposits partially offset by a $380 million decrease in demand deposits. Strong deposit growth was driven by a combination of our continued focus on growing core customer deposits, inflows from external money funds and seasonal inflows.

•

The common equity Tier 1 capital ratio at March 31, 2020 was 10.98 percent. Other regulatory capital ratios were Tier 1 capital ratio, 10.98 percent, total capital ratio, 12.65 percent, and leverage ratio, 8.15 percent. We have elected to implement relief afforded by the CARES Act, which allows us to defer a portion of the impact to regulatory capital impact resulting from our adoption of CECL over the next two years, followed by a phase out of that deferral over the following three years. At December 31, 2019, the common equity Tier 1 capital ratio was 11.39 percent, the Tier 1 capital ratio was 11.39 percent, total capital ratio was 12.94 percent, and leverage ratio was 8.40 percent.


•	The company repurchased 442,000 shares at an average price of $75.52 per share in the first quarter of 2020 and 280,000 shares at an average price of $81.59 in the fourth quarter of 2019. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.


•	The Company paid a regular cash dividend of $35.9 million or $0.51 per common share during the first quarter of 2020. On April 28, 2020, the board of directors approved a quarterly cash dividend of $0.51 per common share payable on or about May 27, 2020 to shareholders of record as of May 11, 2020.

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Critical Accounting Policies & Estimates

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

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

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

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

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

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

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

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

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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 $264.1 million for the first quarter of 2020 and $280.6 million in the first quarter of 2019. Net purchase accounting discount accretion was $4.1 million in the first quarter of 2020 and $7.8 million in the first 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 2.80 percent for the first quarter of 2020, compared to 3.30 percent for the first quarter of 2019. The tax-equivalent yield on earning assets was 3.73 percent, a decrease of 73 basis points compared to the first quarter of 2019. The Federal Reserve decreased the federal funds rate a total of 225 basis points since the middle of 2019. Three 25 basis point cuts were made in the second half of 2019 and an additional 150 basis points in emergency cuts were made in March 2020 in response to the economic environment resulting from the COVID-19 pandemic. The latest reductions reduced the federal funds rate to nearly zero. The impact from these latest cuts will more fully be felt in the second quarter. Loan yields decreased 76 basis points to 4.50 percent, primarily as a result of the decrease in short-term interest rates. The yield on trading securities decreased 99 basis points to 2.89 percent. The yield on interest-bearing cash and cash equivalents decreased 123 basis points to 1.33 percent. The available for sale securities portfolio yield decreased 9 basis points to 2.48 percent and the yield on fair value option securities decreased 95 basis points to 2.67 percent.

Funding costs decreased 47 basis points compared to the first quarter of 2019. The cost of other borrowed funds decreased 107 basis points and the cost of interest-bearing deposits decreased 6 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 26 basis points for the first quarter of 2020, a decrease of 24 basis points compared to the first quarter of 2019.

Average earning assets for the first quarter of 2020 increased $4.0 billion or 12 percent over the first quarter of 2019. The average balance of available for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, increased $2.8 billion. We purchase securities to supplement earnings and to manage interest rate risk. We have increased the size of our bond portfolio in order to reduce our exposure to falling short-term interest rates. Fair value option securities, which we hold as an economic hedge against changes in the fair value of our mortgage servicing rights, increased $1.2 billion. Average loans, net of allowance for loan losses, increased $133 million. Interest-bearing cash and cash equivalent balances increased $184 million. Trading securities balances decreased $278 million. Receivables from unsettled securities sales, primarily related to our U.S. agency residential mortgage-backed trading operations, increased $1.8 billion. Growth in average earning assets and non-interest bearing receivables was primarily funded by an increase in average deposits and other borrowed funds.

Average deposits increased $3.6 billion compared to the first quarter of 2019 as we have focused on acquiring and growing deposits to enhance liquidity and support balance sheet growth. Interest-bearing deposits increased $4.3 billion while demand deposit balances decreased $755 million. Average borrowed funds increased $1.3 billion over the first quarter of 2019, primarily from federal funds purchased and repurchase agreements.

Tax-equivalent net interest revenue decreased $8.9 million compared to the fourth quarter of 2019. The first quarter of 2020 included $4.1 million of purchase accounting discount accretion while the fourth quarter of 2019 included $5.8 million.

Average earning assets increased $291 million compared to the fourth quarter of 2019. Average available for sale securities increased $331 million as we repositioned the balance sheet for the current rate environment. Fair value option securities balances increased $272 million. Interest-bearing cash and cash equivalents increased $148 million. Average loan balances decreased $293 million. In addition, receivables from unsettled securities sales that support our mortgage trading activities increased $1.1 billion. Growth in average earning assets and non-interest bearing receivables was largely funded by a $1.5 billion increase in average interest-bearing deposits.

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Net interest margin was 2.80 percent compared to 2.88 percent in the previous quarter. While the Federal Reserve reduced the federal funds rate in multiple rates cuts in the latter half of 2019 and first quarter of 2020, LIBOR has remained elevated relative to the rate cuts. This, combined with our ability to move deposits costs down, preserved a large portion of our margin.

The yield on average earning assets decreased 20 basis points and the yield on the loan portfolio decreased 25 basis points. The yield on the available for sale securities portfolio decreased 4 basis points and the yield on interest-bearing cash and cash equivalents was down 29 basis points.

Funding costs decreased 21 basis points. The cost of interest-bearing deposits decreased 11 basis points and the cost of other borrowed funds decreased 36 basis points. The benefit to net interest margin from assets funded by non-interest bearing liabilities decreased 9 basis points to 26 basis points, which is the primary component of the 8 basis point decline in net interest margin from the prior quarter.

Our overall objective is to manage the Company’s balance sheet to be relatively neutral to changes in interest rates as is further described in the Market Risk section of this report. Approximately 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 March 31, 2020 / 2019
				Change Due To¹
	Change			Volume			Yield/Rate
Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents	$	(1,004	)	$	905		$	(1,909	)
Trading securities	(6,935		)	(2,534		)	(4,401		)
Investment securities	(524		)	(622		)	98
Available for sale securities	12,847			14,976			(2,129		)
Fair value option securities	6,471			9,205			(2,734		)
Restricted equity securities	(451		)	211			(662		)
Residential mortgage loans held for sale	(540		)	(171		)	(369		)
Loans	(36,815		)	3,314			(40,129		)
Total tax-equivalent interest revenue	(26,951		)	25,284			(52,235		)
Interest expense:
Transaction deposits	8,153			9,759			(1,606		)
Savings deposits	(34		)	7			(41		)
Time deposits	623			424			199
Funds purchased and repurchase agreements	482			7,180			(6,698		)
Other borrowings	(19,507		)	(2,485		)	(17,022		)
Subordinated debentures	(112		)	13			(125		)
Total interest expense	(10,395		)	14,898			(25,293		)
Tax-equivalent net interest revenue	(16,556		)	10,386			(26,942		)
Change in tax-equivalent adjustment	186
Net interest revenue	$	(16,742	)


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 $180.3 million for the first quarter of 2020, a $23.0 million increase over the first quarter of 2019 and a $1.7 million increase over the fourth quarter of 2019. Lower mortgage interest rates have positively affected both our brokerage and trading and mortgage banking revenue, leading to increases of $19.2 million and $13.3 million over the first quarter of 2019, respectively, and $6.9 million and $11.8 million over the fourth quarter of 2019, respectively.

Table 2 – Other Operating Revenue

(In thousands)



	Three Months Ended March 31,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
	2020			2019			Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
Brokerage and trading revenue	$	50,779		$	31,617		$	19,162		61	%	$	43,843		$	6,936		16	%
Transaction card revenue	21,881			20,738			1,143			6	%	22,548			(667		)	(3	)%
Fiduciary and asset management revenue	44,458			43,358			1,100			3	%	45,021			(563		)	(1	)%
Deposit service charges and fees	26,130			28,243			(2,113		)	(7	)%	27,331			(1,201		)	(4	)%
Mortgage banking revenue	37,167			23,834			13,333			56	%	25,396			11,771			46	%
Other revenue	12,309			12,762			(453		)	(4	)%	15,283			(2,974		)	(19	)%
Total fees and commissions revenue	192,724			160,552			32,172			20	%	179,422			13,302			7	%
Other gains (losses), net	(10,741		)	2,976			(13,717		)	N/A		(1,649		)	(9,092		)	N/A
Gain (loss) on derivatives, net	18,420			4,667			13,753			N/A		(4,644		)	23,064			N/A
Gain (loss) on fair value option securities, net	68,393			9,665			58,728			N/A		(8,328		)	76,721			N/A
Change in fair value of mortgage servicing rights	(88,480		)	(20,666		)	(67,814		)	N/A		9,297			(97,777		)	N/A
Gain on available for sale securities, net	3			76			(73		)	N/A		4,487			(4,484		)	N/A
Total other operating revenue	$	180,319		$	157,270		$	23,049		15	%	$	178,585		$	1,734		1	%

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 42 percent of total revenue for the first quarter of 2020, excluding provision for credit losses and gains and losses on other assets, securities and derivatives and the change in the fair value of mortgage servicing rights. We believe that a variety of fee revenue sources provides an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. As an example of this strength, many of the economic factors such as falling interest rates resulting in compression in net interest revenue or fiduciary and asset management revenue, may also increase mortgage related trading activities and 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, including the recent impact of the COVID-19 pandemic, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and Trading Revenue

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage and investment banking, increased $19.2 million or 61 percent compared to the first quarter of 2019.

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Trading revenue includes net realized and unrealized gains and losses primarily related to sales of residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage-banking customers to manage their market risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities, asset-backed securities and other financial instruments that we sell to institutional customers, along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue was $34.4 million for the first quarter of 2020, a $21.5 million or 166 percent increase compared to the first quarter of 2019. Lower mortgage interest rates increased customer mortgage-backed trading activities. In addition, trading revenue growth reflects a shift in the mix of our to-be-announced residential mortgage-backed securities contracts from our customer hedging program to our trading program.

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 $3.2 million for the first quarter of 2020, a $3.5 million or 52 percent decrease compared to the first quarter of 2019.

Investment banking revenue, which includes fees earned upon completion of underwriting and financial advisory services and loan syndication fees, totaled $5.0 million, a $1.2 million increase compared to the first quarter of 2019. Changes in investment banking revenue are primarily related to the timing and volume of completed transactions.

Brokerage and trading revenue increased $6.9 million compared to the previous quarter. Increased revenue of $15.0 million from mortgage trading activity was partially offset by a decrease in the fair value of asset-backed and municipal securities due to widened spreads.

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 $1.1 million or 3 percent compared to the first quarter of 2019. Fiduciary and asset management revenue was relatively consistent with the fourth quarter of 2019. The decline in the fair value of assets was primarily related to the final month in the quarter. As a result, revenues remained strong relative to the decrease in assets. Further, there has been a change in mix from corporate trust to a greater percentage invested in retirement plans, which yields higher margins.

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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
	March 31, 2020						March 31, 2019						December 31, 2019
	Balance		Revenue¹		Margin²		Balance		Revenue¹		Margin²		Balance		Revenue¹		Margin²
Managed fiduciary assets:
Personal	$	8,796,030	$	23,609	1.07	%	$	8,428,218	$	23,276	1.10	%	$	10,441,048	$	24,498	0.94	%
Institutional	12,186,588		7,347		0.24	%	14,026,020		6,138		0.18	%	13,512,904		7,336		0.22	%
Total managed fiduciary assets	20,982,618		30,956		0.59	%	22,454,238		29,414		0.52	%	23,953,952		31,834		0.53	%

Non-managed assets:
Fiduciary	26,070,483		13,132		0.20	%	23,946,911		13,528		0.23	%	28,398,182		12,767		0.18	%
Non-fiduciary	13,176,722		370		0.01	%	16,215,999		416		0.01	%	14,250,586		420		0.01	%
Safekeeping and brokerage assets under administration	15,554,006		—		—	%	16,235,136		—		—	%	16,138,240		—		—	%
Total non-managed assets	54,801,211		13,502		0.10	%	56,398,046		13,944		0.10	%	58,787,008		13,187		0.09	%

Total assets under management or administration	$	75,783,829	$	44,458	0.23	%	$	78,852,284	$	43,358	0.22	%	$	82,740,960	$	45,021	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.

A summary of changes in assets under management or administration for the three months ended March 31, 2020 and 2019 follows:

Table 4 -- Changes in Assets Under Management or Administration



	Three Months Ended March 31,
	2020			2019
Beginning balance	$	82,740,961		$	76,279,777
Net inflows (outflows)	(1,846,865		)	(989,398		)
Net change in fair value	(5,110,267		)	3,561,905
Ending balance	$	75,783,829		$	78,852,284

Mortgage Banking Revenue

Mortgage banking revenue increased $13.3 million or 56 percent compared to the first quarter of 2019. Mortgage loan production volumes increased $435 million or 71 percent as average primary mortgage interest rates have decreased. The gain on sale margin increased 77 basis points to 2.06 percent in the first quarter of 2020 as a rapid decrease in interest rates has led to increased application demand and industry-wide capacity constraints.

Mortgage banking revenue increased $11.8 million or 46 percent compared to the fourth quarter of 2019. Lower mortgage interest rates during the quarter led to an increase in mortgage production of 65 percent. Gain on sale margin improved 61 basis points over the prior quarter.

- 8 -

Table 5 – Mortgage Banking Revenue

(In thousands)



	Three Months Ended March 31,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
	2020			2019			Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
Mortgage production revenue	$	21,570		$	7,868		$	13,702		174	%	$	9,169		$	12,401		135	%

Mortgage loans funded for sale	$	548,956		$	510,527							$	855,643
Add: Current period end outstanding commitments	657,570			263,434								158,460
Less: Prior period end outstanding commitments	158,460			160,848								379,377
Total mortgage production volume	$	1,048,066		$	613,113		$	434,953		71	%	$	634,726		$	413,340		65	%

Mortgage loan refinances to mortgage loans funded for sale	57		%	30		%	2,700		bps			57		%	—
Gains on sale margin	2.06		%	1.28		%	78		bps			1.44		%	62		bps
Primary mortgage interest rates:
Average	3.51		%	4.37		%	(86		) bps			3.70		%	(19		) bps
Period end	3.33		%	4.06		%	(73		) bps			3.74		%	(41		) bps

Mortgage servicing revenue	$	15,597		$	15,966		$	(369	)	(2	)%	$	16,227		$	(630	)	(4	)%
Average outstanding principal balance of mortgage loans serviced for others	20,416,546			21,581,835			(1,165,289		)	(5	)%	20,856,446			(439,900		)	(2	)%

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

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

Other net losses totaled $10.7 million in the first quarter of 2020 compared to other net gains of $3.0 million in the first quarter of 2019. Other net losses were $1.6 million for the fourth quarter of 2019. These fluctuations are primarily related to changes in the fair value of investments related to deferred compensation of $8.5 million that are largely offset by a decrease in deferred compensation expense. The first quarter of 2020 also included a $3.1 million impairment of an energy fund investment.

As discussed in the Market Risk section following, the fair value of our mortgage servicing rights ("MSRs") changes in response to changes in primary mortgage loan rates and other assumptions. We attempt to mitigate the earnings volatility caused by changes in the fair value of MSRs by designating certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs.

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Table 6 - Gain (Loss) on Mortgage Servicing Rights

(In thousands)



	Three Months Ended
	Mar. 31, 2020			Dec. 31, 2019			Mar. 31, 2019
Gain (loss) on mortgage hedge derivative contracts, net	$	18,371		$	(4,714	)	$	4,432
Gain (loss) on fair value option securities, net	68,393			(8,328		)	9,665
Gain (loss) on economic hedge of mortgage servicing rights, net	86,764			(13,042		)	14,097
Gain (loss) on change in fair value of mortgage servicing rights	(88,480		)	9,297			(20,666		)
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue	(1,716		)	(3,745		)	(6,569		)
Net interest revenue on fair value option securities¹	4,268			1,544			1,129
Total economic benefit (cost) of changes in the fair value of mortgage servicing rights, net of economic hedges	$	2,552		$	(2,201	)	$	(5,440	)


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

- 10 -

Other Operating Expense

Other operating expense for the first quarter of 2020 totaled $268.6 million, a decrease of $18.5 million compared to the first quarter of 2019 and $20.2 million compared to the fourth quarter of 2019. Operating expenses in the first quarter of 2019 included $12.7 million of CoBiz integration costs, primarily affecting professional fees and personnel compensation. The below fluctuation discussion excludes these costs.

Table 7 – Other Operating Expense

(In thousands)



	Three Months Ended March 31,					Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019		Increase (Decrease)			% Increase (Decrease)
	2020			2019		Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019		Increase (Decrease)			% Increase (Decrease)
Regular compensation	$	97,760		$	100,650	$	(2,890	)	(3	)%	$	99,991	$	(2,231	)	(2	)%
Incentive compensation:
Cash-based	36,189			32,137		4,052			13	%	40,918		(4,729		)	(12	)%
Share-based	3,108			5,162		(2,054		)	(40	)%	3,689		(581		)	16	%
Deferred compensation	(5,673		)	3,911		(9,584		)	N/A		2,630		(8,303		)	N/A
Total incentive compensation	33,624			41,210		(7,586		)	(18	)%	47,237		(13,613		)	(29	)%
Employee benefits	24,797			27,368		(2,571		)	(9	)%	21,194		3,603			17	%
Total personnel expense	156,181			169,228		(13,047		)	(8	)%	168,422		(12,241		)	(7	)%
Business promotion	6,215			7,874		(1,659		)	(21	)%	8,787		(2,572		)	(29	)%
Charitable contributions to BOKF Foundation	—			—		—			N/A		2,000		(2,000		)	N/A
Professional fees and services	12,948			16,139		(3,191		)	(20	)%	13,408		(460		)	(3	)%
Net occupancy and equipment	26,061			29,521		(3,460		)	(12	)%	26,316		(255		)	(1	)%
Insurance	4,980			4,839		141			3	%	5,393		(413		)	(8	)%
Data processing and communications	32,743			31,449		1,294			4	%	31,884		859			3	%
Printing, postage and supplies	4,272			4,885		(613		)	(13	)%	3,700		572			15	%
Net losses and operating expenses of repossessed assets	1,531			1,996		(465		)	(23	)%	2,403		(872		)	(36	)%
Amortization of intangible assets	5,094			5,191		(97		)	(2	)%	5,225		(131		)	(3	)%
Mortgage banking costs	10,545			9,906		639			6	%	14,259		(3,714		)	(26	)%
Other expense	8,054			6,129		1,925			31	%	6,998		1,056			15	%
Total other operating expense	$	268,624		$	287,157	$	(18,533	)	(6	)%	$	288,795	$	(20,171	)	(7	)%

Average number of employees (full-time equivalent)	5,075			5,291		(216		)	(4	)%	5,107		(32		)	(1	)%

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

Personnel expense

Personnel expense decreased $9.8 million compared to the first quarter of 2019. Regular compensation decreased $2.3 million while we were still working to fully integrate CoBiz in the first quarter of 2019. Incentive compensation decreased $5.5 million. Deferred compensation decreased $9.6 million; however, this is largely offset by a decrease in the value of related investments included in Other gains (losses). Cash based incentive compensation increased $6.1 million due to increased sales activity.

Personnel expense decreased $12.2 million compared the fourth quarter of 2019. Incentive compensation decreased $13.6 million, led by a decrease in deferred compensation. Cash based incentive compensation decreased $4.7 million, primarily due to annual incentives incurred in the fourth quarter of 2019. Regular compensation decreased $2.2 million. The fourth quarter included approximately $2.0 million in severance costs due to realignment of personnel. Employee benefits increased $3.6 million as a seasonal increase in payroll taxes and retirement plan expenses was partially offset by a decrease in employee healthcare costs.

