BOK Financial BOKF Form 10-Q filing Q3 FY2024

Part I. Financial Information

Management's Discussion and Analysis (Item 2) 2

Market Risk (Item 3) 39

Controls and Procedures (Item 4) 43

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 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, 2023.

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, 2024.

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, 2024, the Company had repurchased 3,457,020 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 2024.

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 101

Signatures 102

GLOSSARY OF DEFINED TERMS

The following items may be used throughout this report, including the consolidated financial statements and related notes.

Term Definition

AFS Available-For-Sale

AOCI Accumulated Other Comprehensive Income

ASU Accounting Standards Update

ATM Automated Teller Machine

Board Board of Directors of BOK Financial Corporation

BOK Financial BOK Financial Corporation

BOKF BOK Financial Corporation

BOKFI BOK Financial Insurance, Inc.

CECL Current Expected Credit Losses

Company BOK Financial Corporation

EFT Electronic Funds Transfer

FASB Financial Accounting Standards Board

FDIC Federal Deposit Insurance Corporation

FHLB Federal Home Loan Bank

GAAP Generally Accepted Accounting Principles in the United States of America

GDP Gross Domestic Product

GNMA Government National Mortgage Association

MSR Mortgage Servicing Rights

Nasdaq National Association of Securities Dealers Automated Quotations

NYMEX New York Mercantile Exchange

PPNR Pre-Provision Net Revenue

RMHFS Residential Mortgages Held for Sale

SEC Securities and Exchange Commission

SOFR Secured Overnight Financing Rate

SVaR Stressed Value at Risk

TransFund BOKF's electronic funds transfer network

USDC United States District Court

VA U.S. Department of Veterans Affairs

VaR Value at Risk

WTI West Texas Intermediate

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

Performance Summary

BOK Financial reported net income of $140.0 million, or $2.18 per diluted share, for the third quarter of 2024 compared to $163.7 million, or $2.54 per diluted share, for the second quarter of 2024. PPNR1, a non-GAAP measure, decreased $43.7 million to $175.3 million compared to the second quarter of 2024.

Highlights of the third quarter of 2024 compared to the second quarter of 2024 included:

• Net interest income totaled $308.1 million, an increase of $12.1 million over the prior quarter. Net interest margin was 2.68% for the third quarter of 2024 compared to 2.56% for the prior quarter, due to increased yields on our available-for-sale securities portfolio, combined with higher loan fees driven by payoffs and the funding shift from wholesale borrowings to interest-bearing deposits. For the third quarter of 2024, our core net interest margin excluding trading activities1, a non-GAAP measure, was 3.02% compared to 2.94% in the prior quarter.
• Fees and commissions revenue totaled $202.5 million, an increase of $2.5 million over the prior quarter. Higher transaction card revenue and other revenue was partially offset by lower brokerage and trading revenue.
• Other operating expense totaled $341.0 million, an increase of $4.3 million. Personnel expense increased $15.7 million due to higher incentive compensation and regular compensation. Non-personnel expense decreased $11.4 million, largely due to our contribution to the BOKF Foundation in the prior quarter.
• Other gains, net, were $13.1 million for the third quarter of 2024, compared to $57.4 million in the second quarter of 2024. The prior quarter included a $53.8 million pre-tax gain on the conversion of our Visa B shares under the exchange offer announced by Visa, Inc. During the third quarter of 2024, we sold the remaining 133,472 converted shares of Visa common stock and realized an additional gain of $3.1 million. The current quarter also included a gain on merchant banking investments of $5.0 million and a pre-tax gain on investments related to deferred compensation of $3.8 million.
• Period end outstanding loan balances totaled $24.0 billion at September 30, 2024, a decrease of $569 million compared to June 30, 2024, largely due to a reduction in commercial loans, partially offset by growth in commercial real estate loans and loans to individuals. Average loan balances decreased $80 million to $24.3 billion.
• The provision for credit losses of $2.0 million in the third quarter of 2024 reflects continued strong credit quality, net loan paydowns, and relatively minor changes in economic forecast scenario assumptions. Net recoveries were $54 thousand, or less than 0.01% of average loans on an annualized basis, in the third quarter. The resulting combined allowance for credit losses totaled $332 million, or 1.39% of outstanding loans, at September 30, 2024. The combined allowance for credit losses was $330 million, or 1.34% of outstanding loans, at June 30, 2024.
• Nonperforming assets not guaranteed by U.S. government agencies were $80 million, a $6.0 million decrease compared to June 30, 2024. Potential problem loans increased by $80 million while other loans especially mentioned decreased by $55 million compared to June 30, 2024.
• Period end deposits were $37.2 billion at September 30, 2024, growing $985 million over June 30, 2024. Average deposits increased $1.1 billion, including a $1.2 billion increase in average interest-bearing deposits, partially offset by a $113 million reduction in demand deposit balances. The loan to deposit ratio was 64% at September 30, 2024, compared to 68% at June 30, 2024.
• Assets under management or administration totaled $110.7 billion at September 30, 2024, increasing $3.2 billion over June 30, 2024.
• The Company's tangible common equity ratio1, a non-GAAP measure, was 9.22% at September 30, 2024, and 8.38% at June 30, 2024. 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 ratio1 would be 9.01% at September 30, 2024, and 8.06% at June 30, 2024.

