UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) 

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

For the quarterly period ended September 30, 2023

OR

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

 

For the transition period from _____________ to ______________                 

Commission File No. 001-37811

BOK FINANCIAL CORP

(Exact name of registrant as specified in its charter) 

Oklahoma									73-1373454
(State or other jurisdiction of Incorporation or Organization)									(IRS Employer Identification No.)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa,			Oklahoma						74192
(Address of Principal Executive Offices)									(Zip Code)

 

(918) 588-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.00006 per share

BOKF

Nasdaq Stock Market

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 every Interactive Data File required to be submitted 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ý       Accelerated filer       ¨            

Non-accelerated filer   ¨    Smaller reporting company ☐

    Emerging growth company ☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 65,664,840 shares of common stock ($.00006 par value) as of September 30, 2023.

BOK Financial Corporation

Form 10-Q

Quarter Ended September 30, 2023

Index

Part I.  Financial Information
Management's Discussion and Analysis (Item 2)			1
Market Risk (Item 3)			39
Controls and Procedures (Item 4)			44
Consolidated Financial Statements – Unaudited (Item 1)			45
Nine-Month Financial Summary – Unaudited (Item 2)			95
Quarterly Financial Summary – Unaudited (Item 2)			96
Quarterly Earnings Trend – Unaudited			99
Part II.  Other Information
Item 1.  Legal Proceedings			100
Item 1A. Risk Factors			100
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds			100
Item 5. Other Information			100
Item 6.  Exhibits			101
Signatures			102

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

Performance Summary

BOK Financial Corporation ("the Company") reported net income of $134.5 million or $2.04 per diluted share for the third quarter of 2023 compared to $151.3 million or $2.27 per diluted share for the second quarter of 2023. Pre-provision net revenue ("PPNR"), a non-GAAP measure, decreased $37.6 million to $174.8 million compared to the second quarter of 2023.

Highlights of the third quarter of 2023 compared to the second quarter of 2023 included:

•Net interest revenue totaled $300.9 million, a decrease of $21.4 million compared to the prior quarter. Net interest margin was 2.69 percent for the third quarter of 2023 compared to 3.00 percent for the prior quarter. Growth in low-spread trading assets drove an 8 basis point decline in net interest margin with deposit repricing activity primarily driving the remaining 23 basis point reduction. For the third quarter of 2023, our core net interest margin excluding trading activities, a non-GAAP measure, was 3.14 percent compared to 3.36 percent in the prior quarter.

•Fees and commissions revenue totaled $197.9 million, a decrease of $2.6 million. Decreased brokerage and trading revenue and mortgage banking revenue were partially offset by increased other revenue.

•Other operating expense totaled $324.3 million, an increase of $5.6 million. Personnel expense was relatively unchanged, while non-personnel expense increased $5.5 million, led by higher occupancy and equipment costs and other expenses.

•Other gains and losses, net decreased $11.1 million to $1.5 million. The prior quarter included gains on alternative investments, primarily attributable to merchant banking activity.

•Period end outstanding loan balances totaled $23.7 billion at September 30, 2023, growing $486 million over June 30, 2023, largely due to growth in commercial and commercial real estate loans secured by multifamily properties. Average loan balances increased $525 million to $23.4 billion.

•The provision for credit losses of $7.0 million in the third quarter of 2023 reflects our continued loan growth and changes in our economic forecast. Net charge-offs were $6.5 million or 0.11 percent of average loans on an annualized basis in the third quarter. The resulting combined allowance for credit losses totaled $325 million or 1.37 percent of outstanding loans at September 30, 2023. The combined allowance for credit losses was $323 million or 1.39 percent of outstanding loans at June 30, 2023.

•Nonperforming assets not guaranteed by U.S. government agencies were $113 million, a $12 million decrease compared to June 30, 2023. Potential problem loans increased by $36 million, while other loans especially mentioned were largely unchanged compared to June 30, 2023.

•Period end deposits were $33.7 billion at September 30, 2023, a $358 million increase over June 30, 2023. Average deposits increased $918 million, including a $1.8 billion increase in average interest-bearing deposits, partially offset by an $840 million reduction in demand deposit balances. The loan to deposit ratio was 70 percent at September 30, 2023, consistent with June 30, 2023.

•Assets under management or administration totaled $99.0 billion at September 30, 2023, decreasing $4.6 billion compared to June 30, 2023.

•The Company's tangible common equity ratio, a non-GAAP measure, was 7.74 percent at September 30, 2023 and 7.79 percent at June 30, 2023. The tangible common equity ratio is primarily based on total shareholders' equity, which includes unrealized gains and losses on available for sale securities. Adjusted for all securities portfolio losses, including the tax adjusted losses in the investment portfolio, the tangible common equity ratio would be 7.35 percent at September 30, 2023 and 7.49 percent at June 30, 2023.

•The common equity Tier 1 capital ratio at September 30, 2023 was 12.06 percent. Other regulatory capital ratios include the Tier 1 capital ratio at 12.07 percent, total capital ratio at 13.16 percent, and leverage ratio at 9.52 percent. At June 30, 2023, the common equity Tier 1 capital ratio was 12.13 percent, the Tier 1 capital ratio was 12.13 percent, total capital ratio was 13.24 percent, and leverage ratio was 9.75 percent.

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•The Company repurchased 700,500 shares of common stock at an average price of $84.17 per share in the third quarter of 2023 and 266,000 shares at an average price of $84.08 in the second quarter of 2023. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

•The Company paid a regular cash dividend of $35.7 million or $0.54 per common share during the third quarter of 2023. On October 31, 2023, the board of directors approved a quarterly cash dividend of $0.55 per common share payable on or about November 30, 2023 to shareholders of record as of November 15, 2023.

Highlights of the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 included:

•Tax-equivalent net interest revenue totaled $982.2 million for the nine months ended September 30, 2023 and $864.9 million for the nine months ended September 30, 2022. Net interest revenue increased $166.1 million from changes in interest rates and decreased $48.8 million from changes in earning assets. Net interest margin was 3.03 percent compared to 2.80 percent. In response to rising inflation, the Federal Reserve increased the federal funds rate 525 basis points since the beginning of 2022. The resulting impact on market interest rates increased net interest margin as our earning assets, led by our significant percentage of variable-rate commercial loans, repriced at a higher rate and faster pace than our interest-bearing liabilities. Loan yields increased 285 basis points and funding costs increased 279 basis points. Average earning assets increased $2.2 billion to $42.5 billion. Higher average loan balances were partially offset by lower trading securities balances. In the second quarter of 2022, we transferred $2.4 billion of U.S. government agency mortgage-backed securities from available for sale to the investment securities portfolio to limit the effect of future rate increases on the tangible common equity ratio. Other borrowed funds increased $5.6 billion while total interest-bearing deposits decreased $1.7 billion.

•Fees and commissions revenue totaled $584.3 million for the nine months ended September 30, 2023, a $120.7 million increase over the nine months ended September 30, 2022. Brokerage and trading revenue increased $101.7 million, primarily due to disruptions in the fixed income markets related to economic uncertainty in the first part of 2022. Fiduciary and asset management revenue increased $9.5 million led by growth in mutual fund fees, Cavanal Hill fund fees, and trust fees. Other revenue increased $8.5 million, largely due to increased revenue on bank-owned life insurance and higher margin interest fees. The prior year included a $4.5 million write-down of bank-owned life insurance as the fair value of this portfolio declined and exceeded the maximum support from the stable value wrap.

•Total operating expense was $948.8 million for the nine months ended September 30, 2023, an increase of $102.8 million compared to the nine months ended September 30, 2022. Personnel expense increased $79.1 million. Regular compensation increased $29.4 million, largely related to annual merit increases, salary adjustments, and business expansion. Cash-based incentive compensation grew $22.9 million due to higher sales activity. Share-based compensation expense increased $6.9 million reflecting changes in assumptions of certain performance-based equity awards. Deferred compensation expense, which is offset by changes in fair value of deferred compensation investments, grew $14.6 million. Non-personnel expense increased $23.7 million to $385.2 million, largely due to higher data processing costs related to ongoing technology projects and FDIC insurance costs following increased assessment rates in 2023.

•The provision for expected credit losses was $40.0 million for the nine months ended September 30, 2023, primarily due to growth in loan balances and changes in our economic forecast, including a more challenging national commercial real estate environment, particularly related to office. A $15.0 million provision for expected credit losses was recorded for the nine months ended September 30, 2022.

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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 $303.1 million for the third quarter of 2023, compared to $324.5 million for the prior quarter. Compared to the second quarter of 2023, net interest revenue decreased $19.0 million from changes in interest rates and $2.3 million from changes in earning assets. Table 1 shows the effect on net interest revenue from changes in average balances and interest rates for various types of earning assets and interest-bearing liabilities.

Average earning assets increased $1.3 billion compared to the second quarter of 2023. The average balance of trading securities increased $1.2 billion due to favorable market opportunities for U.S. government agency residential mortgage-backed securities observed primarily throughout the second quarter and extending into the early part of the third quarter. Average loan balances increased $525 million, largely due to growth in commercial and commercial real estate loans. Average fair value option securities, held as an economic hedge of the changes in fair value of our mortgage servicing rights, decreased $204 million. The average balance of available for sale securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, decreased $108 million and average interest-bearing cash and cash equivalents declined $110 million.

Total average deposits increased $918 million compared to the second quarter of 2023, including a $1.8 billion increase in interest-bearing deposits, partially offset by an $840 million decrease in demand deposits. Other borrowings grew $1.7 billion while funds purchased and repurchase agreements declined $972 million.

Net interest margin was 2.69 percent compared to 3.00 percent in the second quarter of 2023. Growth in low-spread trading assets drove an 8 basis point decline in net interest margin with deposit price competition and liability mix shift primarily driving the remaining 23 basis point reduction. For the third quarter of 2023, our core net interest margin excluding trading activities, a non-GAAP measure, was 3.14 percent percent compared to 3.36 percent in the prior quarter. The tax-equivalent yield on earning assets was 5.49 percent, an increase of 20 basis points. Loan yields grew 22 basis points to 7.25 percent. The available for sale securities portfolio yield increased 11 basis points to 3.11 percent. The yield on trading securities grew 26 basis points to 4.76 percent.

Funding costs were 3.81 percent, a 54 basis point increase over the prior quarter. The cost of interest-bearing deposits increased 61 basis points to 3.17 percent. The cost of other borrowings increased 36 basis points to 5.48 percent while the cost of funds purchased and repurchase agreements increased 23 basis points to 4.81 percent. The benefit to net interest margin from assets funded by non-interest liabilities was 101 basis points, an increase of 3 basis points.

Our overall objective is to manage the Company's balance sheet for changes in interest rates as is further described in the Market Risk section of this report. Approximately 80 percent of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that reprice more slowly than the loans. The result is a balance sheet that is asset sensitive, which means that assets generally reprice more quickly than the liabilities. One of the strategies that we use to manage toward a relative rate-neutral position is to purchase fixed rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market-rate-sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk. 

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

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Table 1 – Volume/Rate Analysis

(In thousands)

						Three Months Ended Sep. 30, 2023 / June 30, 2023																		Nine Months Ended Sep. 30, 2023 / 2022
												Change Due To1																		Change Due To1
						Change						Volume						Yield/Rate						Change						Volume						Yield/Rate
Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents						$	(1,353)					$	(1,443)					$	90					$	18,527					$	(5,296)					$	23,823
Trading securities						17,419						14,291						3,128						60,434						(38,592)						99,026
Investment securities						(350)						(341)						(9)						10,718						14,403						(3,685)
Available for sale securities						4,389						762						3,627						107,155						7,529						99,626
Fair value option securities						(2,564)						(2,405)						(159)						6,347						4,238						2,109
Restricted equity securities						2,347						1,982						365						15,819						9,073						6,746
Residential mortgage loans held for sale						142						61						81						(1,332)						(2,979)						1,647
Loans						26,661						11,638						15,023						546,499						78,148						468,351
Total tax-equivalent interest revenue						46,691						24,545						22,146						764,167						66,524						697,643
Interest expense:
Transaction deposits						36,113						8,061						28,052						314,530						(25,286)						339,816
Savings deposits						553						(41)						594						1,497						(56)						1,553
Time deposits						11,476						7,081						4,395						44,546						10,160						34,386
Funds purchased and repurchase agreements						(9,157)						(11,253)						2,096						81,352						26,511						54,841
Other borrowings						28,955						23,008						5,947						202,811						103,980						98,831
Subordinated debentures						102						13						89						2,157						(2)						2,159
Total interest expense						68,042						26,869						41,173						646,893						115,307						531,586
Tax-equivalent net interest revenue						(21,351)						(2,324)						(19,027)						117,274						(48,783)						166,057
Change in tax-equivalent adjustment						14																		523
Net interest revenue						$	(21,365)																	$	116,751

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 $198.2 million for the third quarter of 2023, a decrease of $10.9 million compared to the second quarter of 2023.

Table 2 – Other Operating Revenue 

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Brokerage and trading revenue						$	62,312					$	65,006					$	(2,694)					(4)		%																						$	179,714					$	77,970					$	101,744					130		%
Transaction card revenue						26,387						26,003						384						1		%																						78,011						77,130						881						1		%
Fiduciary and asset management revenue						52,256						52,997						(741)						(1)		%																						155,910						146,427						9,483						6		%
Deposit service charges and fees						27,676						27,100						576						2		%																						80,744						84,207						(3,463)						(4)		%
Mortgage banking revenue						13,356						15,141						(1,785)						(12)		%																						42,864						39,300						3,564						9		%
Other revenue						15,865						14,250						1,615						11		%																						47,085						38,608						8,477						22		%
Total fees and commissions revenue						197,852						200,497						(2,645)						(1)		%																						584,328						463,642						120,686						26		%
Other gains (losses), net						1,474						12,618						(11,144)						N/A																								16,343						(8,304)						24,647						N/A
Loss on derivatives, net						(9,010)						(8,159)						(851)						N/A																								(18,513)						(77,559)						59,046						N/A
Loss on fair value option securities, net						(203)						(2,158)						1,955						N/A																								(5,323)						(17,790)						12,467						N/A
Change in fair value of mortgage servicing rights						8,039						9,261						(1,222)						N/A																								11,241						83,165						(71,924)						N/A
Gain (loss) on available for sale securities, net						—						(3,010)						3,010						N/A																								(3,010)						3,017						(6,027)						N/A
Total other operating revenue						$	198,152					$	209,049					$	(10,897)					(5)		%																						$	585,066					$	446,171					$	138,895					31		%

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

Fees and commissions revenue

Diversified sources of fees and commissions revenue are a significant part of our business strategy and represented 40 percent of total revenue for the third quarter of 2023, 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 diversification to changes resulting from market or economic conditions such as interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. Many of the economic factors, such as rising interest rates, that we expect will result in growth in net interest revenue or fiduciary and asset management revenue may also affect mortgage banking production volumes and related trading. The velocity of changes in market conditions and interest rates may result in timing differences between when offsetting impacts and benefits are realized. Generally, for operating revenues not as directly related to movement in interest rates, we expect growth to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and Trading Revenue

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage and investment banking, decreased $2.7 million or 4 percent compared to the second quarter of 2023.

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Trading revenue includes net realized and unrealized gains and losses primarily related to residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage banking customers to manage their production risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities and other financial instruments that we sell to institutional customers, along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue was $34.5 million, a $2.5 million decrease compared to the prior quarter, primarily related to our municipal bond trading activity, which was influenced by the rising interest rate environment and evolving market expectations during the third quarter.

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 Risk Management Programs in Note 3 of the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Customer hedging revenue totaled $6.9 million, a decrease of $6.8 million, driven by less energy customer activity following a record high in the second quarter. Customer hedging revenue includes credit valuation adjustments of the fair value of derivatives to reflect the risk of counterparty default.

Investment banking, which includes fees earned upon completion of underwriting, financial advisory services and loan syndication fees, totaled $13.9 million for the third quarter of 2023, an increase of $5.7 million compared to the second quarter of 2023, primarily related to the timing and volume of transactions of underwriting fees and financial advisory fees.

Transaction Card Revenue

Transaction card revenue includes revenues from processing transactions on behalf of members of our TransFund electronic fund transfer network, merchant services fees paid by customers for account management and electronic processing of card transactions and interchange fees from our corporate card program. Transaction card revenue totaled $26.4 million for the third quarter of 2023, relatively consistent with the prior quarter.

Fiduciary and Asset Management Revenue

Fiduciary and asset management revenue is earned through managing or holding of assets for customers and executing transactions or providing related services. Fiduciary and asset management revenue is largely based on the fair value of assets. Rates applied to asset values vary based on the nature of the relationship. Fiduciary relationships and managed asset relationships generally have higher fee rates than non-fiduciary and/or managed relationships. Fiduciary and asset management revenue was $52.3 million for the third quarter of 2023, largely unchanged compared to the second quarter of 2023.

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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

(Dollars in thousands)

			Three Months Ended
			September 30, 2023																		June 30, 2023
			Balance1						Revenue2						Margin3						Balance1						Revenue2						Margin3
Managed fiduciary assets:
Personal			$	10,572,514					$	25,808					0.98		%				$	10,687,370					$	26,741					1.00		%
Institutional			18,244,521						8,532						0.19		%				18,705,828						9,103						0.19		%
Total managed fiduciary assets			28,817,035						34,340						0.48		%				29,393,198						35,844						0.49		%
Non-managed assets:
Fiduciary			27,562,974						14,643						0.21		%				28,480,670						14,300						0.20		%
Non-fiduciary			18,215,082						3,273						0.07		%				20,910,245						2,853						0.05		%
Safekeeping and brokerage assets under administration			24,409,088						—						—		%				24,834,827						—						—		%
Total non-managed assets			70,187,144						17,916						0.10		%				74,225,742						17,153						0.09		%
Total assets under management or administration			$	99,004,179					$	52,256					0.21		%				$	103,618,940					$	52,997					0.20		%

			Nine Months Ended
			September 30, 2023																		September 30, 2022
			Balance1						Revenue2						Margin3						Balance1						Revenue2						Margin3
Managed fiduciary assets:
Personal			$	10,572,514					$	77,388					1.46		%				$	10,107,830					$	81,760					1.62		%
Institutional			18,244,521						26,858						0.29		%				16,983,268						25,598						0.30		%
Total managed fiduciary assets			28,817,035						104,246						0.72		%				27,091,098						107,358						0.79		%
Non-managed assets:
Fiduciary			27,562,974						42,728						0.31		%				27,623,607						30,134						0.22		%
Non-fiduciary			18,215,082						8,936						0.10		%				18,099,922						8,935						0.10		%
Safekeeping and brokerage assets under administration			24,409,088						—						—		%				22,587,011						—						—		%
Total non-managed assets			70,187,144						51,664						0.15		%				68,310,540						39,069						0.11		%
Total assets under management or administration			$	99,004,179					$	155,910					0.31		%				$	95,401,638					$	146,427					0.31		%

1 Assets under management or administration balance excludes certain assets under custody held by a sub-custodian where minimal revenue is recognized. $18 billion, $19 billion, and $23 billion of such assets are excluded from assets under management or administration at September 30, 2023, June 30, 2023, and September 30, 2022, respectively.

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

3    Annualized revenue divided by period end balance.

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A summary of changes in assets under management or administration for the three and nine months ended September 30, 2023 and 2022 follows:

Table 4 – Changes in Assets Under Management or Administration

(In thousands)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
Beginning balance						$	103,618,940					$	95,981,289					$	99,735,040					$	104,917,721
Net inflows (outflows)						(3,922,122)						639,636						(4,727,474)						(1,642,712)
Net change in fair value						(692,639)						(1,219,287)						3,996,613						(7,873,371)
Ending balance						$	99,004,179					$	95,401,638					$	99,004,179					$	95,401,638

Assets under management as of September 30, 2023 consist of 43 percent fixed income, 32 percent equities, 16 percent cash, and 9 percent alternative investments.

Deposit Service Charges

Deposit service charges and fees were consistent with the second quarter of 2023.

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Mortgage Banking Revenue

Mortgage banking revenue decreased $1.8 million to $13.4 million, largely due to lower mortgage production and qualifying residential mortgage loans guaranteed by U.S. government agencies previously in forbearance that have been resold into Government National Mortgage Association ("GNMA") pools following the applicable performance period specified by the programs. Mortgage production volume decreased $30 million to $168 million. Production revenue as a percentage of production volume, which includes unrealized gains and losses on our mortgage commitment pipeline and related hedges, decreased 98 basis points to (1.12) percent.

Table 5 – Mortgage Banking Revenue 

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Mortgage production revenue						$	(1,887)					$	(284)					$	(1,603)					(564)		%																						$	(2,804)					$	2,145					$	(4,949)					(231)		%
Mortgage loans funded for sale						$	173,727					$	214,785																																			$	527,136					$	1,039,313
Add: Current period end outstanding commitments						49,284						55,031																																				49,284						75,779
Less: Prior period end outstanding commitments						55,031						71,693																																				45,492						171,412
Total mortgage production volume						$	167,980					$	198,123					$	(30,143)					(15)		%																						$	530,928					$	943,680					$	(412,752)					(44)		%
Mortgage loan refinances to mortgage loans funded for sale						9		%				8		%				100		bps																												—		%				26		%				(2,600)		bps
Realized margin on funded mortgage loans						(0.94)		%				(0.14)		%				(80)		bps																												(0.69)		%				0.86		%				(155)		bps
Production revenue as a percentage of production volume						(1.12)		%				(0.14)		%				(98)		bps																												(0.53)		%				0.23		%				(76)		bps
Primary mortgage interest rates:
Average						7.08		%				6.56		%				52		bps																												6.66		%				4.90		%				176		bps
Period end						7.35		%				6.70		%				65		bps																												7.35		%				6.70		%				65		bps
Mortgage servicing revenue						$	15,243					$	15,425					$	(182)					(1)		%																						$	45,668					$	37,155					$	8,513					23		%
Average outstanding principal balance of mortgage loans serviced for others						20,719,116						20,807,044						(87,928)						—		%																						20,882,493						17,520,715						$	3,361,778					19		%
Average mortgage servicing revenue rates						0.29		%				0.30		%				(1)		bp																												0.29		%				0.28		%				1		bp

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

Net gains on other assets, securities and derivatives

Net gains on other assets were $1.5 million for the third quarter of 2023 compared to net gains of $12.6 million in the second quarter of 2023. The prior quarter included a gain on alternative investments, largely attributable to merchant banking activity. Changes in fair value related to deferred compensation investments decreased $3.5 million.

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

Table 6 – Gain (Loss) on Mortgage Servicing Rights

(In thousands)

						Three Months Ended												Nine Months Ended
						Sep. 30, 2023						June 30, 2023						Sep. 30, 2023												Sep. 30, 2022
Loss on mortgage hedge derivative contracts, net						$	(8,980)					$	(8,099)					$	(18,790)											$	(77,360)
Loss on fair value option securities, net						(203)						(2,158)						(5,323)												(17,790)
Loss on economic hedge of mortgage servicing rights, net						(9,183)						(10,257)						(24,113)												(95,150)
Gain on change in fair value of mortgage servicing rights						8,039						9,261						11,241												83,165
Loss on changes in fair value of mortgage servicing rights, net of economic hedges included in other operating revenue						(1,144)						(996)						(12,872)												(11,985)
Net interest revenue (expense) on fair value option securities1						(112)						(232)						(157)												687
Total economic cost of changes in the fair value of mortgage servicing rights, net of economic hedges						$	(1,256)					$	(1,228)					$	(13,029)											$	(11,298)

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

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Other Operating Expense

Other operating expense for the third quarter of 2023 totaled $324.3 million, an increase of $5.6 million compared to the second quarter of 2023. Our efficiency ratio1 was 64.01% for the third quarter of 2023, compared to 58.75% in the prior quarter.