- 11 -

Non-personnel operating expense

Non-personnel operating expense increased $4.0 million over the first quarter of 2019. Data processing and communications expense increased $2.3 million, primarily due to technology project costs. Increases in professional fees and services and other expense were partially offset by a decrease in occupancy and equipment expense.

Non-personnel expense decreased $7.9 million compared to the fourth quarter of 2019. Mortgage banking costs decreased $3.7 million. Decreases in the fair value of mortgage servicing assets reduced the costs of actual payoffs. Business promotion expense decreased $2.6 million due to a seasonal decrease in advertising costs combined with reduced travel costs largely as a result of the current pandemic. The fourth quarter of 2019 included a $2.0 million charitable contribution to the BOKF Foundation, which provides support to many nonprofit partners in our communities.

Income Taxes

The effective tax rate was 21.8 percent for the first quarter of 2020, 21.4 percent for the first quarter of 2019 and 21.5 percent for the fourth quarter of 2019. Income tax expense decreased $13.0 million compared to the fourth quarter of 2019 primarily due to the decrease in net income before tax for the quarter.

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.

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.

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.

- 12 -

As shown in Table 8, net income attributable to our lines of business decreased $4.1 million compared to the first quarter of 2019. Net interest revenue decreased by $15.7 million compared to the prior year, primarily due to decreases in the federal funds rate by the Federal Reserve. Other operating revenue increased by $37.4 million and operating expense increased by $27.8 million compared to the first quarter of 2019. Net income attributed to Funds Management and other was affected by the provision for expected credit losses in excess of net charge-offs of $76.6 million in the first quarter of 2020.

Table 8 -- Net Income by Line of Business

(In thousands)



	Three Months Ended March 31,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019		Increase (Decrease)			% Increase (Decrease)
	2020			2019			Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019		Increase (Decrease)			% Increase (Decrease)
Commercial Banking	$	74,975		$	85,521		$	(10,546	)	(12	)%	$	82,019	$	(7,044	)	(9	)%
Consumer Banking	22,921			15,337			7,584			49	%	8,287		14,634			177	%
Wealth Management	22,573			23,719			(1,146		)	(5	)%	22,863		(290		)	(1	)%
Subtotal	120,469			124,577			(4,108		)	(3	)%	113,169		7,300			6	%
Funds Management and other	(58,390		)	(13,965		)	(44,425		)	N/A		28,258		(86,648		)	N/A
Total	$	62,079		$	110,612		$	(48,533	)	(44	)%	$	141,427	$	(79,348	)	(56	)%

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

- 13 -

Commercial Banking

Commercial Banking contributed $75.0 million to consolidated net income in the first quarter of 2020, a decrease of $10.5 million or 12 percent compared to the first quarter of 2019.

Table 9 -- Commercial Banking

(Dollars in thousands)



	Three Months Ended March 31,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
	2020			2019			Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
Net interest revenue from external sources	$	201,902		$	204,209		$	(2,307	)	(1	)%	$	219,912		$	(18,010	)	(8	)%
Net interest expense from internal sources	(50,495		)	(53,638		)	3,143			(6	)%	(57,672		)	7,177			(12	)%
Total net interest revenue	151,407			150,571			836			1	%	162,240			(10,833		)	(7	)%
Net loans charged off	16,880			11,246			5,634			50	%	11,437			5,443			48	%
Net interest revenue after net loans charged off	134,527			139,325			(4,798		)	(3	)%	150,803			(16,276		)	(11	)%

Fees and commissions revenue	41,459			38,046			3,413			9	%	43,357			(1,898		)	(4	)%
Other losses, net	(3,239		)	(434		)	(2,805		)	N/A		(1,000		)	(2,239		)	N/A
Other operating revenue	38,220			37,612			608			2	%	42,357			(4,137		)	(10	)%

Personnel expense	37,020			31,546			5,474			17	%	44,900			(7,880		)	(18	)%
Non-personnel expense	23,732			19,081			4,651			24	%	24,390			(658		)	(3	)%
Other operating expense	60,752			50,627			10,125			20	%	69,290			(8,538		)	(12	)%

Net direct contribution	111,995			126,310			(14,315		)	(11	)%	123,870			(11,875		)	(10	)%
Gain on financial instruments, net	49			18			31			N/A		39			10			N/A
Gain (loss) on repossessed assets, net	9			(346		)	355			N/A		(126		)	135			N/A
Corporate expense allocations	8,905			9,455			(550		)	(6	)%	11,176			(2,271		)	(20	)%
Income before taxes	103,148			116,527			(13,379		)	(11	)%	112,607			(9,459		)	(8	)%
Federal and state income tax	28,173			31,006			(2,833		)	(9	)%	30,588			(2,415		)	(8	)%
Net income	$	74,975		$	85,521		$	(10,546	)	(12	)%	$	82,019		$	(7,044	)	(9	)%

Average assets	$	24,687,976		$	19,937,878		$	4,750,098		24	%	$	24,346,565		$	341,411		1	%
Average loans	18,812,015			15,988,843			2,823,172			18	%	19,100,101			(288,086		)	(2	)%
Average deposits	11,907,386			8,261,543			3,645,843			44	%	11,419,558			487,828			4	%
Average invested capital	2,188,242			2,239,846			(51,604		)	(2	)%	2,217,828			(29,586		)	(1	)%

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 was relatively consistent compared to the prior year. Net interest revenue increased as a result of higher loan volumes, largely from acquired loans. This was partially offset by a decrease in deposit related net interest revenue as the value of deposits was impacted by falling interest rates. Non-earning assets also increased with the allocation of CoBiz goodwill in the second quarter of 2019, further reducing net interest revenue. Net loans charged-off increased $5.6 million.

Fees and commissions revenue increased $3.4 million or 9 percent largely due to an increase in loan syndication fees and deposit services charges. Other losses included an energy fund impairment charge recognized in the first quarter of 2020. Operating expense increased $10.1 million or 20 percent compared to the first quarter of 2019. Personnel expense increased $5.5 million and non-personnel expense increased $4.7 million, primarily due to the allocation of CoBiz operations beginning the second quarter of 2019. Corporate expense allocations decreased $550 thousand or 6 percent compared to the prior year.

- 14 -

The average outstanding balance of loans attributed to Commercial Banking was up $2.8 billion or 18 percent over the first quarter of 2019 to $18.8 billion, largely related to allocation of CoBiz loans to the segments in the second quarter of 2019. 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 $11.9 billion for the first quarter of 2020, a $3.6 billion or 44 percent increase over the first quarter of 2019, primarily related to the allocation of CoBiz deposits to the segments in the second quarter of 2019. 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 $10.8 million or 7 percent compared to the fourth quarter of 2019 largely due to a decrease in loan volumes combined with a decline in the value of deposits, as short term rates fell, from the Funds Management unit compared to the prior quarter. Fees and commissions revenue decreased $1.9 million, largely due to lower revenue from repossessed oil and gas properties. Operating expense decreased $8.5 million or 12 percent compared to the fourth quarter of 2019 primarily due to a $7.9 million decrease in personnel expense largely due to annual incentive compensation occurring in the fourth quarter of 2019. Non-personnel expense was relatively consistent with the fourth quarter of 2019.

Average loan balances decreased $288 million or 2 percent and average customer deposits increased $488 million or 4 percent over the fourth quarter of 2019.

- 15 -

Consumer Banking

Consumer Banking provides retail banking services through four primary distribution channels: traditional branches, the 24-hour ExpressBank call center, Internet banking and mobile banking. Consumer Banking also conducts mortgage banking activities through offices located outside of our Consumer Banking markets.

Consumer Banking contributed $22.9 million to consolidated net income for the first quarter of 2020, an increase of $7.6 million over the first quarter of 2019. Improved performance by Consumer Banking was largely due to the effect of lower mortgage interest rates, which has increased mortgage banking activity and related revenue. Further, increased effectiveness of the economic hedge of the fair value of mortgage servicing rights improved income before taxes by $4.9 million.

Table 10 -- Consumer Banking

(Dollars in thousands)



	Three Months Ended March 31,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
	2020			2019			Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
Net interest revenue from external sources	$	25,876		$	22,475		$	3,401		15	%	$	24,325		$	1,551		6	%
Net interest revenue from internal sources	18,056			28,627			(10,571		)	(37	)%	18,851			(795		)	(4	)%
Total net interest revenue	43,932			51,102			(7,170		)	(14	)%	43,176			756			2	%
Net loans charged off	1,256			1,085			171			16	%	1,617			(361		)	(22	)%
Net interest revenue after net loans charged off	42,676			50,017			(7,341		)	(15	)%	41,559			1,117			3	%

Fees and commissions revenue	55,062			42,821			12,241			29	%	44,884			10,178			23	%
Other losses, net	—			(73		)	73			N/A		(165		)	165			N/A
Other operating revenue	55,062			42,748			12,314			29	%	44,719			10,343			23	%

Personnel expense	23,620			24,336			(716		)	(3	)%	24,139			(519		)	(2	)%
Non-personnel expense	31,173			29,485			1,688			6	%	35,563			(4,390		)	(12	)%
Total other operating expense	54,793			53,821			972			2	%	59,702			(4,909		)	(8	)%

Net direct contribution	42,945			38,944			4,001			10	%	26,576			16,369			62	%
Gain (loss) on financial instruments, net	86,764			14,097			72,667			N/A		(13,042		)	99,806			N/A
Change in fair value of mortgage servicing rights	(88,480		)	(20,666		)	(67,814		)	N/A		9,297			(97,777		)	N/A
Gain on repossessed assets, net	13			103			(90		)	N/A		86			(73		)	N/A
Corporate expense allocations	10,487			11,900			(1,413		)	(12	)%	11,798			(1,311		)	(11	)%
Income before taxes	30,755			20,578			10,177			49	%	11,119			19,636			177	%
Federal and state income tax	7,834			5,241			2,593			49	%	2,832			5,002			177	%
Net income	$	22,921		$	15,337		$	7,584		49	%	$	8,287		$	14,634		177	%

Average assets	$	9,850,853		$	8,371,683		$	1,479,170		18	%	$	9,772,710		$	78,143		1	%
Average loans	1,711,703			1,750,642			(38,939		)	(2	)%	1,730,467			(18,764		)	(1	)%
Average deposits	6,869,481			6,544,665			324,816			5	%	6,974,453			(104,972		)	(2	)%
Average invested capital	274,384			302,195			(27,811		)	(9	)%	288,216			(13,832		)	(5	)%

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

- 16 -

Net interest revenue from Consumer Banking activities declined by $7.2 million or 14 percent compared to the the first quarter of 2019. A decrease in the yield on deposits sold to our Funds Management unit was partially offset by an increase in the volume of securities used as an economic hedge of the fair value of mortgage servicing rights. Average consumer deposits grew $325 million over the first quarter of 2019 with demand deposit balances increasing $218 million or 11 percent, largely due to the allocation of acquired deposits.

Fees and commissions revenue increased $12.2 million or 29 percent over the first quarter of 2019. Lower mortgage interest rates increased mortgage loan origination volumes. Mortgage production volume increased $435 million or 71 percent and gain on sale margin increased 77 basis points. Operating expense increased by $972 thousand or 2 percent. Corporate expense allocations were $1.4 million or 12 percent lower than the prior year.

Changes in the fair value of mortgage servicing rights, net of economic hedges, decreased pre-tax net income for the first quarter of 2020 by $1.7 million compared to a $6.6 million decrease in pre-tax net income in the first quarter of 2019.

Net interest revenue from Consumer Banking activities increased $756 thousand or 2 percent over the fourth quarter of 2019. Operating revenue increased $10.3 million or 23 percent over the fourth quarter of 2019. Revenues from mortgage banking activities increased $11.8 million. Mortgage production volume increased $413 million or 65 percent as a result of lower interest rates. Gain on sale margins climbed to 2.06 percent from 1.44 percent.

Operating expenses decreased $4.9 million, nearly all related to non-personnel expenses. Mortgage banking costs decreased $3.7 million due to lower amortization of mortgage servicing rights. A decrease in professional fees and services was mostly offset by an increase in occupancy and equipment expense.

Average consumer loans decreased $19 million or 1 percent. Average deposits decreased $105 million or 2 percent.

- 17 -

Wealth Management

Wealth Management contributed $22.6 million to consolidated net income in the first quarter of 2020, a decrease of $1.1 million or 5 percent compared to the first quarter of 2019. Increased fees and commissions revenue, primarily from mortgage-backed securities trading, was largely offset by increased operating expenses and decreased net interest revenue.

Table 11 -- Wealth Management

(Dollars in thousands)



	Three Months Ended March 31,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
	2020			2019			Increase (Decrease)			% Increase (Decrease)		Three Months Ended Dec. 31, 2019			Increase (Decrease)			% Increase (Decrease)
Net interest revenue from external sources	$	14,366		$	21,486		$	(7,120	)	(33	)%	$	10,224		$	4,142		41	%
Net interest revenue from internal sources	4,538			6,770			(2,232		)	(33	)%	11,602			(7,064		)	(61	)%
Total net interest revenue	18,904			28,256			(9,352		)	(33	)%	21,826			(2,922		)	(13	)%
Net loans charged off (recovered)	(48		)	(119		)	71			(60	)%	(100		)	52			(52	)%
Net interest revenue after net loans charged off (recovered)	18,952			28,375			(9,423		)	(33	)%	21,926			(2,974		)	(14	)%

Fees and commissions revenue	97,881			73,256			24,625			34	%	92,729			5,152			6	%
Other gains, net	—			158			(158		)	N/A		68			(68		)	N/A
Other operating revenue	97,881			73,414			24,467			33	%	92,797			5,084			5	%

Personnel expense	56,443			43,991			12,452			28	%	54,980			1,463			3	%
Non-personnel expense	21,749			17,516			4,233			24	%	19,708			2,041			10	%
Other operating expense	78,192			61,507			16,685			27	%	74,688			3,504			5	%

Net direct contribution	38,641			40,282			(1,641		)	(4	)%	40,035			(1,394		)	(3	)%
Corporate expense allocations	8,265			8,360			(95		)	(1	)%	9,296			(1,031		)	(11	)%
Income before taxes	30,383			31,922			(1,539		)	(5	)%	30,741			(358		)	(1	)%
Federal and state income tax	7,810			8,203			(393		)	(5	)%	7,878			(68		)	(1	)%
Net income	$	22,573		$	23,719		$	(1,146	)	(5	)%	$	22,863		$	(290	)	(1	)%

Average assets	$	12,723,412		$	9,328,986		$	3,394,426		36	%	$	11,225,207		$	1,498,205		13	%
Average loans	1,705,735			1,448,718			257,017			18	%	1,667,278			38,457			2	%
Average deposits	7,623,986			5,659,771			1,964,215			35	%	7,301,391			322,595			4	%
Average invested capital	288,264			265,572			22,692			9	%	279,782			8,482			3	%

Net interest revenue decreased $9.4 million or 33 percent compared to the first quarter of 2019, largely due to a decrease in the yield earned on deposits sold to the Funds Management unit. Further, Wealth Management incurred additional funding costs for non-interest bearing receivables related to unsettled securities sales. Average loans attributed to the Wealth Management segment increased $257 million or 18 percent and average deposits increased $2.0 billion or 35 percent, largely due to the allocation of acquired loans and deposits.

Fees and commissions revenue increased $24.6 million or 34 percent over the first quarter of 2019. Brokerage and trading revenue increased $20.2 million due to increased trading activity as a result of lower mortgage interest rates. Trust fees and commissions also increased $2.8 million. Operating expense increased $16.7 million or 27 percent compared to the first quarter of 2019. Personnel expense increased $12.5 million, primarily due to the increase of incentive compensation as a result of higher trading activity. Non-personnel expense increased $4.2 million or 24 percent over the first quarter of 2019, largely related to occupancy and equipment and data processing expenses. Corporate expense allocations decreased $95 thousand or 1 percent compared to the prior year.

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Net income for Wealth Management decreased $290 thousand or 1 percent compared to the fourth 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 $2.9 million primarily due to lower yields on deposits sold to our Funds Management unit combined with the increased carrying cost on larger unsettled securities receivables. Brokerage and trading revenue increased $5.7 million due to an increase in trading activity and volumes due to favorable interest rate changes. Trading revenue related to mortgage banking activities increased $15.0 and was partially offset by widened spreads in asset-backed and municipal securities. Operating expenses increased $3.5 million, largely due to variable incentive compensation related to revenue growth and an increase in occupancy allocations.

Average loans increased $38 million or 2 percent to $1.7 billion and average deposits increased $323 million or 4 percent to $7.6 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 March 31, 2020 and December 31, 2019.

We hold an inventory of trading securities in support of sales to a variety of customers, including banks, corporations, insurance companies, money managers and others. Trading securities increased $487 million to $2.1 billion during the first quarter of 2020. As discussed in the Market Risk section of this report, trading activities involve risk of loss from adverse price movement. We mitigate this risk within board-approved limits through the use of derivative contracts, short-sales and other techniques. These limits remain relatively unchanged from levels set before our expanded trading activities.

At March 31, 2020, the carrying value of investment (held-to-maturity) securities was $273 million, including a $1.5 million allowance for expected credit losses. The fair value of investment securities was $296 million at March 31, 2020. Investment securities consist primarily of residential mortgage-backed securities issued by U.S. government agencies, long-term, fixed rate Oklahoma and Texas municipal bonds, and taxable Texas school construction bonds.

Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, net of deferred taxes, are recorded as accumulated other comprehensive income in shareholders’ equity. The amortized cost of available for sale securities totaled $12.3 billion at March 31, 2020, a $1.1 billion increase compared to December 31, 2019 as a measure to protect for a down rate environment. At March 31, 2020, the available for sale securities portfolio consisted primarily of U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. Both residential and commercial mortgage-backed securities have credit risk from delinquency or default of the underlying loans. We mitigate this risk by primarily investing in securities issued by U.S. government agencies. Principal and interest payments on the underlying loans are fully guaranteed. Commercial mortgage-backed securities have prepayment penalties similar to commercial loans.

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities at March 31, 2020 is 2.4 years. Management estimates the duration extends to 3.7 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.2 years assuming a 100 basis point decline in the current low rate environment.

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Loans

The aggregate loan portfolio before allowance for loan losses totaled $22.5 billion at March 31, 2020, up $713 million over December 31, 2019. Growth in commercial loan balances during the first quarter was partially offset by a decrease in loans to individuals.

Table 12 -- Loans

(In thousands)



	Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019		June 30, 2019		Mar. 31, 2019
Commercial:
Energy	$	4,111,676	$	3,973,377	$	4,114,269	$	3,921,353	$	3,705,099
Healthcare	3,165,096		3,033,916		3,032,968		2,926,510		2,915,885
Services	3,955,748		3,832,031		4,011,089		4,105,117		4,090,646
General business	3,563,455		3,192,326		3,266,299		3,383,928		3,250,345
Total commercial	14,795,975		14,031,650		14,424,625		14,336,908		13,961,975

Commercial real estate:
Multifamily	1,282,457		1,265,562		1,324,839		1,300,372		1,210,358
Office	962,004		928,379		1,014,275		1,056,306		1,033,158
Retail	774,198		775,521		799,169		825,399		890,685
Industrial	728,026		856,117		873,536		828,569		767,757
Residential construction and land development	138,958		150,879		135,361		141,509		149,686
Other commercial real estate	564,442		457,325		478,877		557,878		549,007
Total commercial real estate	4,450,085		4,433,783		4,626,057		4,710,033		4,600,651

Loans to individuals:
Residential mortgage	1,844,555		1,886,378		1,925,539		1,975,449		1,999,312
Residential mortgage guaranteed by U.S. government agencies	197,889		197,794		191,764		195,373		193,308
Personal	1,175,466		1,201,382		1,117,382		1,037,889		1,003,734
Total loans to individuals	3,217,910		3,285,554		3,234,685		3,208,711		3,196,354

Total	$	22,463,970	$	21,750,987	$	22,285,367	$	22,255,652	$	21,758,980

Commercial

Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. These loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interests in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing cash flow from operations of the customer’s business. 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 $14.8 billion or 66 percent of the loan portfolio at March 31, 2020, a $764 million increase over December 31, 2019. Advances on existing commercial revolving lines of credit represented $751 million of this increase during the first quarter, due to both seasonal factors and customer responses to the COVID-19 pandemic. In addition to being collateralized by customer's assets, revolving lines of credit are generally governed by a borrowing base.