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

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• The common equity Tier 1 capital ratio at September 30, 2024, was 12.73%. Other regulatory capital ratios include the Tier 1 capital ratio at 12.74%, total capital ratio at 13.91%, and leverage ratio at 9.67%. At June 30, 2024, the common equity Tier 1 capital ratio was 12.10%, the Tier 1 capital ratio was 12.11%, total capital ratio was 13.25%, and leverage ratio was 9.39%.
• No shares were repurchased during the third quarter of 2024. The Company repurchased 412,176 shares at an average price of $90.38 in the second quarter of 2024. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.
• The Company paid a regular cash dividend of $35.1 million, or $0.55 per common share, during the third quarter of 2024. On October 29, 2024, the board of directors approved a quarterly cash dividend of $0.57 per common share payable on or about November 27, 2024, to shareholders of record as of November 15, 2024.

Highlights of the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, included:

• Net interest income totaled $897.7 million for the nine months ended September 30, 2024, and $975.5 million for the nine months ended September 30, 2023. Net interest income decreased $62.4 million from changes in interest rates and decreased $15.4 million from changes in earning assets. Net interest margin was 2.62% compared to 3.03%. 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 at first 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. Throughout 2023 and into the third quarter of 2024, we have experienced margin compression reflecting deposit repricing activity and demand deposit migration into interest-bearing accounts. Loan yields increased 43 basis points, while funding costs increased 91 basis points. Average earning assets increased $3.1 billion to $45.6 billion, driven largely by higher average loan balances and trading securities balances. Total interest-bearing deposits increased $5.5 billion, partially offset by a decrease of $2.7 billion in demand deposit balances. Other borrowed funds decreased $152 million.
• Fees and commissions revenue totaled $603.1 million for the nine months ended September 30, 2024, an $18.8 million increase over the nine months ended September 30, 2023. Fiduciary and asset management revenue increased $14.4 million led by growth in trust fees and Cavanal Hill fund fees. Mortgage banking revenue increased $13.1 million, primarily due to higher production volume. Deposit service charges increased $8.0 million due to growth in commercial service charges. Brokerage and trading revenue decreased $17.1 million, largely due to reduced trading volumes and decreased customer hedging revenue, primarily attributed to our energy customers. The prior period also included $8.9 million of insurance brokerage revenue recognized prior to the sale of BOKFI. This decrease was almost entirely offset by an increase of $7.3 million in investment banking revenue driven by growth in underwriting fees and financial advisory fees.
• Other gains, net, were $74.7 million for the nine months ended September 30, 2024, compared to $16.3 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, we sold our converted shares of Visa common stock and realized a gain of $56.9 million. We also recognized a $9.5 million gain on deferred compensation investments, which are held to offset the cost of various employee benefit programs, and a $6.2 million gain on merchant banking investments. These gains were partially offset by losses of $45.8 million on the repositioning of the available-for-sale securities portfolio. The prior period included $8.9 million in gain on alternative investments, primarily attributable to merchant banking activity, and $3.1 million on deferred compensation investments.
• Total operating expense was $1.0 billion for the nine months ended September 30, 2024, an increase of $69.3 million compared to the nine months ended September 30, 2023. Personnel expense increased $37.0 million. Regular compensation increased $15.2 million, largely related to annual merit increases, salary adjustments, and business expansion. Incentive compensation expense was up $11.9 million, primarily due to higher deferred compensation expense, which is largely offset by changes in the fair value of deferred compensation investments, and increased share-based compensation expense resulting from changes in assumptions on certain performance-based equity awards. Employee benefits expense increased $9.8 million related to higher employee healthcare costs and retirement plan costs. Non-personnel expense increased $32.3 million to $417.5 million. Charitable contributions to the BOKF Foundation increased $12.4 million, largely due to the donation of converted Visa shares to the BOKF Foundation. FDIC insurance costs were up due to recognition of $6.2 million in additional special assessment expense during 2024. Other expense also increased $6.4 million due to higher operational losses.
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• The provision for expected credit losses was $18.0 million for the nine months ended September 30, 2024. A $40.0 million provision for expected credit losses was recorded for the nine months ended September 30, 2023.
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Results of Operations