Table 7 – Other Operating Expense

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Regular compensation						$	111,237					$	109,197					$	2,040					2		%																						$	325,552					$	296,164					$	29,388					10		%
Incentive compensation:
Cash-based						51,139						48,331						2,808						6		%																						141,205						118,300						22,905						19		%
Share-based						3,489						4,566						(1,077)						(24)		%																						13,312						6,458						6,854						106		%
Deferred compensation						60						2,685						(2,625)						N/A																								4,455						(10,099)						14,554						N/A
Total incentive compensation						54,688						55,582						(894)						(2)		%																						158,972						114,659						44,313						39		%
Employee benefits						24,866						25,873						(1,007)						(4)		%																						79,064						73,676						5,388						7		%
Total personnel expense						190,791						190,652						139						—		%																						563,588						484,499						79,089						16		%
Business promotion						6,958						7,640						(682)						(9)		%																						23,167						18,965						4,202						22		%
Charitable contributions to BOKF Foundation						23						1,142						(1,119)						N/A																								1,165						—						1,165						N/A
Professional fees and services						13,224						12,777						447						4		%																						39,049						37,977						1,072						3		%
Net occupancy and equipment						32,583						30,105						2,478						8		%																						91,147						87,640						3,507						4		%
Insurance						7,996						6,974						1,022						15		%																						22,285						13,317						8,968						67		%
Data processing and communications						45,672						45,307						365						1		%																						135,781						122,859						12,922						11		%
Printing, postage and supplies						3,760						3,728						32						1		%																						11,381						11,967						(586)						(5)		%
Amortization of intangible assets						3,474						3,474						—						—		%																						10,339						11,956						(1,617)						(14)		%
Mortgage banking costs						8,357						8,300						57						1		%																						22,439						26,818						(4,379)						(16)		%
Other expense						11,475						8,574						2,901						34		%																						28,457						30,026						(1,569)						(5)		%
Total other operating expense						$	324,313					$	318,673					$	5,640					2		%																						$	948,798					$	846,024					$	102,774					12		%
Average number of employees (full-time equivalent)						4,927						4,875						52						1		%																						4,855						4,748						107						2		%

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

Personnel expense

Personnel expense was largely unchanged compared to the second quarter of 2023. Cash-based incentive compensation increased $2.8 million, driven by sales activities. Deferred compensation, which is offset by changes in the fair value of deferred compensation investments, decreased $2.6 million, directly related to market movements. Share-based compensation was down $1.1 million reflecting changes in assumptions of certain performance-based equity awards. Regular compensation increased $2.0 million, along with our business expansion into the San Antonio and Memphis markets. Employee benefits expense decreased $1.0 million, primarily due to seasonal decreases in payroll taxes.

1    See Explanation and Reconciliation of Non-GAAP Measures in "Non-GAAP Measures" section following.

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Non-personnel operating expense

Non-personnel expense totaled $133.5 million for the third quarter of 2023, an increase of $5.5 million compared to the second quarter of 2023. Occupancy and equipment costs grew $2.5 million, driven by the retirement of certain automated teller machines ("ATMs") as we upgrade our network. Other expense increased $2.9 million, primarily due to an accrual for certain disputed matters. FDIC insurance expense also increased $1.0 million.

Income Taxes

The effective tax rate was 19.8 percent for the third quarter of 2023 and 22.5 percent for the second quarter of 2023. The effective tax rate for the third quarter of 2023 decreased primarily due to a decrease in uncertain tax positions from lapses of applicable statutes of limitations. The effective rate for the nine months ended September 30, 2023 and September 30, 2022 was 21.5 percent and 20.7 percent, respectively, increasing primarily due to higher forecasted and actual pre-tax income.

Lines of Business

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

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

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

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

The value of funds provided by the operating lines of business to the Funds Management unit is also based on rates that approximate wholesale market rates for funds with similar repricing and cash flow characteristics. Market rates are generally based on a proxy of wholesale borrowing rates or interest rate swap rates. The funds credit formula applied to deposit products with indeterminate maturities is established based on their repricing characteristics reflected in a combination of the short-term wholesale funding 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 wholesale funding rates and longer duration products are weighted towards the intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years. For indeterminate-maturity deposits, annual adjustments are made to the funds credit formula each January that attribute more or less deposit credit value to the business lines dependent upon historical and forward-looking interest rate expectations, which are then held constant throughout the remainder of the year. After several years of decreased funding credits provided to business lines from a sustained low interest rate environment, increases in short-term and long-term rates in response to the Federal Reserve's actions to control inflation caused a commensurate increase in funding credits to business lines in the first quarter of 2023, with the offset to Funds Management and other.

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

As shown in Table 8, net income attributable to our lines of business decreased $28.9 million compared to the second quarter of 2023. Net interest revenue decreased $19.3 million largely as a result of deposit repricing activity while other operating revenue decreased $10.7 million. Operating expense increased $10.9 million over the second quarter of 2023 with a $4.3 million increase in personnel expense and $6.6 million increase in non-personnel expense.

Table 8 – Net Income by Line of Business

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Commercial Banking						$	157,930					$	170,179					$	(12,249)					(7)		%																						$	505,415					$	321,775					$	183,640					57		%
Consumer Banking						58,009						60,332						(2,323)						(4)		%																						169,024						(3,109)						172,133						(5,537)		%
Wealth Management						43,029						57,317						(14,288)						(25)		%																						152,793						64,573						88,220						137		%
Subtotal						258,968						287,828						(28,860)						(10)		%																						827,232						383,239						443,993						116		%
Funds Management and other						(124,473)						(136,520)						12,047						N/A																								(379,061)						(31,395)						(347,666)						N/A
Total						$	134,495					$	151,308					$	(16,813)					(11)		%																						$	448,171					$	351,844					$	96,327					27		%

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

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Commercial Banking

Commercial Banking contributed $157.9 million to consolidated net income in the third quarter of 2023, a decrease of $12.2 million or 7 percent compared to the second quarter of 2023.

Table 9 – Commercial Banking

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Net interest revenue from external sources						$	298,293					$	299,712					$	(1,419)					—		%																						$	886,263					$	546,599					$	339,664					62		%
Net interest expense from internal sources						(43,829)						(39,613)						(4,216)						(11)		%																						(104,543)						(34,983)						(69,560)						(199)		%
Total net interest revenue						254,464						260,099						(5,635)						(2)		%																						781,720						511,616						270,104						53		%
Net loans charged off						4,904						6,000						(1,096)						(18)		%																						10,980						3,316						7,664						231		%
Net interest revenue after net loans charged off						249,560						254,099						(4,539)						(2)		%																						770,740						508,300						262,440						52		%
Fees and commissions revenue						57,858						59,704						(1,846)						(3)		%																						173,397						174,992						(1,595)						(1)		%
Other gains, net						1,295						9,124						(7,829)						(86)		%																						11,429						4,509						6,920						153		%
Other operating revenue						59,153						68,828						(9,675)						(14)		%																						184,826						179,501						5,325						3		%
Personnel expense						48,823						46,055						2,768						6		%																						137,625						125,290						12,335						10		%
Non-personnel expense						32,928						31,424						1,504						5		%																						94,739						84,722						10,017						12		%
Other operating expense						81,751						77,479						4,272						6		%																						232,364						210,012						22,352						11		%
Net direct contribution						226,962						245,448						(18,486)						(8)		%																						723,202						477,789						245,413						51		%
Gain (loss) on financial instruments, net						(11)						231						(242)						(105)		%																						162						(138)						300						(217)		%
Gain (loss) on repossessed assets, net						(268)						408						(676)						(166)		%																						999						(2,880)						3,879						(135)		%
Corporate expense allocations						17,834						21,404						(3,570)						(17)		%																						56,956						49,285						7,671						16		%
Income before taxes						208,849						224,683						(15,834)						(7)		%																						667,407						425,486						241,921						57		%
Federal and state income tax						50,919						54,504						(3,585)						(7)		%																						161,992						103,711						58,281						56		%
Net income						$	157,930					$	170,179					$	(12,249)					(7)		%																						$	505,415					$	321,775					$	183,640					57		%
Average assets						$	28,849,597					$	28,170,869					$	678,728					2		%																						$	28,396,982					$	29,324,596					$	(927,614)					(3)		%
Average loans						19,645,259						19,158,984						486,275						3		%																						19,188,167						17,317,109						1,871,058						11		%
Average deposits						15,098,038						14,822,093						275,945						2		%																						15,257,676						18,825,930						(3,568,254)						(19)		%
Average invested capital						2,178,908						2,174,335						4,573						—		%																						2,156,183						2,040,038						116,145						6		%

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

Net interest revenue decreased $5.6 million or 2 percent compared to the second quarter of 2023, primarily due to a shift in deposit balances from non-interest bearing to interest-bearing accounts. Net loans charged-off decreased $1.1 million to $4.9 million in the third quarter of 2023.

Fees and commissions revenue decreased $1.8 million or 3 percent. Customer hedging revenue decreased $5.4 million following a record high in the second quarter, partially offset by increases in other revenue and investment banking revenue.

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Operating expense increased $4.3 million or 6 percent compared to the second quarter of 2023, largely driven by the retirement of certain ATMs as we upgrade our network combined with increased incentive compensation expense. Corporate expense allocations decreased $3.6 million or 17 percent compared to the prior quarter. The second quarter of 2023 also included a gain on alternative investments of $8.1 million resulting from merchant banking activities.

Average outstanding balance of loans attributed to Commercial Banking increased $486 million or 3 percent over the second quarter of 2023 to $19.6 billion. See the Loans section of Management's Discussion and Analysis of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans, which are primarily attributed to the Commercial Banking segment. 

Average deposits attributed to Commercial Banking increased $276 million or 2 percent over the second quarter of 2023 to $15.1 billion. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of changes.

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Consumer Banking

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

Consumer Banking contributed $58.0 million to consolidated net income for the third quarter of 2023, a decrease of $2.3 million or 4 percent compared to the prior quarter.

Table 10 – Consumer Banking

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Net interest revenue from external sources						$	11,386					$	17,828					$	(6,442)					(36)		%																						$	50,360					$	51,183					$	(823)					(2)		%
Net interest revenue from internal sources						101,222						95,563						5,659						6		%																						285,020						53,764						231,256						430		%
Total net interest revenue						112,608						113,391						(783)						(1)		%																						335,380						104,947						230,433						220		%
Net loans charged off (recovered)						(73)						1,129						(1,202)						(106)		%																						2,240						3,716						(1,476)						(40)		%
Net interest revenue after net loans charged off (recovered)						112,681						112,262						419						—		%																						333,140						101,231						231,909						229		%
Fees and commissions revenue						30,715						32,361						(1,646)						(5)		%																						93,657						94,308						(651)						(1)		%
Other gains (losses), net						1						(84)						85						(101)		%																						(54)						(72)						18						(25)		%
Other operating revenue						30,716						32,277						(1,561)						(5)		%																						93,603						94,236						(633)						(1)		%
Personnel expense						22,591						22,468						123						1		%																						66,421						64,738						1,683						3		%
Non-personnel expense						31,906						29,872						2,034						7		%																						90,614						89,947						667						1		%
Total other operating expense						54,497						52,340						2,157						4		%																						157,035						154,685						2,350						2		%
Net direct contribution						88,900						92,199						(3,299)						(4)		%																						269,708						40,782						228,926						561		%
Loss on financial instruments, net						(9,183)						(10,257)						1,074						(10)		%																						(24,113)						(95,150)						71,037						(75)		%
Change in fair value of mortgage servicing rights						8,039						9,261						(1,222)						(13)		%																						11,241						83,165						(71,924)						(86)		%
Gain on repossessed assets, net						11						—						11						N/A																								25						138						(113)						(82)		%
Corporate expense allocations						11,920						12,318						(398)						(3)		%																						35,860						32,994						2,866						9		%
Income (loss) before taxes						75,847						78,885						(3,038)						(4)		%																						221,001						(4,059)						225,060						(5,545)		%
Federal and state income tax						17,838						18,553						(715)						(4)		%																						51,977						(950)						52,927						(5,571)		%
Net income (loss)						$	58,009					$	60,332					$	(2,323)					(4)		%																						$	169,024					$	(3,109)					$	172,133					(5,537)		%
Average assets						$	9,379,478					$	9,597,723					$	(218,245)					(2)		%																						$	9,635,204					$	10,281,679					$	(646,475)					(6)		%
Average loans						1,812,606						1,762,568						50,038						3		%																						1,774,376						1,676,276						98,100						6		%
Average deposits						7,936,186						7,986,674						(50,488)						(1)		%																						8,055,990						8,812,235						(756,245)						(9)		%
Average invested capital						285,325						279,257						6,068						2		%																						273,405						253,007						20,398						8		%

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 from Consumer Banking activities was relatively consistent with the second quarter of 2023.

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Operating revenue decreased $1.6 million or 5 percent due to a decline in mortgage banking revenue. Mortgage banking revenue decreased $1.7 million, largely due to lower mortgage production and qualifying residential mortgage loans guaranteed by U.S. government agencies previously in forbearance that have been resold into GNMA pools following the applicable performance period specified by the programs. In addition, mortgage production volume decreased $30.1 million to $168.0 million. Operating expense increased $2.2 million or 4 percent due to an accrual for certain disputed matters. Corporate expense allocations were relatively consistent with the second quarter of 2023.

Average loans increased $50.0 million or 3 percent to $1.8 billion over the previous quarter. Average deposits attributed to the Consumer Banking segment were relatively consistent with the prior quarter. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of the changes.

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Wealth Management

Wealth Management contributed $43.0 million to consolidated net income in the third quarter of 2023, a decrease of $14.3 million or 25 percent compared to the second quarter of 2023.

Table 11 – Wealth Management

(Dollars in thousands)

						Three Months Ended												Increase (Decrease)						% Increase (Decrease)																								Nine Months Ended												Increase (Decrease)						% Increase (Decrease)
						Sep. 30, 2023						June 30, 2023																											Sep. 30, 2023						Sep. 30, 2022
Net interest revenue from external sources						$	7,622					$	4,415					$	3,207					73		%																						$	32,977					$	130,389					$	(97,412)					(75)		%
Net interest revenue (expense) from internal sources						28,815						44,937						(16,122)						(36)		%																						106,918						(3,290)						110,208						3,350		%
Total net interest revenue						36,437						49,352						(12,915)						(26)		%																						139,895						127,099						12,796						10		%
Net loans charged off (recovered)						9						(45)						54						120		%																						(60)						(153)						93						61		%
Net interest revenue after net loans charged off (recovered)						36,428						49,397						(12,969)						(26)		%																						139,955						127,252						12,703						10		%
Fees and commissions revenue						123,614						123,050						564						—		%																						355,575						224,907						130,668						58		%
Other losses, net						—						(7)						7						(100)		%																						(7)						(15)						8						(53)		%
Other operating revenue						123,614						123,043						571						—		%																						355,568						224,892						130,676						58		%
Personnel expense						63,706						62,263						1,443						2		%																						185,493						164,677						20,816						13		%
Non-personnel expense						25,661						22,596						3,065						14		%																						70,772						65,489						5,283						8		%
Other operating expense						89,367						84,859						4,508						5		%																						256,265						230,166						26,099						11		%
Net direct contribution						70,675						87,581						(16,906)						(19)		%																						239,258						121,978						117,280						96		%
Corporate expense allocations						14,331						12,574						1,757						14		%																						39,265						37,508						1,757						5		%
Income before taxes						56,344						75,007						(18,663)						(25)		%																						199,993						84,470						115,523						137		%
Federal and state income tax						13,315						17,690						(4,375)						(25)		%																						47,200						19,897						27,303						137		%
Net income						$	43,029					$	57,317					$	(14,288)					(25)		%																						$	152,793					$	64,573					$	88,220					137		%
Average assets						$	14,740,641					$	12,949,258					$	1,791,383					14		%																						$	13,128,925					$	17,320,779					$	(4,191,854)					(24)		%
Average loans						2,219,829						2,230,906						(11,077)						—		%																						2,217,519						2,147,007						70,512						3		%
Average deposits						7,886,962						7,544,143						342,819						5		%																						7,622,838						8,694,459						(1,071,621)						(12)		%
Average invested capital						329,856						333,902						(4,046)						(1)		%																						310,113						295,139						14,974						5		%

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

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Combined net interest revenue and fee revenue decreased $12.4 million or 7 percent compared to the second quarter of 2023, primarily due to declining spreads on loans and deposits. Total revenue from institutional trading activities decreased $4.4 million, largely related to our municipal bond trading activity, which was influenced by the rising interest rate environment and evolving market expectations. Investment banking revenue increased $4.7 million due to increased underwriting fees and financial advisory fees. Other revenue decreased $1.7 million. Operating expense increased $4.5 million or 5 percent compared to the prior quarter. Personnel expense increased $1.4 million due to growth in regular compensation from business expansion. Non-personnel expense increased $3.1 million, primarily due to ongoing technology project costs. Corporate expense allocations increased $1.8 million or 14 percent compared to the previous quarter.

Average outstanding loans attributed to the Wealth Management segment were consistent with the prior quarter. Average Wealth Management deposits increased $343 million or 5 percent to $7.9 billion. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of the changes.

Financial Condition

Securities

We maintain a securities portfolio to enhance profitability, manage interest rate risk, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, or available for sale. See Note 2 to the Consolidated Financial Statements for the composition of the securities portfolio as of September 30, 2023 and December 31, 2022.

We hold an inventory of trading securities in support of sales to a variety of customers, including banks, corporations, insurance companies, money managers and others. Trading securities decreased $694 million to $4.7 billion during the third quarter of 2023. 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.

At September 30, 2023, the carrying value of investment (held-to-maturity) securities was $2.3 billion, including a $344 thousand allowance for expected credit losses, compared to $2.4 billion at June 30, 2023 with a $465 thousand allowance for expected credit losses. The fair value of investment securities was $2.1 billion at September 30, 2023, a $133 million decrease compared to the prior quarter. Investment securities consist primarily of residential mortgage-backed securities issued by U.S. government agencies, intermediate and long-term, fixed rate Oklahoma and Texas municipal bonds, and taxable Texas school construction bonds.

Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, net of deferred taxes, are recorded as accumulated other comprehensive income in shareholders' equity. The amortized cost of available for sale securities totaled $12.9 billion at September 30, 2023, a $104 million increase compared to June 30, 2023. At September 30, 2023, 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 contraction in the form of more rapid prepayments 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 was 3.7 years as of September 30, 2023 and 3.5 years as of June 30, 2023. Management estimates the duration extends to 4.1 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 3.0 years assuming a 200 basis point decline in the current rate environment. The duration of the total investment portfolio is 3.4 years, extends to 3.6 years in an upward shock of 200 basis points, and contracts to 3.0 years in a down 200 basis point shock scenario. Management also regularly monitors the impact of interest rate risk on the available for sale securities portfolio on our tangible equity ratio under various shock scenarios.

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Bank-Owned Life Insurance

We have approximately $407 million of bank-owned life insurance at September 30, 2023. This investment is expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $312 million is held in separate accounts and $95 million represents the cash surrender value of policies held in general accounts and other amounts due from various insurance companies. Our separate account holdings are invested in diversified portfolios of investment-grade fixed income securities and cash equivalents, including U.S. Treasury and agency securities, residential mortgage-backed securities, corporate debt, asset-backed and commercial mortgage-backed securities. The portfolios are managed by unaffiliated professional managers within parameters established in the portfolio's investment guidelines. The cash surrender value of certain life insurance policies is further supported by a stable value wrap, which protects against changes in the fair value of the investments. As of September 30, 2023, the fair value of investments held in separate accounts covered by the stable value wrap was approximately $271 million. Since the underlying fair value of the investments held in separate accounts at September 30, 2023 was below the net book value of the investments, $39 million of cash surrender value was supported by the stable value wrap. The remaining $2 million of fair value held in separate accounts is not supported by the stable value wrap. Future rate increases may cause write-downs in the short-term. The stable value wrap is provided by an investment grade financial institution. 

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Loans

The aggregate loan portfolio before allowance for loan losses totaled $23.7 billion at September 30, 2023, growing $486 million over June 30, 2023, driven by growth in commercial and commercial real estate loans.

Table 12 – Loans

(In thousands)

						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Commercial:
Healthcare						$	4,083,134					$	3,991,387					$	3,899,341					$	3,845,017					$	3,826,623
Services						3,566,361						3,585,169						3,563,702						3,431,521						3,280,925
Energy						3,490,602						3,508,752						3,398,057						3,424,790						3,371,588
General business						3,579,742						3,449,208						3,356,249						3,511,171						3,148,783
Total commercial						14,719,839						14,534,516						14,217,349						14,212,499						13,627,919
Commercial real estate:
Multifamily						1,734,688						1,502,971						1,363,881						1,212,883						1,126,700
Industrial						1,432,629						1,349,709						1,309,435						1,221,501						1,103,905
Office						981,876						1,005,660						1,045,700						1,053,331						1,086,615
Retail						608,073						617,886						618,264						620,518						635,021
Residential construction and land development						100,465						106,370						102,828						95,684						91,690
Other commercial real estate						383,569						388,205						375,208						402,860						429,980
Total commercial real estate						5,241,300						4,970,801						4,815,316						4,606,777						4,473,911
Loans to individuals:
Residential mortgage						2,090,992						1,993,690						1,926,027						1,890,784						1,851,836
Residential mortgage guaranteed by U.S. government agencies						161,092						186,170						224,753						245,940						262,466
Personal						1,510,795						1,552,482						1,566,608						1,601,150						1,574,325
Total loans to individuals						3,762,879						3,732,342						3,717,388						3,737,874						3,688,627
Total						$	23,724,018					$	23,237,659					$	22,750,053					$	22,557,150					$	21,790,457

Commercial

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

Commercial loans totaled $14.7 billion or 62 percent of the loan portfolio at September 30, 2023, a $185 million increase over June 30, 2023, primarily due to growth in general business and healthcare loans.

Approximately 71 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 5 percent of the segment.

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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 $3.5 billion or 15 percent of total loans at September 30, 2023, an $18 million decrease compared to June 30, 2023. Approximately $2.7 billion of energy loans were to oil and gas producers, a $39 million increase compared to June 30, 2023. 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 69 percent of the committed production loans are secured by properties primarily producing oil, and 31 percent of the committed production loans are secured by properties primarily producing natural gas.

Loans to midstream oil and gas companies totaled $551 million at September 30, 2023, a $25 million decrease compared to June 30, 2023. Loans to borrowers that provide services to the energy industry totaled $165 million at September 30, 2023, a decrease of $33 million. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $60 million, largely unchanged compared to the prior quarter.

Unfunded energy loan commitments were $4.1 billion at September 30, 2023, a $219 million decrease compared to June 30, 2023.

The healthcare sector of the loan portfolio totaled $4.1 billion or 17 percent of total loans. Healthcare loans increased $92 million over June 30, 2023, primarily due to growth in loans to senior housing facilities and other medical practices. Healthcare sector loans consist primarily of loans for the development and operation of senior housing and care facilities including independent living, assisted living and skilled nursing. Generally we loan to borrowers with a portfolio of multiple facilities that serves to help diversify risks specific to a single facility.

The services sector of the loan portfolio totaled $3.6 billion or 15 percent of total loans, a $19 million decrease compared to the prior quarter. Service sector loans consist of a large number of loans to a variety of businesses including Native American tribal and state and local governments, Native American tribal casino operations, foundations and not-for-profit organizations, educational services and specialty trade contractors. Approximately $1.6 billion of the services category is made up of loans with individual balances of less than $10 million. Services sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer's business.

General business loans totaled $3.6 billion or 15 percent of total loans, an increase of $131 million compared to the prior quarter. General business loans consist of $2.2 billion of wholesale/retail loans and $1.4 billion of loans from other commercial industries.

We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of $100 million or more and with three or more non-affiliated banks as participants. At September 30, 2023, the outstanding principal balance of these loans totaled $5.8 billion, including $2.5 billion of energy loans. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 21 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.

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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 outstanding balance of commercial real estate loans grew by $270 million over June 30, 2023 to $5.2 billion or 22 percent of total loans at September 30, 2023, primarily driven by the funding of commercial real estate loan commitments. Loans secured by multifamily properties increased $232 million to $1.7 billion and loans secured by industrial facilities grew by $83 million to $1.4 billion at September 30, 2023. This growth was partially offset by a $24 million decrease in loans secured by office facilities.

Approximately 66 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 10 percent of the segment. All other states represent less than 5 percent individually.

Unfunded commercial real estate loan commitments were $2.0 billion at September 30, 2023, a decrease of $411 million compared to June 30, 2023. We take a disciplined approach to managing our concentration of commercial real estate loan commitments as a percentage of Tier 1 Capital. While loan commitments are presently near the upper internal concentration limit, we expect continued modest growth in our commercial real estate balances as loans fund, primarily in the multifamily and industrial loan portfolios.

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. Personal loans consist primarily of loans to Wealth Management clients secured by the cash surrender value of insurance policies and marketable securities. Personal loans also include direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans. 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 mortgage loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. Our mortgage loan portfolio does not include payment option adjustable-rate 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 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.

Loans to individuals totaled $3.8 billion or 16% of the loan portfolio, an increase of $31 million compared to June 30, 2023. Approximately 91 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 location.

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.