- 20 -

Approximately 79 percent of loans in this segment are located within our geographic footprint, based on collateral location. Loans for which the collateral location is less relevant, such as unsecured loans and reserve-based energy loans are categorized by the borrower's primary operating location. The largest concentration of loans in this segment outside of our footprint is California, totaling 4 percent of the segment.

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

Outstanding energy loans totaled $4.1 billion or 18 percent of total loans at March 31, 2020, up $138 million over December 31, 2019. Approximately $3.2 billion of energy loans were to oil and gas producers, growing $65 million over December 31, 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 62 percent of the committed production loans are secured by properties primarily producing oil and 38 percent of the committed production loans are secured by properties primarily producing natural gas.

Loans to midstream oil and gas companies totaled $672 million at March 31, 2020, up $63 million over December 31, 2019. Loans to borrowers that provide services to the energy industry totaled $184 million at March 31, 2020, an increase of $6.4 million. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $71 million, a $3.7 million increase over the prior quarter.

Unfunded energy loan commitments were $2.6 billion at March 31, 2020, a $386 million decrease compared to December 31, 2019 primarily due to increased utilization in the first quarter.

The healthcare sector of the loan portfolio totaled $3.2 billion or 14 percent of total loans. Healthcare loans increased $131 million over December 31, 2019. Healthcare sector loans consist primarily of loans for the development and operation of senior housing and care facilities, including independent living, assisted living and skilled nursing. Generally we loan to borrowers with a portfolio of multiple facilities that serves to help diversify risks specific to a single facility. Healthcare also includes loans to hospitals and other medical service providers impacted by a deferral of elective procedures to ensure adequate protective equipment and ventilators for those providing acute care to virus patients. The CARES Act does include multiple revenue enhancement measures for both hospitals and skilled nursing facilities as they manage through the risks of the virus.

The services sector of the loan portfolio increased $124 million to $4.0 billion or 18 percent of total loans. Service sector loans consist of a large number of loans to a variety of businesses, including Native American tribal and state and local governments, Native American tribal casino operations, educational services, consumer services and commercial services. Approximately $2.0 billion of the services category is made up of loans with individual balances of less than $10 million. Services sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer’s business.

General business loans increased $371 million to $3.6 billion or 16 percent of total loans. General business loans consist of $2.0 billion of wholesale/retail loans, $698 million of manufacturing loans, and remainder from other industries.

Our services and general business loans include areas we consider to be more exposed to the economic slowdown as a result of the social distancing measures in place to combat the COVID-19 pandemic such as entertainment and recreation, retail, hotels, churches, airline travel, and higher education that are dependent on large social gatherings to remain profitable. This represents approximately 8 percent of our total portfolio. This risk may be further mitigated as some of these borrowers participate in the Payroll Protection Program and we will continue to monitor these areas closely in the coming months.

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We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $100 million and with three or more non-affiliated banks as participants. At March 31, 2020, the outstanding principal balance of these loans totaled $5.0 billion, including $2.3 billion of energy loans. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 18 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. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 20 percent to 22 percent over the past five years. The outstanding balance of commercial real estate loans increased $16 million over December 31, 2019.

Approximately 70 percent of loans in this segment are in our geographic footprint based on collateral location. The largest concentration of loans in this segment outside our footprint is Utah, totaling 6.8 percent of the segment, followed by California at 5.9 percent. All other states represent less than 4% individually.

Loans secured by retail facilities are clearly the most vulnerable to the impacts of measures being taken to hinder the spread of the virus, the extent of which is dependent upon the duration of various governmental orders and adjustments in consumer behavior after these orders are lifted. While office and multifamily may also be impacted, we believe our geographic footprint will help in the long term because of strong in-migration over time.

Loans to individuals

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

In general, we sell the majority of our conforming fixed rate loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. We have no concentration in sub-prime residential mortgage loans. Our mortgage loan portfolio does not include payment option adjustable rate mortgage loans or adjustable rate mortgage loans with initial rates that are below market. Home equity loans are primarily first-lien and fully amortizing.

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

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

Approximately 94 percent of the loans in this segment are secured by collateral located within our geographical footprint. Loans for which the collateral location is less relevant, such as unsecured loans are categorized by the borrower’s primary operating location.

- 22 -

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

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

- 23 -

Table 13-- Loans Managed by Primary Geographical Market

(In thousands)



	Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019		June 30, 2019		Mar. 31, 2019
Texas:
Commercial	$	6,350,690	$	6,174,894	$	6,220,227	$	5,877,265	$	5,754,018
Commercial real estate	1,296,266		1,259,117		1,292,116		1,341,609		1,344,810
Loans to individuals	756,634		727,175		749,361		673,463		662,721
Total Texas	8,403,590		8,161,186		8,261,704		7,892,337		7,761,549

Oklahoma:
Commercial	3,886,086		3,454,825		3,690,100		3,762,234		3,551,054
Commercial real estate	593,473		631,026		679,786		717,970		665,190
Loans to individuals	1,788,518		1,854,864		1,753,698		1,786,162		1,792,188
Total Oklahoma	6,268,077		5,940,715		6,123,584		6,266,366		6,008,432

Colorado:
Commercial	2,181,309		2,169,598		2,247,798		2,325,742		2,231,703
Commercial real estate	955,608		927,826		975,066		1,023,410		957,348
Loans to individuals	268,674		276,939		303,605		314,317		307,534
Total Colorado	3,405,591		3,374,363		3,526,469		3,663,469		3,496,585

Arizona:
Commercial	1,396,582		1,307,073		1,276,534		1,330,415		1,335,140
Commercial real estate	714,161		728,832		771,425		761,243		791,466
Loans to individuals	181,821		186,539		170,815		168,019		160,848
Total Arizona	2,292,564		2,222,444		2,218,774		2,259,677		2,287,454

Kansas/Missouri:
Commercial	556,255		527,872		566,969		602,836		667,859
Commercial real estate	310,799		322,541		374,795		331,443		327,870
Loans to individuals	116,734		131,069		146,522		155,453		157,391
Total Kansas/Missouri	983,788		981,482		1,088,286		1,089,732		1,153,120

New Mexico:
Commercial	327,164		305,320		335,409		350,520		342,915
Commercial real estate	434,150		402,148		374,331		385,058		371,416
Loans to individuals	87,110		90,257		92,270		92,626		96,391
Total New Mexico	848,424		797,725		802,010		828,204		810,722

Arkansas:
Commercial	97,889		92,068		87,588		87,896		79,286
Commercial real estate	145,628		162,293		158,538		149,300		142,551
Loans to individuals	18,419		18,711		18,414		18,671		19,281
Total Arkansas	261,936		273,072		264,540		255,867		241,118

Total BOK Financial loans	$	22,463,970	$	21,750,987	$	22,285,367	$	22,255,652	$	21,758,980

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Off-Balance Sheet Commitments

We enter into certain off-balance sheet arrangements in the normal course of business as shown in Table 14. Loan commitments may be unconditional obligations to provide financing or conditional obligations that depend on the borrower’s financial condition, collateral value or other factors. Standby letters of credit are unconditional commitments to guarantee the performance of our customer to a third party. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

We have off-balance sheet commitments related to certain residential mortgage loans sold into mortgage-backed securities as part of our mortgage banking activities. We retain off-balance sheet credit risk related to losses in excess of amounts guaranteed by the U.S. Department of Veteran's Affairs ("VA"). We also have off-balance sheet credit risk related to certain residential mortgage loans primarily originated under community development loan programs that were sold to a U.S. government agency with full recourse prior to 2007. We are obligated to repurchase these loans for the life of these loans in the event of foreclosure for the unpaid principal and interest at the time of foreclosure. The majority of our conforming fixed rate loan originations are sold in the secondary market and we only retain repurchase obligations under standard underwriting representations and warranties.

Table 14 – Off-Balance Sheet Credit Commitments

(In thousands)



	Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019		June 30, 2019		Mar. 31, 2019
Loan commitments	$	9,960,678	$	11,065,649	$	11,259,366	$	11,411,819	$	12,243,886
Standby letters of credit	683,516		645,505		712,944		698,527		720,451
Unpaid principal balance of residential mortgage loans sold with recourse	86,336		88,808		92,139		93,606		94,938
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veteran's Affairs	3,217,567		3,375,451		3,472,375		3,568,408		3,604,005

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.

- 25 -

Derivative contracts are carried at fair value. At March 31, 2020, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $929 million compared to $302 million at December 31, 2019. At March 31, 2020, the net fair value of our derivative contracts included $482 million for energy contracts, $313 million for foreign exchange contracts and $132 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 $893 million at March 31, 2020 and $291 million at December 31, 2019.

At March 31, 2020, total derivative assets were reduced by $414 million of cash collateral received from counterparties and total derivative liabilities were reduced by $123 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement.

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

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at March 31, 2020 follows in Table 15.

Table 15 -- Fair Value of Derivative Contracts

(In thousands)



Customers	$	277,987
Banks and other financial institutions	183,267
Exchanges and clearing organizations	53,106
Fair value of customer risk management program asset derivative contracts, net	$	514,360

At March 31, 2020, our largest derivative exposure was to a clearing organization for energy contracts, net of cash margin, of $53 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 $8.52 per barrel of oil would not be great enough to create a scenario in which we are owed by our customers. This is due to the price of oil being within the weighted average fixed price of the portfolio. Rather, we would be owed by the counterparties, however, due to our margining status with counterparties, one would not see any impact here. An increase in prices equivalent to $31.66 per barrel of oil would not yet create a scenario in which we are owed by customers as the price of oil would still be within the weighted average fixed price of the portfolio. Further increases in price to the equivalent of $45.95 per barrel of oil would increase the fair value of our derivative assets by $148 million with lending customers comprising the bulk of the assets. Liquidity requirements of this program may also be affected by our credit rating. At March 31, 2020, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million. The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of March 31, 2020, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

- 26 -

Summary of Credit Loss Experience

Table 16 -- Summary of Credit Loss Experience

(In thousands)



	Three Months Ended Mar. 31, 2020
Allowance for loan losses:
Beginning balance	$	210,759
CECL transition adjustment¹	25,809
Beginning balance, adjusted	236,568
Loans charged off	(18,917		)
Recoveries of loans previously charged off	1,696
Net loans charged off	(17,221		)
Provision for credit losses	95,964
Ending balance	315,311

Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	1,585
CECL transition adjustment	23,552
Beginning balance, adjusted	25,137
Provision for credit losses	3,377
Ending balance	28,514

Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance	4,820
CECL transition adjustment	10,915
Beginning balance, adjusted	15,735
Loans charged off	(55		)
Provision for credit losses	(6,020		)
Ending balance	9,660

Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance	—
CECL transition adjustment	1,052
Beginning balance, adjusted	1,052
Provision for credit losses	450
Ending balance	1,502

Total provision for credit losses	93,771

Net charge-offs (recoveries) (annualized) to average loans	0.31		%
Recoveries to gross charge-offs	8.97		%
Provision for loan losses (annualized) to average loans	1.71		%
Allowance for loan losses to loans outstanding at period-end	1.40		%
Accrual for unfunded loan commitments to loan commitments	0.29		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end	1.53		%


¹	Included $1.3 million related to measurement changes to the allowance attributed to outstanding loan balances and $24.5 million related to recognition of expected credit losses on acquired loans.

- 27 -



	Three Months Ended
	Dec. 31 2019			Sept. 30 2019			June 30, 2019			Mar. 31 2019
Allowance for loan losses:
Beginning balance	$	204,432		$	202,534		$	205,340		$	207,457
Loans charged off	(14,268		)	(11,707		)	(13,227		)	(11,775		)
Recoveries of loans previously charged off	1,816			1,066			5,503			1,689
Net loans charged off	(12,452		)	(10,641		)	(7,724		)	(10,086		)
Provision for loan losses	18,779			12,539			4,918			7,969
Ending balance	$	210,759		$	204,432		$	202,534		$	205,340
Accrual for off-balance sheet credit losses:
Beginning balance	$	1,364		$	1,903		$	1,821		$	1,790
Provision for off-balance sheet credit losses	221			(539		)	82			31
Ending balance	$	1,585		$	1,364		$	1,903		$	1,821
Total combined provision for credit losses	$	19,000		$	12,000		$	5,000		$	8,000
Net charge-offs (recoveries) (annualized) to average loans	0.22		%	0.19		%	0.14		%	0.19		%
Provision for losses (annualized) to average loans	0.34		%	0.21		%	0.09		%	0.15		%
Recoveries to gross charge-offs	12.73		%	9.11		%	41.60		%	14.34		%
Provision for loan losses (annualized) to average loans	0.34		%	0.21		%	0.09		%	0.15		%
Allowance for loan losses to loans outstanding at period-end	0.97		%	0.92		%	0.91		%	0.94		%
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments	0.01		%	0.01		%	0.02		%	0.01		%
Combined allowance for credit losses and off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period-end	0.98		%	0.92		%	0.92		%	0.95		%

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

The Company adopted FASB Accounting Standard Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Assets Measured at Amortized Cost ("CECL") on January 1, 2020 through a pre-tax cumulative-effect adjustment to equity of $61.4 million. CECL requires recognition of expected credit losses on assets carried at amortized cost over their expected lives. The previous incurred loss model incorporated only known information as of the balance sheet date. Prior years reported under the incurred loss model have not been restated. CECL uses models to measure the probability of default and loss given default over a 12-month reasonable and supportable forecast period. Models incorporate base case, downside and upside macroeconomic variables such as real gross domestic product ("GDP") growth, civilian unemployment rate and West Texas Intermediate ("WTI") oil prices on a probability weighted basis. See Note 4 to the consolidated financial statements for additional discussion of methodology of allowance for loan losses.

The provision for credit losses was $93.8 million for the first quarter of 2020, primarily due to $99.3 million related to lending activity. Changes in our reasonable and supportable forecasts of macroeconomic variables, primarily due to the impact of the COVID-19 pandemic, oil price declines, and other assumptions, required a provision of $66.2 million. All other changes totaled $33.1 million, which included $7.5 million related to loan growth, $8.4 million related to changes in impairment, risk grading and other portfolio changes, and net charge-offs of $17.2 million.

Our base case reasonable and supportable forecast includes a 20 percent decrease in GDP and an 8.3 percent civilian unemployment rate in the second quarter of 2020. Our forward twelve month forecast through the first quarter of 2021 assumes a 4.6 percent decrease in GDP and a 6.5 percent civilian unemployment rate. WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of March 2020, $25.10 per barrel for delivery in the second quarter of 2020 and increasing to $34.73 per barrel for delivery in the first quarter of 2021. This scenario is consistent with data and other industry forecasts available during the last week of March 2020.

- 28 -

Our downside reasonable and supportable forecast reflects a more severe and prolonged disruption in economic activity than the base case and includes a 30 percent decrease in GDP and a 9.5 percent civilian unemployment rate in the second quarter of 2020. Our forward twelve month forecast through the first quarter of 2021 assumes a 10.9 percent decrease in GDP and an 8.0 percent civilian unemployment rate. WTI oil prices are projected to range from $19.10 per barrel for delivery in the second quarter of 2020 to $31.73 per barrel for delivery in the first quarter of 2021.

The upside case reflects a more mild and abbreviated disruption in economic activity than the base case, with real GDP declining by 1.6 percent from the second quarter of 2020 to the first quarter of 2021. Other macroeconomic factors in this scenario also reflect this outlook compared to the base case with the civilian unemployment rate reaching a lower peak in the second quarter of 2020 and then recovering more quickly and WTI prices being less adverse.

The allowance for loan losses under CECL totaled $315 million or 1.40 percent of outstanding loans and 199 percent of nonaccruing loans at March 31, 2020, excluding residential mortgage loans guaranteed by U.S. government agencies. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $344 million or 1.53 percent of outstanding loans and 217 percent of nonaccruing loans at March 31, 2020.

The allowance for credit losses attributed to energy was 2.43 percent of outstanding energy loans at March 31. Demand declines in the first quarter related to the COVID-19 pandemic coupled with the OPEC Plus production conflict have led to price declines of current spot and future oil prices. Natural gas prices have not been as significantly impacted with the recent price declines in oil. As we have said in the past, the duration of the downturn is a more significant factor affecting performance than the level of prices. Although current spot and future oil prices have been volatile, if drivers of this decline are short term, meaning less than twelve months, then expected losses in the portfolio will not be overly impactful to the Company.

We also conduct quarterly stress tests of our energy borrowers with more than 50 percent funding on their lines of credit and all criticized loans using a price deck discounted at 20 percent. This stress test helps us identify potential issues, although the most recent test resulted in no surprises once hedging was taken into consideration. Of all the energy customers that we stress test, which makes up 92 percent of production loans outstanding, 95 percent of our customers have some level of hedging in the 12-month range and many of them carry into the 24-month range.

The company recorded a $19.0 million provision for credit losses under the previous incurred loss model in the fourth quarter of 2019. The allowance for loan losses under the incurred loss model was $211 million or 0.97 percent of outstanding loans and 121 percent of nonaccruing loans, excluding loans guaranteed by U.S. government agencies at December 31, 2019. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $212 million or 0.98 percent of outstanding loans and 121 percent of nonaccruing loans.

Net Loans Charged Off

Net charge-offs of commercial loans were $16.2 million in the first quarter of 2020, primarily related to two previously impaired energy production loans. Net commercial real estate loan charge-offs were $839 thousand and net charge-offs of loans to individuals were $229 thousand. Net charge-offs of loans to individuals include deposit account overdraft losses.

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

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

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

The accrual for off-balance sheet credit risk associated with mortgage banking activities decreased $6.0 million during the first quarter primarily due to a shortening of the expected life of loans due to increased prepayment speeds as a result of decreased mortgage interest rates.

- 29 -

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

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

- 30 -

Nonperforming Assets

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

Table 17 -- Nonperforming Assets

(In thousands)



	Mar. 31, 2020			Dec. 31, 2019			Sept. 30, 2019			June 30, 2019			Mar. 31, 2019
Nonaccruing loans:
Commercial:
Energy	$	96,448		$	91,722		$	88,894		$	71,632		$	35,332
Healthcare	4,070			4,480			5,978			16,148			18,768
Services	8,425			7,483			6,119			10,087			9,555
General business	9,681			11,731			10,715			25,528			26,703
Total commercial	118,624			115,416			111,706			123,395			90,358

Commercial real estate	8,545			27,626			23,185			21,670			21,508

Loans to individuals:
Residential mortgage	30,721			31,522			30,972			31,734			33,463
Residential mortgage guaranteed by U.S. government agencies	5,005			6,100			6,332			6,743			6,946
Personal	277			287			271			237			302
Total loans to individuals	36,003			37,909			37,575			38,714			40,711
Total nonaccruing loans	$	163,172		$	180,951		$	172,466		$	183,779		$	152,577
Accruing renegotiated loans guaranteed by U.S. government agencies	91,757			92,452			92,718			95,989			91,787
Real estate and other repossessed assets	36,744			20,359			21,026			16,940			17,139
Total nonperforming assets	$	291,673		$	293,762		$	286,210		$	296,708		$	261,503
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	194,911		$	195,210		$	187,160		$	193,976		$	162,770

Allowance for loan losses to nonaccruing loans^1,2	199.35		%	120.54		%	123.05		%	114.40		%	141.00		%
Nonperforming assets to outstanding loans and repossessed assets	1.30		%	1.35		%	1.28		%	1.33		%	1.20		%
Nonaccruing commercial loans to outstanding commercial loans	0.80		%	0.82		%	0.77		%	0.86		%	0.65		%
Nonaccruing commercial real estate loans to outstanding commercial real estate loans	0.19		%	0.62		%	0.50		%	0.46		%	0.47		%
Nonaccruing loans to individuals to outstanding loans to individuals²	1.03		%	1.03		%	1.03		%	1.06		%	1.12		%


¹	Effective January 1, 2020, the Company adopted the required expected credit loss approach for the allowance as required by ASU 2016-13, Financial Instruments - Credit Losses. All periods prior to January 1, 2020 reflect the incurred loss approach in effect at that time.