Net Interest Income and Net Interest Margin

Net interest income 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 income 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 revenue earned on assets funded by non-interest bearing liabilities such as demand deposits and equity.

Tax-equivalent net interest income totaled $310.5 million for the third quarter of 2024, compared to $298.2 million for the prior quarter. Net interest income increased $9.9 million from changes in interest rates and increased $2.4 million from changes in earning assets. Table 1 shows the effect on net interest income from changes in average balances and interest rates for various types of earning assets and interest-bearing liabilities.

Average earning assets decreased $108 million compared to the second quarter of 2024. The average balance of trading securities decreased $120 million. Average loan balances decreased $80 million due to a reduction in commercial loans, largely offset by growth in commercial real estate loans and loans to individuals. The average balance of investment (held-to-maturity) securities decreased $57 million and average restricted equity securities reduced $43 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, increased $184 million.

Total average deposits increased $1.1 billion over the second quarter of 2024, including a $1.2 billion increase in interest-bearing deposits, partially offset by a $113 million decrease in demand deposits. Funds purchased and repurchase agreements decreased $822 million while other borrowings decreased $785 million.

Net interest margin was 2.68% compared to 2.56% in the second quarter of 2024, due to increased yields on our available-for-sale securities portfolio, combined with higher loan fees driven by payoffs and the funding shift from wholesale borrowings to interest-bearing deposits. For the third quarter of 2024, our core net interest margin excluding trading activities1, a non-GAAP measure, was 3.02% compared to 2.94% in the prior quarter. The tax-equivalent yield on earning assets was 5.89%, an increase of 9 basis points. Loan yields grew 6 basis points to 7.47%. The available-for-sale securities portfolio yield increased 5 basis points to 3.76%. The yield on trading securities was up 30 basis points to 5.36% and the yield on interest-bearing cash and cash equivalents decreased 53 basis points to 5.33%.

Funding costs were 4.11%, a 4 basis point decrease compared to the prior quarter. The cost of interest-bearing deposits increased 3 basis points to 3.79%. The cost of funds purchased and repurchase agreements decreased 39 basis points to 3.89% while the cost of other borrowings decreased 3 basis points to 5.55%. The benefit to net interest margin from assets funded by non-interest liabilities was 90 basis points, a decrease of 1 basis point.

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 81% 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 income 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)

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 $208.2 million for the third quarter of 2024, a decrease of $51.5 million compared to the second quarter of 2024. The second quarter of 2024 included $53.8 million pre-tax gain on the conversion of our Visa B shares under the exchange offer by Visa, Inc.

Table 2 – Other Operating Revenue

(Dollars in thousands)

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% of combined net interest income before provision for credit losses and fees and commissions revenue for the third quarter of 2024. 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 decreasing interest rates, that we expect will result in a decline in net interest income or fiduciary and asset management revenue may also increase 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 $2.6 million compared to the second quarter of 2024.

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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 $23.6 million, a $4.1 million decrease compared to the prior quarter. A decline in U.S. agency residential mortgage-backed securities trading volumes, driven by market conditions in the third quarter of 2024, was partially offset by an increase in municipal trading revenue led by strong activity in this sector.