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Table 13 – Loans Managed by Primary Geographical Market

(In thousands)

						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Texas:
Commercial						$	7,249,963					$	7,223,820					$	7,103,166					$	6,878,618					$	6,644,890
Commercial real estate						1,873,477						1,748,796						1,675,831						1,555,508						1,448,590
Loans to individuals						961,299						974,911						992,343						982,700						970,459
Total Texas						10,084,739						9,947,527						9,771,340						9,416,826						9,063,939
Oklahoma:
Commercial						3,384,627						3,251,547						3,178,934						3,382,577						3,108,608
Commercial real estate						601,087						573,559						574,708						582,109						608,856
Loans to individuals						2,100,974						2,079,311						2,049,472						2,077,124						2,054,362
Total Oklahoma						6,086,688						5,904,417						5,803,114						6,041,810						5,771,826
Colorado:
Commercial						2,219,460						2,179,473						2,148,066						2,149,199						2,117,181
Commercial real estate						710,552						683,973						646,537						613,912						565,057
Loans to individuals						227,569						223,200						231,368						241,902						237,981
Total Colorado						3,157,581						3,086,646						3,025,971						3,005,013						2,920,219
Arizona:
Commercial						1,173,491						1,177,778						1,115,973						1,124,289						1,103,000
Commercial real estate						1,014,151						926,750						881,465						860,947						850,319
Loans to individuals						260,282						242,102						240,556						229,872						225,981
Total Arizona						2,447,924						2,346,630						2,237,994						2,215,108						2,179,300
Kansas/Missouri:
Commercial						307,725						309,148						318,782						310,715						307,456
Commercial real estate						547,708						516,299						489,951						479,968						466,955
Loans to individuals						132,137						138,960						129,580						131,307						125,039
Total Kansas/Missouri						987,570						964,407						938,313						921,990						899,450
New Mexico:
Commercial						297,714						287,443						280,945						263,349						258,754
Commercial real estate						405,989						425,472						449,715						417,008						426,367
Loans to individuals						69,418						64,803						65,770						67,163						68,095
Total New Mexico						773,121						777,718						796,430						747,520						753,216
Arkansas:
Commercial						86,859						105,307						71,483						103,752						88,030
Commercial real estate						88,336						95,952						97,109						97,325						107,767
Loans to individuals						11,200						9,055						8,299						7,806						6,710
Total Arkansas						186,395						210,314						176,891						208,883						202,507
Total BOK Financial loans						$	23,724,018					$	23,237,659					$	22,750,053					$	22,557,150					$	21,790,457

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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 Veterans Affairs ("VA").

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

Table 14 – Off-Balance Sheet Credit Commitments

(In thousands)

						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Loan commitments						$	14,404,610					$	14,979,253					$	15,119,984					$	15,424,431					$	14,585,566
Standby letters of credit						759,563						721,908						790,316						740,039						725,302
Unpaid principal balance of residential mortgage loans sold with recourse						40,369						42,041						43,510						44,742						46,199
Unpaid principal balance of residential mortgage loans transferred into mortgage-backed securities guaranteed by U.S. Dept. of Veterans Affairs						970,469						988,212						996,139						1,005,368						1,021,504

Customer Hedging 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 hedging 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 deteriorates such that either the fair value of underlying collateral no longer supports the contract or the customer or the counterparty's ability to provide margin collateral becomes impaired. Credit losses on customer derivatives reduce brokerage and trading revenue in the Consolidated Statements of Earnings.

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Derivative contracts are carried at fair value. At September 30, 2023, the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $594 million compared to $538 million at June 30, 2023. At September 30, 2023, the net fair value of our derivative contracts included $365 million for energy contracts, $161 million for interest rate swaps and $68 million for foreign exchange contracts. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $582 million at September 30, 2023 and $526 million at June 30, 2023.

At September 30, 2023, total derivative assets were reduced by $197 million of cash collateral received from counterparties and total derivative liabilities were reduced by $242 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement. Derivative contracts executed with customers may be secured by non-cash collateral in conjunction with a credit agreement with that customer, such as proven producing oil and gas properties. Access to this collateral in an event of default is reasonably assured.

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

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at September 30, 2023 follows in Table 15.

Table 15 – Fair Value of Derivative Contracts

(In thousands)

Customers						$	352,163
Banks and other financial institutions						44,498
Exchanges and clearing organizations						50
Fair value of customer risk management program asset derivative contracts, net						$	396,711

 

At September 30, 2023, our largest derivative exposure was to an energy customer for $44 million of net derivative positions, net of cash margin.

Our customer hedging 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 to an equivalent of $72.84 per barrel of oil would decrease the fair value of derivative assets by $210 million, with lending customers comprising the bulk of the assets. An increase in prices to an equivalent of $108.74 per barrel of oil would increase the fair value of derivative assets by $757 million as asset values rise faster than margin paid. Liquidity requirements of this program may also be affected by our credit rating. At September 30, 2023, a decrease in our credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $10 million.

The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of September 30, 2023, changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

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Summary of Credit Loss Experience

Table 16 – Summary of Credit Loss Experience

(Dollars in thousands)

			Three Months Ended
			Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Allowance for loan losses:
Beginning balance			$	262,714					$	249,460					235,704						241,768						241,114
Loans charged off			(10,593)						(8,049)						(3,667)						(17,807)						(1,766)
Recoveries of loans previously charged off			4,062						1,346						2,898						2,301						1,309
Net loans charged off			(6,531)						(6,703)						(769)						(15,506)						(457)
Provision for credit losses			15,931						19,957						14,525						9,442						1,111
Ending balance			$	272,114					$	262,714					$	249,460					$	235,704					$	241,768
Accrual for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance			$	59,940					$	62,943					60,919						56,310						42,250
Provision for credit losses			(7,336)						(3,003)						2,024						4,609						14,060
Ending balance			$	52,604					$	59,940					$	62,943					$	60,919					$	56,310
Accrual for off-balance sheet credit risk associated with mortgage banking activities:
Beginning balance			$	4,443					$	4,381					4,904						3,885						4,003
Loans charged off			(7)						(16)						(35)						16						(52)
Provision for credit losses			(1,474)						78						(488)						1,003						(66)
Ending balance			$	2,962					$	4,443					$	4,381					$	4,904					$	3,885
Allowance for credit losses related to held-to-maturity (investment) securities:
Beginning balance			$	465					$	497					$	558					$	612					$	717
Provision for credit losses			(121)						(32)						(61)						(54)						(105)
Ending balance			$	344					$	465					$	497					$	558					$	612
Total provision for credit losses			$	7,000					$	17,000					$	16,000					$	15,000					$	15,000
Average loans by portfolio segment :
Commercial			$	14,527,676					$	14,316,474					$	14,046,237					$	13,846,339					$	13,508,325
Commercial real estate			5,172,876						4,896,230						4,757,362						4,488,091						4,434,650
Loans to individuals			3,713,756						3,676,350						3,672,648						3,641,574						3,656,257
Net charge-offs (annualized) to average loans			0.11		%				0.12		%				0.01		%				0.28		%				0.01		%
Net charge-offs (annualized) to average loans by portfolio segment:
Commercial			0.18		%				0.06		%				(0.06)		%				0.42		%				(0.02)		%
Commercial real estate			(0.07)		%				0.32		%				0.17		%				—		%				—		%
Loans to individuals			0.10		%				0.08		%				0.07		%				0.12		%				0.12		%
Recoveries to gross charge-offs			38.35		%				16.72		%				79.03		%				12.92		%				74.12		%
Provision for loan losses (annualized) to average loans			0.27		%				0.35		%				0.26		%				0.17		%				0.02		%
Allowance for loan losses to loans outstanding at period end			1.15		%				1.13		%				1.10		%				1.04		%				1.11		%
Accrual for unfunded loan commitments to loan commitments			0.37		%				0.40		%				0.42		%				0.39		%				0.39		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to loans outstanding at period end			1.37		%				1.39		%				1.37		%				1.31		%				1.37		%

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

Expected credit losses on assets carried at amortized cost are recognized over their expected lives based on models that measure the probability of default and loss given default over a 12-month reasonable and supportable forecast period. Models incorporate base case, downside and upside macroeconomic variables such as real gross domestic product ("GDP") growth, civilian unemployment rate, commercial real estate vacancy rates 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 of $7.0 million in the third quarter of 2023 reflects modest improvement in the economic outlook and the impact of forecasted higher energy prices during the forecast period, offset by loan growth and the impact of a more challenging national commercial real estate environment, particularly related to office.

Non-pass grade loans, including loans especially mentioned, accruing substandard and nonaccruing loans, increased $23 million compared to June 30, 2023. Non-pass graded general business loans increased $36 million and non-pass grade energy loans were up $29 million, partially offset by a $23 million decrease in non-pass grade healthcare loans and an $18 million decrease in non-pass grade services loans. A summary of outstanding loan balances by risk grade is included in Note 4 to the Consolidated Financial Statements.

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A summary of macroeconomic variables considered in developing our estimate of expected credit losses at September 30, 2023 follows:

			Base			Downside			Upside
Scenario probability weighting			50%			35%			15%
Economic outlook			The Russia-Ukraine conflict remains isolated. The federal funds target range of 5.25 percent to 5.50 percent is held flat for the remainder of the forecast period. Core inflation continues to improve from the peaks experienced in 2022, reaching 2.9 percent by the third quarter of 2024. Inflation pressures cause modest declines in real household income compared to pre-pandemic levels and a restrictive credit environment results in below-trend GDP growth. Job openings revert to more normalized levels and overall hiring levels decline, causing the national unemployment rate to modestly increase over the next four quarters.			The Russia-Ukraine conflict remains isolated. Higher levels of inflation force the Federal Reserve to adopt a more aggressive monetary policy compared to the base case scenario. This results in a target range of 6.25 percent to 6.50 percent by the third quarter of 2024. This, coupled with a restrictive credit environment, pushes the United States into a recession, with a contraction in economic activity and a sharp increase in the unemployment rate. Core inflation moderates from the peaks in 2022 but remains elevated through the forecast horizon, ending at 3.8 percent in the third quarter of 2024.			The Russia-Ukraine conflict remains isolated. The federal funds target range of 5.25 percent to 5.50 percent is held flat through the second quarter of 2024. There is one rate cut in the third quarter of 2024 bringing the target range down to 5.00 percent to 5.25 percent. Core inflation continues to improve from the peaks experienced in 2022 and reaches 2.5 percent by the third quarter of 2024. Labor force participants continue to re-enter the job market to help fill the elevated level of job openings. The increase in employment helps maintain household income above its pre-pandemic trend. This, coupled with the drawdown in savings, supports consumer spending and produces GDP growth consistent with pre-pandemic levels.
Macro-economic factors			–GDP is forecasted to grow by 1.3 percent over the next 12 months. –Civilian unemployment rate of 3.8 percent in the fourth quarter of 2023 increases to 4.2 percent by the third quarter of 2024. –WTI oil prices are projected to generally follow the NYMEX forward curve that existed at the end of September 2023 and are expected to average $82.81 per barrel over the next 12 months.			–GDP is forecasted to contract 2.0 percent over the next twelve months. –Civilian unemployment rate of 4.7 percent in the fourth quarter of 2023 increases to 6.1 percent in the third quarter of 2024. –WTI oil prices are projected to average $57.66 over the next 12 months, with a peak of $65.92 in the fourth quarter of 2023 and falling 21 percent over the following three quarters.			–GDP is forecasted to grow by 1.8 percent over the next 12 months. –Civilian unemployment rate of 3.7 percent in the fourth quarter of 2023 increases to 4.0 percent by the third quarter of 2024. –WTI oil prices are projected to average $86.74 per barrel over the next 12 months.

The probability weighting of our base case reasonable and supportable forecast remained at 50 percent in the third quarter of 2023, but the probability weighting of our downside case decreased to 35 percent from 40 percent in the prior quarter. The sensitivity to management's economic scenario weighting may be quantified by comparing the results of weighting each economic scenario at 100%. For example, compared to a 100% base case scenario, a 100% downside case would result in an additional $145 million in quantitative reserve, while a 100% upside case would result in $26 million less quantitative reserve at September 30, 2023. Such sensitivity calculations do not necessarily reflect the nature and extent of future changes in the related allowance.

At September 30, 2023, the allowance for loan losses totaled $272 million or 1.15 percent of outstanding loans. Excluding residential mortgage loans guaranteed by U.S. government agencies, the allowance for loan losses was 249 percent of nonaccruing loans. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $325 million or 1.37 percent of outstanding loans and 298 percent of nonaccruing loans at September 30, 2023.

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The Company recorded a $17.0 million provision for credit losses in the second quarter of 2023. At June 30, 2023, the allowance for loan losses was $263 million or 1.13 percent of outstanding loans. Excluding residential mortgage loans guaranteed by U.S. government agencies, the allowance for loan losses was 218 percent of nonaccruing loans. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $323 million or 1.39 percent of outstanding loans and 267 percent of nonaccruing loans.

Net Loans Charged Off

Net charge-offs of commercial loans were $6.5 million or 0.11 percent of average loans on an annualized basis in the third quarter. Charge-offs for the third quarter were primarily composed of a $4.6 million general business loan, a $2.2 million commercial real estate loan and a $1.5 million services loan. Net charge-offs of loans to individuals include deposit account overdraft losses.

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

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

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

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

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

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Nonperforming Assets

As more fully described in Note 4 to the Consolidated Financial Statements, loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. Accruing renegotiated loans guaranteed by U.S. government agencies represent residential mortgage loans that have been modified in troubled debt restructurings. Interest continues to accrue based on the modified terms of the loan and loans may be sold once they become eligible according to U.S. government agency guidelines. The Company adopted FASB Accounting Standards Update No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates designation of these loans as troubled debt restructurings effective January 1, 2023. 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

(Dollars in thousands)

						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Nonaccruing loans:
Commercial:
Healthcare						$	41,836					$	36,753					$	37,247					$	41,034					$	41,438
Services						2,820						4,541						8,097						16,228						27,315
Energy						19,559						20,037						127						1,399						4,164
General business						6,483						11,946						8,961						1,636						2,753
Total commercial						70,698						73,277						54,432						60,297						75,670
Commercial real estate						7,418						17,395						21,668						16,570						7,971
Loans to individuals:
Residential mortgage						30,954						29,973						29,693						29,791						30,066
Residential mortgage guaranteed by U.S. government agencies						10,436						11,473						14,302						15,005						16,957
Personal						79						133						200						134						136
Total loans to individuals						41,469						41,579						44,195						44,930						47,159
Total nonaccruing loans						119,585						132,251						120,295						121,797						130,800
Accruing renegotiated loans guaranteed by U.S. government agencies1						—						—						—						163,535						176,022
Real estate and other repossessed assets						3,753						4,227						12,651						14,304						29,676
Total nonperforming assets						$	123,338					$	136,478					$	132,946					$	299,636					$	336,498
Total nonperforming assets excluding those guaranteed by U.S. government agencies						$	112,902					$	125,005					$	118,644					$	121,096					$	143,519
Allowance for loan losses to nonaccruing loans2						249.31		%				217.52		%				235.36		%				220.71		%				212.37		%
Combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments to nonaccruing loans2						297.50		%				267.15		%				294.74		%				277.76		%				261.83		%
Nonperforming assets to outstanding loans and repossessed assets						0.52		%				0.59		%				0.58		%				1.33		%				1.54		%
Nonperforming assets to outstanding loans and repossessed assets2						0.48		%				0.54		%				0.53		%				0.54		%				0.67		%
Nonaccruing loans to outstanding loans						0.50		%				0.57		%				0.53		%				0.54		%				0.60		%
Nonaccruing commercial loans to outstanding commercial loans						0.48		%				0.50		%				0.38		%				0.42		%				0.56		%
Nonaccruing commercial real estate loans to outstanding commercial real estate loans						0.14		%				0.35		%				0.45		%				0.36		%				0.18		%
Nonaccruing loans to individuals to outstanding loans to individuals2						0.86		%				0.85		%				0.86		%				0.86		%				0.88		%

1     The Company adopted FASB Accounting Standards Update No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates designation of these loans as troubled debt restructurings effective January 1, 2023.

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

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Nonaccruing loans decreased $13 million compared to June 30, 2023. Newly identified nonaccruing loans totaled $11 million, offset by $12 million of payments and $11 million of charge-offs. Nonaccruing commercial real estate loans decreased $10 million and nonaccruing general business loans decreased $5.5 million, partially offset by a $5.1 million increase in nonaccruing healthcare loans. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

A rollforward of nonperforming assets for the three and nine months ended September 30, 2023 follows in Table 18.

Table 18 – Rollforward of Nonperforming Assets

(In thousands)

						Three Months Ended
						September 30, 2023
						Nonaccruing Loans																								Renegotiated Loans						Real Estate and Other Repossessed Assets						Total Nonperforming Assets
						Commercial						Commercial Real Estate						Loan to Individuals						Total
Balance, June 30, 2023						$	73,277					$	17,395					$	41,579					$	132,251					$	—					$	4,227					$	136,478
Additions						6,234						—						4,466						10,700						—						—						10,700
Payments						(2,044)						(7,739)						(2,497)						(12,280)						—						—						(12,280)
Charge-offs						(6,769)						(2,238)						(1,586)						(10,593)						—						—						(10,593)
Net gains (losses) and write-downs						—						—						—						—						—						(252)						(252)
Foreclosure of nonperforming loans						—						—						(142)						(142)						—						142						—
Foreclosure of loans guaranteed by U.S. government agencies						—						—						(472)						(472)						—						—						(472)
Proceeds from sales						—						—						—						—						—						(364)						(364)
Net transfers to nonaccruing loans						—						—						134						134						—						—						134
Return to accrual status						—						—						(13)						(13)						—						—						(13)
Balance, September 30, 2023						$	70,698					$	7,418					$	41,469					$	119,585					$	—					$	3,753					$	123,338
						Nine Months Ended
						September 30, 2023
						Nonaccruing Loans																								Renegotiated Loans						Real Estate and Other Repossessed Assets						Total Nonperforming Assets
						Commercial						Commercial Real Estate						Loan to Individuals						Total
Balance, Dec. 31, 2022						$	60,297					$	16,570					$	44,930					$	121,797					$	163,535					$	14,304					$	299,636
Change in accounting standard						—						—						—						—						(163,535)						—						(163,535)
Additions						44,334						7,459						12,339						64,132						—						—						64,132
Payments						(23,797)						(8,165)						(7,782)						(39,744)						—						—						(39,744)
Charge-offs						(9,578)						(8,446)						(4,285)						(22,309)						—						—						(22,309)
Net gains (losses) and write-downs						—						—						—						—						—						1,209						1,209
Foreclosure of nonperforming loans						—						—						(367)						(367)						—						367						—
Foreclosure of loans guaranteed by U.S. government agencies						—						—						(4,015)						(4,015)						—						—						(4,015)
Proceeds from sales						—						—						—						—						—						(12,127)						(12,127)
Net transfers to nonaccruing loans						—						—						662						662						—						—						662
Return to accrual status						(558)						—						(13)						(571)						—						—						(571)
Balance, September 30, 2023						$	70,698					$	7,418					$	41,469					$	119,585					$	—					$	3,753					$	123,338

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

Real Estate and Other Repossessed Assets

Real estate and other repossessed assets totaled $3.8 million at September 30, 2023, composed primarily of $3.2 million of land for commercial real estate development. Real estate and other repossessed assets decreased $474 thousand compared to June 30, 2023.

Liquidity and Capital

Based on the average balances for the third quarter of 2023, approximately 67 percent of our funding was provided by deposit accounts, 20 percent from borrowed funds, 10 percent from equity and less than 1 percent from long-term subordinated debt. Our funding sources, which primarily include deposits and borrowings from the Federal Home Loan Banks and other banks, provide adequate liquidity to meet our operating needs.

Subsidiary Bank

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

Average deposits for the third quarter of 2023 totaled $33.3 billion, a $918 million increase compared to the second quarter of 2023. Demand deposits decreased $840 million while interest-bearing transaction account balances increased $1.0 billion. Time deposit balances increased $764 million.

Table 19 – Average Deposits by Line of Business

(In thousands)

			Three Months Ended
			Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Commercial Banking			$	15,098,038					$	14,822,093					$	15,861,285					$	16,832,244					$	17,966,661
Consumer Banking			7,936,186						7,986,674						8,248,541						8,617,085						8,812,884
Wealth Management			7,886,962						7,544,143						7,432,413						7,888,753						7,999,074
Subtotal			30,921,186						30,352,910						31,542,239						33,338,082						34,778,619
Funds Management and other			2,366,711						2,016,802						1,940,232						2,123,303						2,271,157
Total			$	33,287,897					$	32,369,712					$	33,482,471					$	35,461,385					$	37,049,776

Average Commercial Banking deposit balances increased $276 million compared to the second quarter of 2023. Interest-bearing transaction account balances increased $903 million while demand deposit balances decreased $661 million. Our Commercial deposit portfolio is highly diversified across industries and customers. The highest concentration by industry within our commercial deposit portfolio is with our energy customers representing 6 percent of our total deposits.

Average Consumer Banking deposit balances decreased $50 million compared to the prior quarter. Decreases of $170 million in interest-bearing transaction deposit balances and $65 million in demand deposit balances were partially offset by an increase of $235 million in time deposit balances.

Average Wealth Management deposits increased $343 million compared to the second quarter of 2023. Interest-bearing transaction account balances increased $303 million and time deposit balances increased $133 million while demand deposit balances decreased $93 million.

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Total brokered deposits were 3 percent of total deposits during the third quarter of 2023. Average interest-bearing transaction accounts for the third quarter included $326 million of brokered deposits, a $73 million increase over the second quarter of 2023. Average time deposits for the third quarter of 2023 included $733 million of brokered deposits, a $359 million increase over the second quarter of 2023. Period-end brokered interest-bearing transaction accounts decreased $74 million to $284 million at September 30, 2023, and brokered time deposits decreased $72 million to $688 million at September 30, 2023.

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)

						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Oklahoma:
Demand						$	4,019,019					$	4,273,136					$	4,369,944					$	4,585,963					$	5,143,405
Interest-bearing:
Transaction						9,970,955						9,979,534						9,468,100						9,475,528						9,619,419
Savings						508,619						531,536						564,829						555,407						558,256
Time						2,019,749						1,945,916						942,787						794,002						776,306
Total interest-bearing						12,499,323						12,456,986						10,975,716						10,824,937						10,953,981
Total Oklahoma						16,518,342						16,730,122						15,345,660						15,410,900						16,097,386
Texas:
Demand						2,599,998						2,876,568						3,154,789						3,873,759						4,609,255
Interest-bearing:
Transaction						5,046,288						4,532,093						4,366,932						4,878,482						4,781,920
Savings						154,863						162,704						175,012						178,356						179,049
Time						436,218						377,424						321,774						356,538						343,015
Total interest-bearing						5,637,369						5,072,221						4,863,718						5,413,376						5,303,984
Total Texas						8,237,367						7,948,789						8,018,507						9,287,135						9,913,239
Colorado:
Demand						1,598,622						1,726,130						1,869,194						2,462,891						2,510,179
Interest-bearing:
Transaction						1,888,026						1,825,295						2,126,435						2,123,218						2,221,796
Savings						63,129						66,968						72,548						77,961						80,542
Time						185,030						148,840						128,583						135,043						151,064
Total interest-bearing						2,136,185						2,041,103						2,327,566						2,336,222						2,453,402
Total Colorado						3,734,807						3,767,233						4,196,760						4,799,113						4,963,581
New Mexico:
Demand						853,571						912,218						997,364						1,141,958						1,296,410
Interest-bearing:
Transaction						1,049,903						712,541						674,328						691,915						717,492
Savings						97,753						102,729						111,771						112,430						113,056
Time						217,535						179,548						137,875						133,625						142,856
Total interest-bearing						1,365,191						994,818						923,974						937,970						973,404
Total New Mexico						2,218,762						1,907,036						1,921,338						2,079,928						2,269,814

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						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Arizona:
Demand						522,142						592,144						780,051						844,327						903,296
Interest-bearing:
Transaction						903,535						800,970						687,527						739,628						788,142
Savings						12,340						14,489						16,993						16,496						18,258
Time						36,689						31,248						27,755						24,846						26,704
Total interest-bearing						952,564						846,707						732,275						780,970						833,104
Total Arizona						1,474,706						1,438,851						1,512,326						1,625,297						1,736,400
Kansas/Missouri:
Demand						351,236						363,534						393,321						436,259						479,459
Interest-bearing:
Transaction						981,091						1,014,247						1,040,009						694,163						747,981
Savings						14,331						16,316						18,292						20,678						19,375
Time						22,437						16,176						13,061						12,963						13,258
Total interest-bearing						1,017,859						1,046,739						1,071,362						727,804						780,614
Total Kansas/Missouri						1,369,095						1,410,273						1,464,683						1,164,063						1,260,073
Arkansas:
Demand						29,635						38,818						42,312						50,180						43,111
Interest-bearing:
Transaction						57,381						43,301						71,158						56,181						123,273
Savings						2,898						3,195						3,228						3,083						3,098
Time						9,559						7,225						4,775						4,825						5,940
Total interest-bearing						69,838						53,721						79,161						64,089						132,311
Total Arkansas						99,473						92,539						121,473						114,269						175,422
Total BOK Financial deposits						$	33,652,552					$	33,294,843					$	32,580,747					$	34,480,705					$	36,415,915

Estimated uninsured deposits totaled $19.1 billion or 53 percent of our total deposits at September 30, 2023. In addition to insured deposits, we also hold $4.3 billion of collateralized deposits. Municipalities, Native American tribal governments and certain trust-related deposits are all required to be collateralized. Excluding the impact of collateralized deposits and deposits related to consolidated subsidiaries, our uninsured and uncollateralized deposit level is $13.7 billion or 41 percent of total deposits at September 30, 2023.