²	Excludes residential mortgages guaranteed by U.S. government agencies.

- 31 -

Excluding assets guaranteed by U.S. government agencies, nonperforming assets were largely unchanged compared to December 31, 2019. Newly identified nonaccruing loans totaled $30 million, primarily related to a single energy borrower, offset by $8.9 million of payments, $19 million of charge-offs and $18 million of foreclosures, primarily related to single commercial real estate borrower. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

A rollforward of nonperforming assets for the three months ended March 31, 2020 follows in Table 18.

Table 18 -- Rollforward of Nonperforming Assets

(In thousands)



	Three Months Ended
	March 31, 2020
	Nonaccruing Loans
	Commercial			Commercial Real Estate			Loan to Individuals			Total			Renegotiated Loans			Real Estate and Other Repossessed Assets			Total Nonperforming Assets
Balance, Dec. 31, 2019	$	115,416		$	27,626		$	37,909		$	180,951		$	92,452		$	20,359		$	293,762
Additions	26,689			4			3,146			29,839			8,857			—			38,696
Payments	(6,647		)	(154		)	(2,130		)	(8,931		)	(914		)	—			(9,845		)
Charge-offs	(16,615		)	(886		)	(1,416		)	(18,917		)	—			—			(18,917		)
Net gains (losses) and write-downs	—			—			—			—			—			3			3
Foreclosure of nonperforming loans	—			(18,045		)	(429		)	(18,474		)	—			18,474			—
Foreclosure of loans guaranteed by U.S. government agencies	—			—			(1,077		)	(1,077		)	(1,839		)	—			(2,916		)
Proceeds from sales	—			—			—			—			(7,143		)	(2,092		)	(9,235		)
Return to accrual status	(219		)	—			—			(219		)	—			—			(219		)
Other, net	—			—			—			—			344			—			344
Balance, Mar. 31, 2020	$	118,624		$	8,545		$	36,003		$	163,172		$	91,757		$	36,744		$	291,673

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

Real Estate and Other Repossessed Assets

Real estate and other repossessed assets totaled $37 million at March 31, 2020, composed primarily of $23 million of developed commercial real estate, $5.6 million of undeveloped land primarily zoned for commercial development, $5.3 million of oil and gas properties and $2.9 million of 1-4 family residential properties. Real estate and other repossessed assets totaled $20 million at December 31, 2019.

- 32 -

Liquidity and Capital

Based on the average balances for the first quarter of 2020, approximately 62 percent of our funding was provided by deposit accounts, 23 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 first quarter of 2020 totaled $28.2 billion, a $1.1 billion increase over the fourth quarter of 2019. Strong deposit growth was driven by a combination of our continued focus on growing core customer deposits, inflows from external money funds, and seasonal inflows. Interest-bearing transaction account balances increased $1.5 billion and demand deposits decreased $380 million.

Table 19 - Average Deposits by Line of Business

(In thousands)



	Three Months Ended
	Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019		June 30, 2019		Mar. 31, 2019
Commercial Banking	$	11,907,386	$	11,419,558	$	10,833,057	$	10,724,206	$	8,261,543
Consumer Banking	6,869,481		6,974,453		6,983,018		6,998,677		6,544,665
Wealth Management	7,623,986		7,301,391		6,590,332		6,220,848		5,659,771
Subtotal	26,400,853		25,695,402		24,406,407		23,943,731		20,465,979
Funds Management and other	1,794,715		1,404,838		1,293,767		1,218,645		4,148,500
Total	$	28,195,568	$	27,100,240	$	25,700,174	$	25,162,376	$	24,614,479

Acquired deposits were allocated to the lines of business from funds management and other in the second quarter of 2019. Average Commercial Banking deposit balances increased $488 million over the fourth quarter of 2019. Interest-bearing transaction account balances increased $646 million and demand deposit balances decreased $165 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 decreased $105 million compared to the prior quarter. An $83 million decrease in demand deposit balances and a $55 million decrease in interest-bearing transaction deposit balances was partially offset by a $19 million increase in time deposit balances and a $14 million increase in savings account balances.

Average Wealth Management deposits increased $323 million over the fourth quarter of 2019. Interest-bearing transaction account balances were up $432 million. Demand deposit balances decreased $73 million. Time deposit balances decreased $34 million.

Average time deposits for the first quarter of 2020 included $247 million of brokered deposits, a $9.5 million increase compared to the fourth quarter of 2019. Average interest-bearing transaction accounts for the first quarter included $1.3 billion of brokered deposits, a $75 million increase compared to the fourth quarter of 2019.

- 33 -

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

Table 20 -- Period End Deposits by Principal Market Area

(In thousands)



	Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019		June 30, 2019		Mar. 31, 2019
Oklahoma:
Demand	$	3,669,558	$	3,257,337	$	3,515,312	$	3,279,360	$	3,432,239
Interest-bearing:
Transaction	9,955,697		8,574,912		7,447,799		7,020,484		6,542,548
Savings	329,631		306,194		308,103		307,785		309,875
Time	1,137,802		1,125,446		1,198,170		1,253,804		1,217,371
Total interest-bearing	11,423,130		10,006,552		8,954,072		8,582,073		8,069,794
Total Oklahoma	15,092,688		13,263,889		12,469,384		11,861,433		11,502,033

Texas:
Demand	2,767,399		2,757,376		2,867,915		2,970,340		2,964,600
Interest-bearing:
Transaction	2,874,362		2,911,731		2,589,063		2,453,187		2,385,001
Savings	115,039		102,456		100,597		103,125		101,849
Time	505,565		495,343		464,264		425,253		419,269
Total interest-bearing	3,494,966		3,509,530		3,153,924		2,981,565		2,906,119
Total Texas	6,262,365		6,266,906		6,021,839		5,951,905		5,870,719

Colorado:
Demand	1,579,764		1,729,674		1,694,044		1,621,820		1,897,547
Interest-bearing:
Transaction	1,759,384		1,769,037		1,910,874		1,800,271		1,844,632
Savings	58,000		53,307		60,107		57,263		58,919
Time	279,105		283,517		273,622		246,198		261,235
Total interest-bearing	2,096,489		2,105,861		2,244,603		2,103,732		2,164,786
Total Colorado	3,676,253		3,835,535		3,938,647		3,725,552		4,062,333

New Mexico:
Demand	750,052		623,722		645,698		630,861		662,362
Interest-bearing:
Transaction	563,891		558,493		539,260		557,881		573,203
Savings	67,553		63,999		62,863		62,636		61,497
Time	235,778		238,140		236,135		232,569		228,212
Total interest-bearing	867,222		860,632		838,258		853,086		862,912
Total New Mexico	1,617,274		1,484,354		1,483,956		1,483,947		1,525,274

- 34 -



	Mar. 31, 2020		Dec. 31, 2019		Sept. 30, 2019		June 30, 2019		Mar. 31, 2019
Arizona:
Demand	665,396		681,268		705,895		704,144		697,381
Interest-bearing:
Transaction	729,603		684,929		600,103		560,861		622,039
Savings	8,832		10,314		12,487		11,966		12,144
Time	47,081		49,676		44,347		43,099		44,004
Total interest-bearing	785,516		744,919		656,937		615,926		678,187
Total Arizona	1,450,912		1,426,187		1,362,832		1,320,070		1,375,568

Kansas/Missouri:
Demand	318,985		384,533		376,020		431,856		410,799
Interest-bearing:
Transaction	537,552		784,574		284,940		310,774		361,590
Savings	12,888		12,169		11,689		13,125		13,815
Time	19,137		17,877		19,126		19,205		19,977
Total interest-bearing	569,577		814,620		315,755		343,104		395,382
Total Kansas/Missouri	888,562		1,199,153		691,775		774,960		806,181

Arkansas:
Demand	70,428		27,381		39,513		29,176		31,624
Interest-bearing:
Transaction	175,803		108,076		149,506		148,485		147,964
Savings	1,862		1,837		1,747		1,783		1,785
Time	8,005		7,850		7,877		7,810		8,321
Total interest-bearing	185,670		117,763		159,130		158,078		158,070
Total Arkansas	256,098		145,144		198,643		187,254		189,694
Total BOK Financial deposits	$	29,244,152	$	27,621,168	$	26,167,076	$	25,305,121	$	25,331,802

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 $550 million at March 31, 2020. Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale and trading securities. Federal Home Loan Bank borrowings are generally short-term and are secured by a blanket pledge of eligible collateral (generally unencumbered U.S. Treasury and agency mortgage-backed securities, 1-4 family residential mortgage loans, multifamily and other qualifying commercial real estate loans). Amounts borrowed from the Federal Home Loan Bank of Topeka averaged $6.5 billion during the quarter, compared to $6.2 billion in the fourth quarter of 2019. On March 15, 2020, the Federal Reserve announced changes to the Discount Window, including narrowing the spread of the primary credit rate relative to the general level of overnight interest to help encourage more active use of the Discount Window by depository institutions. We did increase our collateral at the Discount Window and maintained a modest amount of borrowings in late March.

At March 31, 2020, the estimated unused credit available to BOKF, NA from collateralized sources was approximately $11.4 billion.

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

- 35 -

Table 21 -- Borrowed Funds

(In thousands)



			Three Months Ended March 31, 2020							Three Months Ended December 31, 2019
	Mar. 31, 2020		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter	Dec. 31, 2019		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter

Funds purchased	1,827,134		2,848,816		1.25	%	2,608,315	3,390,528		3,746,323		1.66	%	3,390,528
Repurchase agreements	2,756,634		967,125		0.82	%	2,756,634	427,822		374,287		0.61	%	427,822
Other borrowings:
Federal Home Loan Bank advances	5,500,000		6,474,725		1.65	%	7,500,000	4,500,000		6,218,478		1.98	%	6,200,000
GNMA repurchase liability	15,030		14,304		4.41	%	15,030	15,417		13,287		4.36	%	15,872
Federal Reserve Bank advances	—		36,264		0.31	%	—	—		—		—	%	—
Other	14,524		17,032		4.13	%	14,524	11,638		15,429		4.22	%	34,676
Total other borrowings	5,529,554		6,542,325		1.66	%		4,527,055		6,247,194		2.01	%
Subordinated debentures¹	275,942		275,932		5.30	%	275,942	275,923		275,916		5.40	%	275,923
Total other borrowed funds and subordinated debentures	$	10,389,264	$	10,634,198	1.57	%		$	8,621,328	$	10,643,720	1.92	%

¹ Parent Company only.

BOKF, NA also has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold in GNMA mortgage pools. Interest is payable monthly at rates contractually due to investors.

Parent Company

At March 31, 2020, cash and interest-bearing cash and cash equivalents held by the parent company totaled $170 million. The primary sources of liquidity for BOK Financial are cash on hand and dividends from BOKF, NA. Dividends from the bank are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the two preceding years. Dividends are further restricted by minimum capital requirements. At March 31, 2020, based upon the most restrictive limitations as well as management's internal capital policy, BOKF, NA could declare up to $181 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 March 31, 2020 was $5.0 billion, a $170 million increase over December 31, 2019. Net income less cash dividends paid increased equity $26 million during the first quarter of 2020. The transition adjustment related to the implementation of CECL decreased equity by $47 million. Changes in interest rates resulted in a $226 million increase in accumulated other comprehensive gain over December 31, 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.

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 March 31, 2020, 1,308,713 shares have been repurchased under this authorization. The Company repurchased 442,000 shares during the first quarter of 2020 at an average price of $75.52 per share. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

- 36 -

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

A summary of minimum capital requirements, including capital conservation buffer follows in Table 22. A bank which falls below these levels, including the capital conservation buffer, would be subject to regulatory restrictions on capital distributions (including but not limited to dividends and share repurchases) and executive bonus payments.

In March 2020, in response to the impact on the financial markets by the COVID-19 pandemic, the banking agencies issued an interim final rule permitting banking organizations that implement CECL the option to delay for two years an estimate of the CECL methodology's effect on regulatory capital, followed by a three-year transition period. The estimate includes the implementation date adjustment as of January 1, 2020 plus an estimate of the impact of the change for a two year period following implementation of CECL. We have elected to delay the regulatory capital impact of the transition in accordance with the interim final rule as of March 31, 2020.

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

Table 22 -- Capital Ratios



	Minimum Capital Requirement		Capital Conservation Buffer		Minimum Capital Requirement Including Capital Conservation Buffer		Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019
Risk-based capital:
Common equity Tier 1	4.50	%	2.50	%	7.00	%	10.98	%	11.39	%	10.71	%
Tier 1 capital	6.00	%	2.50	%	8.50	%	10.98	%	11.39	%	10.71	%
Total capital	8.00	%	2.50	%	10.50	%	12.65	%	12.94	%	12.24	%
Tier 1 Leverage	4.00	%	N/A		4.00	%	8.15	%	8.40	%	8.76	%

Average total equity to average assets							10.73	%	10.96	%	11.29	%
Tangible common equity ratio							8.39	%	8.98	%	8.64	%

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

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

Table 23 -- Non-GAAP Measure

(Dollars in thousands)



	Mar. 31, 2020			Dec. 31, 2019			Sept. 30, 2019			June 30, 2019			Mar. 31, 2019
Tangible common equity ratio:
Total shareholders' equity	$	5,026,248		$	4,855,795		$	4,829,016		$	4,709,438		$	4,522,873
Less: Goodwill and intangible assets, net	1,169,898			1,173,362			1,172,411			1,172,564			1,177,573
Tangible common equity	3,856,350			3,682,433			3,656,605			3,536,874			3,345,300
Total assets	47,119,162			42,172,021			43,127,205			41,893,073			39,882,962
Less: Goodwill and intangible assets, net	1,169,898			1,173,362			1,172,411			1,172,564			1,177,573
Tangible assets	$	45,949,264		$	40,998,659		$	41,954,794		$	40,720,509		$	38,705,389
Tangible common equity ratio	8.39		%	8.98		%	8.72		%	8.69		%	8.64		%

- 37 -

Off-Balance Sheet Arrangements

See Note 4 to the Consolidated Financial Statements for a discussion of the Company’s significant off-balance sheet commitments.

Market Risk

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

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

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

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 decrease in interest rates in the current low-rate environment are not meaningful.

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.

- 38 -

Table 24 -- Interest Rate Sensitivity

(Dollars in thousands)



	200 bp Increase						100 bp Decrease¹
	March 31,						March 31,
	2020			2019			2020	2019
Anticipated impact over the next twelve months on net interest revenue	$	(10,523	)	$	(4,451	)	N/A	$	42,977
	(1.02		)%	(0.38		)%	N/A	(3.70		)%

¹The results of a decrease in the current low-rate environment in 2020 are not meaningful. The results of a 200 basis point decrease in interest rates in the low-rate environment in 2019 were not meaningful, therefore we reported the effect of a 100 basis point decrease.

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

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

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

Table 25 -- MSR Asset and Hedge Sensitivity Analysis

(Dollars in thousands)



	March 31,
	2020						2019
	Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp
MSR Asset	$	36,430		$	(18,051	)	$	25,936		$	(33,750	)
MSR Hedge	(27,134		)	26,900			(31,698		)	26,211
Net Exposure	9,296			8,849			(5,762		)	(7,539		)

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.

- 39 -

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

Table 26 -- Mortgage Pipeline Sensitivity Analysis

(Dollars in thousands)



	Three Months Ended March 31,
	2020						2019
	Up 50 bp			Down 50 bp			Up 50 bp			Down 50 bp
Average¹	$	(211	)	$	(166	)	$	29		$	(810	)
Low²	582			998			436			(344		)
High³	(1,344		)	(1,483		)	(405		)	(1,343		)
Period End	(758		)	(262		)	127			(1,013		)


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 $11 million market risk limit for the trading portfolio, net of economic hedges.

Table 27 -- Trading Sensitivity Analysis

(Dollars in thousands)



	Three Months Ended March 31,
	2020					2019
	Up 50 bp			Down 50 bp		Up 50 bp			Down 50 bp
Average¹	$	(4,663	)	$	7,326	$	(1,707	)	$	1,577
Low²	(638		)	15,309		857			3,440
High³	(11,506		)	2,891		(3,665		)	(729		)
Period End	(5,987		)	6,400		127			(1,013		)


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


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


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

- 40 -

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.

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 Corporation, the financial services industry, the economy generally and the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, and others, on our business, financial condition and results of operations. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “plans,” “projects,” “will,” “intends,” variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and allowance for credit losses, allowance for uncertain tax positions, accruals for loss contingencies and valuation of mortgage servicing rights involve judgments as to expected events and are inherently forward-looking statements. Assessments that acquisitions and growth endeavors will be profitable are necessary statements of belief as to the outcome of future events based in part on information provided by others which BOK Financial has not independently verified. These various forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expected, implied or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to changes in government, consumer or business responses to, and ability to treat or prevent further outbreak of, the COVID-19 pandemic, changes in commodity prices, interest rates and interest rate relationships, inflation, demand for products and services, the degree of competition by traditional and nontraditional competitors, changes in banking regulations, tax laws, prices, levies and assessments, the impact of technological advances, and trends in customer behavior as well as their ability to repay loans. BOK Financial and its affiliates undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

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

- 41 -

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

- 42 -



Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)	Three Months Ended
	March 31,
Interest revenue	2020			2019
Loans	$	243,218		$	279,872
Residential mortgage loans held for sale	1,123			1,663
Trading securities	11,760			18,695
Investment securities	3,121			4,034
Available for sale securities	69,720			56,831
Fair value option securities	11,708			5,237
Restricted equity securities	5,894			6,345
Interest-bearing cash and cash equivalents	2,393			3,397
Total interest revenue	348,937			376,074
Interest expense
Deposits	46,159			37,417
Borrowed funds	37,785			56,810
Subordinated debentures	3,633			3,745
Total interest expense	87,577			97,972
Net interest revenue	261,360			278,102
Provision for credit losses	93,771			8,000
Net interest revenue after provision for credit losses	167,589			270,102
Other operating revenue
Brokerage and trading revenue	50,779			31,617
Transaction card revenue	21,881			20,738
Fiduciary and asset management revenue	44,458			43,358
Deposit service charges and fees	26,130			28,243
Mortgage banking revenue	37,167			23,834
Other revenue	12,309			12,762
Total fees and commissions	192,724			160,552
Other gains (losses), net	(10,741		)	2,976
Gain on derivatives, net	18,420			4,667
Gain on fair value option securities, net	68,393			9,665
Change in fair value of mortgage servicing rights	(88,480		)	(20,666		)
Gain on available for sale securities, net	3			76
Total other operating revenue	180,319			157,270
Other operating expense
Personnel	156,181			169,228
Business promotion	6,215			7,874
Professional fees and services	12,948			16,139
Net occupancy and equipment	26,061			29,521
Insurance	4,980			4,839
Data processing and communications	32,743			31,449
Printing, postage and supplies	4,272			4,885
Net losses and operating expenses of repossessed assets	1,531			1,996
Amortization of intangible assets	5,094			5,191
Mortgage banking costs	10,545			9,906
Other expense	8,054			6,129
Total other operating expense	268,624			287,157
Net income before taxes	79,284			140,215
Federal and state income taxes	17,300			29,950
Net income	61,984			110,265
Net income (loss) attributable to non-controlling interests	(95		)	(347		)
Net income attributable to BOK Financial Corporation shareholders	$	62,079		$	110,612
Earnings per share:
Basic	$	0.88		$	1.54
Diluted	$	0.88		$	1.54
Average shares used in computation:
Basic	70,123,685			71,387,070
Diluted	70,130,166			71,404,388
Dividends declared per share	$	0.51		$	0.50

See accompanying notes to consolidated financial statements.