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 $7.4 million for the third quarter of 2024, an increase of $662 thousand, and was primarily attributed to our interest rate derivative customers. 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 $14.4 million, up $680 thousand over the prior quarter, largely related to the timing and volume of transactions.

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 $28.5 million for the third quarter of 2024, a $1.2 million increase, primarily due to growth in the volume of transactions processed during the 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 $57.4 million for the third quarter of 2024, consistent with the second quarter of 2024. Growth in our trust fee income this quarter nearly fully offset prior quarter's seasonal tax preparation fees.

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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)

1 Assets under management or administration balance excludes certain assets under custody held by a sub-custodian where minimal revenue is recognized. $21 billion, $21 billion, and $18 billion of such assets are excluded from assets under management or administration at September 30, 2024, June 30, 2024, and September 30, 2023, 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, 2024, and 2023 follows:

Table 4 – Changes in Assets Under Management or Administration

(In thousands)

Assets under management as of September 30, 2024, consist of 40% fixed income, 39% equities, 13% cash, and 8% alternative investments.

Deposit Service Charges

Deposit service charges and fees increased $878 thousand over the second quarter of 2024, primarily due to growth in overdraft fees and commercial service charges, combined with increased check card revenue.

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Mortgage Banking Revenue

Mortgage banking revenue was consistent with the second quarter of 2024. Mortgage production volume decreased $3.2 million to $232 million. Production revenue as a percentage of production volume, which includes unrealized gains and losses on our mortgage commitment pipeline and related hedges, decreased 34 basis points to 0.67%.

Table 5 – Mortgage Banking Revenue

(Dollars in thousands)

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

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Net Gains on Other Assets, Securities and Derivatives

Other gains, net, were $13.1 million for the third quarter of 2024, compared to $57.4 million in the second quarter of 2024. The second quarter of 2024 included a $53.8 million pre-tax gain on the conversion of our Visa B shares under the Exchange Offer announced by Visa, Inc. During the third quarter of 2024, we sold the remaining Visa Class C shares (equal to 133,472 Visa Class A shares) and realized an incremental pre-tax gain of $3.1 million. The current quarter also included a gain on merchant banking investments of $5.0 million and a gain on investments related to deferred compensation of $3.8 million.

As discussed in the Market Risk section following, the fair value of our 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)

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 2024 totaled $341.0 million, an increase of $4.3 million compared to the second quarter of 2024. Our efficiency ratio1 was 65.11% for the third quarter of 2024, compared to 59.83% in the prior quarter.

Table 7 – Other Operating Expense

(Dollars in thousands)

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

Personnel Expense

Personnel expense increased $15.7 million compared to the second quarter of 2024. Cash-based incentive compensation increased $7.8 million as the prior quarter received a benefit due to a shift in the timing of expense recognition as commercial incentive compensation plans moved to being primarily share-based rather than cash-based awards. Share-based compensation was up $3.5 million reflecting changes in assumptions of certain performance-based equity awards. Deferred compensation, which is offset by changes in the fair value of deferred compensation investments, increased $1.8 million, directly related to market movements. Regular compensation increased $2.7 million, driven by additional staffing and a reduction in the amount of compensation expense capitalized during the third quarter. This was due to decreased loan production levels and the implementation of a significant project in the prior quarter.

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 was $134.2 million, a decrease of $11.4 million. The prior quarter included a $13.6 million charitable donation to the BOKF Foundation. In the third quarter of 2024, the FDIC updated their estimate of the special assessment resulting in a benefit of $1.4 million, compared to $1.2 million of expense in the prior quarter. Net occupancy and equipment expense increased $1.8 million and data processing and communications expense grew $1.4 million, primarily due to ongoing projects.

Income Taxes

The effective tax rate was 19.22% for the third quarter of 2024 and 22.41% for the second quarter of 2024. The effective tax rate for the third quarter of 2024 decreased primarily due to the release of reserves for uncertain tax positions as the statute of limitations had expired. The effective rate for the nine months ended September 30, 2024, and September 30, 2023, was 21.13% and 21.54%, respectively, decreasing primarily due to lower forecasted pre-tax income.

Reportable Segments

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

In addition to our reportable segments, we have a Funds Management unit. The primary purpose of this unit is to manage our overall liquidity needs and interest rate risk. Each segment 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 segment. The Funds Management unit also initially recognizes accruals for loss contingencies when losses become probable. Actual losses are recognized by the segment if the accruals are settled.