In addition to deposits, liquidity is provided primarily by federal funds purchased, securities repurchase agreements and Federal Home Loan Banks 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 source of wholesale federal funds purchased totaled $250 million at September 30, 2023. Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale and trading securities. Federal Home Loan Banks 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 $6.9 billion during the quarter, compared to $5.2 billion in the second quarter of 2023.

At September 30, 2023, management estimates a total potential secured borrowing capacity of approximately $23.0 billion. This includes current available secured capacity of $18.7 billion from the use of programs available to U.S. banks from the Federal Home Loan Banks and Federal Reserve Banks and an estimated $4.3 billion of other sources that could be converted into additional secured capacity.

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

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Table 21 – Borrowed Funds

(Dollars in thousands)

												Three Months Ended September 30, 2023																								Three Months Ended June 30, 2023
						Sep. 30, 2023						Average Balance During the Quarter						Rate						Maximum Outstanding At Any Month End During the Quarter						June 30, 2023						Average Balance During the Quarter						Rate						Maximum Outstanding At Any Month End During the Quarter
Funds purchased						355,246						675,887						5.49		%				1,012,900						1,013,384						1,435,842						4.90		%				1,704,877
Repurchase agreements						2,367,752						2,023,140						4.59		%				2,367,752						4,433,480						2,235,152						4.37		%				4,433,480
Other borrowings:
Federal Home Loan Banks advances						6,175,000						6,941,575						5.48		%				7,875,000						3,750,000						5,244,340						5.12		%				5,100,000
GNMA repurchase liability						10,758						10,863						4.02		%				11,563						10,201						11,596						3.80		%				12,316
Other						15,886						15,871						5.02		%				15,886						16,855						19,355						2.84		%				23,775
Total other borrowings						6,201,644						6,968,309						5.48		%										3,777,056						5,275,291						5.12		%
Subordinated debentures1						131,152						131,151						7.02		%				131,152						131,154						131,153						6.79		%				131,154
Total other borrowed funds and subordinated debentures						$	9,055,794					$	9,798,487					5.32		%										$	9,355,074					$	9,077,438					4.92		%

1 Parent Company only.

BOKF, NA also has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold into GNMA mortgage pools. Interest is payable monthly at rates contractually due to investors if delinquent loans are not repurchased from the GNMA mortgage pools.

Parent Company

At September 30, 2023, cash and interest-bearing cash and cash equivalents held by the parent company totaled $209 million. The primary sources of liquidity for BOK Financial are cash on hand and dividends from BOKF, NA. Dividends from the bank are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the two preceding years. Dividends are further restricted by minimum capital requirements. At September 30, 2023, based upon the most restrictive limitations as well as management's internal capital policy, BOKF, NA could declare up to $394 million of dividends. Dividend constraints may be alleviated through increases in retained earnings, capital issuances or changes in risk weighted assets. Future losses or increases in required regulatory capital at the bank could affect its ability to pay dividends to the parent company.

Our equity capital at September 30, 2023 was $4.8 billion, a $50 million decrease compared to June 30, 2023. Net income less cash dividends paid increased equity $99 million during the third quarter of 2023. Changes in interest rates resulted in a $92 million decrease in accumulated other comprehensive income compared to June 30, 2023. We also repurchased $59 million of common stock, excluding a one percent excise tax on corporate stock repurchases, during the third quarter of 2023. 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 November 1, 2022, the board of directors authorized the Company to purchase up to five million common shares, subject to market conditions, securities law and other regulatory compliance limitations. As of September 30, 2023, the Company had repurchased 1,727,977 shares under this authorization. The Company repurchased 700,500 shares of common stock at an average price of $84.17 per share in the third quarter of 2023. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

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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 a 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 the current expected credit loss ("CECL") model 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 elected to delay the regulatory capital impact of the transition in accordance with the interim final rule. Deferral of the impact of CECL added 6 basis points to the Company's Common equity Tier 1 capital at September 30, 2023.

Capital and other performance ratios for BOK Financial on a consolidated basis are presented in Table 22.

Table 22 – Capital and Performance Ratios

						Minimum Capital Requirement						Capital Conservation Buffer						Minimum Capital Requirement Including Capital Conservation Buffer						Sep. 30, 2023						June 30, 2023						Sep. 30, 2022
Capital:
Common equity Tier 1						4.50		%				2.50		%				7.00		%				12.06		%				12.13		%				11.80		%
Tier 1 capital						6.00		%				2.50		%				8.50		%				12.07		%				12.13		%				11.82		%
Total capital						8.00		%				2.50		%				10.50		%				13.16		%				13.24		%				12.81		%
Tier 1 Leverage						4.00		%				N/A						4.00		%				9.52		%				9.75		%				9.76		%
Average total equity to average assets																								9.95		%				10.32		%				10.58		%
Tangible common equity ratio1																								7.74		%				7.79		%				7.96		%
Adjusted common tangible equity ratio1																								7.35		%				7.49		%				7.66		%
Performance Ratios:
Return on average equity																								10.88		%				12.28		%				13.01		%
Return on average tangible common equity1																								14.08		%				15.86		%				17.04		%

1    See Explanation and Reconciliation of Non-GAAP Measures following.

Off-Balance Sheet Arrangements

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

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Explanation and Reconciliation of Non-GAAP Measures

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

Table 23 – Non-GAAP Measures

(Dollars in thousands)

						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Reconciliation of tangible common equity ratio and adjusted tangible common equity ratio:
Total shareholders' equity						$	4,814,019					$	4,863,854					$	4,874,786					$	4,682,649					$	4,509,934
Less: Goodwill and intangible assets, net						1,110,553						1,113,995						1,117,438						1,120,880						1,124,582
Tangible common equity						3,703,466						3,749,859						3,757,348						3,561,769						3,385,352
Add: Unrealized gain (loss) on investment securities, net						(246,395)						(189,152)						(140,947)						(167,477)						(165,206)
Add: Tax effect on unrealized gain (loss) on investment securities, net						57,949						44,486						33,149						39,196						38,665
Adjusted tangible common equity						$	3,515,020					$	3,605,193					$	3,649,550					$	3,433,488					$	3,258,811
Total assets						$	48,931,397					$	49,237,920					$	45,524,122					$	47,790,642					$	43,645,446
Less: Goodwill and intangible assets, net						1,110,553						1,113,995						1,117,438						1,120,880						1,124,582
Tangible assets						$	47,820,844					$	48,123,925					$	44,406,684					$	46,669,762					$	42,520,864
Tangible common equity ratio						7.74		%				7.79		%				8.46		%				7.63		%				7.96		%
Adjusted tangible common equity ratio						7.35		%				7.49		%				8.22		%				7.36		%				7.66		%
Reconciliation of return on average tangible common equity:
Total average shareholders' equity						$	4,902,119					$	4,941,352					$	4,837,567					$	4,613,929					$	4,771,123
Less: Average goodwill and intangible assets, net						1,112,217						1,115,652						1,119,123						1,122,680						1,126,440
Average tangible common equity						$	3,789,902					$	3,825,700					$	3,718,444					$	3,491,249					$	3,644,683
Net Income						$	134,495					$	151,308					$	162,368					$	168,429					$	156,510
Return on average tangible common equity						14.08		%				15.86		%				17.71		%				19.14		%				17.04		%
Reconciliation of pre-provision net revenue:
Net income before taxes						$	167,735					$	195,637					$	208,401					$	216,256					$	196,272
Provision for expected credit losses						7,000						17,000						16,000						15,000						15,000
Net income (loss) attributable to non-controlling interests						(16)						328						128						(37)						81
Pre-provision net revenue						$	174,751					$	212,309					$	224,273					$	231,293					$	211,191
Calculation of efficiency ratio:
Total other operating expense						$	324,313					$	318,673					$	305,812					$	318,456					$	294,751
Less: Amortization of intangible assets						3,474						3,474						3,391						3,736						3,943
Adjusted total other operating expense						$	320,839					$	315,199					$	302,421					$	314,720					$	290,808
Net interest revenue						$	300,896					$	322,261					$	352,348					$	352,626					$	316,325
Tax-equivalent adjustment						2,214						2,200						2,285						2,287						2,163
Tax-equivalent net interest revenue						303,110						324,461						354,633						354,913						318,488
Total other operating revenue						198,152						209,049						177,865						197,086						189,698
Less: Gain (loss) on available for sale securities, net						—						(3,010)						—						(3,988)						892
Adjusted revenue						$	501,262					$	536,520					$	532,498					$	555,987					$	507,294
Efficiency ratio						64.01		%				58.75		%				56.79		%				56.61		%				57.33		%

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						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Information on net interest revenue and net interest margin excluding trading activities:
Net interest revenue						$	300,896					$	322,261					$	352,348					$	352,626					$	316,325
Less: Trading activities net interest revenue						(7,343)						(3,461)						70						(860)						4,478
Net interest revenue excluding trading activities						$	308,239					$	325,722					$	352,278					$	353,486					$	311,847
Tax-equivalent adjustment						2,214						2,200						2,285						2,287						2,163
Tax-equivalent net interest revenue excluding trading activities						$	310,453					$	327,922					$	354,563					$	355,773					$	314,010
Average total earning assets						$	44,012,300					$	42,731,533					$	40,781,257					$	39,285,300					$	38,527,860
Less: Average trading activities interest-earning assets						5,444,587						4,274,803						3,031,969						3,086,985						3,178,068
Average interest-earning assets excluding trading activities						$	38,567,713					$	38,456,730					$	37,749,288					$	36,198,315					$	35,349,792
Net interest margin on average interest-earning assets						2.69		%				3.00		%				3.45		%				3.54		%				3.24		%
Net interest margin on average trading activities interest-earning assets						(0.49)		%				(0.34)		%				—		%				(0.12)		%				0.53		%
Net interest margin on average interest-earning assets excluding trading activities						3.14		%				3.36		%				3.72		%				3.84		%				3.49		%

Explanation of Non-GAAP Measures

The tangible common equity ratio and return on average tangible common equity are primarily based on total shareholders' equity, which includes unrealized gains and losses on available for sale securities, less intangible assets and equity that do not benefit common shareholders. The adjusted tangible common equity ratio also includes unrealized gains and losses on the investment portfolio. These measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from shareholders' equity and retain the effect of unrealized losses on securities and other components of accumulated other comprehensive income in shareholders' equity.

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

The efficiency ratio measures the Company's ability to use its assets and manage its liabilities effectively in the current period. Prior to the second quarter of 2023, the efficiency ratio did not exclude amortization of intangible assets and only included tax-equivalent net interest revenue and fees and commissions as part of total revenue. All prior periods were adjusted to conform with the current methodology.

Net interest revenue and net interest margin excluding trading activities remove the effect of trading activities on these metrics allowing management and investors to assess the performance of the Company's core lending and deposit activities without the associated volatility from trading activities.

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.

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The Asset/Liability Committee is responsible for managing market risk in accordance with policy limits established by the Board of Directors. The Committee monitors projected variation in net interest revenue, net income and economic value of equity due to specified changes in interest rates. These limits also set maximum levels for short-term borrowings, short-term assets, public funds and brokered deposits and establish minimum levels for unpledged assets, among other things. Further, the Board has 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 exposure to changes in interest rates over a twelve-month period within established policy limits. 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 6.5 percent. Management also reviews alternative rate changes and time periods.

The U.K. Financial Conduct Authority ("FCA") ceased publication of the principal tenors of the U.S. dollar London Interbank Offered Rate ("LIBOR") immediately following the final publication on June 30, 2023. The Company ceased production of new LIBOR-based exposure as of December 31, 2021 and now offers floating rate products in various alternative reference rates, with the majority of volume being observed thus far in term rate versions of the Secured Overnight Financing Rate ("SOFR"). Before the June 30, 2023 deadline, the Company mitigated its remaining LIBOR exposure, with any outstanding or committed exposure being proactively moved to an alternative rate or falling back per the terms of their contract or as per the LIBOR Act.

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

The interest rate sensitivity in Table 24 indicates management's estimation of the impact of rate changes on net interest revenue. Should deposit costs be 10 percent more sensitive to changes in rates, the variation in net interest revenue over the next twelve months would be (4.73) percent, or ($60.4 million) for the 200 basis point increase scenario. Alternatively, should deposit funding costs be 10 percent less sensitive to changes in rates, the variation in net interest revenue over the next twelve months would be (2.33) percent, or ($29.7 million) for the 200 basis point increase scenario.

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Table 24 – Interest Rate Sensitivity

(Dollars in thousands)

						Sep. 30, 2023																								June 30, 2023
						200 bp Increase						100 bp Increase						100 bp Decrease						200 bp Decrease						200 bp Increase						100 bp Increase						100 bp Decrease						200 bp Decrease
Anticipated impact over the next twelve months on net interest revenue						$	(45,100)					$	(16,700)					$	(15,900)					$	(17,700)					$	(22,800)					$	(1,100)					$	(32,000)					$	(49,700)
						(3.53)		%				(1.31)		%				(1.24)		%				(1.38)		%				(1.64)		%				(0.08)		%				(2.30)		%				(3.57)		%
Anticipated impact over months twelve through twenty-four						$	(50,600)					$	(13,500)					$	(68,000)					$	(108,000)					$	(13,800)					$	19,900					$	(100,200)					$	(171,700)
						(3.55)		%				(0.94)		%				(4.77)		%				(7.57)		%				(0.90)		%				1.30		%				(6.52)		%				(11.18)		%

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

(In thousands)

						Sep. 30, 2023												June 30, 2023
						Up 50 bp						Down 50 bp						Up 50 bp						Down 50 bp
MSR Asset						$	5,164					$	(6,738)					$	6,927					$	(8,919)
MSR Hedge						(6,672)						6,817						(8,116)						8,291
Net Exposure						(1,508)						79						(1,189)						(628)

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.

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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

(In thousands)

						Three Months Ended																																				Nine Months Ended September 30,
						Sep. 30, 2023												June 30, 2023																		2023												2022
						Up 50 bp						Down 50 bp						Up 50 bp						Down 50 bp																		Up 50 bp						Down 50 bp						Up 50 bp						Down 50 bp
Average1						$	(54)					$	(56)					$	(96)					$	(57)																	$	(76)					$	(43)					$	(77)					$	(226)
Low2						49						12						—						52																		49						61						381						91
High3						(153)						(115)						(158)						(168)																		(186)						(168)						(402)						(779)
Period End						(7)						(41)						(88)						(99)																		(7)						(41)						(8)						(115)

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 enters into trading activities both as an intermediary for customers and for its own account. As an intermediary, we take positions in securities, generally residential mortgage-backed securities, government agency securities and municipal bonds. These securities are purchased for resale to customers, which include individuals, corporations, foundations and financial institutions. On a limited basis, we may also take trading positions in U.S. Treasury securities, residential mortgage-backed securities, and municipal bonds to enhance returns on securities portfolios. Both of these activities involve interest rate risk, liquidity risk and price risk.

A variety of methods are used to monitor and manage the market risk of trading activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and position limits for each trading activity. Risk management tools include Value at Risk ("VaR"), stress testing and sensitivity analysis. Economic hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs. Basis risk can result when trading asset values and the instruments used to hedge them move at different rates.

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

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

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

The trading portfolio's VaR and Stressed VaR profiles are influenced by a variety of factors, including the size and composition of the portfolio, market volatility, and the correlation between different positions. A portfolio of trading positions is typically less risky than the sum of the risk from each of the individual sub-portfolios because, under normal market conditions, risk within each category partially offsets the exposure to other risk categories. Table 27 below summarizes certain VaR and Stressed VaR based measures for the three months ended September 30, 2023, June 30, 2023, September 30, 2022 and June 30, 2022.

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Table 27 – VaR and SVaR Measures

(In thousands)

						Three Months Ended																																	Three Months Ended
						Sep. 30, 2023												June 30, 2023															Sep. 30, 2022												June 30, 2022
						10 day 99% VaR						10 day 99% SVaR						10 day 99% VaR						10 day 99% SVaR															10 day 99% VaR						10 day 99% SVaR						10 day 99% VaR						10 day 99% SVaR
Average1						$	5,954					$	6,118					$	4,429					$	7,239														$	2,644					$	7,555					$	6,070					$	12,619
Low						3,893						4,027						3,046						4,171															1,044						4,051						2,612						5,820
High						9,312						9,312						7,913						14,861															5,930						14,030						11,583						25,184
Period End						6,455						6,455						5,863						5,863															1,584						5,478						3,386						8,220

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

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

Limit Structure

Beyond VaR and SVaR described above, Management also performs a sensitivity analysis to measure market risk from changes in interest rates on its trading portfolio. Applicable interest rates are shocked up and down 50 basis points, calculating 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 28 – Trading Sensitivity Analysis

(In thousands)

						Three Months Ended																																				Nine Months Ended September 30,
						Sep. 30, 2023												June 30, 2023																		2023												2022
						Up 50 bp						Down 50 bp						Up 50 bp						Down 50 bp																		Up 50 bp						Down 50 bp						Up 50 bp						Down 50 bp
Average1						$	(3,644)					$	4,517					$	(602)					$	1,452																	$	(1,169)					$	1,810					$	571					$	750
Low2						620						8,955						4,279						6,202																		4,513						8,955						8,643						12,277
High3						(8,223)						573						(4,758)						(3,445)																		(8,223)						(4,538)						(11,253)						(6,325)
Period End						(4,745)						4,983						(3,693)						4,886																		(4,745)						4,983						983						(504)

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.

Model Risk Management

BOK Financial has an internal independent Model Risk Management staff that validates models to verify they are conceptually sound, computationally accurate, are performing as expected, and are in line with their intended use. Model Risk Management staff also enforces the Company's model risk governance program that defines roles and responsibilities, including the authority to levy findings requiring remediation and to restrict model usage.

Model Validation

Model validation staff maintain independence from both the developers and users of the models. Models are validated through an evaluation process that assesses the data, theory, implementation, outcomes, and governance of each scenario. Each model receives a model risk score, which determines the frequency and scope of validation activities. Validations comprise an assessment of model performance as well as a model's potential limitations given its particular assumptions or weaknesses. Based on the results of the review, the team determines whether the use case for the model is appropriate. The ultimate validation results may require remediation actions from the business line. Model validation results are communicated with one of the following three outcomes: "Approved for use," "Approved with findings," or "Unapproved."

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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 reports, 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, and the economy generally 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 changes in commodity prices, interest rates and interest rate relationships, inflation, demand for products and services, the degree of competition by traditional and nontraditional competitors, changes in banking regulations, tax laws, prices, levies and assessments, the impact of technological advances, and trends in customer behavior as well as their ability to repay loans. BOK Financial and its affiliates undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

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

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

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Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)						Three Months Ended												Nine Months Ended
						September 30,												September 30,
Interest revenue						2023						2022						2023						2022
Loans						$	425,662					$	264,350					$	1,192,714					$	646,738
Residential mortgage loans held for sale						1,234						1,684						3,305						4,637
Trading securities						65,221						22,720						147,051						86,653
Investment securities						8,276						9,108						25,790						14,947
Available for sale securities						99,124						58,779						282,449						175,383
Fair value option securities						552						286						7,561						1,214
Restricted equity securities						8,776						2,703						21,013						5,194
Interest-bearing cash and cash equivalents						8,199						3,520						24,257						5,730
Total interest revenue						617,044						363,150						1,704,140						940,496
Interest expense
Deposits						184,808						34,715						416,748						56,175
Borrowed funds						129,019						10,433						305,278						21,115
Subordinated debentures						2,321						1,677						6,609						4,452
Total interest expense						316,148						46,825						728,635						81,742
Net interest revenue						300,896						316,325						975,505						858,754
Provision for credit losses						7,000						15,000						40,000						15,000
Net interest revenue after provision for credit losses						293,896						301,325						935,505						843,754
Other operating revenue
Brokerage and trading revenue						62,312						61,006						179,714						77,970
Transaction card revenue						26,387						25,974						78,011						77,130
Fiduciary and asset management revenue						52,256						50,190						155,910						146,427
Deposit service charges and fees						27,676						28,703						80,744						84,207
Mortgage banking revenue						13,356						11,282						42,864						39,300
Other revenue						15,865						15,479						47,085						38,608
Total fees and commissions						197,852						192,634						584,328						463,642
Other gains (losses), net						1,474						979						16,343						(8,304)
Loss on derivatives, net						(9,010)						(17,009)						(18,513)						(77,559)
Loss on fair value option securities, net						(203)						(4,368)						(5,323)						(17,790)
Change in fair value of mortgage servicing rights						8,039						16,570						11,241						83,165
Gain (loss) on available for sale securities, net						—						892						(3,010)						3,017
Total other operating revenue						198,152						189,698						585,066						446,171
Other operating expense
Personnel						190,791						170,348						563,588						484,499
Business promotion						6,958						6,127						23,167						18,965
Charitable contributions to BOKF Foundation						23						—						1,165						—
Professional fees and services						13,224						14,089						39,049						37,977
Net occupancy and equipment						32,583						29,296						91,147						87,640
Insurance						7,996						4,306						22,285						13,317
Data processing and communications						45,672						41,743						135,781						122,859
Printing, postage and supplies						3,760						4,349						11,381						11,967
Amortization of intangible assets						3,474						3,943						10,339						11,956
Mortgage banking costs						8,357						9,504						22,439						26,818
Other expense						11,475						11,046						28,457						30,026
Total other operating expense						324,313						294,751						948,798						846,024
Net income before taxes						167,735						196,272						571,773						443,901
Federal and state income taxes						33,256						39,681						123,162						92,000
Net income						134,479						156,591						448,611						351,901
Net income (loss) attributable to non-controlling interests						(16)						81						440						57
Net income attributable to BOK Financial Corporation shareholders						$	134,495					$	156,510					$	448,171					$	351,844
Earnings per share:
Basic						$	2.04					$	2.32					$	6.74					$	5.18
Diluted						$	2.04					$	2.32					$	6.74					$	5.18
Average shares used in computation:
Basic						65,548,307						67,003,199						65,955,294						67,409,789
Diluted						65,548,307						67,004,623						65,955,294						67,411,222
Dividends declared per share						$	0.54					$	0.53					$	1.62					$	1.59

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except share and per share data)
						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2023						2022						2023						2022
Net income						$	134,479					$	156,591					$	448,611					$	351,901
Other comprehensive income (loss) before income taxes:
Net change in unrealized gain (loss)						(135,614)						(412,084)						(171,977)						(1,293,661)
Reclassification adjustments included in earnings:
Interest revenue, Investment securities						14,912						21,675						46,996						24,130
Operating expense, Personnel						—						(3,483)						—						(3,483)
Loss (gain) on available for sale securities, net						—						(892)						3,010						(3,017)
Other comprehensive income (loss) before income taxes						(120,702)						(394,784)						(121,971)						(1,276,031)
Federal and state income taxes						(28,389)						(92,467)						(29,941)						(298,715)
Other comprehensive income (loss), net of income taxes						(92,313)						(302,317)						(92,030)						(977,316)
Comprehensive income (loss)						42,166						(145,726)						356,581						(625,415)
Comprehensive income (loss) attributable to non-controlling interests						(16)						81						440						57
Comprehensive income (loss) attributable to BOK Financial Corp. shareholders						$	42,182					$	(145,807)					$	356,141					$	(625,472)

See accompanying notes to consolidated financial statements.