- 43 -



Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except share and per share data)
	Three Months Ended
	March 31,
	2020			2019
Net income	$	61,984		$	110,265
Other comprehensive income before income taxes:
Net change in unrealized gain (loss)	297,843			92,739
Reclassification adjustments included in earnings:
Gain on available for sale securities, net	(3		)	(76		)
Other comprehensive income before income taxes	297,840			92,663
Federal and state income taxes	71,471			23,609
Other comprehensive income, net of income taxes	226,369			69,054
Comprehensive income	288,353			179,319
Comprehensive loss attributable to non-controlling interests	(95		)	(347		)
Comprehensive income attributable to BOK Financial Corp. shareholders	$	288,448		$	179,666

See accompanying notes to consolidated financial statements.

- 44 -

Consolidated Balance Sheets (In thousands, except share data)

	Mar. 31, 2020			Dec. 31, 2019
	(Unaudited)			(Footnote 1)
Assets
Cash and due from banks	$	670,500		$	735,836
Interest-bearing cash and cash equivalents	302,577			522,985
Trading securities	2,110,585			1,623,921
Investment securities, net of allowance (fair value: March 31, 2020 – $296,402; December 31, 2019 – $314,402)	272,576			293,418
Available for sale securities	12,694,277			11,269,643
Fair value option securities	1,703,238			1,098,577
Restricted equity securities	390,042			460,552
Residential mortgage loans held for sale	204,720			182,271
Loans	22,463,970			21,750,987
Allowance for loan losses	(315,311		)	(210,759		)
Loans, net of allowance	22,148,659			21,540,228
Premises and equipment, net	546,093			535,519
Receivables	207,341			231,811
Goodwill	1,048,091			1,048,091
Intangible assets, net	121,807			125,271
Mortgage servicing rights	110,828			201,886
Real estate and other repossessed assets, net of allowance (March 31, 2020 – $11,029; December 31, 2019 – $11,013)	36,744			20,359
Derivative contracts, net	922,716			323,375
Cash surrender value of bank-owned life insurance	391,006			389,879
Receivable on unsettled securities sales	2,171,881			1,020,404
Other assets	1,065,481			547,995
Total assets	$	47,119,162		$	42,172,021

Liabilities and Equity
Liabilities:
Noninterest-bearing demand deposits	$	9,821,582		$	9,461,291
Interest-bearing deposits:
Transaction	16,596,292			15,391,752
Savings	593,805			550,276
Time	2,232,473			2,217,849
Total deposits	29,244,152			27,621,168
Funds purchased and repurchase agreements	4,583,768			3,818,350
Other borrowings	5,529,554			4,527,055
Subordinated debentures	275,942			275,923
Accrued interest, taxes and expense	309,236			259,701
Derivative contracts, net	1,213,445			251,128
Due on unsettled securities purchases	537,709			182,547
Other liabilities	391,196			372,230
Total liabilities	42,085,002			37,308,102
Shareholders' equity:
Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: March 31, 2020 – 76,000,985; December 31, 2019 – 75,758,597)	5			5
Capital surplus	1,354,826			1,350,995
Retained earnings	3,709,019			3,729,778
Treasury stock (shares at cost: March 31, 2020 – 5,692,453; December 31, 2019 – 5,178,999)	(368,894		)	(329,906		)
Accumulated other comprehensive gain	331,292			104,923
Total shareholders’ equity	5,026,248			4,855,795
Non-controlling interests	7,912			8,124
Total equity	5,034,160			4,863,919
Total liabilities and equity	$	47,119,162		$	42,172,021

See accompanying notes to consolidated financial statements.

- 45 -

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

	Common Stock			Capital Surplus		Retained Earnings			Treasury Stock				Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity
	Shares	Amount		Capital Surplus		Retained Earnings			Shares	Amount			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity
Balance, December 31, 2019	75,759	$	5	$	1,350,995	$	3,729,778		5,179	$	(329,906	)	$	104,923		$	4,855,795		$	8,124		$	4,863,919
Transition adjustment - CECL	—	—		—		(46,696		)	—	—			—			(46,696		)	—			(46,696		)
Balance, January 1, 2020 Adjusted	75,759	$	5	$	1,350,995	$	3,683,082		5,179	$	(329,906	)	$	104,923		$	4,809,099		$	8,124		$	4,817,223
Net income (loss)	—	—		—		62,079			—	—			—			62,079			(95		)	61,984
Other comprehensive income	—	—		—		—			—	—			226,369			226,369			—			226,369
Repurchase of common stock	—	—		—		—			442	(33,380		)	—			(33,380		)	—			(33,380		)
Share-based compensation plans:	—	—		—		—			—	—			—			—			—			—
Stock options exercised	10	—		586		—			—	—			—			586			—			586
Non-vested shares awarded, net	232	—		—		—			—	—			—			—			—			—
Vesting of non-vested shares	—	—		—		—			71	(5,608		)	—			(5,608		)	—			(5,608		)
Share-based compensation	—	—		3,245		—			—	—			—			3,245			—			3,245
Cash dividends on common stock	—	—		—		(36,142		)	—	—			—			(36,142		)	—			(36,142		)
Capital calls and distributions, net	—	—		—		—			—	—			—			—			(117		)	(117		)
Balance, March 31, 2020	76,001	$	5	$	1,354,826	$	3,709,019		5,692	$	(368,894	)	$	331,292		$	5,026,248		$	7,912		$	5,034,160


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)	—	—		—		110,612			—	—			—			110,612			(347		)	110,265
Other comprehensive income	—	—		—		—			—	—			69,054			69,054			—			69,054
Repurchase of common stock	—	—		—		—			705	(60,577		)	—			(60,577		)	—			(60,577		)
Share-based compensation plans:	—	—		—		—			—	—			—			—			—			—
Stock options exercised	18	—		879		—			—	—			—			879			—			879
Non-vested shares awarded, net	33	—		—		—			—	—			—			—			—			—
Vesting of non-vested shares	—	—		—		—			18	(1,428		)	—			(1,428		)	—			(1,428		)
Share-based compensation	—	—		5,414		—			—	—			—			5,414			—			5,414
Cash dividends on common stock	—	—		—		(36,052		)	—	—			—			(36,052		)	—			(36,052		)
Capital calls and distributions, net	—	—		—		—			—	—			—			—			(1,753		)	(1,753		)
Balance, March 31, 2019	75,762	$	5	$	1,340,323	$	3,447,076		4,312	$	(261,000	)	$	(3,531	)	$	4,522,873		$	8,836		$	4,531,709

See accompanying notes to consolidated financial statements.

- 46 -

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

	Three Months Ended
	March 31,
	2020			2019
Cash Flows From Operating Activities:
Net income	$	61,984		$	110,265
Adjustments to reconcile net income to net cash used in operating activities:
Provision for credit losses	93,771			8,000
Change in fair value of mortgage servicing rights due to market changes	88,480			20,666
Change in the fair value of mortgage servicing rights due to principal payments	8,019			6,583
Net unrealized losses from derivative contracts	15,369			695
Share-based compensation	3,245			5,414
Depreciation and amortization	23,198			19,412
Net amortization of discounts and premiums	2,013			4,339
Net losses (gains) on financial instruments and other losses (gains), net	10,742			1,872
Net gain on mortgage loans held for sale	(13,278		)	(5,640		)
Mortgage loans originated for sale	(548,956		)	(510,527		)
Proceeds from sale of mortgage loans held for sale	548,077			507,459
Capitalized mortgage servicing rights	(5,441		)	(6,188		)
Change in trading and fair value option securities	(1,092,249		)	(608,232		)
Change in receivables	(1,107,130		)	(682,957		)
Change in other assets	(17,198		)	(5,074		)
Change in accrued interest, taxes and expense	(7,305		)	(18,220		)
Change in other liabilities	193,857			46,147
Net cash used in operating activities	(1,742,802		)	(1,105,986		)
Cash Flows From Investing Activities:
Proceeds from maturities or redemptions of investment securities	19,079			23,227
Proceeds from maturities or redemptions of available for sale securities	394,205			337,822
Purchases of available for sale securities	(1,552,914		)	(663,193		)
Proceeds from sales of available for sale securities	26,894			245,259
Change in amount receivable on unsettled available for sale securities transactions	(22,113		)	31,618
Loans originated, net of principal collected	(729,881		)	(97,656		)
Net payments on derivative asset contracts	(98,215		)	(33,781		)
Proceeds from disposition of assets	165,282			70,379
Purchases of assets	(119,785		)	(116,692		)
Net cash used in investing activities	(1,917,448		)	(203,017		)
Cash Flows From Financing Activities:
Net change in demand deposits, transaction deposits and savings accounts	1,608,360			(16,970		)
Net change in time deposits	14,624			84,828
Net change in other borrowed funds	1,747,640			1,614,995
Net proceeds on derivative liability contracts	82,126			36,250
Net change in derivative margin accounts	(163,911		)	(150,722		)
Change in amount due on unsettled available for sale securities transactions	160,211			(22,923		)
Issuance of common and treasury stock, net	(5,022		)	(549		)
Repurchase of common stock	(33,380		)	(60,577		)
Dividends paid	(36,142		)	(36,052		)
Net cash provided by financing activities	3,374,506			1,448,280
Net increase (decrease) in cash and cash equivalents	(285,744		)	139,277
Cash and cash equivalents at beginning of period	1,258,821			1,143,424
Cash and cash equivalents at end of period	$	973,077		$	1,282,701

Supplemental Cash Flow Information:
Cash paid for interest	$	87,468		$	94,660
Cash paid for taxes	$	853		$	898
Net loans and bank premises transferred to repossessed real estate and other assets	$	18,474		$	1,032
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	$	20,277		$	22,970
Conveyance of other real estate owned guaranteed by U.S. government agencies	$	5,694		$	8,404
Right-of-use assets obtained in exchange for operating lease liabilities	$	7,108		$	4,209

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 2019 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2019 have been derived from the audited financial statements included in BOK Financial’s 2019 Form 10-K but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three-month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board (“FASB”)

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. The Company adopted the new standard January 1, 2020, through a cumulative effect adjustment to retained earnings. Prior periods were not restated.

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

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

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

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

- 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 the fair value of the underlying asset by lessors that are not manufacturers or dealers. The ASU also requires depository and lending lessors within the scope of ASC 942 to classify principal payments received from sales-type and direct financing leases within "investing activities" on the statement of cash flows. For the two issues above, the ASU is effective for the Company for fiscal years beginning after December 15, 2019, and interim periods therein; however early adoption is permitted. Additionally, ASU 2019-01 also clarifies interim disclosure requirements during transition and is effective with the original transition requirements in Topic 842. The Company adopted ASU 2019-01 in the first quarter of 2020. Adoption of ASU 2019-01 did not 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 2016-01 include clarification of the measurement alternative practice for equity securities and remeasurement of equity securities at historical exchange rates. ASU 2019-04 includes other amendments which clarify various provisions within the codification. The Company adopted ASU 2019-04 in the first quarter of 2020. Adoption of ASU 2019-04 did not have a material impact on the Company's financial statements.

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

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

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

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

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

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

- 49 -

(2) Securities

Trading Securities

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



	March 31, 2020					December 31, 2019
	Fair Value		Net Unrealized Gain (Loss)			Fair Value		Net Unrealized Gain (Loss)
U.S. government agency debentures	$	37,740	$	264		$	44,264	$	6
Residential agency mortgage-backed securities	1,922,725		26,195			1,504,651		2,293
Municipal and other tax-exempt securities	35,513		(289		)	26,196		60
Asset-backed securities	58,278		(2,381		)	14,084		(21		)
Other debt securities	56,329		(943		)	34,726		21
Total trading securities	$	2,110,585	$	22,846		$	1,623,921	$	2,359

Investment Securities

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



	March 31, 2020
	Amortized			Fair		Gross Unrealized
	Cost			Value		Gain		Loss
Municipal and other tax-exempt	$	86,212		$	89,359	$	3,149	$	(2	)
Residential agency mortgage-backed securities	10,253			11,099		846		—
Other debt securities	177,613			195,944		18,430		(99		)
Total investment securities	274,078			296,402		22,425		(101		)
Allowance for credit losses¹	(1,502		)
Investment securities, net of allowance	272,576			296,402		22,425		(101		)

¹ Effective with the adoption of FASB ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) on January 1, 2020.



	December 31, 2019
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
Municipal and other tax-exempt	$	93,653	$	96,897	$	3,250	$	(6	)
Residential agency mortgage-backed securities	10,676		11,164		488		—
Other debt securities	189,089		206,341		17,547		(295		)
Total investment securities	$	293,418	$	314,402	$	21,285	$	(301	)

- 50 -

The amortized cost and fair values of investment securities at March 31, 2020, by contractual maturity, are as shown in the following table (dollars in thousands):



	Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity¹
Fixed maturity debt securities:
Amortized cost	$	38,058	$	91,847	$	122,431	$	11,489	$	263,825	5.12
Fair value	38,380		97,946		137,365		11,612		285,303
Residential mortgage-backed securities:
Amortized cost									$	10,253	²
Fair value									11,099
Total investment securities:
Amortized cost									$	274,078
Fair value									296,402


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 4.7 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities

(in thousands):



	March 31, 2020
	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	2	$	232	$	1	$	347	$	1	$	579	$	2
Other debt securities	8	—		—		5,168		99		5,168		99
Total investment securities	10	$	232	$	1	$	5,515	$	100	$	5,747	$	101



	December 31, 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	4	$	1,001	$	1	$	1,706	$	5	$	2,707	$	6
Other debt securities	13	275		1		8,041		294		8,316		295
Total investment securities	17	$	1,276	$	2	$	9,747	$	299	$	11,023	$	301

- 51 -

Available for Sale Securities

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



	March 31, 2020
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
U.S. Treasury	$	901	$	917	$	16	$	—
Municipal and other tax-exempt	23,166		24,034		872		(4		)
Mortgage-backed securities:
Residential agency	8,931,771		9,259,089		333,298		(5,980		)
Residential non-agency	24,002		34,866		10,949		(85		)
Commercial agency	3,277,948		3,374,899		103,953		(7,002		)
Other debt securities	500		472		—		(28		)
Total available for sale securities	$	12,258,288	$	12,694,277	$	449,088	$	(13,099	)



	December 31, 2019
	Amortized		Fair		Gross Unrealized
	Cost		Value		Gain		Loss
U.S. Treasury	$	1,598	$	1,600	$	2	$	—
Municipal and other tax-exempt	1,789		1,861		72		—
Mortgage-backed securities:
Residential agency	7,956,297		8,046,096		104,912		(15,113		)
Residential non-agency	25,968		41,609		15,641		—
Commercial agency	3,145,342		3,178,005		37,808		(5,145		)
Other debt securities	500		472		—		(28		)
Total available for sale securities	$	11,131,494	$	11,269,643	$	158,435	$	(20,286	)

The amortized cost and fair values of available for sale securities at March 31, 2020, by contractual maturity, are as shown in the following table (dollars in thousands):



	Less than One Year		One to Five Years		Six to Ten Years		Over Ten Years		Total		Weighted Average Maturity¹
Fixed maturity debt securities:
Amortized cost	$	34,239	$	1,223,377	$	1,400,140	$	644,759	$	3,302,515	8.34
Fair value	34,320		1,264,488		1,439,807		661,707		3,400,322
Residential mortgage-backed securities:
Amortized cost									$	8,955,773	²
Fair value									9,293,955
Total available-for-sale securities:
Amortized cost									$	12,258,288
Fair value									12,694,277


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 3.3 years based upon current prepayment assumptions.

- 52 -

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



	Three Months Ended March 31,
	2020		2019
Proceeds	$	26,894	$	245,259
Gross realized gains	3		5,298
Gross realized losses	—		(5,222		)
Related federal and state income tax expense (benefit)	1		19

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 $13.1 billion at March 31, 2020 and $10.1 billion at December 31, 2019. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available for Sale Securities

(in thousands)



	March 31, 2020
	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:
Municipal and other tax-exempt	1	$	1,621	$	4	$	—	$	—	$	1,621	$	4
Mortgage-backed securities:
Residential agency	37	314,479		2,230		177,225		3,750		491,704		5,980
Residential non-agency	1	1,801		85		—		—		1,801		85
Commercial agency	52	740,780		6,203		155,708		799		896,488		7,002
Other debt securities	1	—		—		472		28		472		28
Total available for sale securities	92	$	1,058,681	$	8,522	$	333,405	$	4,577	$	1,392,086	$	13,099



	December 31, 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:
Mortgage-backed securities:
Residential agency	133	$	1,352,597	$	6,690	$	686,002	$	8,423	$	2,038,599	$	15,113
Commercial agency	69	830,047		4,238		210,877		907		1,040,924		5,145
Other debt securities	1	—		—		472		28		472		28
Total available for sale securities	203	$	2,182,644	$	10,928	$	897,351	$	9,358	$	3,079,995	$	20,286

Based on evaluations of impaired securities as of March 31, 2020, the Company does not intend to sell any impaired available for sale debt securities before fair value recovers to the current amortized cost and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers, which may be maturity.

- 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):



	March 31, 2020				December 31, 2019
	Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)
U.S. Treasury	$	—	$	—	$	9,917	$	(48	)
Residential agency mortgage-backed securities	1,703,238		60,083		1,088,660		14,109
Total	$	1,703,238	$	60,083	$	1,098,577	$	14,061

- 54 -

(3) Derivatives

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

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

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

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

Customer Risk Management Programs

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

Trading

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

Internal Risk Management Programs

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

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

- 55 -

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at March 31, 2020 (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	2,632,062		132,346		(34		)	132,312		—			132,312
Energy contracts	2,097,638		583,117		(100,748		)	482,369		(413,946		)	68,423
Agricultural contracts	16,653		807		(715		)	92		—			92
Foreign exchange contracts	317,068		312,685		—			312,685		(25		)	312,660
Equity option contracts	77,973		1,162		—			1,162		(289		)	873
Total customer risk management programs	5,141,394		1,030,117		(101,497		)	928,620		(414,260		)	514,360
Trading	51,637,953		774,631		(371,512		)	403,119		(17,333		)	385,786
Internal risk management programs	765,572		22,837		(267		)	22,570		—			22,570
Total derivative contracts	$	57,544,919	$	1,827,585	$	(473,276	)	$	1,354,309	$	(431,593	)	$	922,716

	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	2,632,062		132,622		(34		)	132,588		(122,237		)	10,351
Energy contracts	2,068,380		571,306		(100,748		)	470,558		—			470,558
Agricultural contracts	16,657		791		(715		)	76		—			76
Foreign exchange contracts	292,940		288,446		—			288,446		(621		)	287,825
Equity option contracts	77,973		1,162		—			1,162		—			1,162
Total customer risk management programs	5,088,012		994,327		(101,497		)	892,830		(122,858		)	769,972
Trading	54,719,502		804,059		(371,512		)	432,547		(5,037		)	427,510
Internal risk management programs	987,833		16,230		(267		)	15,963		—			15,963
Total derivative contracts	$	60,795,347	$	1,814,616	$	(473,276	)	$	1,341,340	$	(127,895	)	$	1,213,445


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

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The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2019 (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	2,464,478		49,100		(1,839		)	47,261		—			47,261
Energy contracts	2,151,096		144,906		(107,591		)	37,315		(38		)	37,277
Agricultural contracts	16,118		1,522		(22		)	1,500		—			1,500
Foreign exchange contracts	214,119		213,007		—			213,007		—			213,007
Equity option contracts	81,455		3,233		—			3,233		(660		)	2,573
Total customer risk management programs	4,927,266		411,768		(109,452		)	302,316		(698		)	301,618
Trading	69,721,932		131,561		(115,949		)	15,612		—			15,612
Internal risk management programs	1,268,180		6,226		(81		)	6,145		—			6,145
Total derivative contracts	$	75,917,378	$	549,555	$	(225,482	)	$	324,073	$	(698	)	$	323,375

	Liabilities
	Notional ¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts	2,464,478		49,194		(1,839		)	47,355		(43,932		)	3,423
Energy contracts	2,105,391		139,311		(107,591		)	31,720		(6,031		)	25,689
Agricultural contracts	16,139		1,507		(22		)	1,485		(1,485		)	—
Foreign exchange contracts	207,919		207,020		—			207,020		—			207,020
Equity option contracts	81,455		3,233		—			3,233		—			3,233
Total customer risk management programs	4,875,382		400,265		(109,452		)	290,813		(51,448		)	239,365
Trading	65,144,388		125,535		(115,949		)	9,586		—			9,586
Internal risk management programs	380,401		3,121		(81		)	3,040		(863		)	2,177
Total derivative contracts	$	70,400,171	$	528,921	$	(225,482	)	$	303,439	$	(52,311	)	$	251,128


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

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



	Three Months Ended
	March 31, 2020					March 31, 2019
	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	$	—		$	—	$	5,700		$	—
Interest rate swaps	942			—		593			—
Energy contracts	2,007			—		226			—
Agricultural contracts	15			—		4			—
Foreign exchange contracts	258			—		154			—
Equity option contracts	—			—		—			—
Total customer risk management programs	3,222			—		6,677			—
Trading¹	(40,655		)	—		(7,295		)	—
Internal risk management programs	—			18,420		—			4,667
Total derivative contracts	$	(37,433	)	$	18,420	$	(618	)	$	4,667


¹	Represents changes in fair value of to-be-announced securities and other derivative instruments held to mitigate market risk of trading securities portfolio, which is offset by changes in fair value of trading securities also include in Brokerage and Trading Revenue in the Consolidated Statements of Earnings.