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Consolidated Balance Sheets

(In thousands, except share data)

						Sep. 30, 2023						Dec. 31, 2022
						(Unaudited)						(Footnote 1)
Assets
Cash and due from banks						$	854,161					$	943,810
Interest-bearing cash and cash equivalents						520,774						457,906
Trading securities						4,748,101						4,464,161
Investment securities, net of allowance (fair value: September 30, 2023 – $2,052,367; December 31, 2022 – $2,346,768)						2,298,418						2,513,687
Available for sale securities						11,906,647						11,493,860
Fair value option securities						20,215						296,590
Restricted equity securities						435,112						299,651
Residential mortgage loans held for sale						72,489						75,272
Loans						23,724,018						22,557,150
Allowance for loan losses						(272,114)						(235,704)
Loans, net of allowance						23,451,904						22,321,446
Premises and equipment, net						616,439						565,175
Receivables						255,164						273,815
Goodwill						1,044,749						1,044,749
Intangible assets, net						65,804						76,131
Mortgage servicing rights						311,382						277,608
Real estate and other repossessed assets, net of allowance (September 30, 2023 – $4,247; December 31, 2022 – $10,115)						3,753						14,304
Derivative contracts, net						546,109						880,343
Cash surrender value of bank-owned life insurance						406,623						406,751
Receivable on unsettled securities sales						28,707						31,004
Other assets						1,344,846						1,354,379
Total assets						$	48,931,397					$	47,790,642
Liabilities and Equity
Liabilities:
Non-interest bearing demand deposits						$	9,974,223					$	13,395,337
Interest-bearing deposits:
Transaction						19,897,179						18,659,115
Savings						853,933						964,411
Time						2,927,217						1,461,842
Total deposits						33,652,552						34,480,705
Funds purchased and repurchase agreements						2,722,998						2,270,377
Other borrowings						6,201,644						4,736,908
Subordinated debentures						131,152						131,205
Accrued interest, taxes and expense						244,105						296,870
Derivative contracts, net						403,947						554,900
Due on unsettled securities purchases						235,473						147,470
Other liabilities						522,318						484,849
Total liabilities						44,114,189						43,103,284
Shareholders' equity:
Common stock ($0.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: September 30, 2023 – 76,588,230; December 31, 2022 – 76,423,345)						5						5
Capital surplus						1,404,668						1,390,395
Retained earnings						5,164,597						4,824,164
Treasury stock (shares at cost: September 30, 2023 – 10,923,390; December 31, 2022 – 9,464,711)						(826,266)						(694,960)
Accumulated other comprehensive income (loss)						(928,985)						(836,955)
Total shareholders' equity						4,814,019						4,682,649
Non-controlling interests						3,189						4,709
Total equity						4,817,208						4,687,358
Total liabilities and equity						$	48,931,397					$	47,790,642

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Changes in Equity (Unaudited)

(In thousands)

						Common Stock												Capital Surplus						Retained Earnings						Treasury Stock												Accumulated Other Comprehensive Income (Loss)						Total Shareholders' Equity						Non- Controlling Interests						Total Equity
						Shares						Amount																		Shares						Amount
Balance, June 30, 2023						76,592						$	5					$	1,401,509					$	5,065,733					10,223						$	(766,721)					$	(836,672)					$	4,863,854					$	3,543					$	4,867,397
Net income (loss)						—						—						—						134,495						—						—						—						134,495						(16)						134,479
Other comprehensive loss						—						—						—						—						—						—						(92,313)						(92,313)						—						(92,313)
Repurchase of common stock						—						—						—						—						700						(59,545)						—						(59,545)						—						(59,545)
Share-based compensation plans:
Non-vested shares awarded,      net						(4)						—						—						—						—						—						—						—						—						—
Vesting of non-vested      shares						—						—						—						—						—						—						—						—						—						—
Share-based compensation						—						—						3,159						—						—						—						—						3,159						—						3,159
Cash dividends on common      stock						—						—						—						(35,631)						—						—						—						(35,631)						—						(35,631)
Capital calls and distributions,      net						—						—						—						—						—						—						—						—						(338)						(338)
Balance, September 30, 2023						76,588						$	5					$	1,404,668					$	5,164,597					10,923						$	(826,266)					$	(928,985)					$	4,814,019					$	3,189					$	4,817,208
Balance, December 31, 2022						76,423						$	5					$	1,390,395					$	4,824,164					9,465						$	(694,960)					$	(836,955)					$	4,682,649					$	4,709					$	4,687,358
Net income (loss)						—						—						—						448,171						—						—						—						448,171						440						448,611
Other comprehensive loss						—						—						—						—						—						—						(92,030)						(92,030)						—						(92,030)
Repurchase of common stock						—						—						—						—						1,413						(126,611)						—						(126,611)						—						(126,611)
Share-based compensation      plans:
Non-vested shares awarded,      net						165						—						—						—						—						—						—						—						—						—
Vesting of non-vested      shares						—						—						—						—						45						(4,695)						—						(4,695)						—						(4,695)
Share-based compensation						—						—						14,273						—						—						—						—						14,273						—						14,273
Cash dividends on common      stock						—						—						—						(107,738)						—						—						—						(107,738)						—						(107,738)
Capital calls and distributions,      net						—						—						—						—						—						—						—						—						(1,960)						(1,960)
Balance, September 30, 2023						76,588						$	5					$	1,404,668					$	5,164,597					10,923						$	(826,266)					$	(928,985)					$	4,814,019					$	3,189					$	4,817,208

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						Common Stock												Capital Surplus						Retained Earnings						Treasury Stock												Accumulated Other Comprehensive Income (Loss)						Total Shareholders' Equity						Non- Controlling Interests						Total Equity
						Shares						Amount																		Shares						Amount
Balance, June 30, 2022						76,408						$	5					$	1,381,676					$	4,570,837					8,602						$	(612,551)					$	(602,628)					$	4,737,339					$	4,203					$	4,741,542
Net income (loss)						—						—						—						156,510						—						—						—						156,510						81						156,591
Other comprehensive loss						—						—						—						—						—						—						(302,317)						(302,317)						—						(302,317)
Repurchase of common stock						—						—						—						—						548						(49,980)						—						(49,980)						—						(49,980)
Share-based compensation      plans:
Stock options exercised						—						—						—						—						—						—						—						—						—						—
Non-vested shares awarded,      net						(3)						—						—						—						—						—						—						—						—						—
Vesting of non-vested      shares						—						—						—						—						—						—						—						—						—						—
Share-based compensation						—						—						3,805						—						—						—						—						3,805						—						3,805
Cash dividends on common      stock						—						—						—						(35,423)						—						—						—						(35,423)						—						(35,423)
Capital calls and distributions,      net						—						—						—						—						—						—						—						—						90						90
Balance, September 30, 2022						76,405						$	5					$	1,385,481					$	4,691,924					9,150						$	(662,531)					$	(904,945)					$	4,509,934					$	4,374					$	4,514,308
Balance, December 31, 2021						76,254						$	5					$	1,378,794					$	4,447,691					7,786						$	(535,129)					$	72,371					$	5,363,732					$	4,639					$	5,368,371
Net income (loss)						—						—						—						351,844						—						—						—						351,844						57						351,901
Other comprehensive loss						—						—						—						—						—						—						(977,316)						(977,316)						—						(977,316)
Repurchase of common stock						—						—						—						—						1,318						(122,458)						—						(122,458)						—						(122,458)
Share-based compensation      plans:
Stock options exercised						1						—						37						—						—						—						—						37						—						37
Non-vested shares awarded,      net						150						—						—						—						—						—						—						—						—						—
Vesting of non-vested      shares						—						—						—						—						46						(4,944)						—						(4,944)						—						(4,944)
Share-based compensation						—						—						6,650						—						—						—						—						6,650						—						6,650
Cash dividends on common      stock						—						—						—						(107,611)						—						—						—						(107,611)						—						(107,611)
Capital calls and distributions,      net						—						—						—						—						—						—						—						—						(322)						(322)
Balance, September 30, 2022						76,405						$	5					$	1,385,481					$	4,691,924					9,150						$	(662,531)					$	(904,945)					$	4,509,934					$	4,374					$	4,514,308

See accompanying notes to consolidated financial statements.

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Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

						Nine Months Ended
						September 30,
						2023						2022
Cash Flows From Operating Activities:
Net income						$	448,611					$	351,901
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses						40,000						15,000
Change in fair value of mortgage servicing rights due to market assumption changes						(11,241)						(83,165)
Change in the fair value of mortgage servicing rights due to principal payments						21,031						24,277
Net unrealized (gains) losses from derivative contracts						(55,127)						(31,677)
Share-based compensation						14,273						6,650
Depreciation and amortization						81,002						80,215
Net amortization of discounts and premiums						(14,216)						8,676
Net losses (gains) on financial instruments and other losses (gains), net						(12,702)						5,285
Net loss (gain) on mortgage loans held for sale						4,306						795
Mortgage loans originated for sale						(527,136)						(1,039,313)
Proceeds from sale of mortgage loans held for sale						527,115						1,085,632
Capitalized mortgage servicing rights						(9,757)						(15,810)
Change in trading and fair value option securities						(7,477)						6,951,932
Change in receivables						14,079						41,705
Change in other assets						74,107						9,899
Change in other liabilities						(58,926)						(68,084)
Net cash provided by (used in) operating activities						527,942						7,343,918
Cash Flows From Investing Activities:
Proceeds from maturities or redemptions of investment securities						214,869						100,418
Proceeds from maturities or redemptions of available for sale securities						1,134,602						1,827,825
Purchases of investment securities						(2,504)						(10,000)
Purchases of available for sale securities						(1,843,827)						(2,716,590)
Proceeds from sales of available for sale securities						135,489						242,135
Change in amount receivable on unsettled available for sale securities transactions						7,471						(11,348)
Loans originated, net of principal collected						(1,168,401)						(1,572,461)
Net payments on derivative asset contracts						143,543						(35,198)
Net change in restricted equity securities						(135,461)						(17,243)
Proceeds from disposition of assets						36,993						17,759
Purchases of assets						(128,902)						(151,320)
Net cash provided by (used in) investing activities						(1,606,128)						(2,326,023)
Cash Flows From Financing Activities:
Net change in demand deposits, transaction deposits and savings accounts						(2,293,528)						(4,580,959)
Net change in time deposits						1,465,375						(245,185)
Net change in other borrowed funds						1,906,678						(1,528,634)
Net proceeds on derivative liability contracts						(153,692)						15,215
Net change in derivative margin accounts						312,397						271,418
Change in amount due on unsettled available for sale securities transactions						53,219						56,725
Issuance of common and treasury stock, net						(4,695)						(4,907)
Repurchase of common stock						(126,611)						(122,458)
Dividends paid						(107,738)						(107,611)
Net cash provided by (used in) financing activities						1,051,405						(6,246,396)
Net increase (decrease) in cash and cash equivalents						(26,781)						(1,228,501)
Cash and cash equivalents at beginning of period						1,401,716						2,837,410
Cash and cash equivalents at end of period						$	1,374,935					$	1,608,909
Supplemental Cash Flow Information:
Cash paid for interest						$	706,011					$	80,759
Cash paid for taxes						$	156,092					$	67,147
Net loans and bank premises transferred to repossessed real estate and other assets						$	367					$	12,314
Transfer of available for sale securities to investment securities						$	—					$	2,454,273
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period						$	10,679					$	27,317
Conveyance of other real estate owned guaranteed by U.S. government agencies						$	4,007					$	5,882
Right-of-use assets obtained in exchange for operating lease liabilities						$	65,241					$	21,198

See accompanying notes to consolidated financial statements.

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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 2022 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2022 have been derived from the audited financial statements included in BOK Financial's 2022 Form 10-K but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the nine-month period ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board ("FASB")

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

On March 31, 2022, the FASB issued ASU 2022-02 which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310-40, while also no longer requiring an entity to consider renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses. For receivables for which there has been a modification in their contractual cash flows, ASU 2022-02 requires disclosure, by class of financing receivable, of the types of modifications, the financial effects of those modifications, and the performance of these modified receivables, along with receivables that had a payment default during the current period and had modifications to the contractual cash flows within 12 months prior to the default. Further, ASU 2022-02 requires entities to disclose gross write-offs recorded in the current period by year of origination in the vintage disclosures on a year-to-date basis. ASU 2022-02 was effective for the Company January 1, 2023. Amendments related to TDR recognition and measurement and vintage disclosures were applied prospectively and are included in Note 4 to the consolidated financial statements. Adoption of this standard did not have a material effect on the Company's financial condition or results of operations.

FASB Accounting Standards Update No. 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01")

On March 27, 2023, the FASB issued ASU 2023-01 which, in part, amends the accounting for leasehold improvement in common-control arrangements. Under previous guidance, a lessee is generally required to amortize leasehold improvements that it owns over the shorter of the useful life of those improvements or the lease term. However, due to the nature of leasehold improvements made under leases between entities under common control, ASU 2023-01 requires a lessee in a common-control arrangement to amortize such leasehold improvements that it owns over the improvements' useful life to the common control group, regardless of the lease term. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of ASU 2023-01 is not expected to have a material impact on the Company's financial statements.

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FASB Accounting Standards Update No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method ("ASU 2023-02")

On March 29, 2023, the FASB issued ASU 2023-02 which amends previous guidance to allow entities to account for qualifying tax equity investments using the proportional amortization method regardless of the program giving rise to the related income tax credits, as opposed to only being allowed to apply this method to qualifying tax equity investments in low-income housing tax credit structures as was the case under previous guidance. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. On June 30, 2023, the Company early adopted ASU 2023-02 as of January 1, 2023 using the modified retrospective approach, which did not have a material impact on the Company's financial statements. The Company transitioned from the equity method of accounting and began applying the proportional amortization method of accounting to its qualifying new markets tax credit and historic tax credit investments in addition to its low income housing tax credit partnerships already subject to the proportional amortization method.

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(2) Securities

Trading Securities

 

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

 

						September 30, 2023												December 31, 2022
						Fair Value						Net Unrealized Gain (Loss)						Fair Value						Net Unrealized Gain (Loss)
U.S. government securities						$	18,843					$	8					$	9,823					$	(16)
Residential agency mortgage-backed securities						4,653,161						(107,212)						4,406,848						4
Municipal securities						51,998						(1,175)						21,484						(136)
Other trading securities						24,099						120						26,006						(175)
Total trading securities						$	4,748,101					$	(108,259)					$	4,464,161					$	(323)

Investment Securities

 

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

						September 30, 2023
						Amortized						Carrying						Fair						Gross Unrealized
						Cost						Value1						Value						Gain						Loss
Municipal securities						$	121,003					$	121,003					$	122,695					$	2,882					$	(1,190)
Mortgage-backed securities:
Residential agency						2,322,710						2,146,133						1,901,143						95						(245,085)
Commercial agency						17,258						15,838						14,371						—						(1,467)
Other debt securities						15,788						15,788						14,158						—						(1,630)
Total investment securities						2,476,759						2,298,762						2,052,367						2,977						(249,372)
Allowance for credit losses						(344)						(344)						—						—						—
Investment securities, net of allowance						$	2,476,415					$	2,298,418					$	2,052,367					$	2,977					$	(249,372)

1    Carrying value includes $178 million of net unrealized loss which remains in Accumulated other comprehensive income ("AOCI") in the Consolidated Balance Sheets related to certain securities transferred during the second quarter of 2022 from the Available for Sale securities portfolio to the Investment securities portfolio.

						December 31, 2022
						Amortized						Carrying						Fair						Gross Unrealized
						Cost						Value1						Value						Gain						Loss
Municipal securities						$	170,629					$	170,629					$	176,621					$	6,456					$	(464)
Mortgage-backed securities:
Residential agency						2,538,565						2,315,219						2,143,360						155						(172,014)
Commercial agency						17,259						15,609						14,588						—						(1,021)
Other debt securities						12,788						12,788						12,199						—						(589)
Total investment securities						2,739,241						2,514,245						2,346,768						6,611						(174,088)
Allowance for credit losses						(558)						(558)						—						—						—
Investment securities, net of allowance						$	2,738,683					$	2,513,687					$	2,346,768					$	6,611					$	(174,088)

1    Carrying value includes $225 million of net unrealized loss which remains in AOCI in the Consolidated Balance Sheets related to certain securities transferred during the second quarter of 2022 from the Available for Sale securities portfolio to the Investment securities portfolio.

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The amortized cost and fair values of investment securities at September 30, 2023, 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:
Carrying value						$	17,756					$	100,534					$	34,326					$	13					$	152,629					3.53
Fair value						17,804						102,168						31,239						13						151,224
Residential mortgage-backed securities:
Carrying value																														$	2,146,133					2
Fair value																														1,901,143
Total investment securities:
Carrying value																														$	2,298,762
Fair value																														2,052,367

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

2The average expected lives of residential mortgage-backed securities were 5.3 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities

(dollars in thousands):

						September 30, 2023
						Number of Securities						Less Than 12 Months												12 Months or Longer												Total
												Fair Value						Unrealized Loss						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
Investment:
Municipal securities						59						$	28,962					$	601					$	6,200					$	589					$	35,162					$	1,190
Mortgage-backed securities:
Residential agency						116						—						—						1,900,066						245,085						1,900,066						245,085
Commercial agency						2						—						—						14,371						1,467						14,371						1,467
Other debt securities						3						—						—						8,645						1,630						8,645						1,630
Total investment securities						180						$	28,962					$	601					$	1,929,282					$	248,771					$	1,958,244					$	249,372

						December 31, 2022
						Number of Securities						Less Than 12 Months												12 Months or Longer												Total
												Fair Value						Unrealized Loss						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
Investment:
Municipal securities						22						$	18,037					$	406					$	544					$	58					$	18,581					$	464
Mortgage-backed securities:
Residential agency						116						2,142,114						172,014						—						—						2,142,114						172,014
Commercial agency						2						14,588						1,021						—						—						14,588						1,021
Other debt securities						3						9,428						571						257						18						9,685						589
Total investment securities						143						$	2,184,167					$	174,012					$	801					$	76					$	2,184,968					$	174,088

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Available for Sale Securities 

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

						September 30, 2023
						Amortized						Fair						Gross Unrealized
						Cost						Value						Gain						Loss
U.S. Treasury						$	1,000					$	897					$	—					$	(103)
Municipal securities						545,940						488,269						—						(57,671)
Mortgage-backed securities:
Residential agency						6,686,602						6,216,955						162						(469,809)
Residential non-agency						774,074						715,806						9,830						(68,098)
Commercial agency						4,933,051						4,484,247						37						(448,841)
Other debt securities						500						473						—						(27)
Total available for sale securities						$	12,941,167					$	11,906,647					$	10,029					$	(1,044,549)

						December 31, 2022
						Amortized						Fair						Gross Unrealized
						Cost						Value						Gain						Loss
U.S. Treasury						$	1,000					$	898					$	—					$	(102)
Municipal securities						687,875						624,500						321						(63,696)
Mortgage-backed securities:
Residential agency						6,161,358						5,814,496						13,085						(359,947)
Residential non-agency						616,423						577,576						11,776						(50,623)
Commercial agency						4,892,257						4,475,917						3,479						(419,819)
Other debt securities						500						473						—						(27)
Total available for sale securities						$	12,359,413					$	11,493,860					$	28,661					$	(894,214)

The amortized cost and fair values of available for sale securities at September 30, 2023, 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			$	347,874					$	3,048,923					$	1,554,983					$	528,711					$	5,480,491					5.58
Fair value			341,476						2,759,574						1,382,272						490,564						4,973,886
Residential mortgage-backed securities:
Amortized cost																											$	7,460,676					2
Fair value																											6,932,761
Total available for sale securities:
Amortized cost																											$	12,941,167
Fair value																											11,906,647

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

2The average expected lives of residential mortgage-backed securities were 4.4 years based upon current prepayment assumptions.

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Proceeds			$	—					$	30,834					$	135,489					$	242,135
Gross realized gains			—						1,116						703						4,510
Gross realized losses			—						(224)						(3,713)						(1,493)
Related federal and state income tax expense (benefit)			—						209						(708)						706

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 September 30, 2023 and $11.2 billion at December 31, 2022. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available for Sale Securities

(Dollars in thousands)

						September 30, 2023
						Number of Securities						Less Than 12 Months												12 Months or Longer												Total
												Fair Value						Unrealized Loss						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
Available for sale:
U.S. Treasury						1						$	—					$	—					$	897					$	103					$	897					$	103
Municipal securities						191						7,688						606						480,582						57,065						488,270						57,671
Mortgage-backed securities:
Residential agency						752						2,276,744						55,455						3,879,833						414,354						6,156,577						469,809
Residential non-agency						39						269,254						7,317						431,379						60,781						700,633						68,098
Commercial agency						302						821,238						20,920						3,622,841						427,921						4,444,079						448,841
Other debt securities						1						—						—						473						27						473						27
Total available for sale securities						1,286						$	3,374,924					$	84,298					$	8,416,005					$	960,251					$	11,790,929					$	1,044,549

						December 31, 2022
						Number of Securities						Less Than 12 Months												12 Months or Longer												Total
												Fair Value						Unrealized Loss						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
Available for sale:
U.S. Treasury						1						$	—					$	—					$	899					$	102					$	899					$	102
Municipal securities						227						146,634						5,301						428,248						58,395						574,882						63,696
Mortgage-backed securities:
Residential agency						613						3,879,582						256,973						863,732						102,974						4,743,314						359,947
Residential non-agency						26						499,716						50,623						—						—						499,716						50,623
Commercial agency						285						1,647,778						63,701						2,535,816						356,118						4,183,594						419,819
Other debt securities						1						—						—						473						27						473						27
Total available for sale securities						1,153						$	6,173,710					$	376,598					$	3,829,168					$	517,616					$	10,002,878					$	894,214

Based on evaluations of impaired securities as of September 30, 2023, 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.

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Fair Value Option Securities

 

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

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

September 30, 2023

December 31, 2022

Fair Value

Net Unrealized Gain (Loss)

Fair Value

Net Unrealized Gain (Loss)

Residential agency mortgage-backed securities

20,215

(2,436)

296,590

338

(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 reduce 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.

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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.

The following table summarizes the fair values of derivative contracts recorded as "derivative contracts" assets and liabilities in the balance sheet at September 30, 2023 (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						$	2,763,185					$	160,856					$	—					$	160,856					$	(160,548)					$	308
Energy contracts						8,617,592						972,109						(607,483)						364,626						(34,399)						330,227
Foreign exchange contracts						70,676						68,262						—						68,262						(2,086)						66,176
Equity option contracts						5,524						47						—						47						(47)						—
Total customer risk management programs						11,456,977						1,201,274						(607,483)						593,791						(197,080)						396,711
Trading						24,569,954						234,809						(85,411)						149,398						—						149,398
Internal risk management programs						—						—						—						—						—						—
Total derivative contracts						$	36,026,931					$	1,436,083					$	(692,894)					$	743,189					$	(197,080)					$	546,109
						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						$	2,763,185					$	160,869					$	—					$	160,869					$	—					$	160,869
Energy contracts						8,941,634						966,583						(607,483)						359,100						(242,133)						116,967
Foreign exchange contracts						64,921						62,306						—						62,306						—						62,306
Equity option contracts						5,524						47						—						47						—						47
Total customer risk management programs						11,775,264						1,189,805						(607,483)						582,322						(242,133)						340,189
Trading						18,778,554						150,983						(85,412)						65,571						(6,138)						59,433
Internal risk management programs						295,000						4,325						—						4,325						—						4,325
Total derivative contracts						$	30,848,818					$	1,345,113					$	(692,895)					$	652,218					$	(248,271)					$	403,947

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, 2022 (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						$	2,629,318					$	158,825					$	—					$	158,825					$	(114,955)					$	43,870
Energy contracts						7,918,020						1,232,283						(594,543)						637,740						(67,024)						570,716
Foreign exchange contracts						219,791						216,569						—						216,569						—						216,569
Equity option contracts						21,102						193						—						193						(109)						84
Total customer risk management programs						10,788,231						1,607,870						(594,543)						1,013,327						(182,088)						831,239
Trading						17,400,037						126,910						(74,647)						52,263						(4,646)						47,617
Internal risk management programs						85,000						1,500						(13)						1,487						—						1,487
Total derivative contracts						$	28,273,268					$	1,736,280					$	(669,203)					$	1,067,077					$	(186,734)					$	880,343
						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						$	2,629,122					$	158,816					$	—					$	158,816					$	—					$	158,816
Energy contracts						8,696,060						1,242,058						(594,543)						647,515						(484,319)						163,196
Foreign exchange contracts						214,855						211,233						—						211,233						(7)						211,226
Equity option contracts						21,102						193						—						193						—						193
Total customer risk management programs						11,561,139						1,612,300						(594,543)						1,017,757						(484,326)						533,431
Trading						14,038,906						94,958						(74,647)						20,311						(423)						19,888
Internal risk management programs						178,806						1,594						(13)						1,581						—						1,581
Total derivative contracts						$	25,778,851					$	1,708,852					$	(669,203)					$	1,039,649					$	(484,749)					$	554,900

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
						September 30, 2023												September 30, 2022
						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						$	800					$	—					$	2,677					$	—
Energy contracts						5,994						—						10,386						—
Foreign exchange contracts						61						—						116						—
Equity option contracts						—						—						—						—
Total customer risk management programs						6,855						—						13,179						—
Trading1						21,511						—						52,373						—
Internal risk management programs						—						(9,010)						—						(17,009)
Total derivative contracts						$	28,366					$	(9,010)					$	65,552					$	(17,009)

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

						Nine Months Ended
						September 30, 2023												September 30, 2022
						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						4,909						—						9,958						—
Energy contracts						23,797						—						26,870						—
Foreign exchange contracts						145						—						422						—
Equity option contracts						—						—						—						—
Total customer risk management programs						28,851						—						37,250						—
Trading1						22,590						—						68,071						—
Internal risk management programs						—						(18,513)						—						(77,559)
Total derivative contracts						$	51,441					$	(18,513)					$	105,321					$	(77,559)

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

(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.

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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.

Modifications of loans to existing borrowers generally consist of interest rate reductions, extension of payment terms, or a combination of these. Modifications may arise either voluntarily through negotiations with the borrower or involuntarily through court order. Payment deferrals up to six months are generally considered to be short-term modifications. Generally, principal and accrued but unpaid interest is not voluntarily forgiven. A change to the allowance for credit losses is generally not recorded upon modification because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance methodology.

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

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

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

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

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

						September 30, 2023																								December 31, 2022
						Fixed Rate						Variable Rate						Non-accrual						Total						Fixed Rate						Variable Rate						Non-accrual						Total
Commercial						$	3,536,353					$	11,112,788					$	70,698					$	14,719,839					$	3,392,422					$	10,759,780					$	60,297					$	14,212,499
Commercial real estate						848,042						4,385,840						7,418						5,241,300						874,716						3,715,491						16,570						4,606,777
Loans to individuals						2,229,750						1,491,660						41,469						3,762,879						2,099,165						1,593,779						44,930						3,737,874
Total						$	6,614,145					$	16,990,288					$	119,585					$	23,724,018					$	6,366,303					$	16,069,050					$	121,797					$	22,557,150

Credit Commitments

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At September 30, 2023, outstanding commitments totaled $14.4 billion. Because some commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. BOK Financial uses the same credit policies in making commitments as it does loans.

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

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Because the credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan commitments, BOK Financial uses the same credit policies in evaluating the creditworthiness of the customer. Additionally, BOK Financial uses the same evaluation process in obtaining collateral on standby letters of credit as it does for loan commitments. The term of these standby letters of credit is defined in each commitment and typically corresponds with the underlying loan commitment. At September 30, 2023, outstanding standby letters of credit totaled $760 million. 

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

The allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments represent the portion of the amortized cost basis of loans that we do not expect to collect over the asset's contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. The appropriateness of the allowance for credit losses, including industry and product adjustments, is assessed quarterly by a senior management Allowance Committee. This review is based on an ongoing 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 loan's initial effective interest rate or the fair value of collateral for certain collateral dependent loans. For a non-collateral dependent loan, the specific allowance is the amount by which the loan's amortized cost basis exceeds its net realizable value. We measure the specific allowance for collateral dependent loans as the amount by which the loan's amortized cost basis exceeds its fair value. When repayment is expected to be provided substantially through the sale of collateral, we deduct estimated selling costs from the collateral's fair value. Generally, for real property held as collateral for loans, 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 a 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 factors may increase or decrease modeled results by amounts determined by the Allowance Committee. Factors not captured in modeled results or historical experience may include for example, new lines of business, market conditions that have not been previously encountered, observed changes in credit risk that are not yet reflected in macro-economic factors, or economic conditions that impact loss given default assumptions.

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

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

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

						Three Months Ended
						September 30, 2023
						Commercial						Commercial Real Estate												Loans to Individuals												Total
Allowance for loan losses:
Beginning balance						$	143,269					$	76,347											$	43,098											$	262,714
Provision for loan losses						1,158						11,152												3,621												15,931
Loans charged off						(6,769)						(2,238)												(1,586)												(10,593)
Recoveries of loans previously charged off						273						3,167												622												4,062
Ending balance						$	137,931					$	88,428											$	45,755											$	272,114
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance						$	20,294					$	37,681											$	1,965											$	59,940
Provision for off-balance sheet credit risk						(2,179)						(5,076)												(81)												(7,336)
Ending balance						$	18,115					$	32,605											$	1,884											$	52,604

						Nine Months Ended
						September 30, 2023
						Commercial						Commercial Real Estate												Loans to Individuals												Total
Allowance for loan losses:
Beginning balance						$	131,586					$	57,648											$	46,470											$	235,704
Provision for loan losses						12,908						35,878												1,627												50,413
Loans charged off						(9,578)						(8,446)												(4,285)												(22,309)
Recoveries of loans previously charged off						3,015						3,348												1,943												8,306
Ending balance						$	137,931					$	88,428											$	45,755											$	272,114
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance						$	18,246					$	40,490											$	2,183											$	60,919
Provision for off-balance sheet credit risk						(131)						(7,885)												(299)												(8,315)
Ending balance						$	18,115					$	32,605											$	1,884											$	52,604

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						Three Months Ended
						September 30, 2022
						Commercial						Commercial Real Estate												Loans to Individuals												Total
Allowance for loan losses:
Beginning balance						$	137,562					$	62,997											$	40,555											$	241,114
Provision for loan losses						3,158						(4,415)												2,368												1,111
Loans charged off						(75)						—												(1,691)												(1,766)
Recoveries of loans previously charged off						721						7												581												1,309
Ending balance						$	141,366					$	58,589											$	41,813											$	241,768
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance						$	15,839					$	24,670											$	1,741											$	42,250
Provision for off-balance sheet credit risk						939						12,826												295												14,060
Ending balance						$	16,778					$	37,496											$	2,036											$	56,310

						Nine Months Ended
						September 30, 2022
						Commercial						Commercial Real Estate												Loans to Individuals												Total
Allowance for loan losses:
Beginning balance						$	162,056					$	58,553											$	35,812											$	256,421
Provision for loan losses						(17,428)						138												8,276												(9,014)
Loans charged off						(6,162)						(269)												(4,508)												(10,939)
Recoveries of loans previously charged off						2,900						167												2,233												5,300
Ending balance						$	141,366					$	58,589											$	41,813											$	241,768
Allowance for off-balance sheet credit risk from unfunded loan commitments:
Beginning balance						$	13,812					$	17,442											$	1,723											$	32,977
Provision for off-balance sheet credit risk						2,966						20,054												313												23,333
Ending balance						$	16,778					$	37,496											$	2,036											$	56,310

A $7.0 million provision for credit losses was necessary for the third quarter of 2023, reflecting modest improvement in the economic outlook and the impact of forecasted higher energy prices during the forecast period, offset by loan growth and the impact of a more challenging national commercial real estate environment, particularly related to office.

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each measurement method at September 30, 2023 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						$	14,649,141					$	136,285					$	70,698					$	1,646					$	14,719,839					$	137,931
Commercial real estate						5,233,882						88,428						7,418						—						5,241,300						88,428
Loans to individuals						3,721,410						45,755						41,469						—						3,762,879						45,755
Total						$	23,604,433					$	270,468					$	119,585					$	1,646					$	23,724,018					$	272,114

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

						Collectively Measured for General Allowances												Individually Measured for Specific Allowances												Total
						Recorded Investment						Related Allowance						Recorded Investment						Related Allowance						Recorded Investment						Related Allowance
Commercial						$	14,152,202					$	127,566					$	60,297					$	4,020					$	14,212,499					$	131,586
Commercial real estate						4,590,207						56,098						16,570						1,550						4,606,777						57,648
Loans to individuals						3,692,944						46,470						44,930						—						3,737,874						46,470
Total						$	22,435,353					$	230,134					$	121,797					$	5,570					$	22,557,150					$	235,704

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 identifies 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 September 30, 2023 by the risk grade categories and vintage (in thousands): 

			Origination Year
			2023			2022			2021			2020			2019			Prior			Revolving Loans			Revolving Loans Converted to Term Loans			Total
Commercial:
Energy
Pass			$	192,614		$	106,593		$	45,795		$	8,190		$	10,463		$	12,518		$	3,064,120		$	—		$	3,440,293
Special Mention			—			—			—			—			—			—			13,950			—			13,950
Accruing Substandard			—			—			—			—			—			—			16,800			—			16,800
Nonaccrual			—			—			—			—			—			108			19,451			—			19,559
Total energy			192,614			106,593			45,795			8,190			10,463			12,626			3,114,321			—			3,490,602
Loans charged-off, year-to-date			—			—			—			—			—			—			—			—			—
Healthcare
Pass			485,617			903,150			573,317			464,170			338,944			947,581			268,806			16			3,981,601
Special Mention			—			—			18,719			—			2,421			18,072			980			—			40,192
Accruing Substandard			—			589			214			6,957			—			10,046			1,700			—			19,506
Nonaccrual			—			—			—			—			25,797			10,525			5,513			—			41,835
Total healthcare			485,617			903,739			592,250			471,127			367,162			986,224			276,999			16			4,083,134
Loans charged-off, year-to-date			—			—			—			—			—			—			—			—			—
Services
Pass			707,494			541,539			412,450			247,092			131,269			723,365			759,327			870			3,523,406
Special Mention			—			13,051			1,836			1,531			596			2,733			1,421			—			21,168
Accruing Substandard			—			5,752			730			1,716			2,333			3,446			4,957			33			18,967
Nonaccrual			—			—			2,161			337			—			—			322			—			2,820
Total services			707,494			560,342			417,177			250,676			134,198			729,544			766,027			903			3,566,361
Loans charged-off, year-to-date			—			—			3,360			—			—			—			1,577			—			4,937
General business
Pass			667,802			504,364			262,660			148,645			140,220			319,113			1,396,919			2,196			3,441,919
Special Mention			9,277			15,059			9,103			1,115			287			8,389			7,959			—			51,189
Accruing Substandard			3,956			37,025			1,440			37			—			—			37,693			—			80,151
Nonaccrual			—			—			—			—			—			54			6,385			44			6,483
Total general business			681,035			556,448			273,203			149,797			140,507			327,556			1,448,956			2,240			3,579,742
Loans charged-off, year-to-date			—			—			4,598			2			—			17			14			10			4,641
Total commercial			2,066,760			2,127,122			1,328,425			879,790			652,330			2,055,950			5,606,303			3,159			14,719,839
Commercial real estate:
Pass			361,934			1,730,828			1,211,694			480,710			555,902			723,783			139,721			—			5,204,572
Special Mention			—			—			—			—			—			19,212			—			—			19,212
Accruing Substandard			—			—			79			—			—			10,019			—			—			10,098
Nonaccrual			—			—			—			—			7,263			155			—			—			7,418
Total commercial real estate			361,934			1,730,828			1,211,773			480,710			563,165			753,169			139,721			—			5,241,300
Loans charged-off, year-to-date			—			—			—			—			—			8,446			—			—			8,446

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			Origination Year
			2023			2022			2021			2020			2019			Prior			Revolving Loans			Revolving Loans Converted to Term Loans			Total
Loans to individuals:
Residential mortgage
Pass			320,680			332,368			348,782			354,284			57,944			252,027			366,136			22,277			2,054,498
Special Mention			—			359			262			1,339			—			152			3,144			88			5,344
Accruing Substandard			—			—			—			—			—			45			101			51			197
Nonaccrual			—			1,298			2,223			2,771			723			20,728			2,196			1,014			30,953
Total residential mortgage			320,680			334,025			351,267			358,394			58,667			272,952			371,577			23,430			2,090,992
Loans charged-off, year-to-date			—			—			51			4			—			14			1			—			70
Residential mortgage guaranteed by U.S. government agencies
Pass			—			1,624			2,030			4,749			6,752			135,502			—			—			150,657
Nonaccrual			—			—			—			280			376			9,779			—			—			10,435
Total residential mortgage guaranteed by U.S. government agencies			—			1,624			2,030			5,029			7,128			145,281			—			—			161,092
Personal:
Pass			161,514			227,726			167,566			137,761			133,304			158,721			523,513			195			1,510,300
Special Mention			100			30			103			22			2			—			—			—			257
Accruing Substandard			—			—			—			2			157			—			—			—			159
Nonaccrual			—			27			4			9			4			12			23			—			79
Total personal			161,614			227,783			167,673			137,794			133,467			158,733			523,536			195			1,510,795
Loans charged-off, year-to-date			—			60			40			41			—			4,042			26			6			4,215
Total loans to individuals			482,294			563,432			520,970			501,217			199,262			576,966			895,113			23,625			3,762,879
Total loans			$	2,910,988		$	4,421,382		$	3,061,168		$	1,861,717		$	1,414,757		$	3,386,085		$	6,641,137		$	26,784		$	23,724,018

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The following table summarizes the Company's loan portfolio at December 31, 2022 by the risk grade categories and vintage (in thousands): 

			Origination Year
			2022			2021			2020			2019			2018			Prior			Revolving Loans			Revolving Loans Converted to Term Loans			Total
Commercial:
Energy
Pass			$	157,745		$	76,951		$	30,284		$	12,783		$	5,992		$	4,980		$	3,104,906		$	—		$	3,393,641
Accruing Substandard			—			—			—			664			385			683			28,018			—			29,750
Nonaccrual			—			—			—			—			—			159			1,240			—			1,399
Total energy			157,745			76,951			30,284			13,447			6,377			5,822			3,134,164			—			3,424,790
Healthcare
Pass			932,097			604,886			476,854			404,204			464,989			618,163			245,898			20			3,747,111
Special Mention			—			—			—			20,071			—			18,859			4			—			38,934
Accruing Substandard			—			—			—			—			—			14,304			3,634			—			17,938
Nonaccrual			—			—			—			26,480			6,373			8,181			—			—			41,034
Total healthcare			932,097			604,886			476,854			450,755			471,362			659,507			249,536			20			3,845,017
Services
Pass			821,785			496,510			286,085			193,481			156,736			696,300			722,371			639			3,373,907
Special Mention			502			5,139			989			771			894			1,345			8,668			—			18,308
Accruing Substandard			—			—			—			2,459			43			2,789			17,665			122			23,078
Nonaccrual			—			5,570			449			—			—			2,389			7,820			—			16,228
Total services			822,287			507,219			287,523			196,711			157,673			702,823			756,524			761			3,431,521
General business
Pass			725,894			361,839			198,274			172,878			139,140			283,694			1,570,536			2,329			3,454,584
Special Mention			17,759			13,065			208			71			7			2,291			7,094			26			40,521
Accruing Substandard			—			2,169			66			4,130			4,680			3,287			94			4			14,430
Nonaccrual			—			—			1,052			14			72			5			485			8			1,636
Total general business			743,653			377,073			199,600			177,093			143,899			289,277			1,578,209			2,367			3,511,171
Total commercial			2,655,782			1,566,129			994,261			838,006			779,311			1,657,429			5,718,433			3,148			14,212,499
Commercial real estate:
Pass			1,188,483			1,158,002			552,616			641,102			247,625			633,304			161,616			—			4,582,748
Accruing Substandard			—			—			—			7,459			—			—			—			—			7,459
Nonaccrual			—			—			—			—			—			16,570			—			—			16,570
Total commercial real estate			1,188,483			1,158,002			552,616			648,561			247,625			649,874			161,616			—			4,606,777

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			Origination Year
			2022			2021			2020			2019			2018			Prior			Revolving Loans			Revolving Loans Converted to Term Loans			Total
Loans to individuals:
Residential mortgage
Pass			354,497			373,190			393,002			63,142			40,525			260,625			352,126			22,176			1,859,283
Special Mention			—			81			42			—			142			388			527			87			1,267
Accruing Substandard			—			—			187			—			—			138			117			1			443
Nonaccrual			32			1,656			2,717			362			1,904			20,139			2,216			765			29,791
Total residential mortgage			354,529			374,927			395,948			63,504			42,571			281,290			354,986			23,029			1,890,784
Residential mortgage guaranteed by U.S. government agencies
Pass			289			2,254			9,000			10,722			17,244			191,426			—			—			230,935
Nonaccrual			—			—			299			1,460			2,319			10,927			—			—			15,005
Total residential mortgage guaranteed by U.S. government agencies			289			2,254			9,299			12,182			19,563			202,353			—			—			245,940
Personal:
Pass			254,497			193,095			154,887			172,114			68,871			201,278			549,187			332			1,594,261
Special Mention			47			28			40			12			17			—			6,003			4			6,151
Accruing Substandard			—			444			—			160			—			—			—			—			604
Nonaccrual			38			7			12			22			14			18			23			—			134
Total personal			254,582			193,574			154,939			172,308			68,902			201,296			555,213			336			1,601,150
Total loans to individuals			609,400			570,755			560,186			247,994			131,036			684,939			910,199			23,365			3,737,874
Total loans			$	4,453,665		$	3,294,886		$	2,107,063		$	1,734,561		$	1,157,972		$	2,992,242		$	6,790,248		$	26,513		$	22,557,150

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Nonaccruing Loans

A summary of nonaccruing loans at September 30, 2023 follows (in thousands): 

			As of September 30, 2023
			Total						With No Allowance						With Allowance						Related Allowance
Commercial:
Energy			$	19,559					$	19,559					$	—					$	—
Healthcare			41,836						41,836						—						—
Services			2,820						337						2,483						1,646
General business			6,483						6,483						—						—
Total commercial			70,698						68,215						2,483						1,646
Commercial real estate			7,418						7,418						—						—
Loans to individuals:
Residential mortgage			30,954						30,954						—						—
Residential mortgage guaranteed by U.S. government agencies			10,436						10,436						—						—
Personal			79						79						—						—
Total loans to individuals			41,469						41,469						—						—
Total			$	119,585					$	117,102					$	2,483					$	1,646

A summary of nonaccruing loans at December 31, 2022 follows (in thousands): 

			As of December 31, 2022
			Total						With No Allowance						With Allowance						Related Allowance
Commercial:
Energy			$	1,399					$	1,399					$	—					$	—
Healthcare			41,034						34,661						6,373						946
Services			16,228						7,835						8,393						3,074
General business			1,636						1,636						—						—
Total commercial			60,297						45,531						14,766						4,020
Commercial real estate			16,570						393						16,177						1,550
Loans to individuals:
Residential mortgage			29,791						29,791						—						—
Residential mortgage guaranteed by U.S. government agencies			15,005						15,005						—						—
Personal			134						134						—						—
Total loans to individuals			44,930						44,930						—						—
Total			$	121,797					$	90,854					$	30,943					$	5,570

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Loan Modifications to Borrowers Experiencing Financial Difficulty

At September 30, 2023 the Company had $136 million of loan modifications to borrowers experiencing financial difficulty, including $81 million of general business loans, $42 million of healthcare loans and $12 million of residential mortgage loans guaranteed by U.S. government agencies. Modifications generally consist of interest rate reductions, an other than insignificant payment delay, term extension or a combination. Approximately $97 million of the modifications are term extensions of healthcare and general business loans, and $38 million are combination modifications to healthcare loans and loans to individuals. During the nine months ended September 30, 2023, $4.0 million of residential mortgage loans were modified and subsequently defaulted with nearly all of these defaulted loans being guaranteed by U.S. government agencies. A payment default is defined as being 30 or more days past due after modification.

Past Due Loans

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

A summary of loans currently performing and past due as of September 30, 2023 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
Commercial:
Energy						$	3,490,602					$	—					$	—					$	—					$	3,490,602					$	—
Healthcare						4,051,359						10						—						31,765						4,083,134						—
Services						3,564,401						599						324						1,037						3,566,361						—
General business						3,573,237						37						112						6,356						3,579,742						13
Total commercial						14,679,599						646						436						39,158						14,719,839						13
Commercial real estate						5,233,549						—						488						7,263						5,241,300						—
Loans to individuals:
Residential mortgage						2,077,418						9,713						818						3,043						2,090,992						51
Residential mortgage guaranteed by U.S. government agencies						58,486						31,390						19,004						52,212						161,092						47,670
Personal						1,510,472						298						2						23						1,510,795						—
Total loans to individuals						3,646,376						41,401						19,824						55,278						3,762,879						47,721
Total						$	23,559,524					$	42,047					$	20,748					$	101,699					$	23,724,018					$	47,734

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A summary of loans currently performing and past due as of December 31, 2022 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
Commercial:
Energy						$	3,424,766					$	24					$	—					$	—					$	3,424,790					$	—
Healthcare						3,812,164						5,914						26,480						459						3,845,017						—
Services						3,423,042						1,060						2,461						4,958						3,431,521						—
General business						3,509,094						257						1,424						396						3,511,171						396
Total commercial						14,169,066						7,255						30,365						5,813						14,212,499						396
Commercial real estate						4,606,029						531						—						217						4,606,777						—
Loans to individuals:
Residential mortgage						1,872,155						10,632						1,828						6,169						1,890,784						114
Residential mortgage guaranteed by U.S. government agencies						108,019						36,119						19,400						82,402						245,940						75,604
Personal						1,600,595						502						21						32						1,601,150						—
Total loans to individuals						3,580,769						47,253						21,249						88,603						3,737,874						75,718
Total						$	22,355,864					$	55,039					$	51,614					$	94,633					$	22,557,150					$	76,114

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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):

						September 30, 2023												December 31, 2022
						Unpaid Principal Balance/ Notional						Fair Value						Unpaid Principal Balance/ Notional						Fair Value
Residential mortgage loans held for sale						$	71,304					$	69,653					$	74,941					$	73,938
Residential mortgage loan commitments						49,285						1,541						45,492						1,054
Forward sales contracts						102,529						1,295						109,469						280
												$	72,489											$	75,272

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of September 30, 2023 or December 31, 2022. No credit losses were recognized on residential mortgage loans held for sale for the nine month period ended September 30, 2023 and 2022.

Mortgage banking revenue was as follows (in thousands):

						Three Months Ended September 30,												Nine Months Ended Sep. 30,
						2023						2022						2023						2022
Production revenue:
Net realized gains (losses) on sale of mortgage loans						$	(1,631)					$	(1,072)					$	(3,658)					$	8,969
Net change in unrealized loss on mortgage loans held for sale						(522)						(6,244)						(648)						(9,764)
Net change in the fair value of mortgage loan commitments						(288)						(3,174)						487						(5,474)
Net change in the fair value of forward sales contracts						554						8,084						1,015						8,414
Total production revenue (loss)						(1,887)						(2,406)						(2,804)						2,145
Servicing revenue						15,243						13,688						45,668						37,155
Total mortgage banking revenue						$	13,356					$	11,282					$	42,864					$	39,300

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):

						September 30, 2023						December 31, 2022
Number of residential mortgage loans serviced for others						116,941						110,541
Outstanding principal balance of residential mortgage loans serviced for others						$	20,607,013					$	18,863,201
Weighted average interest rate						3.61		%				3.59		%
Remaining term (in months)						282						283

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
Beginning Balance						$	304,722					$	270,312					$	277,608					$	163,198
Additions						3,154						4,841						9,757						15,810
Acquisitions						2,669						1,043						33,807						45,910
Change in fair value due to principal payments						(7,202)						(8,960)						(21,031)						(24,277)
Change in fair value due to market assumption changes						8,039						16,570						11,241						83,165
Ending Balance						$	311,382					$	283,806					$	311,382					$	283,806

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

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

						September 30, 2023						December 31, 2022
Discount rate – risk-free rate plus a market premium						9.84%						9.51%
Prepayment rate - based upon loan interest rate, original term and loan type						7.15%						7.54%
Loan servicing costs – annually per loan based upon loan type:
Performing loans						$69 - $94						$69 - $94
Delinquent loans						$150 - $500						$150 - $500
Loans in foreclosure						$875 - $8,000						$875 - $8,000
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life						4.66%						4.06%
Primary/secondary mortgage rate spread						105 bps						105 bps
Delinquency rate						2.00%						2.33%

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 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. The relationship manager was terminated. The Company reported the circumstances to, and cooperated with an investigation by, the Securities and Exchange Commission ("SEC"). On September 7, 2016, BOKF, NA agreed to, 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 required 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 alleging BOKF, NA participated in the fraudulent sale of securities by the principals. While the action remains stayed with no current deadlines pending, plaintiffs informed the Court of their intent to request the stay be lifted in a joint status report in July but have yet to do so. BOKF, NA plans to oppose any request to lift the stay. On September 14, 2016, BOKF, NA was sued in the District Court of Tulsa County, Oklahoma by 19 bondholders also alleging BOKF, NA participated in the fraudulent sale of securities by the principals. On April 18, 2023 seven plaintiffs dismissed their claims without prejudice. Discovery on the remaining plaintiff's claims is ongoing. Management is advised by counsel that, in the Tulsa County District Court action, a loss is not probable and that the loss, if any, cannot be reasonably estimated.