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(4) Loans and Allowances for Credit Losses

Loans

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

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

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

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

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

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

All loans are charged off when the loan balance or a portion of the loan balance is no longer supported by the paying capacity of the borrower or when the required cash flow is reduced in a TDR. The charge-off amount is determined through a quarterly evaluation of available cash resources and collateral value 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. 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.

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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):



	March 31, 2020
	Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	3,205,558		11,471,793		118,624		$	14,795,975
Commercial real estate	1,045,825		3,395,715		8,545		4,450,085
Loans to individuals	1,878,018		1,303,889		36,003		3,217,910
Total	$	6,129,401	$	16,171,397	$	163,172	$	22,463,970

Credit Commitments

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At March 31, 2020, outstanding commitments totaled $10.0 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 March 31, 2020, outstanding standby letters of credit totaled $684 million.

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

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

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

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

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

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

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

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

The expected credit loss on approximately 1 percent of the committed dollars in the portfolio is calculated using a non-modeled approach. Specifically, the calculation applies a long-term net charge-off rate to the loan balances, adjusted for the weighted average remaining maturity of each portfolio.

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

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

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

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

The accrual for off-balance sheet credit risk is maintained at a level that is appropriate to cover estimated losses associated with credit instruments that are not currently recognized as assets such as loan commitments, standby letters of credit or guarantees that are not unconditionally cancelable by the bank. This accrual is included in other liabilities in the Consolidated Balance Sheets. The appropriateness of the accrual is determined in the same manner as the allowance for loan losses, with the added consideration of commitment usage over the remaining life for those loans that the bank can not unconditionally cancel.

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

The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the three months ended March 31, 2020 is summarized as follows (in thousands):



	Commercial			Commercial Real Estate			Loans to Individuals			Nonspecific Allowance			Total
Allowance for loan losses:
Beginning balance	$	118,187		$	51,805		$	23,572		$	17,195		$	210,759
Transition adjustment	33,681			(4,620		)	13,943			(17,195		)	25,809
Beginning balance, adjusted	151,868			47,185			37,515			—			236,568
Provision for loan losses	77,723			5,115			13,126			—			95,964
Loans charged off	(16,615		)	(886		)	(1,416		)	—			(18,917		)
Recoveries of loans previously charged off	462			47			1,187			—			1,696
Ending Balance	213,438			51,461			50,412			—			315,311
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance	1,434			107			44			—			1,585
Transition adjustment	10,144			11,660			1,748			—			23,552
Beginning balance, adjusted	11,578			11,767			1,792			—			25,137
Provision for off-balance sheet credit risk	2,462			808			107			—			3,377
Ending Balance	14,040			12,575			1,899			—			28,514

Changes in our reasonable and supportable forecasts of macroeconomic variables, primarily due to the impact of the COVID-19 pandemic, oil price declines, and other assumptions, required a provision of $66.2 million during the first quarter of 2020. All other changes totaled $33.1 million, which included $7.5 million related to loan growth, $8.4 million related to changes in impairment, risk grading and other portfolio changes and net charge-offs of $17.2 million.

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



	Collectively Measured for General Allowances				Individually Measured for Specific Allowances				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	14,677,351	$	203,554	$	118,624	$	9,884	$	14,795,975	$	213,438
Commercial real estate	4,441,540		51,461		8,545		—		4,450,085		51,461
Loans to individuals	3,181,907		50,412		36,003		—		3,217,910		50,412
Total	22,300,798		305,427		163,172		9,884		22,463,970		315,311

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Credit Quality Indicators

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

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

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

The risk grading process identified certain loans that have a well-defined weakness (for example, inadequate debt service coverage or liquidity or marginal capitalization; repayment may depend on collateral or other risk mitigation) that may jeopardize liquidation of the debt and represent a greater risk due to deterioration in the financial condition of the borrower. This is consistent with the regulatory guideline for “substandard.” Because the borrowers are still performing in accordance with the original terms of the loan agreements, these loans remain on accruing status. Non-graded loans 60 to 89 days past due are categorized as Accruing Substandard.

Nonaccruing loans represent loans for which full collection of principal and interest is uncertain. This includes certain loans considered “substandard” and all loans considered “doubtful” by regulatory guidelines. Non-graded loans 90 or more days past due are categorized as Nonaccrual.

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

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

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



	Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Commercial:
Energy
Pass	$	2,285	$	107,434	$	74,946	$	15,377	$	1,506	$	3,484	$	3,505,123	$	—	$	3,710,155
Special Mention	—		—		10,260		—		—		—		118,222		—		128,482
Accruing Substandard	—		—		—		—		58		13,439		163,094		—		176,591
Nonaccrual	—		3,802		—		—		—		28,899		63,747		—		96,448
Total energy	2,285		111,236		85,206		15,377		1,564		45,822		3,850,186		—		4,111,676
Healthcare
Pass	131,002		615,580		623,438		479,985		250,320		806,699		205,384		27		3,112,435
Special Mention	—		—		—		3,782		178		19,133		3,515		—		26,608
Accruing Substandard	—		3,505		7,955		1,001		57		9,465		—		—		21,983
Nonaccrual	29		37		535		—		—		2,935		534		—		4,070
Total healthcare	131,031		619,122		631,928		484,768		250,555		838,232		209,433		27		3,165,096
Services
Pass	65,471		529,831		512,549		441,302		407,067		899,776		987,628		2,594		3,846,218
Special Mention	—		1,125		18,071		13,977		4,219		10,963		10,715		—		59,070
Accruing Substandard	—		10,675		1,782		2,774		8,674		3,709		14,421		—		42,035
Nonaccrual	—		—		—		2,633		1,167		3,931		694		—		8,425
Total services	65,471		541,631		532,402		460,686		421,127		918,379		1,013,458		2,594		3,955,748
General business
Pass	154,807		525,223		365,108		271,723		165,711		278,923		1,705,114		15,600		3,482,209
Special Mention	—		7,382		3,259		6,530		1,003		5,168		7,387		138		30,867
Accruing Substandard	169		8,715		5,900		4,564		6,195		5,005		10,144		6		40,698
Nonaccrual	—		1,980		4,928		1,100		1,344		161		154		14		9,681
Total general business	154,976		543,300		379,195		283,917		174,253		289,257		1,722,799		15,758		3,563,455
Total commercial	353,763		1,815,289		1,628,731		1,244,748		847,499		2,091,690		6,795,876		18,379		14,795,975

Commercial real estate:
Pass	187,958		1,085,148		1,049,257		599,480		382,196		880,706		231,526		42		4,416,313
Special Mention	—		—		—		12,167		1,640		3,152		—		—		16,959
Accruing Substandard	—		35		1,011		6,722		—		473		27		—		8,268
Nonaccrual	—		—		—		232		7,484		829		—		—		8,545
Total commercial real estate	187,958		1,085,183		1,050,268		618,601		391,320		885,160		231,553		42		4,450,085

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	Origination Year
	2020		2019		2018		2017		2016		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
Loans to individuals:
Residential mortgage
Pass	58,635		216,234		195,224		231,620		220,120		496,676		36,298		352,870		1,807,677
Special Mention	—		—		286		38		205		1,859		246		835		3,469
Accruing Substandard	—		—		—		94		2,155		277		40		122		2,688
Nonaccrual	—		31		491		322		1,039		26,039		658		2,141		30,721
Total residential mortgage	58,635		216,265		196,001		232,074		223,519		524,851		37,242		355,968		1,844,555
Residential mortgage guaranteed by U.S. government agencies
Pass	—		1,459		8,321		13,353		28,986		140,765		—		—		192,884
Nonaccrual	—		—		—		—		—		5,005		—		—		5,005
Total residential mortgage guaranteed by U.S. government agencies	—		1,459		8,321		13,353		28,986		145,770		—		—		197,889
Personal:
Pass	48,145		234,882		88,016		115,576		74,987		103,717		505,951		3,000		1,174,274
Special Mention	—		30		37		50		49		455		2		—		623
Accruing Substandard	—		264		9		—		—		—		19		—		292
Nonaccrual	—		57		53		24		62		50		31		—		277
Total personal	48,145		235,233		88,115		115,650		75,098		104,222		506,003		3,000		1,175,466
Total loans to individuals	106,780		452,957		292,437		361,077		327,603		774,843		543,245		358,968		3,217,910
Total loans	$	648,501	$	3,353,429	$	2,971,436	$	2,224,426	$	1,566,422	$	3,751,693	$	7,570,674	$	377,389	$	22,463,970

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Nonaccruing Loans

A summary of nonaccruing loans at March 31, 2020 follows (in thousands):



	As of March 31, 2020
	Total		With No Allowance		With Allowance		Related Allowance
Commercial:
Energy	$	96,448	$	40,424	$	56,024	$	9,375
Healthcare	4,070		4,070		—		—
Services	8,425		7,258		1,167		240
General business	9,681		9,412		269		269
Total commercial	118,624		61,164		57,460		9,884

Commercial real estate	8,545		8,545		—		—

Loans to individuals:
Residential mortgage	30,721		30,721		—		—
Residential mortgage guaranteed by U.S. government agencies	5,005		5,005		—		—
Personal	277		277		—		—
Total loans to individuals	36,003		36,003		—		—

Total	$	163,172	$	105,712	$	57,460	$	9,884

Troubled Debt Restructurings

At March 31, 2020 the Company had $149 million in troubled debt restructurings ("TDRs"), of which $92 million were accruing residential mortgage loans guaranteed by U.S. government agencies. Approximately $54 million of TDRs were performing in accordance with the modified terms.

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

TDRs generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. During the three months ended March 31, 2020, $28 million of loans were restructured and $2.0 million of loans designated as TDRs were charged off. During the three months ended March 31, 2019, $18 million of loans were restructured and $8.3 million of loans designated as TDRs were charged off.

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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 and past due as of March 31, 2020 is as follows (in thousands):



			Past Due								Past Due 90 Days or More and Accruing
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total		Past Due 90 Days or More and Accruing
Commercial:
Energy	$	4,058,605	$	267	$	—	$	52,804	$	4,111,676	$	—
Healthcare	3,160,196		46		111		4,743		3,165,096		714
Services	3,941,795		7,173		198		6,582		3,955,748		74
General business	3,553,504		2,618		4,651		2,682		3,563,455		—
Total commercial	14,714,100		10,104		4,960		66,811		14,795,975		788

Commercial real estate	4,433,887		4,523		340		11,335		4,450,085		2,796

Loans to individuals:
Residential mortgage	1,828,421		8,759		1,717		5,658		1,844,555		119
Residential mortgage guaranteed by U.S. government agencies	55,901		25,948		16,217		99,823		197,889		96,980
Personal	1,175,143		169		77		77		1,175,466		3
Total loans to individuals	3,059,465		34,876		18,011		105,558		3,217,910		97,102

Total	$	22,207,452	$	49,503	$	23,311	$	183,704	$	22,463,970	$	100,686

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

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



	December 31, 2019
	Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	$	3,231,485	$	10,684,749	$	115,416	$	14,031,650
Commercial real estate	1,056,321		3,349,836		27,626		4,433,783
Residential mortgage	1,652,653		393,897		37,622		2,084,172
Personal	193,903		1,007,192		287		1,201,382
Total	$	6,134,362	$	15,435,674	$	180,951	$	21,750,987
Accruing loans past due (90 days)¹							$	7,680


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

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	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	11,108			(2,004		)	(2,408		)	(137		)	1,410		7,969
Loans charged off	(10,468		)	—			(42		)	(1,265		)	—		(11,775		)
Recoveries	711			112			154			712			—		1,689
Ending balance	$	103,577		$	58,134		$	15,668		$	8,783		$	19,178	$	205,340
Allowance for off-balance sheet credit losses:
Beginning balance	1,655			52			52			31			—		$	1,790
Provision for off-balance sheet credit losses	70			(4		)	(5		)	(30		)	—		31
Ending balance	$	1,725		$	48		$	47		$	1		$	—	$	1,821

Total provision for credit losses	$	11,178		$	(2,008	)	$	(2,413	)	$	(167	)	$	1,410	$	8,000

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2019 is as follows (in thousands):



	Collectively Measured for Impairment				Individually Measured for Impairment				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	13,916,234	$	100,773	$	115,416	$	17,414	$	14,031,650	$	118,187
Commercial real estate	4,406,157		51,805		27,626		—		4,433,783		51,805
Residential mortgage	2,046,550		14,400		37,622		—		2,084,172		14,400
Personal	1,201,095		9,172		287		—		1,201,382		9,172
Total	21,570,036		176,150		180,951		17,414		21,750,987		193,564

Nonspecific allowance	—		—		—		—		—		17,195

Total	$	21,570,036	$	176,150	$	180,951	$	17,414	$	21,750,987	$	210,759

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2019 is as follows (in thousands):



	Internally Risk Graded				Non-Graded				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	13,997,538	$	117,236	$	34,112	$	951	$	14,031,650	$	118,187
Commercial real estate	4,433,783		51,805		—		—		4,433,783		51,805
Residential mortgage	279,113		3,085		1,805,059		11,315		2,084,172		14,400
Personal	1,116,297		7,003		85,085		2,169		1,201,382		9,172
Total	19,826,731		179,129		1,924,256		14,435		21,750,987		193,564

Nonspecific allowance	—		—		—		—		—		17,195

Total	$	19,826,731	$	179,129	$	1,924,256	$	14,435	$	21,750,987	$	210,759

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The following table summarizes the Company’s loan portfolio at December 31, 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	$	3,700,406	$	117,298	$	63,951	$	91,722	$	—	$	—	$	3,973,377
Services	3,050,946		29,943		33,791		7,483		—		—		3,122,163
Wholesale/retail	1,749,023		5,281		5,399		1,163		—		—		1,760,866
Manufacturing	623,219		18,214		13,883		10,133		—		—		665,449
Healthcare	2,995,514		13,117		20,805		4,480		—		—		3,033,916
Public finance	709,868		—		—		—		—		—		709,868
Other commercial and industrial	709,729		4,028		17,744		398		34,075		37		766,011
Total commercial	13,538,705		187,881		155,573		115,379		34,075		37		14,031,650

Commercial real estate:
Residential construction and land development	150,529		—		—		350		—		—		150,879
Retail	743,343		12,067		1,243		18,868		—		—		775,521
Office	923,202		5,177		—		—		—		—		928,379
Multifamily	1,257,005		1,604		95		6,858		—		—		1,265,562
Industrial	852,539		1,658		1,011		909		—		—		856,117
Other commercial real estate	455,045		1,639		—		641		—		—		457,325
Total commercial real estate	4,381,663		22,145		2,349		27,626		—		—		4,433,783

Residential mortgage:
Permanent mortgage	276,138		78		2,404		493		758,260		19,948		1,057,321
Permanent mortgage guaranteed by U.S. government agencies	—		—		—		—		191,694		6,100		197,794
Home equity	—		—		—		—		817,976		11,081		829,057
Total residential mortgage	276,138		78		2,404		493		1,767,930		37,129		2,084,172

Personal	1,116,196		45		—		56		84,853		232		1,201,382

Total	$	19,312,702	$	210,149	$	160,326	$	143,554	$	1,886,858	$	37,398	$	21,750,987

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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.

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, 2019 follows (in thousands):



			Recorded Investment
	Unpaid Principal Balance		Total		With No Allowance		With Allowance		Related Allowance
Commercial:
Energy	$	149,441	$	91,722	$	44,244	$	47,478	$	16,854
Services	10,923		7,483		6,301		1,182		240
Wholesale/retail	1,980		1,163		902		261		101
Manufacturing	10,848		10,133		9,914		219		219
Healthcare	13,774		4,480		4,480		—		—
Public finance	—		—		—		—		—
Other commercial and industrial	8,227		435		435		—		—
Total commercial	195,193		115,416		66,276		49,140		17,414

Commercial real estate:
Residential construction and land development	1,306		350		350		—		—
Retail	20,265		18,868		18,868		—		—
Office	—		—		—		—		—
Multifamily	6,858		6,858		6,858		—		—
Industrial	909		909		909		—		—
Other commercial real estate	801		641		641		—		—
Total commercial real estate	30,139		27,626		27,626		—		—

Residential mortgage:
Permanent mortgage	24,868		20,441		20,441		—		—
Permanent mortgage guaranteed by U.S. government agencies¹	204,187		197,794		197,794		—		—
Home equity	12,967		11,081		11,081		—		—
Total residential mortgage	242,022		229,316		229,316		—		—

Personal	360		287		287		—		—

Total	$	467,714	$	372,645	$	323,505	$	49,140	$	17,414


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, 2019, the majority were accruing based on the guarantee by U.S. government agencies.

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A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 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	$	3,881,244	$	401	$	10	$	—	91,722		$	3,973,377
Services	3,105,621		1,737		523		6,799		7,483		3,122,163
Wholesale	1,758,878		712		113		—		1,163		1,760,866
Manufacturing	654,329		410		190		387		10,133		665,449
Healthcare	3,027,329		2,039		—		68		4,480		3,033,916
Public finance	707,638		2,230		—		—		—		709,868
Other commercial and industrial	764,390		414		772		—		435		766,011
Total commercial	13,899,429		7,943		1,608		7,254		115,416		14,031,650

Commercial real estate:
Residential construction and land development	147,379		3,093		—		57		350		150,879
Retail	756,653		—		—		—		18,868		775,521
Office	928,379		—		—		—		—		928,379
Multifamily	1,258,704		—		—		—		6,858		1,265,562
Industrial	855,208		—		—		—		909		856,117
Other commercial real estate	454,253		1,827		250		354		641		457,325
Total commercial real estate	4,400,576		4,920		250		411		27,626		4,433,783

Residential Mortgage:
Permanent mortgage	1,034,716		2,011		153		—		20,441		1,057,321
Permanent mortgage guaranteed by U.S. government agencies	46,898		24,203		18,187		102,406		6,100		197,794
Home equity	814,325		3,343		308		—		11,081		829,057
Total residential mortgage	1,895,939		29,557		18,648		102,406		37,622		2,084,172

Personal	1,196,362		4,664		54		15		287		1,201,382

Total	$	21,392,306	$	47,084	$	20,560	$	110,086	$	180,951	$	21,750,987

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(5) Mortgage Banking Activities

Residential Mortgage Loan Production

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

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

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



	March 31, 2020					December 31, 2019
	Unpaid Principal Balance/ Notional		Fair Value			Unpaid Principal Balance/ Notional		Fair Value
Residential mortgage loans held for sale	$	185,713	$	191,860		$	175,117	$	177,703
Residential mortgage loan commitments	657,570		24,250			158,460		5,233
Forward sales contracts	750,719		(11,390		)	315,203		(665		)
			$	204,720				$	182,271

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of March 31, 2020 or December 31, 2019. No credit losses were recognized on residential mortgage loans held for sale for the three month period ended March 31, 2020 and 2019.

Mortgage banking revenue was as follows (in thousands):



	Three Months Ended March 31,
	2020			2019
Production revenue:
Net realized gains on sale of mortgage loans	$	9,717		$	5,693
Net change in unrealized gain on mortgage loans held for sale	3,561			(53		)
Net change in the fair value of mortgage loan commitments	19,017			2,713
Net change in the fair value of forward sales contracts	(10,725		)	(485		)
Total production revenue	21,570			7,868
Servicing revenue	15,597			15,966
Total mortgage banking revenue	$	37,167		$	23,834

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.

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Residential Mortgage Servicing

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

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



	March 31, 2020			December 31, 2019
Number of residential mortgage loans serviced for others	124,819			126,828
Outstanding principal balance of residential mortgage loans serviced for others	$	20,261,526		$	20,727,106
Weighted average interest rate	3.96		%	3.98		%
Remaining term (in months)	287			289

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



	Three Months Ended March 31,
	2020			2019
Beginning Balance	$	201,886		$	259,254
Additions, net	5,441			6,188
Change in fair value due to principal payments	(8,019		)	(6,583		)
Change in fair value due to market assumption changes	(88,480		)	(20,666		)
Ending Balance	$	110,828		$	238,193

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

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



	March 31, 2020	December 31, 2019
Discount rate – risk-free rate plus a market premium	9.80%	9.81%
Prepayment rate - based upon loan interest rate, original term and loan type	8.22% - 32.80%	8.28% - 16.05%
Loan servicing costs – annually per loan based upon loan type:
Performing loans	$69 - $94	$68 - $94
Delinquent loans	$150 - $500	$150 - $500
Loans in foreclosure	$1,000 - $4,000	$1,000 - $4,000
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life	0.53%	1.73%
Primary/secondary mortgage rate spread	105 bps	104 bps
Delinquency rate	2.55%	2.73%

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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(6) Commitments and Contingent Liabilities

Litigation Contingencies

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

On December 28, 2015, in an action brought by the SEC, the United States District Court for the District of New Jersey entered a judgment against the principals involved in issuing the bonds, precluding the principals from denying the alleged violations of the federal securities laws and requiring the principals to pay all outstanding principal, accrued interest, and other amounts required under the bond documents, less the value of the facilities securing repayment of the bonds, 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 June 18, 2020. On September 14, 2016, BOKF, NA was sued in the District Court of Tulsa County, Oklahoma by 19 bondholders alleging BOKF, NA participated in the fraudulent sale of securities by the principals. The Tulsa County District Court Action is pending on BOKF, NA’s motion to dismiss. Four separate arbitration complaints with similar allegations were filed with the Financial Institutions Regulatory Association ("FINRA"). BOKF, NA challenged FINRA's jurisdiction 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 and have not been refiled in any other venue.

On January 8, 2020, the New Jersey District Court entered judgment against the principal individual and his wife for $36,805,051 in principal amount and $10,937,831 in pre-judgment interest. On January 19, 2020, the New Jersey Federal District Court formally terminated the Payment Plan. Management is no longer able to conclude that the individual principal and his wife will be successful in paying the obligations they have to pay the bonds in full but such obligations remain and are not dischargeable in bankruptcy. If the individual principal and his wife do not have the financial ability to pay the bonds in full, a bondholder loss could become probable. Management has been advised by counsel that BOKF, NA has valid defenses to claims of bondholders and that no loss to the company is probable. No provision for losses has been made at this time. BOKF, NA estimates that, upon sale of all collateral securing payment of the bonds, approximately $20 million will remain outstanding. A reasonable estimate cannot be made of the amount of any bondholder loss, though the amount of bondholder loss could be material to the company in the event a loss to the company becomes probable.

On March 5, 2018, BOKF, NA was sued in the Fulton, Georgia County District Court by a Wrongful Death Judgment Creditor of 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, as Trustee, colluded with the borrower and others to defraud creditors of the nursing home by misleading the public about the solvency of the nursing home. Plaintiff alleges that this conduct has prevented her from collecting on her judgment. On April 19, 2019, the Court granted BOKF, NA's Motion to Dismiss. On May 3, 2019, the plaintiff filed a Motion for Reconsideration which is pending. BOKF, NA is advised by counsel that BOKF, NA has valid defenses to the plaintiffs’ claims and no loss is probable.

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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. The District Court dismissed the plaintiff's action. The plaintiff has appealed to the United States Court of Appeals for the Tenth Circuit. Management is advised by counsel that a loss is not probable in either the now dismissed Texas action or the New Mexico action and that the loss, if any, cannot be reasonably estimated.

On July 6, 2018, 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. On January 20, 2020, the plaintiff dismissed the action without prejudice.

On March 7, 2020, three former employees sued BOKF, NA, the Plan Committee of the BOKF, NA 401k Plan, and Cavanal Hill Investment Management, Inc., a subsidiary of BOKF, NA, alleging that the Defendants included proprietary investment products as investment options in the BOKF, NA 401k Plan, whose fees were too high and performance too low, for the purpose of earning fees. The action is brought as a putative class action on behalf of all Plan Participants. The action is pending on the defendants' motions to dismiss. 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 a private equity fund and invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on the variable interest model.

At March 31, 2020, the Company has $258 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 $77 million of unfunded commitments included in Other liabilities on the Consolidated Balance Sheets.

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(7) Shareholders' Equity

On April 28, 2020, the Company declared a quarterly cash dividend of $0.51 per common share payable on or about May 27, 2020 to shareholders of record as of May 11, 2020.

Dividends declared were $0.51 per share during the three months ended March 31, 2020 and $0.50 per share during the three months ended March 31, 2019.

Accumulated Other Comprehensive Income (Loss)

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

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



	Unrealized Gain (Loss) on
	Available for Sale Securities			Employee Benefit Plans			Total
Balance, December 31, 2018	$	(70,999	)	$	(1,586	)	$	(72,585	)
Net change in unrealized gain (loss)	92,739			—			92,739
Reclassification adjustments included in earnings:
Gain on available for sale securities, net	(76		)	—			(76		)
Other comprehensive income, before income taxes	92,663			—			92,663
Federal and state income taxes¹	23,609			—			23,609
Other comprehensive income, net of income taxes	69,054			—			69,054
Balance, March 31, 2019	$	(1,945	)	$	(1,586	)	$	(3,531	)

Balance, December 31, 2019	$	104,996		$	(73	)	$	104,923
Net change in unrealized gain (loss)	297,843			—			297,843
Reclassification adjustments included in earnings:
Gain on available for sale securities, net	(3		)	—			(3		)
Other comprehensive income, before income taxes	297,840			—			297,840
Federal and state income taxes¹	71,471			—			71,471
Other comprehensive income, net of income taxes	226,369			—			226,369
Balance, March 31, 2020	$	331,365		$	(73	)	$	331,292


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

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(8) Earnings Per Share



(In thousands, except share and per share amounts)	Three Months Ended March 31,
	2020		2019
Numerator:
Net income attributable to BOK Financial Corp. shareholders	$	62,079	$	110,612
Less: Earnings allocated to participating securities	343		828
Numerator for basic earnings per share – income available to common shareholders	61,736		109,784
Effect of reallocating undistributed earnings of participating securities	—		—
Numerator for diluted earnings per share – income available to common shareholders	$	61,736	$	109,784

Denominator:
Weighted average shares outstanding	70,513,807		71,926,041
Less: Participating securities included in weighted average shares outstanding	390,122		538,971
Denominator for basic earnings per common share	70,123,685		71,387,070
Dilutive effect of employee stock compensation plans	6,481		17,318
Denominator for diluted earnings per common share	70,130,166		71,404,388

Basic earnings per share	$	0.88	$	1.54
Diluted earnings per share	$	0.88	$	1.54

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(9) Reportable Segments

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



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	201,902		$	25,876		$	14,366		$	19,216		$	261,360
Net interest revenue (expense) from internal sources	(50,495		)	18,056			4,538			27,901			—
Net interest revenue	151,407			43,932			18,904			47,117			261,360
Provision for credit losses	16,880			1,256			(48		)	75,683			93,771
Net interest revenue after provision for credit losses	134,527			42,676			18,952			(28,566		)	167,589
Other operating revenue	38,220			55,062			97,881			(10,844		)	180,319
Other operating expense	60,752			54,793			78,192			74,887			268,624
Net direct contribution	111,995			42,945			38,641			(114,297		)	79,284
Gain on financial instruments, net	49			86,764			7			(86,820		)	—
Change in fair value of mortgage servicing rights	—			(88,480		)	—			88,480			—
Gain on repossessed assets, net	9			13			—			(22		)	—
Corporate expense allocations	8,905			10,487			8,265			(27,657		)	—
Net income before taxes	103,148			30,755			30,383			(85,002		)	79,284
Federal and state income taxes	28,173			7,834			7,810			(26,517		)	17,300
Net income	74,975			22,921			22,573			(58,485		)	61,984
Net income (loss) attributable to non-controlling interests	—			—			—			(95		)	(95		)
Net income attributable to BOK Financial Corp. shareholders	$	74,975		$	22,921		$	22,573		$	(58,390	)	$	62,079

Average assets	$	24,687,976		$	9,850,853		$	12,723,412		$	(1,541,623	)	$	45,720,618

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Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended March 31, 2019 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other¹			BOK Financial Consolidated
Net interest revenue from external sources	$	204,209		$	22,475		$	21,486		$	29,932		$	278,102
Net interest revenue (expense) from internal sources	(53,638		)	28,627			6,770			18,241			—
Net interest revenue	150,571			51,102			28,256			48,173			278,102
Provision for credit losses	11,246			1,085			(119		)	(4,212		)	8,000
Net interest revenue after provision for credit losses	139,325			50,017			28,375			52,385			270,102
Other operating revenue	37,612			42,748			73,414			3,496			157,270
Other operating expense	50,627			53,821			61,507			121,202			287,157
Net direct contribution	126,310			38,944			40,282			(65,321		)	140,215
Gain (loss) on financial instruments, net	18			14,097			—			(14,115		)	—
Change in fair value of mortgage servicing rights	—			(20,666		)	—			20,666			—
Gain (loss) on repossessed assets, net	(346		)	103			—			243			—
Corporate expense allocations	9,455			11,900			8,360			(29,715		)	—
Net income before taxes	116,527			20,578			31,922			(28,812		)	140,215
Federal and state income taxes	31,006			5,241			8,203			(14,500		)	29,950
Net income	85,521			15,337			23,719			(14,312		)	110,265
Net income attributable to non-controlling interests	—			—			—			(347		)	(347		)
Net income (loss) attributable to BOK Financial Corp. shareholders	$	85,521		$	15,337		$	23,719		$	(13,965	)	$	110,612

Average assets	$	19,937,878		$	8,371,683		$	9,328,986		$	2,034,134		$	39,672,681

¹ CoBiz operations are included in Funds Management and Other for the first quarter of 2019.

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(10) Fees and Commissions Revenue

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


•	Identify the contract with a customer


•	Identify the performance obligations in the contract


•	Determine the transaction price


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


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

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

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

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

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

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

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

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

- 80 -

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



	Commercial		Consumer		Wealth Management			Funds Management & Other			Consolidated		Out of Scope¹		In Scope²
Trading revenue	$	—	$	—	$	34,384		$	—		$	34,384	$	34,384	$	—
Customer hedging revenue	2,525		—		135			563			3,223		3,223		—
Retail brokerage revenue	—		—		4,343			—			4,343		—		4,343
Insurance brokerage revenue	—		—		3,789			—			3,789		—		3,789
Investment banking revenue	1,880		—		3,160			—			5,040		1,828		3,212
Brokerage and trading revenue	4,405		—		45,811			563			50,779		39,435		11,344
TransFund EFT network revenue	18,212		831		(19		)	2			19,026		—		19,026
Merchant services revenue	2,305		14		—			—			2,319		—		2,319
Corporate card revenue	520		—		16			—			536		—		536
Transaction card revenue	21,037		845		(3		)	2			21,881		—		21,881
Personal trust revenue	—		—		20,649			—			20,649		—		20,649
Corporate trust revenue	—		—		6,362			—			6,362		—		6,362
Institutional trust & retirement plan services revenue	—		—		11,757			—			11,757		—		11,757
Investment management services and other revenue	—		—		5,731			(41		)	5,690		—		5,690
Fiduciary and asset management revenue	—		—		44,499			(41		)	44,458		—		44,458
Commercial account service charge revenue	11,039		410		545			(1		)	11,993		—		11,993
Overdraft fee revenue	49		7,205		22			2			7,278		—		7,278
Check card revenue	—		5,229		—			—			5,229		—		5,229
Automated service charge and other deposit fee revenue	229		1,386		13			2			1,630		—		1,630
Deposit service charges and fees	11,317		14,230		580			3			26,130		—		26,130
Mortgage production revenue	—		21,569		—			—			21,569		21,569		—
Mortgage servicing revenue	—		16,042		—			(444		)	15,598		15,598		—
Mortgage banking revenue	—		37,611		—			(444		)	37,167		37,167		—
Other revenue	4,700		2,376		6,994			(1,761		)	12,309		8,408		3,901
Total fees and commissions revenue	$	41,459	$	55,062	$	97,881		$	(1,678	)	$	192,724	$	85,010	$	107,714


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.

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Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended March 31, 2019.



	Commercial		Consumer		Wealth Management			Funds Management & Other³			Consolidated		Out of Scope¹		In Scope²
Trading revenue	$	—	$	—	$	12,920		$	—		$	12,920	$	12,920	$	—
Customer hedging revenue	1,575		—		5,728			(626		)	6,677		6,677		—
Retail brokerage revenue	—		—		4,074			(52		)	4,022		—		4,022
Insurance brokerage revenue	—		—		379			3,729			4,108		—		4,108
Investment banking revenue	1,389		—		2,501			—			3,890		1,229		2,661
Brokerage and trading revenue	2,964		—		25,602			3,051			31,617		20,826		10,791
TransFund EFT network revenue	17,654		958		(17		)	1			18,596		—		18,596
Merchant services revenue	1,925		14		—			123			2,062		—		2,062
Corporate card revenue	80		—		—			—			80		—		80
Transaction card revenue	19,659		972		(17		)	124			20,738		—		20,738
Personal trust revenue	—		—		19,574			—			19,574		—		19,574
Corporate trust revenue	—		—		6,201			—			6,201		—		6,201
Institutional trust & retirement plan services revenue	—		—		11,107			—			11,107		—		11,107
Investment management services and other revenue	—		—		4,801			1,675			6,476		—		6,476
Fiduciary and asset management revenue	—		—		41,683			1,675			43,358		—		43,358
Commercial account service charge revenue	10,062		387		527			1,807			12,783		—		12,783
Overdraft fee revenue	74		8,395		27			(236		)	8,260		—		8,260
Check card revenue	—		4,992		—			164			5,156		—		5,156
Automated service charge and other deposit fee revenue	158		1,665		177			44			2,044		—		2,044
Deposit service charges and fees	10,294		15,439		731			1,779			28,243		—		28,243
Mortgage production revenue	—		7,868		—			—			7,868		7,868		—
Mortgage servicing revenue	—		16,445		—			(479		)	15,966		15,966		—
Mortgage banking revenue	—		24,313		—			(479		)	23,834		23,834		—
Other revenue	5,129		2,097		5,257			279			12,762		8,720		4,042
Total fees and commissions revenue	$	38,046	$	42,821	$	73,256		$	6,429		$	160,552	$	53,380	$	107,172


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.

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(11) Fair Value Measurements

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

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

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

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


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


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


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


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

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

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the three months ended March 31, 2020 and 2019, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three months ended March 31, 2020 and 2019 are included in the summary of changes in recurring fair values measured using unobservable inputs.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at March 31, 2020 or December 31, 2019.

- 83 -

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of March 31, 2020 (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	$	37,740	$	—	$	37,740	$	—
Residential agency mortgage-backed securities	1,922,725		—		1,922,725		—
Municipal and other tax-exempt securities	35,513		—		35,513		—
Asset-backed securities	58,278		—		58,278		—
Other trading securities	56,329		—		56,329		—
Total trading securities	2,110,585		—		2,110,585		—
Available for sale securities:
U.S. Treasury	917		917		—		—
Municipal and other tax-exempt securities	24,034		—		24,034		—
Residential agency mortgage-backed securities	9,259,089		—		9,259,089		—
Residential non-agency mortgage-backed securities	34,866		—		34,866		—
Commercial agency mortgage-backed securities	3,374,899		—		3,374,899		—
Other debt securities	472		—		—		472
Total available for sale securities	12,694,277		917		12,692,888		472
Fair value option securities:
U.S. Treasury	—		—		—		—
Residential agency mortgage-backed securities	1,703,238		—		1,703,238		—
Total fair value option securities	1,703,238		—		1,703,238		—
Residential mortgage loans held for sale	204,720		—		195,146		9,574
Mortgage servicing rights¹	110,828		—		—		110,828
Derivative contracts, net of cash collateral²	922,716		83,268		839,448		—
Liabilities:
Derivative contracts, net of cash collateral²	1,213,445		—		1,213,445		—


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 5, 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.

- 84 -

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 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	$	44,264	$	—	$	44,264	$	—
Residential agency mortgage-backed securities	1,504,651		—		1,504,651		—
Municipal and other tax-exempt securities	26,196		—		26,196		—
Asset-backed securities	14,084		—		14,084		—
Other trading securities	34,726		—		34,726		—
Total trading securities	1,623,921		—		1,623,921		—
Available for sale securities:
U.S. Treasury	1,600		1,600		—		—
Municipal and other tax-exempt securities	1,861		—		1,861		—
Residential agency mortgage-backed securities	8,046,096		—		8,046,096		—
Residential non-agency mortgage-backed securities	41,609		—		41,609		—
Commercial agency mortgage-backed securities	3,178,005		—		3,178,005		—
Other debt securities	472		—		—		472
Total available for sale securities	11,269,643		1,600		11,267,571		472
Fair value option securities:
U.S. Treasury	9,917		9,917		—		—
Residential agency mortgage-backed securities	1,088,660		—		1,088,660		—
Total fair value option securities	1,098,577		9,917		1,088,660		—
Residential mortgage loans held for sale	182,271		—		173,958		8,313
Mortgage servicing rights¹	201,886		—		—		201,886
Derivative contracts, net of cash collateral²	323,375		8,944		314,431		—
Liabilities:
Derivative contracts, net of cash collateral²	251,128		—		251,128		—


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 5, 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 and energy derivative contacts, net of cash margin. Derivative contracts in liability positions that were valued using quoted prices in active markets for identical instruments (Level 1) are exchange-traded interest rate and agricultural contracts, fully offset by cash margin.

- 85 -

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.