On December 28, 2015, in an action brought by the SEC, the New Jersey District Court entered a judgment against the principals involved in issuing the bonds. On January 8, 2020, the Court entered judgment against the principal individual and his wife for $36,805,051 in principal amount and $10,937,831 in pre-judgment interest. The SEC continues to aggressively pursue collection of the judgment. If the individual principal and his wife cannot pay the bonds, a bondholder loss could become probable. Management has been advised by counsel that BOKF, NA has valid defenses to claims of bondholders and that no loss to the Company is probable. No provision for losses has been made at this time. BOKF, NA estimates that, upon sale of all remaining collateral securing payment of the bonds, approximately $30 million in principal 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.

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 invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on the variable interest model.

At September 30, 2023, the Company has $413 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. These investments are recognized in Other assets on the Consolidated Balance Sheets. This investment balance also includes $104 million of unfunded commitments included in Other liabilities on the Consolidated Balance Sheets.

(7) Shareholders' Equity

On October 31, 2023, the Company declared a quarterly cash dividend of $0.55 per common share payable on or about November 30, 2023 to shareholders of record as of November 15, 2023.

Dividends declared were $0.54 and $1.62 per share during the three and nine months ended September 30, 2023 and $0.53 and $1.59 per share during the three and nine months ended September 30, 2022.

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Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on available for sale ("AFS") securities. AOCI also includes unrealized losses on AFS securities that were transferred from AFS to investment securities in the second quarter of 2022. Such amounts are being amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related amortization of premium on the transferred securities. Gains and losses in AOCI are net of deferred income taxes.

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

						Unrealized Gain (Loss) on
						Available for Sale Securities						Investment Securities Transferred from AFS						Employee Benefit Plans												Total
Balance, Dec. 31, 2021						$	69,775					$	—					$	2,596											$	72,371
Net change in unrealized gain (loss)						(1,293,661)						—						—												(1,293,661)
Transfer of net unrealized loss from AFS to investment securities						267,509						(267,509)						—												—
Reclassification adjustments included in earnings:
Interest revenue, Investment securities						—						24,130						—												24,130
Operating expense, Personnel						—						—						(3,483)												(3,483)
Gain on available for sale securities, net						(3,017)						—						—												(3,017)
Other comprehensive loss, before income taxes						(1,029,169)						(243,379)						(3,483)												(1,276,031)
Federal and state income taxes						(240,868)						(56,960)						(887)												(298,715)
Other comprehensive loss, net of income taxes						(788,301)						(186,419)						(2,596)												(977,316)
Balance, September 30, 2022						$	(718,526)					$	(186,419)					$	—											$	(904,945)
Balance, Dec. 31, 2022						$	(664,618)					$	(172,337)					$	—											$	(836,955)
Net change in unrealized gain (loss)						(171,977)						—						—												(171,977)
Reclassification adjustments included in earnings:
Interest revenue, Investment securities						—						46,996						—												46,996
Loss on available for sale securities, net						3,010						—						—												3,010
Other comprehensive income (loss), before income taxes						(168,967)						46,996						—												(121,971)
Federal and state income taxes						(40,735)						10,794						—												(29,941)
Other comprehensive income (loss), net of income taxes						(128,232)						36,202						—												(92,030)
Balance, September 30, 2023						$	(792,850)					$	(136,135)					$	—											$	(928,985)

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(8) Earnings Per Share

 

(In thousands, except share and per share amounts)						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
Numerator:
Net income attributable to BOK Financial Corp. shareholders						$	134,495					$	156,510					$	448,171					$	351,844
Less: Earnings allocated to participating securities						1,104						1,161						3,561						2,562
Numerator for basic earnings per share – income available to common shareholders						133,391						155,349						444,610						349,282
Effect of reallocating undistributed earnings of participating securities						—						—						—						—
Numerator for diluted earnings per share – income available to common shareholders						$	133,391					$	155,349					$	444,610					$	349,282
Denominator:
Weighted average shares outstanding						66,090,988						67,503,041						66,484,557						67,902,592
Less:  Participating securities included in weighted average shares outstanding						542,681						499,842						529,263						492,803
Denominator for basic earnings per common share						65,548,307						67,003,199						65,955,294						67,409,789
Dilutive effect of employee stock compensation plans						—						1,424						—						1,433
Denominator for diluted earnings per common share						65,548,307						67,004,623						65,955,294						67,411,222
Basic earnings per share						$	2.04					$	2.32					$	6.74					$	5.18
Diluted earnings per share						$	2.04					$	2.32					$	6.74					$	5.18

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(9) Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended September 30, 2023 is as follows (in thousands):

						Commercial						Consumer						Wealth Management						Funds Management and Other						BOK Financial Consolidated
Net interest revenue from external sources						$	298,293					$	11,386					$	7,622					$	(16,405)					$	300,896
Net interest revenue (expense) from internal sources						(43,829)						101,222						28,815						(86,208)						—
Net interest revenue (expense)						254,464						112,608						36,437						(102,613)						300,896
Net loans charged off and provision for credit losses						4,904						(73)						9						2,160						7,000
Net interest revenue after provision for credit losses						249,560						112,681						36,428						(104,773)						293,896
Other operating revenue						59,153						30,716						123,614						(15,331)						198,152
Other operating expense						81,751						54,497						89,367						98,698						324,313
Net direct contribution						226,962						88,900						70,675						(218,802)						167,735
Gain (loss) on financial instruments, net						(11)						(9,183)						—						9,194						—
Change in fair value of mortgage servicing rights						—						8,039						—						(8,039)						—
Gain (loss) on repossessed assets, net						(268)						11						—						257						—
Corporate expense allocations						17,834						11,920						14,331						(44,085)						—
Net income (loss) before taxes						208,849						75,847						56,344						(173,305)						167,735
Federal and state income taxes						50,919						17,838						13,315						(48,816)						33,256
Net income (loss)						157,930						58,009						43,029						(124,489)						134,479
Net income attributable to non-controlling interests						—						—						—						(16)						(16)
Net income (loss) attributable to BOK Financial Corp. shareholders						$	157,930					$	58,009					$	43,029					$	(124,473)					$	134,495
Average assets						$	28,849,597					$	9,379,478					$	14,740,641					$	(3,650,164)					$	49,319,552

Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2023 is as follows (in thousands):

						Commercial						Consumer						Wealth Management						Funds Management and Other						BOK Financial Consolidated
Net interest revenue from external sources						$	886,263					$	50,360					$	32,977					$	5,905					$	975,505
Net interest revenue (expense) from internal sources						(104,543)						285,020						106,918						(287,395)						—
Net interest revenue						781,720						335,380						139,895						(281,490)						975,505
Net loans charged off and provision for credit losses						10,980						2,240						(60)						26,840						40,000
Net interest revenue after provision for credit losses						770,740						333,140						139,955						(308,330)						935,505
Other operating revenue						184,826						93,603						355,568						(48,931)						585,066
Other operating expense						232,364						157,035						256,265						303,134						948,798
Net direct contribution						723,202						269,708						239,258						(660,395)						571,773
Gain (loss) on financial instruments, net						162						(24,113)						—						23,951						—
Change in fair value of mortgage servicing rights						—						11,241						—						(11,241)						—
Gain (loss) on repossessed assets, net						999						25						—						(1,024)						—
Corporate expense allocations						56,956						35,860						39,265						(132,081)						—
Net income (loss) before taxes						667,407						221,001						199,993						(516,628)						571,773
Federal and state income taxes						161,992						51,977						47,200						(138,007)						123,162
Net income (loss)						505,415						169,024						152,793						(378,621)						448,611
Net income attributable to non-controlling interests						—						—						—						440						440
Net income (loss) attributable to BOK Financial Corp. shareholders						$	505,415					$	169,024					$	152,793					$	(379,061)					$	448,171
Average assets						$	28,396,982					$	9,635,204					$	13,128,925					$	(3,412,178)					$	47,748,933

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

						Commercial						Consumer						Wealth Management						Funds Management and Other						BOK Financial Consolidated
Net interest revenue from external sources						$	226,016					$	17,482					$	34,746					$	38,081					$	316,325
Net interest revenue (expense) from internal sources						(17,951)						26,469						(1,162)						(7,356)						—
Net interest revenue						208,065						43,951						33,584						30,725						316,325
Net loans charged off and provision for credit losses						(526)						1,408						(22)						14,140						15,000
Net interest revenue after provision for credit losses						208,591						42,543						33,606						16,585						301,325
Other operating revenue						60,386						30,186						113,113						(13,987)						189,698
Other operating expense						75,490						53,236						79,151						86,874						294,751
Net direct contribution						193,487						19,493						67,568						(84,276)						196,272
Gain (loss) on financial instruments, net						4						(21,395)						—						21,391						—
Change in fair value of mortgage servicing rights						—						16,570						—						(16,570)						—
Gain (loss) on repossessed assets, net						(158)						—						—						158						—
Corporate expense allocations						16,438						10,792						12,934						(40,164)						—
Net income before taxes						176,895						3,876						54,634						(39,133)						196,272
Federal and state income taxes						42,761						906						12,826						(16,812)						39,681
Net income						134,134						2,970						41,808						(22,321)						156,591
Net loss attributable to non-controlling interests						—						—						—						81						81
Net income attributable to BOK Financial Corp. shareholders						$	134,134					$	2,970					$	41,808					$	(22,402)					$	156,510
Average assets						$	28,890,429					$	10,233,401					$	13,818,299					$	(7,822,927)					$	45,119,202

Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2022 is as follows (in thousands):

						Commercial						Consumer						Wealth Management						Funds Management and Other						BOK Financial Consolidated
Net interest revenue from external sources						$	546,599					$	51,183					$	130,389					$	130,583					$	858,754
Net interest revenue (expense) from internal sources						(34,983)						53,764						(3,290)						(15,491)						—
Net interest revenue						511,616						104,947						127,099						115,092						858,754
Net loans charged off and provision for credit losses						3,316						3,716						(153)						8,121						15,000
Net interest revenue after provision for credit losses						508,300						101,231						127,252						106,971						843,754
Other operating revenue						179,501						94,236						224,892						(52,458)						446,171
Other operating expense						210,012						154,685						230,166						251,161						846,024
Net direct contribution						477,789						40,782						121,978						(196,648)						443,901
Gain (loss) on financial instruments, net						(138)						(95,150)						—						95,288						—
Change in fair value of mortgage servicing rights						—						83,165						—						(83,165)						—
Gain (loss) on repossessed assets, net						(2,880)						138						—						2,742						—
Corporate expense allocations						49,285						32,994						37,508						(119,787)						—
Net income before taxes						425,486						(4,059)						84,470						(61,996)						443,901
Federal and state income taxes						103,711						(950)						19,897						(30,658)						92,000
Net income						321,775						(3,109)						64,573						(31,338)						351,901
Net loss attributable to non-controlling interests						—						—						—						57						57
Net income attributable to BOK Financial Corp. shareholders						$	321,775					$	(3,109)					$	64,573					$	(31,395)					$	351,844
Average assets						$	29,324,596					$	10,281,679					$	17,320,779					$	(9,290,763)					$	47,636,291

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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.

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Fees and commissions revenue by reportable segment and primary service line is as follows for the three months ended September 30, 2023 (in thousands):

			Commercial						Consumer						Wealth Management						Funds Management & Other						Consolidated						Out of Scope1						In Scope2
Trading revenue			$	—					$	—					$	34,461					$	(1)					$	34,460					$	34,460					$	—
Customer hedging revenue			7,403						—						(141)						(407)						6,855						6,855						—
Retail brokerage revenue			—						—						4,357						—						4,357						—						4,357
Insurance brokerage revenue			—						—						2,703						—						2,703						—						2,703
Investment banking revenue			4,508						—						9,428						1						13,937						3,823						10,114
Brokerage and trading revenue			11,911						—						50,808						(407)						62,312						45,138						17,174
TransFund EFT network revenue			21,038						875						(18)						1						21,896						—						21,896
Merchant services revenue			2,430						8						—						—						2,438						—						2,438
Corporate card revenue			1,768						—						179						106						2,053						—						2,053
Transaction card revenue			25,236						883						161						107						26,387						—						26,387
Personal trust revenue			—						—						22,890						(1)						22,889						—						22,889
Corporate trust revenue			—						—						8,713						—						8,713						—						8,713
Institutional trust & retirement plan services revenue			—						—						16,883						—						16,883						—						16,883
Investment management services and other revenue			—						—						3,769						2						3,771						—						3,771
Fiduciary and asset management revenue			—						—						52,255						1						52,256						—						52,256
Commercial account service charge revenue			13,687						524						496						2						14,709						—						14,709
Overdraft fee revenue			26						5,427						39						—						5,492						—						5,492
Check card revenue			—						5,926						—						2						5,928						—						5,928
Automated service charge and other deposit fee revenue			285						1,255						10						(3)						1,547						—						1,547
Deposit service charges and fees			13,998						13,132						545						1						27,676						—						27,676
Mortgage production revenue			—						(1,887)						—						—						(1,887)						(1,887)						—
Mortgage servicing revenue			—						15,861						—						(618)						15,243						15,243						—
Mortgage banking revenue			—						13,974						—						(618)						13,356						13,356						—
Other revenue			6,713						2,726						19,845						(13,419)						15,865						9,236						6,629
Total fees and commissions revenue			$	57,858					$	30,715					$	123,614					$	(14,335)					$	197,852					$	67,730					$	130,122

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 nine months ended September 30, 2023 (in thousands):

			Commercial						Consumer						Wealth Management						Funds Management & Other						Consolidated						Out of Scope1						In Scope2
Trading revenue			$	—					$	—					$	98,980					$	(1)					$	98,979					$	98,979					$	—
Customer hedging revenue			26,729						—						(200)						2,322						28,851						28,851						—
Retail brokerage revenue			—						—						11,522						—						11,522						—						11,522
Insurance brokerage revenue			—						—						8,866						—						8,866						—						8,866
Investment banking revenue			11,720						—						19,775						1						31,496						10,873						20,623
Brokerage and trading revenue			38,449						—						138,943						2,322						179,714						138,703						41,011
TransFund EFT network revenue			62,020						2,690						(52)						5						64,663						—						64,663
Merchant services revenue			7,074						26						—						—						7,100						—						7,100
Corporate card revenue			5,387						—						540						321						6,248						—						6,248
Transaction card revenue			74,481						2,716						488						326						78,011						—						78,011
Personal trust revenue			—						—						71,732						(1)						71,731						—						71,731
Corporate trust revenue			—						—						23,574						—						23,574						—						23,574
Institutional trust & retirement plan services revenue			—						—						43,843						—						43,843						—						43,843
Investment management services and other revenue			—						—						16,782						(20)						16,762						—						16,762
Fiduciary and asset management revenue			—						—						155,931						(21)						155,910						—						155,910
Commercial account service charge revenue			39,922						1,553						1,461						—						42,936						—						42,936
Overdraft fee revenue			83						15,321						101						1						15,506						—						15,506
Check card revenue			—						17,540						—						2						17,542						—						17,542
Automated service charge and other deposit fee revenue			789						3,801						172						(2)						4,760						—						4,760
Deposit service charges and fees			40,794						38,215						1,734						1						80,744						—						80,744
Mortgage production revenue			—						(2,804)						—						—						(2,804)						(2,804)						—
Mortgage servicing revenue			—						47,412						—						(1,744)						45,668						45,668						—
Mortgage banking revenue			—						44,608						—						(1,744)						42,864						42,864						—
Other revenue			19,673						8,118						58,479						(39,185)						47,085						25,963						21,122
Total fees and commissions revenue			$	173,397					$	93,657					$	355,575					$	(38,301)					$	584,328					$	207,530					$	376,798

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 September 30, 2022 (in thousands):

			Commercial						Consumer						Wealth Management						Funds Management & Other						Consolidated						Out of Scope1						In Scope2
Trading revenue			$	—					$	—					$	26,463					$	—					$	26,463					$	26,463					$	—
Customer hedging revenue			8,169						—						257						4,753						13,179						13,179						—
Retail brokerage revenue			—						—						3,839						(1)						3,838						—						3,838
Insurance brokerage revenue			—						—						3,254						—						3,254						—						3,254
Investment banking revenue			6,348						—						7,924						—						14,272						5,990						8,282
Brokerage and trading revenue			14,517						—						41,737						4,752						61,006						45,632						15,374
TransFund EFT network revenue			21,243						910						(19)						2						22,136						—						22,136
Merchant services revenue			1,917						8						—						—						1,925						—						1,925
Corporate card revenue			1,711						—						99						103						1,913						—						1,913
Transaction card revenue			24,871						918						80						105						25,974						—						25,974
Personal trust revenue			—						—						23,927						—						23,927						—						23,927
Corporate trust revenue			—						—						6,513						—						6,513						—						6,513
Institutional trust & retirement plan services revenue			—						—						13,019						(1)						13,018						—						13,018
Investment management services and other revenue			—						—						6,817						(85)						6,732						—						6,732
Fiduciary and asset management revenue			—						—						50,276						(86)						50,190						—						50,190
Commercial account service charge revenue			13,361						473						480						—						14,314						—						14,314
Overdraft fee revenue			29						6,936						19						3						6,987						—						6,987
Check card revenue			—						5,944						—						(2)						5,942						—						5,942
Automated service charge and other deposit fee revenue			201						1,205						54						—						1,460						—						1,460
Deposit service charges and fees			13,591						14,558						553						1						28,703						—						28,703
Mortgage production revenue			—						(2,406)						—						—						(2,406)						(2,406)						—
Mortgage servicing revenue			—						14,206						—						(518)						13,688						13,688						—
Mortgage banking revenue			—						11,800						—						(518)						11,282						11,282						—
Other revenue			5,168						2,954						20,467						(13,110)						15,479						4,227						11,252
Total fees and commissions revenue			$	58,147					$	30,230					$	113,113					$	(8,856)					$	192,634					$	61,141					$	131,493

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 nine months ended September 30, 2022 (in thousands):

			Commercial						Consumer						Wealth Management						Funds Management & Other						Consolidated						Out of Scope1						In Scope2
Trading revenue			$	—					$	—					$	(15,594)					$	—					$	(15,594)					$	(15,594)					$	—
Customer hedging revenue			28,888						—						1,379						6,983						37,250						37,250						—
Retail brokerage revenue			—						—						12,707						(1)						12,706						—						12,706
Insurance brokerage revenue			—						—						9,810						—						9,810						—						9,810
Investment banking revenue			16,775						—						17,023						—						33,798						15,461						18,337
Brokerage and trading revenue			45,663						—						25,325						6,982						77,970						37,117						40,853
TransFund EFT network revenue			59,763						2,708						(55)						5						62,421						—						62,421
Merchant services revenue			9,425						28						—						—						9,453						—						9,453
Corporate card revenue			4,681						—						276						299						5,256						—						5,256
Transaction card revenue			73,869						2,736						221						304						77,130						—						77,130
Personal trust revenue			—						—						73,551						—						73,551						—						73,551
Corporate trust revenue			—						—						16,947						—						16,947						—						16,947
Institutional trust & retirement plan services revenue			—						—						39,009						—						39,009						—						39,009
Investment management services and other revenue			—						—						17,050						(130)						16,920						—						16,920
Fiduciary and asset management revenue			—						—						146,557						(130)						146,427						—						146,427
Commercial account service charge revenue			40,283						1,392						1,516						—						43,191						—						43,191
Overdraft fee revenue			89						19,673						63						4						19,829						—						19,829
Check card revenue			—						17,502						—						—						17,502						—						17,502
Automated service charge and other deposit fee revenue			245						3,373						65						2						3,685						—						3,685
Deposit service charges and fees			40,617						41,940						1,644						6						84,207						—						84,207
Mortgage production revenue			—						2,145						—						—						2,145						2,145						—
Mortgage servicing revenue			—						38,650						—						(1,495)						37,155						37,155						—
Mortgage banking revenue			—						40,795						—						(1,495)						39,300						39,300						—
Other revenue			14,843						8,837						51,160						(36,232)						38,608						19,402						19,206
Total fees and commissions revenue			$	174,992					$	94,308					$	224,907					$	(30,565)					$	463,642					$	95,819					$	367,823

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.

(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.

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

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

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

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

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

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

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the three and nine months ended September 30, 2023 and 2022, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three and nine months ended September 30, 2023 and 2022 were immaterial.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at September 30, 2023 or December 31, 2022.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of September 30, 2023 (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 securities						$	18,843					$	17,932					$	911					$	—
Residential agency mortgage-backed securities						4,653,161						—						4,653,161						—
Municipal securities						51,998						—						51,998						—
Other trading securities						24,099						—						24,099						—
Total trading securities						4,748,101						17,932						4,730,169						—
Available for sale securities:
U.S. Treasury						897						897						—						—
Municipal securities						488,269						—						488,269						—
Residential agency mortgage-backed securities						6,216,955						—						6,216,955						—
Residential non-agency mortgage-backed securities						715,806						—						715,806						—
Commercial agency mortgage-backed securities						4,484,247						—						4,484,247						—
Other debt securities						473						—						—						473
Total available for sale securities						11,906,647						897						11,905,277						473
Fair value option securities — Residential agency mortgage-backed securities						20,215						—						20,215						—
Residential mortgage loans held for sale1						72,489						—						65,179						7,310
Mortgage servicing rights2						311,382						—						—						311,382
Derivative contracts, net of cash collateral3						546,109						1,596						544,513						—
Liabilities:
Derivative contracts, net of cash collateral3						403,947						190						403,757						—

1Residential mortgage loans held for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards and are valued at 78.46% of the unpaid principal balance.

2A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 5, Mortgage Banking Activities.

3See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in asset and liability positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded interest rate derivative contracts held for trading purposes.

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The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 2022 (in thousands):

						Total						Quoted Prices in Active Markets for Identical Instruments (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Trading securities:
U.S. government securities						$	9,823					$	4,970					$	4,853					$	—
Residential agency mortgage-backed securities						4,406,848						—						4,406,848						—
Municipal securities						21,484						—						21,484						—
Other trading securities						26,006						—						26,006						—
Total trading securities						4,464,161						4,970						4,459,191						—
Available for sale securities:
U.S. Treasury						898						898						—						—
Municipal securities						624,500						—						624,500						—
Residential agency mortgage-backed securities						5,814,496						—						5,814,496						—
Residential non-agency mortgage-backed securities						577,576						—						577,576						—
Commercial agency mortgage-backed securities						4,475,917						—						4,475,917						—
Other debt securities						473						—						—						473
Total available for sale securities						11,493,860						898						11,492,489						473
Fair value option securities — Residential agency mortgage-backed securities						296,590						—						296,590						—
Residential mortgage loans held for sale1						75,272						—						68,054						7,218
Mortgage servicing rights2						277,608						—						—						277,608
Derivative contracts, net of cash collateral3						880,343						2,110						878,233						—
Liabilities:
Derivative contracts, net of cash collateral3						554,900						16						554,884						—

1Residential mortgage loans held for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards and are valued at 77.55% of the unpaid principal balance.

2A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 5, Mortgage Banking Activities.

3See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in asset and liability positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded interest rate derivative contracts held for trading purposes.

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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 Corporate Treasury, 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.

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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 September 30, 2023 for which the fair value was adjusted during the nine months ended September 30, 2023 (in thousands):

																					Fair Value Adjustments for the
			Carrying Value at September 30, 2023																		Three Months Ended Sep. 30, 2023 Recognized in:												Nine Months Ended Sep. 30, 2023 Recognized in:
			Quoted Prices in Active Markets for Identical Instruments						Significant Other Observable Inputs						Significant Unobservable Inputs						Gross charge-offs against allowance for loan losses						Other gains (losses), net						Gross charge-offs against allowance for loan losses						Other gains (losses), net
Nonaccruing loans			$	—					$	—					$	796					$	2,135					$	—					$	4,932					$	—

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at September 30, 2022 for which the fair value was adjusted during the nine months ended September 30, 2022 (in thousands):

																					Fair Value Adjustments for the
			Carrying Value at September 30, 2022																		Three Months Ended Sep. 30, 2022 Recognized in:												Nine Months Ended Sep. 30, 2022 Recognized in:
			Quoted Prices in Active Markets for Identical Instruments						Significant Other Observable Inputs						Significant Unobservable Inputs						Gross charge-offs against allowance for loan losses						Other gains (losses), net						Gross charge-offs against allowance for loan losses						Other gains (losses), net
Nonaccruing loans			$	—					$	159					$	126					$	22					$	—					$	499					$	—
Real estate and other repossessed assets			—						649						1,699						—						—						—						(5,705)

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.