- 86 -

The following represents the changes for the three months ended March 31, 2020 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, December 31, 2019	$	472	$	8,313
Transfer to Level 3 from Level 2¹	—		2,264
Purchases	—		—
Proceeds from sales	—		(940		)
Redemptions and distributions	—		—
Gain (loss) recognized in earnings:
Mortgage banking revenue	—		(63		)
Other comprehensive income (loss):
Net change in unrealized gain (loss)	—		—
Balance, March 31, 2020	$	472	$	9,574


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

The following represents the changes for the three months ended March 31, 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, December 31, 2018	$	472	$	15,207
Transfer to Level 3 from Level 2¹	—		982
Purchases	—		—
Proceeds from sales	—		(381		)
Redemptions and distributions	—		—
Gain (loss) recognized in earnings:
Mortgage banking revenue	—		(32		)
Other comprehensive income (loss):
Net change in unrealized gain (loss)	—		—
Balance, March 31, 2019	$	472	$	15,776


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 March 31, 2020 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	6.69%-6.69% (6.69%)	³
Available for sale securities – Other debt securities	$	472	Discounted cash flows	¹	Interest rate spread	94.38%-94.38% (94.38%)	²
Residential mortgage loans held for sale	9,574		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.	95.24%


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, 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	7.08%-7.08% (7.08%)	³
Available for sale securities – Other debt securities	$	472	Discounted cash flows	¹	Interest rate spread	94.40%-94.40% (94.40%)	²
Residential mortgage loans held for sale	8,313		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.	95.23%


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.

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

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

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at March 31, 2020 for which the fair value was adjusted during the three months ended March 31, 2020:



							Fair Value Adjustments for the
	Carrying Value at March 31, 2020						Three Months Ended March 31, 2020 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
Nonaccruing loans	$	—	$	293	$	22,746	$	15,789	$	—
Real estate and other repossessed assets	—		1,066		400		—		226

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at March 31, 2019 for which the fair value was adjusted during the three months ended March 31, 2019:



							Fair Value Adjustments for the
	Carrying Value at March 31, 2019						Three Months Ended March 31, 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 and operating expenses of repossessed assets
Nonaccruing loans	$	—	$	—	$	9,712	$	9,581	$	—
Real estate and other repossessed assets	—		2,688		144		—		434

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

- 89 -

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2020 follows (in thousands):



	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Nonaccruing loans	$	22,746	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	6% - 71% (36%)¹
Real estate and other repossessed assets	400		Appraised value, as adjusted	Marketability adjustments off appraised value²	87% - 87% (87%)


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


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

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of March 31, 2019 follows (in thousands):



	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Nonaccruing loans	$	9,712	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	14% - 74% (31%)¹
Real estate and other repossessed assets	144		Appraised value, as adjusted	Marketability adjustments off appraised value²	75% - 85% (79%)


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.

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Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of March 31, 2020 (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	$	670,500		$	670,500	$	670,500	$	—	$	—
Interest-bearing cash and cash equivalents	302,577			302,577		302,577		—		—
Trading securities:
U.S. government agency debentures	37,740			37,740		—		37,740		—
Residential agency mortgage-backed securities	1,922,725			1,922,725		—		1,922,725		—
Municipal and other tax-exempt securities	35,513			35,513		—		35,513		—
Asset-backed securities	58,278			58,278		—		58,278		—
Other trading securities	56,329			56,329		—		56,329		—
Total trading securities	2,110,585			2,110,585		—		2,110,585		—
Investment securities:
Municipal and other tax-exempt securities	86,212			89,359		—		89,359		—
Residential agency mortgage-backed securities	10,253			11,099		—		11,099		—
Other debt securities	177,613			195,944		—		8,547		187,397
Total investment securities	274,078			296,402		—		109,005		187,397
Allowance for credit losses	(1,502		)	—		—		—		—
Investment securities, net of allowance	272,576			296,402		—		109,005		187,397
Available for sale securities:
U.S. Treasury	917			917		917		—		—
Municipal and other tax-exempt securities	24,034			24,034		—		24,034		—
Residential agency mortgage-backed securities	9,259,089			9,259,089		—		9,259,089		—
Residential non-agency mortgage-backed securities	34,866			34,866		—		34,866		—
Commercial agency mortgage-backed securities	3,374,899			3,374,899		—		3,374,899		—
Other debt securities	472			472		—		—		472
Total available for sale securities	12,694,277			12,694,277		917		12,692,888		472
Fair value option securities:
U.S. Treasury	—			—		—		—		—
Residential agency mortgage-backed securities	1,703,238			1,703,238		—		1,703,238		—
Total fair value option securities	1,703,238			1,703,238		—		1,703,238		—
Residential mortgage loans held for sale	204,720			204,720		—		195,146		9,574
Loans:
Commercial	14,795,975			14,733,781		—		—		14,733,781
Commercial real estate	4,450,085			4,469,491		—		—		4,469,491
Loans to individuals	3,217,910			3,236,809		—		—		3,236,809
Total loans	22,463,970			22,440,081		—		—		22,440,081
Allowance for loan losses	(315,311		)	—		—		—		—
Loans, net of allowance	22,148,659			22,440,081		—		—		22,440,081
Mortgage servicing rights	110,828			110,828		—		—		110,828
Derivative instruments with positive fair value, net of cash collateral	922,716			922,716		83,268		839,448		—
Deposits with no stated maturity	27,011,679			27,011,679		—		—		27,011,679
Time deposits	2,232,473			2,257,136		—		—		2,257,136
Other borrowed funds	10,113,322			10,110,076		—		—		10,110,076
Subordinated debentures	275,942			263,674		—		263,674		—
Derivative instruments with negative fair value, net of cash collateral	1,213,445			1,213,445		—		1,213,445		—

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	Carrying Value			Estimated Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and due from banks	$	735,836		$	735,836	$	735,836	$	—	$	—
Interest-bearing cash and cash equivalents	522,985			522,985		522,985		—		—
Trading securities:
U.S. government agency debentures	44,264			44,264		—		44,264		—
Residential agency mortgage-backed securities	1,504,651			1,504,651		—		1,504,651		—
Municipal and other tax-exempt securities	26,196			26,196		—		26,196		—
Asset-backed securities	14,084			14,084		—		14,084		—
Other trading securities	34,726			34,726		—		34,726		—
Total trading securities	1,623,921			1,623,921		—		1,623,921		—
Investment securities:
Municipal and other tax-exempt securities	93,653			96,897		—		96,897		—
Residential agency mortgage-backed securities	10,676			11,164		—		11,164		—
Other debt securities	189,089			206,341		—		8,206		198,135
Total investment securities	293,418			314,402		—		116,267		198,135
Available for sale securities:
U.S. Treasury	1,600			1,600		1,600		—		—
Municipal and other tax-exempt securities	1,861			1,861		—		1,861		—
Residential agency mortgage-backed securities	8,046,096			8,046,096		—		8,046,096		—
Residential non-agency mortgage-backed securities	41,609			41,609		—		41,609		—
Commercial agency mortgage-backed securities	3,178,005			3,178,005		—		3,178,005		—
Other debt securities	472			472		—		—		472
Total available for sale securities	11,269,643			11,269,643		1,600		11,267,571		472
Fair value option securities:
U.S. Treasury	9,917			9,917		9,917		—		—
Residential agency mortgage-backed securities	1,088,660			1,088,660		—		1,088,660		—
Total fair value option securities	1,098,577			1,098,577		9,917		1,088,660		—
Residential mortgage loans held for sale	182,271			182,271		—		173,958		8,313
Loans:
Commercial	14,031,650			13,966,221		—		—		13,966,221
Commercial real estate	4,433,783			4,422,717		—		—		4,422,717
Residential mortgage	2,084,172			2,098,093		—		—		2,098,093
Personal	1,201,382			1,202,298		—		—		1,202,298
Total loans	21,750,987			21,689,329		—		—		21,689,329
Allowance for loan losses	(210,759		)	—		—		—		—
Loans, net of allowance	21,540,228			21,689,329		—		—		21,689,329
Mortgage servicing rights	201,886			201,886		—		—		201,886
Derivative instruments with positive fair value, net of cash collateral	323,375			323,375		8,944		314,431		—
Deposits with no stated maturity	25,403,319			25,403,319		—		—		25,403,319
Time deposits	2,217,849			2,212,467		—		—		2,212,467
Other borrowed funds	8,345,405			8,315,860		—		—		8,315,860
Subordinated debentures	275,923			284,627		—		284,627		—
Derivative instruments with negative fair value, net of cash collateral	251,128			251,128		—		251,128		—

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.

- 92 -

(12) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on March 31, 2020 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.

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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
	March 31, 2020								December 31, 2019
	Average Balance			Revenue/ Expense			Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
Assets
Interest-bearing cash and cash equivalents	$	721,659		$	2,393		1.33	%	$	573,203		$	2,335	1.62	%
Trading securities	1,690,104			11,855			2.89	%	1,672,426			13,015		3.19	%
Investment securities, net of allowance	282,265			3,338			4.73	%	298,567			3,500		4.69	%
Available for sale securities	11,664,521			69,728			2.48	%	11,333,524			69,692		2.52	%
Fair value option securities	1,793,480			11,708			2.67	%	1,521,528			9,488		2.62	%
Restricted equity securities	429,133			5,894			5.49	%	479,687			6,441		5.37	%
Residential mortgage loans held for sale	129,708			1,123			3.50	%	203,535			1,797		3.55	%
Loans	21,943,023			245,613			4.50	%	22,236,000			266,315		4.75	%
Allowance for loan losses	(250,338		)						(205,417		)
Loans, net of allowance	21,692,685			245,613			4.55	%	22,030,583			266,315		4.80	%
Total earning assets	38,403,555			351,652			3.73	%	38,113,053			372,583		3.93	%
Receivable on unsettled securities sales	3,046,111								1,973,604
Cash and other assets	4,270,952								4,126,697
Total assets	$	45,720,618							$	44,213,354
Liabilities and equity
Interest-bearing deposits:
Transaction	$	16,159,654		$	35,857		0.89	%	$	14,685,385		$	36,897	1.00	%
Savings	563,821			126			0.09	%	554,605			154		0.11	%
Time	2,239,234			10,176			1.83	%	2,247,717			10,970		1.94	%
Total interest-bearing deposits	18,962,709			46,159			0.98	%	17,487,707			48,021		1.09	%
Funds purchased and repurchase agreements	3,815,941			10,838			1.14	%	4,120,610			16,212		1.56	%
Other borrowings	6,542,325			26,947			1.66	%	6,247,194			31,621		2.01	%
Subordinated debentures	275,932			3,633			5.30	%	275,916			3,754		5.40	%
Total interest-bearing liabilities	29,596,907			87,577			1.19	%	28,131,427			99,608		1.40	%
Non-interest bearing demand deposits	9,232,859								9,612,533
Due on unsettled securities purchases	960,780								784,174
Other liabilities	1,022,106								837,732
Total equity	4,907,966								4,847,488
Total liabilities and equity	$	45,720,618							$	44,213,354
Tax-equivalent Net Interest Revenue				$	264,075		2.54	%				$	272,975	2.53	%
Tax-equivalent Net Interest Revenue to Earning Assets							2.80	%						2.88	%
Less tax-equivalent adjustment				2,715								2,726
Net Interest Revenue				261,360								270,249
Provision for credit losses				93,771								19,000
Other operating revenue				180,319								178,585
Other operating expense				268,624								288,795
Income before taxes				79,284								141,039
Federal and state income taxes				17,300								30,257
Net income				61,984								110,782
Net income (loss) attributable to non-controlling interests				(95		)						430
Net income attributable to BOK Financial Corp. shareholders				$	62,079							$	110,352
Earnings Per Average Common Share Equivalent:
Basic				$	0.88							$	1.56
Diluted				$	0.88							$	1.56

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

$	500,823		$	3,050		2.42	%	$	535,491		$	3,432	2.57	%	$	537,903		$	3,397		2.56	%
1,696,568			14,546			3.49	%	1,757,335			15,609		3.59	%	1,968,399			18,790			3.88	%
308,090			3,434			4.46	%	328,482			3,621		4.41	%	343,282			3,862			4.50	%
10,747,439			67,640			2.60	%	9,435,668			59,888		2.63	%	8,883,054			56,881			2.57	%
1,553,879			10,708			2.79	%	898,772			7,503		3.34	%	594,349			5,237			3.62	%
476,781			7,558			6.34	%	413,812			6,516		6.30	%	395,432			6,345			6.42	%
203,319			1,891			3.73	%	192,102			1,754		3.65	%	145,040			1,663			4.58	%
22,412,918			289,316			5.12	%	22,004,405			295,978		5.39	%	21,766,065			282,428			5.26	%
(201,714		)						(205,532		)					(206,092		)
22,211,204			289,316			5.17	%	21,798,873			295,978		5.45	%	21,559,973			282,428			5.31	%
37,698,103			398,143			4.25	%	35,360,535			394,301		4.51	%	34,427,432			378,603			4.46	%
1,742,794								1,437,462							1,224,700
4,139,451								4,046,780							4,020,549
$	43,580,348							$	40,844,777						$	39,672,681


$	13,131,542		$	35,713		1.08	%	$	12,512,282		$	32,540	1.04	%	$	11,931,539		$	27,704		0.94	%
557,122			190			0.14	%	558,738			173		0.12	%	541,575			160			0.12	%
2,251,800			11,014			1.94	%	2,207,391			10,470		1.90	%	2,153,277			9,553			1.80	%
15,940,464			46,917			1.17	%	15,278,411			43,183		1.13	%	14,626,391			37,417			1.04	%
3,106,163			15,731			2.01	%	2,066,950			10,704		2.08	%	2,033,036			10,356			2.07	%
8,125,023			49,650			2.42	%	7,175,617			47,700		2.67	%	7,040,279			46,454			2.68	%
275,900			3,813			5.48	%	275,887			3,801		5.53	%	275,882			3,745			5.50	%
27,447,550			116,111			1.68	%	24,796,865			105,388		1.70	%	23,975,588			97,972			1.66	%
9,759,710								9,883,965							9,988,088
745,893								821,688							453,937
847,195								744,216							775,574
4,780,000								4,598,043							4,479,494
$	43,580,348							$	40,844,777						$	39,672,681
			$	282,032		2.57	%				$	288,913	2.81	%				$	280,631		2.80	%
						3.01	%						3.30	%							3.30	%
			2,936								3,481							2,529
			279,096								285,432							278,102
			12,000								5,000							8,000
			186,450								172,065							157,270
			279,292								277,137							287,157
			174,254								175,360							140,215
			32,396								37,580							29,950
			141,858								137,780							110,265
			(373		)						217							(347		)
			$	142,231							$	137,563						$	110,612

			$	2.00							$	1.93						$	1.54
			$	2.00							$	1.93						$	1.54

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Quarterly Earnings Trends – Unaudited

(In thousands, except share and per share data)



	Three Months Ended
	Mar. 31, 2020			Dec. 31, 2019			Sept. 30, 2019			June 30, 2019			Mar. 31, 2019

Interest revenue	$	348,937		$	369,857		$	395,207		$	390,820		$	376,074
Interest expense	87,577			99,608			116,111			105,388			97,972
Net interest revenue	261,360			270,249			279,096			285,432			278,102
Provision for credit losses	93,771			19,000			12,000			5,000			8,000
Net interest revenue after provision for credit losses	167,589			251,249			267,096			280,432			270,102
Other operating revenue
Brokerage and trading revenue	50,779			43,843			43,840			40,526			31,617
Transaction card revenue	21,881			22,548			22,015			21,915			20,738
Fiduciary and asset management revenue	44,458			45,021			43,621			45,025			43,358
Deposit service charges and fees	26,130			27,331			28,837			28,074			28,243
Mortgage banking revenue	37,167			25,396			30,180			28,131			23,834
Other revenue	12,309			15,283			17,626			12,437			12,762
Total fees and commissions	192,724			179,422			186,119			176,108			160,552
Other gains (losses), net	(10,741		)	(1,649		)	4,544			3,480			2,976
Gain (loss) on derivatives, net	18,420			(4,644		)	3,778			11,150			4,667
Gain (loss) on fair value option securities, net	68,393			(8,328		)	4,597			9,853			9,665
Change in fair value of mortgage servicing rights	(88,480		)	9,297			(12,593		)	(29,555		)	(20,666		)
Gain on available for sale securities, net	3			4,487			5			1,029			76
Total other operating revenue	180,319			178,585			186,450			172,065			157,270
Other operating expense
Personnel	156,181			168,422			162,573			160,342			169,228
Business promotion	6,215			8,787			8,859			10,142			7,874
Charitable contributions to BOKF Foundation	—			2,000			—			1,000			—
Professional fees and services	12,948			13,408			12,312			13,002			16,139
Net occupancy and equipment	26,061			26,316			27,558			26,880			29,521
Insurance	4,980			5,393			4,220			6,454			4,839
Data processing and communications	32,743			31,884			31,915			29,735			31,449
Printing, postage and supplies	4,272			3,700			3,825			4,107			4,885
Net losses and operating expenses of repossessed assets	1,531			2,403			1,728			580			1,996
Amortization of intangible assets	5,094			5,225			5,064			5,138			5,191
Mortgage banking costs	10,545			14,259			14,975			11,545			9,906
Other expense	8,054			6,998			6,263			8,212			6,129
Total other operating expense	268,624			288,795			279,292			277,137			287,157
Net income before taxes	79,284			141,039			174,254			175,360			140,215
Federal and state income taxes	17,300			30,257			32,396			37,580			29,950
Net income	61,984			110,782			141,858			137,780			110,265
Net income (loss) attributable to non-controlling interests	(95		)	430			(373		)	217			(347		)
Net income attributable to BOK Financial Corporation shareholders	$	62,079		$	110,352		$	142,231		$	137,563		$	110,612

Earnings per share:
Basic	$0.88			$1.56			$2.00			$1.93			$1.54
Diluted	$0.88			$1.56			$2.00			$1.93			$1.54
Average shares used in computation:
Basic	70,123,685			70,295,899			70,596,307			70,887,063			71,387,070
Diluted	70,130,166			70,309,644			70,609,924			70,902,033			71,404,388

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PART II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

The following risk factor supplements the “Risk Factors” section in Item 1A of our 2019 Form 10-K.

Our business, financial condition, liquidity and results of operations have been, and will likely continue to be, adversely affected by the COVID-19 pandemic.

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

The spread of the COVID-19 virus and the resulting "stay at home" orders, travel restrictions, and closed schools and work places have caused severe disruptions in the U.S. economy, which has in turn disrupted the business activities and operations of our customers, as well as our business and operations. The COVID-19 outbreak was first reported in Wuhan, Hubei Province, China in December 2019, and has resulted in more than a million confirmed cases identified around the world, with hundreds of thousands of cases in the U.S. As a result of the pandemic, many businesses have been shut down, supply chains have been interrupted, slowed, or rendered inoperable, and many individuals have become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions.

Specific to our operations, we face the following risks:

•

The pandemic, combined with pre-existing factors, including, but not limited to, international trade disputes, inflation risks, and oil price volatility, could further destabilize the financial markets and markets in which the Company operates. The resulting impacts on consumers, including the sudden increase in the unemployment rate, could cause changes in consumer and business spending, borrowing needs, and saving habits, which will likely affect the demand for loans and other products or services the Company offers, as well as the creditworthiness of potential and current borrowers.


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


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


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

•

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

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•

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

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

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

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended March 31, 2020.



Period	Total Number of Shares Purchased²	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs¹	Maximum Number of Shares that May Yet Be Purchased Under the Plans
January 1 to January 31, 2020	8,793	$	86.16	—	4,133,287
February 1 to February 29, 2020	419,661	$	78.82	357,000	3,776,287
March 1 to March 31, 2020	85,000	$	60.62	85,000	3,691,287
Total	513,454			442,000


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 March 31, 2020, the Company had repurchased 1,308,713 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.


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.

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

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Signatures

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

BOK FINANCIAL CORPORATION

(Registrant)

Date: May 5, 2020

/s/ Steven E. Nell

Steven E. Nell

Executive Vice President and

Chief Financial Officer

/s/ John C. Morrow

John C. Morrow

Senior Vice President and

Chief Accounting Officer

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