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A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2023 follows (dollars in thousands):

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average)

Nonaccruing loans

$

796

Discounted cash flows

Management knowledge of industry and non-real estate collateral

12% - 14% (14%)1

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

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

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average)

Nonaccruing loans

$

126

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

25% - 25% (25%)1

Real estate and other repossessed assets

1,699

Discounted cash flows

Management knowledge of industry and non-real estate collateral

N/A

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

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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 are measured at fair value on a non-recurring basis as of September 30, 2023 (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						$	854,161					$	854,161					$	854,161					$	—					$	—
Interest-bearing cash and cash equivalents						520,774						520,774						520,774						—						—
Trading securities:
U.S. government securities						18,843						18,843						17,932						911						—
Residential agency mortgage-backed securities						4,653,161						4,653,161						—						4,653,161						—
Municipal securities						51,998						51,998						—						51,998						—
Other trading securities						24,099						24,099						—						24,099						—
Total trading securities						4,748,101						4,748,101						17,932						4,730,169						—
Investment securities:
Municipal securities						121,003						122,695						—						11,957						110,738
Residential agency mortgage-backed securities						2,146,133						1,901,143						—						1,901,143						—
Commercial agency mortgage-backed securities						15,838						14,371						—						14,371						—
Other debt securities						15,788						14,158						—						14,158						—
Total investment securities						2,298,762						2,052,367						—						1,941,629						110,738
Allowance for credit losses						(344)						—						—						—						—
Investment securities, net of allowance						2,298,418						2,052,367						—						1,941,629						110,738
Available for sale securities:
U.S. Treasury						897						897						897						—						—
Municipal securities						488,269						488,269						—						488,269						—
Residential agency mortgage-backed securities						6,216,955						6,216,955						—						6,216,955						—
Residential non-agency mortgage-backed securities						715,806						715,806						—						715,806						—
Commercial agency mortgage-backed securities						4,484,247						4,484,247						—						4,484,247						—
Other debt securities						473						473						—						—						473
Total available for sale securities						11,906,647						11,906,647						897						11,905,277						473
Fair value option securities — Residential agency mortgage-backed securities						20,215						20,215						—						20,215						—
Residential mortgage loans held for sale						72,489						72,489						—						65,179						7,310
Loans:
Commercial						14,719,839						14,603,075						—						—						14,603,075
Commercial real estate						5,241,300						5,094,865						—						—						5,094,865
Loans to individuals						3,762,879						3,512,686						—						—						3,512,686
Total loans						23,724,018						23,210,626						—						—						23,210,626
Allowance for loan losses						(272,114)						—						—						—						—
Loans, net of allowance						23,451,904						23,210,626						—						—						23,210,626
Mortgage servicing rights						311,382						311,382						—						—						311,382
Derivative instruments with positive fair value, net of cash collateral						546,109						546,109						1,596						544,513						—
Deposits with no stated maturity						30,725,335						30,725,335						—						—						30,725,335
Time deposits						2,927,217						2,986,307						—						—						2,986,307
Other borrowed funds						8,924,642						8,922,567						—						—						8,922,567
Subordinated debentures						131,152						116,911						—						116,911						—
Derivative instruments with negative fair value, net of cash collateral						403,947						403,947						190						403,757						—

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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 are measured at fair value on a non-recurring basis as of December 31, 2022 (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						$	943,810					$	943,810					$	943,810					$	—					$	—
Interest-bearing cash and cash equivalents						457,906						457,906						457,906						—						—
Trading securities:
U.S. government securities						9,823						9,823						4,970						4,853						—
Residential agency mortgage-backed securities						4,406,848						4,406,848						—						4,406,848						—
Municipal securities						21,484						21,484						—						21,484						—
Other trading securities						26,006						26,006						—						26,006						—
Total trading securities						4,464,161						4,464,161						4,970						4,459,191						—
Investment securities:
Municipal securities						170,629						176,621						—						38,106						138,515
Residential agency mortgage-backed securities						2,315,219						2,143,360						—						2,143,360						—
Commercial agency mortgage-backed securities						15,609						14,588						—						14,588						—
Other debt securities						12,788						12,199						—						12,199						—
Total investment securities						2,514,245						2,346,768						—						2,208,253						138,515
Allowance for credit losses						(558)						—						—						—						—
Investment securities, net of allowance						2,513,687						2,346,768						—						2,208,253						138,515
Available for sale securities:
U.S. Treasury						898						898						898						—						—
Municipal securities						624,500						624,500						—						624,500						—
Residential agency mortgage-backed securities						5,814,496						5,814,496						—						5,814,496						—
Residential non-agency mortgage-backed securities						577,576						577,576						—						577,576						—
Commercial agency mortgage-backed securities						4,475,917						4,475,917						—						4,475,917						—
Other debt securities						473						473						—						—						473
Total available for sale securities						11,493,860						11,493,860						898						11,492,489						473
Fair value option securities — Residential agency mortgage-backed securities						296,590						296,590						—						296,590						—
Residential mortgage loans held for sale						75,272						75,272						—						68,054						7,218
Loans:
Commercial						14,212,499						13,905,765						—						—						13,905,765
Commercial real estate						4,606,777						4,454,048						—						—						4,454,048
Loans to individuals						3,737,874						3,531,410						—						—						3,531,410
Total loans						22,557,150						21,891,223						—						—						21,891,223
Allowance for loan losses						(235,704)						—						—						—						—
Loans, net of allowance						22,321,446						21,891,223						—						—						21,891,223
Mortgage servicing rights						277,608						277,608						—						—						277,608
Derivative instruments with positive fair value, net of cash collateral						880,343						880,343						2,110						878,233						—
Deposits with no stated maturity						33,018,863						33,018,863						—						—						33,018,863
Time deposits						1,461,842						1,431,245						—						—						1,431,245
Other borrowed funds						7,007,285						7,005,305						—						—						7,005,305
Subordinated debentures						131,205						121,497						—						121,497						—
Derivative instruments with negative fair value, net of cash collateral						554,900						554,900						16						554,884						—

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

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(12) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on September 30, 2023 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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Nine-Month Financial Summary – Unaudited

Consolidated Daily Average Balances, Average Yields and Rates

(In thousands, except per share data)						Nine Months Ended
						September 30, 2023																		September 30, 2022
						Average Balance						Revenue/ Expense						Yield/ Rate						Average Balance						Revenue/ Expense						Yield/ Rate
Assets
Interest-bearing cash and cash equivalents						$	641,203					$	24,257					5.06		%				$	879,657					$	5,730					0.87		%
Trading securities						4,259,291						147,256						4.61		%				5,274,507						86,822						1.99		%
Investment securities						2,403,984						25,985						1.44		%				1,142,177						15,267						1.78		%
Available for sale securities						11,900,049						283,199						3.00		%				11,875,378						176,044						1.92		%
Fair value option securities						194,913						7,561						5.11		%				55,597						1,214						2.89		%
Restricted equity securities						371,871						21,013						7.53		%				168,656						5,194						4.11		%
Residential mortgage loans held for sale						72,021						3,305						5.98		%				153,350						4,637						4.04		%
Loans						22,929,972						1,198,263						6.99		%				21,044,363						651,764						4.14		%
Allowance for loan losses						(253,105)																		(247,083)
Loans, net of allowance						22,676,867						1,198,263						7.06		%				20,797,280						651,764						4.19		%
Total earning assets						42,520,199						1,710,839						5.29		%				40,346,602						946,672						3.07		%
Receivable on unsettled securities sales						203,520																		350,058
Cash and other assets						5,025,214																		6,939,631
Total assets						$	47,748,933																	$	47,636,291
Liabilities and equity
Interest-bearing deposits:
Transaction						$	18,810,872					$	362,593					2.58		%				$	21,107,446					$	48,063					0.30		%
Savings						919,644						1,781						0.26		%				969,280						284						0.04		%
Time						2,136,225						52,374						3.28		%				1,456,389						7,828						0.72		%
Total interest-bearing deposits						21,866,741						416,748						2.55		%				23,533,115						56,175						0.32		%
Funds purchased and repurchase agreements						2,713,195						89,103						4.39		%				1,338,711						7,751						0.77		%
Other borrowings						5,594,290						216,175						5.17		%				1,327,622						13,364						1.35		%
Subordinated debentures						131,156						6,609						6.74		%				131,215						4,452						4.54		%
Total interest-bearing liabilities						30,305,382						728,635						3.21		%				26,330,663						81,742						0.42		%
Non-interest bearing demand deposits						11,179,239																		15,123,552
Due on unsettled securities purchases						396,776																		409,598
Other liabilities						970,132																		888,641
Total equity						4,897,404																		4,883,837
Total liabilities and equity						$	47,748,933																	$	47,636,291
Tax-equivalent Net Interest Revenue												$	982,204					2.08		%										$	864,930					2.65		%
Tax-equivalent Net Interest Revenue to Earning Assets																		3.03		%																2.80		%
Less tax-equivalent adjustment												6,699																		6,176
Net Interest Revenue												975,505																		858,754
Provision for credit losses												40,000																		15,000
Other operating revenue												585,066																		446,171
Other operating expense												948,798																		846,024
Income before taxes												571,773																		443,901
Federal and state income taxes												123,162																		92,000
Net income												448,611																		351,901
Net income (loss) attributable to non-controlling interests												440																		57
Net income attributable to BOK Financial Corp. shareholders												$	448,171																	$	351,844
Earnings Per Average Common Share Equivalent:
Net income:
Basic												$	6.74																	$	5.18
Diluted												$	6.74																	$	5.18

Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield / rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

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Quarterly Financial Summary – Unaudited

Consolidated Daily Average Balances, Average Yields and Rates

(In thousands, except per share data)						Three Months Ended
						September 30, 2023																		June 30, 2023
						Average Balance						Revenue/ Expense						Yield/ Rate						Average Balance						Revenue/ Expense						Yield/ Rate
Assets
Interest-bearing cash and cash equivalents						$	598,734					$	8,199					5.43		%				$	708,475					$	9,552					5.41		%
Trading securities						5,444,587						65,301						4.76		%				4,274,803						47,882						4.50		%
Investment securities, net of allowance						2,331,595						8,309						1.43		%				2,408,122						8,659						1.44		%
Available for sale securities						11,925,800						99,238						3.11		%				12,033,597						94,849						3.00		%
Fair value option securities						41,741						552						4.61		%				245,469						3,116						5.07		%
Restricted equity securities						445,532						8,776						7.88		%				351,944						6,429						7.31		%
Residential mortgage loans held for sale						77,208						1,234						6.27		%				72,959						1,092						5.85		%
Loans						23,414,308						427,649						7.25		%				22,889,054						400,988						7.03		%
Allowance for loan losses						(267,205)																		(252,890)
Loans, net of allowance						23,147,103						427,649						7.33		%				22,636,164						400,988						7.10		%
Total earning assets						44,012,300						619,258						5.49		%				42,731,533						572,567						5.29		%
Receivable on unsettled securities sales						268,344																		163,903
Cash and other assets						5,038,908																		5,012,671
Total assets						$	49,319,552																	$	47,908,107
Liabilities and equity
Interest-bearing deposits:
Transaction						$	19,415,599					$	155,385					3.18		%				$	18,368,592					$	119,272					2.60		%
Savings						874,530						1,043						0.47		%				926,882						490						0.21		%
Time						2,839,947						28,380						3.96		%				2,076,037						16,904						3.27		%
Total interest-bearing deposits						23,130,076						184,808						3.17		%				21,371,511						136,666						2.56		%
Funds purchased and repurchase agreements						2,699,027						32,748						4.81		%				3,670,994						41,905						4.58		%
Other borrowings						6,968,309						96,271						5.48		%				5,275,291						67,316						5.12		%
Subordinated debentures						131,151						2,321						7.02		%				131,153						2,219						6.79		%
Total interest-bearing liabilities						32,928,563						316,148						3.81		%				30,448,949						248,106						3.27		%
Non-interest bearing demand deposits						10,157,821																		10,998,201
Due on unsettled securities purchases						435,927																		436,353
Other liabilities						891,675																		1,079,692
Total equity						4,905,566																		4,944,912
Total liabilities and equity						$	49,319,552																	$	47,908,107
Tax-equivalent Net Interest Revenue												$	303,110					1.68		%										$	324,461					2.02		%
Tax-equivalent Net Interest Revenue to Earning Assets																		2.69		%																3.00		%
Less tax-equivalent adjustment												2,214																		2,200
Net Interest Revenue												300,896																		322,261
Provision for credit losses												7,000																		17,000
Other operating revenue												198,152																		209,049
Other operating expense												324,313																		318,673
Income before taxes												167,735																		195,637
Federal and state income taxes												33,256																		44,001
Net income												134,479																		151,636
Net income (loss) attributable to non-controlling interests												(16)																		328
Net income attributable to BOK Financial Corp. shareholders												$	134,495																	$	151,308
Earnings Per Average Common Share Equivalent:
Basic												$	2.04																	$	2.27
Diluted												$	2.04																	$	2.27

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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(In thousands, except per share data)						Three Months Ended
						March 31, 2023																		December 31, 2022
						Average Balance						Revenue /Expense						Yield / Rate						Average Balance						Revenue / Expense						Yield / Rate
Assets
Interest-bearing cash and cash equivalents						$	616,596					$	6,506					4.28		%				$	568,307					$	5,822					4.06		%
Trading securities						3,031,969						34,073						4.52		%				3,086,985						28,473						3.70		%
Investment securities, net of allowance						2,473,796						9,017						1.46		%				2,535,305						9,223						1.46		%
Available for sale securities						11,738,693						89,112						2.87		%				10,953,851						73,317						2.54		%
Fair value option securities						300,372						3,893						5.17		%				92,012						931						4.40		%
Restricted equity securities						316,724						5,808						7.34		%				216,673						3,088						5.70		%
Residential mortgage loans held for sale						65,769						979						5.79		%				98,613						1,390						5.56		%
Loans						22,476,247						369,626						6.67		%				21,976,004						331,649						5.99		%
Allowance for loan losses						(238,909)																		(242,450)
Loans, net of allowance						22,237,338						369,626						6.74		%				21,733,554						331,649						6.06		%
Total earning assets						40,781,257						519,014						5.06		%				39,285,300						453,893						4.53		%
Receivable on unsettled securities sales						177,312																		194,996
Cash and other assets						5,023,899																		5,729,322
Total assets						$	45,982,468																	$	45,209,618
Liabilities and equity
Interest-bearing deposits:
Transaction						$	18,639,900					$	87,936					1.91		%				$	18,898,315					$	60,893					1.28		%
Savings						958,443						248						0.10		%				969,275						205						0.08		%
Time						1,477,720						7,090						1.95		%				1,417,606						4,476						1.25		%
Total interest-bearing deposits						21,076,063						95,274						1.83		%				21,285,196						65,574						1.22		%
Funds purchased and repurchase agreements						1,759,237						14,450						3.33		%				1,046,447						5,407						2.05		%
Other borrowings						4,512,280						52,588						4.73		%				2,523,195						25,961						4.08		%
Subordinated debentures						131,166						2,069						6.40		%				131,180						2,038						6.16		%
Total interest-bearing liabilities						27,478,746						164,381						2.43		%				24,986,018						98,980						1.57		%
Non-interest bearing demand deposits						12,406,408																		14,176,189
Due on unsettled securities purchases						316,738																		575,957
Other liabilities						939,553																		853,134
Total equity						4,841,023																		4,618,320
Total liabilities and equity						$	45,982,468																	$	45,209,618
Tax-equivalent Net Interest Revenue												$	354,633					2.63		%										$	354,913					2.96		%
Tax-equivalent Net Interest Revenue to Earning Assets																		3.45		%																3.54		%
Less tax-equivalent adjustment												2,285																		2,287
Net Interest Revenue												352,348																		352,626
Provision for credit losses												16,000																		15,000
Other operating revenue												177,865																		197,086
Other operating expense												305,812																		318,456
Income before taxes												208,401																		216,256
Federal and state income taxes												45,905																		47,864
Net income												162,496																		168,392
Net income (loss) attributable to non-controlling interests												128																		(37)
Net income attributable to BOK Financial Corp. shareholders												$	162,368																	$	168,429
Earnings Per Average Common Share Equivalent:
Basic												$	2.43																	$	2.51
Diluted												$	2.43																	$	2.51

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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(In thousands, except per share data)						Three Months Ended
						September 30, 2022
						Average Balance						Revenue / Expense						Yield / Rate
Assets
Interest-bearing cash and cash equivalents						$	748,263					$	3,520					1.87		%
Trading securities						3,178,068						22,772						2.72		%
Investment securities, net of allowance						2,593,989						9,207						1.42		%
Available for sale securities						10,306,257						59,144						2.21		%
Fair value option securities						36,846						286						2.98		%
Restricted equity securities						173,656						2,703						6.23		%
Residential mortgage loans held for sale						132,685						1,684						5.05		%
Loans						21,599,232						265,997						4.89		%
Allowance for loan losses						(241,136)
Loans, net of allowance						21,358,096						265,997						4.94		%
Total earning assets						38,527,860						365,313						3.71		%
Receivable on unsettled securities sales						219,113
Cash and other assets						6,372,229
Total assets						$	45,119,202
Liabilities and equity
Interest-bearing deposits:
Transaction						$	19,556,806					$	31,266					0.63		%
Savings						978,596						135						0.05		%
Time						1,409,069						3,314						0.93		%
Total interest-bearing deposits						21,944,471						34,715						0.63		%
Funds purchased and repurchase agreements						800,759						1,445						0.72		%
Other borrowings						1,528,887						8,988						2.33		%
Subordinated debentures						131,199						1,677						5.07		%
Total interest-bearing liabilities						24,405,316						46,825						0.76		%
Non-interest bearing demand deposits						15,105,305
Due on unsettled securities purchases						331,428
Other liabilities						501,731
Total equity						4,775,422
Total liabilities and equity						$	45,119,202
Tax-equivalent Net Interest Revenue												$	318,488					2.95		%
Tax-equivalent Net Interest Revenue to Earning Assets																		3.24		%
Less tax-equivalent adjustment												2,163
Net Interest Revenue												316,325
Provision for credit losses												15,000
Other operating revenue												189,698
Other operating expense												294,751
Income before taxes												196,272
Federal and state income taxes												39,681
Net income												156,591
Net income attributable to non-controlling interests												81
Net income attributable to BOK Financial Corp. shareholders												$	156,510
Earnings Per Average Common Share Equivalent:
Basic												$	2.32
Diluted												$	2.32

Yield calculations are shown on a tax equivalent at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield / rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

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Quarterly Earnings Trends – Unaudited

(In thousands, except share and per share data)

						Three Months Ended
						Sep. 30, 2023						June 30, 2023						Mar. 31, 2023						Dec. 31, 2022						Sep. 30, 2022
Interest revenue						$	617,044					$	570,367					$	516,729					$	451,606					$	363,150
Interest expense						316,148						248,106						164,381						98,980						46,825
Net interest revenue						300,896						322,261						352,348						352,626						316,325
Provision for credit losses						7,000						17,000						16,000						15,000						15,000
Net interest revenue after provision for credit losses						293,896						305,261						336,348						337,626						301,325
Other operating revenue
Brokerage and trading revenue						62,312						65,006						52,396						63,008						61,006
Transaction card revenue						26,387						26,003						25,621						27,136						25,974
Fiduciary and asset management revenue						52,256						52,997						50,657						49,899						50,190
Deposit service charges and fees						27,676						27,100						25,968						26,429						28,703
Mortgage banking revenue						13,356						15,141						14,367						10,065						11,282
Other revenue						15,865						14,250						16,970						17,034						15,479
Total fees and commissions						197,852						200,497						185,979						193,571						192,634
Other gains (losses), net						1,474						12,618						2,251						8,427						979
Gain (loss) on derivatives, net						(9,010)						(8,159)						(1,344)						4,548						(17,009)
Loss on fair value option securities, net						(203)						(2,158)						(2,962)						(2,568)						(4,368)
Change in fair value of mortgage servicing rights						8,039						9,261						(6,059)						(2,904)						16,570
Gain (loss) on available for sale securities, net						—						(3,010)						—						(3,988)						892
Total other operating revenue						198,152						209,049						177,865						197,086						189,698
Other operating expense
Personnel						190,791						190,652						182,145						186,419						170,348
Business promotion						6,958						7,640						8,569						7,470						6,127
Charitable contributions to BOKF Foundation						23						1,142						—						2,500						—
Professional fees and services						13,224						12,777						13,048						18,365						14,089
Net occupancy and equipment						32,583						30,105						28,459						29,227						29,296
Insurance						7,996						6,974						7,315						4,677						4,306
Data processing and communications						45,672						45,307						44,802						43,048						41,743
Printing, postage and supplies						3,760						3,728						3,893						3,890						4,349
Amortization of intangible assets						3,474						3,474						3,391						3,736						3,943
Mortgage banking costs						8,357						8,300						5,782						9,016						9,504
Other expense						11,475						8,574						8,408						10,108						11,046
Total other operating expense						324,313						318,673						305,812						318,456						294,751
Net income before taxes						167,735						195,637						208,401						216,256						196,272
Federal and state income taxes						33,256						44,001						45,905						47,864						39,681
Net income						134,479						151,636						162,496						168,392						156,591
Net income (loss) attributable to non-controlling interests						(16)						328						128						(37)						81
Net income attributable to BOK Financial Corporation shareholders						$	134,495					$	151,308					$	162,368					$	168,429					$	156,510
Earnings per share:
Basic						$2.04						$2.27						$2.43						$2.51						$2.32
Diluted						$2.04						$2.27						$2.43						$2.51						$2.32
Average shares used in computation:
Basic						65,548,307						65,994,132						66,331,775						66,627,955						67,003,199
Diluted						65,548,307						65,994,132						66,331,775						66,627,955						67,004,623

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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

There are no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, except as described below.

Recent events impacting the financial services industry could adversely affect BOK Financial's business.

Recent events affecting the financial services industry have generated significant market volatility among publicly traded bank holding companies with particular focus on regional banks. These events occurred following a period of rapidly rising interest rates, which resulted in unrealized losses in longer duration securities and loans held by banks as well as more competition for bank deposits. These recent events have, and may continue to, adversely impact the market price and volatility of the Company’s stock. Potentially adverse changes to laws or regulations governing banks and bank holding companies may occur, including but not limited to, increased regulatory scrutiny in the course of routine examinations or otherwise and new regulations directed towards banks of similar size, which could increase the costs of doing business. As a result of recent bank failures the FDIC proposed a special assessment to replenish the Deposit Insurance Fund. If finalized, the special assessment will increase FDIC insurance premiums above the recently increased levels which will result in higher costs.

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

 

The following table provides information with respect to purchases made by or on behalf of the Company or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company's common stock during the three months ended September 30, 2023.

Period						Total Number of Shares Purchased2						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1						Maximum Number of Shares that May Yet Be Purchased Under the Plans
July 1 to July 31, 2023						27,000						$	89.31					27,000						3,945,523
August 1 to August 31, 2023						402,500						$	84.61					402,500						3,543,023
September 1 to September 30, 2023						271,000						$	83.00					271,000						3,272,023
Total						700,500												700,500

1On November 1, 2022, the Company's board of directors authorized the Company to repurchase up to five million shares of the Company's common stock. As of September 30, 2023, the Company had repurchased 1,727,977 shares under this plan. Future repurchases of the Company's common stock will vary based on market conditions, regulatory limitations and other factors.

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

Item 5. Other Information

Trading Plans

No Company director or officer (as defined in Exchange Act Rule 16a-1(f)) has adopted, modified or terminated any trading arrangements during the third quarter of 2023.

Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan and 401(k) plan, and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes on issuances of shares to such officers or directors, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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

Items 3 and 4 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:        November 1, 2023                                                                  

/s/ Martin E. Grunst
Martin E. Grunst
Executive Vice President and
Chief Financial Officer

    

/s/ Michael J. Rogers
Michael J. Rogers
Senior Vice President and
Chief Accounting Officer

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