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

Net interest income in our segments reflects our internal funds transfer pricing methodology. The funds transfer pricing methodology is the process by which the Company allocates interest income and expense to the segments and transfers the primary interest rate risk and liquidity risk to the Funds Management unit. The funds transfer pricing methodology considers the interest rate and liquidity risk characteristics of assets and liabilities. Periodically, the methodology and assumptions utilized in transfer pricing are adjusted to reflect economic conditions and other factors, which may impact the allocation of net interest income to the segments.

Economic capital is assigned to the segments 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 segments and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each segment 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 segment.

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As shown in Table 8, net income attributable to our lines of business increased $7.2 million over the second quarter of 2024. Net interest income increased $7.6 million, primarily due to increased loan fees from early payoffs and increased non-use fees. Net loans charged off decreased $7.1 million to $291 thousand. Operating revenue increased $4.5 million, primarily due to an increase in letter of credit fees and fees earned on derivative counterparty margin, coupled with increased gains on merchant banking investments. Operating expense increased $8.2 million, largely due to increased incentive compensation costs during the quarter. Corporate expense allocations decreased $3.1 million. The decrease in net income attributed to Funds Management and other is largely due to the $53.8 million pre-tax gain recognized on the conversion of our Visa B shares in the prior quarter.

Table 8 – Net Income by Line of Business

(Dollars in thousands)

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 $129.9 million to consolidated net income in the third quarter of 2024, an increase of $10.3 million, or 9%, compared to the second quarter of 2024.

Table 9 – Commercial Banking

(Dollars in thousands)

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 income increased $3.9 million, or 2%, due to increased loan fees from early payoffs and increased non-use fees. Net recoveries were $1.3 million in the third quarter of 2024 compared to net loans charged off of $6.1 million in the prior quarter.

Fees and commissions revenue increased $2.1 million, or 4%. Transaction card revenue increased $1.2 million driven by an increase in transaction volume processed during the quarter. Other gains, net, increased $2.6 million related to gains on merchant banking investments. Operating expense increased $2.3 million, or 3%, compared to the second quarter of 2024, primarily due to an increase in personnel expense for increased incentive compensation.

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Average outstanding loan balances attributed to Commercial Banking were relatively consistent with the prior quarter at $20.3 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 grew by $942 million, or 6%, over the second quarter of 2024 to $17.1 billion. See Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital for further discussion of changes.

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 $18.9 million to consolidated net income for the third quarter of 2024, a decrease of $5.2 million, or 21%, compared to the prior quarter.

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Table 10 – Consumer Banking

(Dollars in thousands)

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 income from Consumer Banking stayed consistent with the prior quarter at $65.3 million. Operating revenue was relatively unchanged from the prior quarter. Operating expense increased $2.7 million, or 5%.

The net cost of the changes in the fair value of mortgage servicing rights and related economic hedges was $4.5 million compared to a net cost of $221 thousand for the second quarter of 2024.

Average loans increased $83 million, or 4% over the prior quarter, to $2.1 billion. Average deposits attributed to the Consumer Banking segment increased $63 million, or 1%, to $8.1 billion. 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 $29.6 million to consolidated net income in the third quarter of 2024, an increase of $2.1 million, or 8%, over the second quarter of 2024.

Table 11 – Wealth Management

(Dollars in thousands)

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

Combined net interest income and fee revenue increased $2.9 million, or 2%, compared to the second quarter of 2024, primarily due to an increase in letter of credit fees and fees earned on derivative counterparty margin. Total revenue from institutional trading activities was relatively consistent with the prior quarter as the decline in U.S. agency residential mortgage-backed securities trading volumes was offset by increased net interest income from higher yields on trading securities. Personnel expense increased $2.9 million, or 4%, largely due to growth in incentive compensation expense.

Average outstanding loans attributed to the Wealth Management segment decreased $49 million, or 2%, to $2.2 billion compared to the prior quarter. Average Wealth Management deposits increased $287 million, or 3%, to $9.8 billion. 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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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, investment (held-to-maturity), or available-for-sale. See Note 2 to the Consolidated Financial Statements for the composition of the securities portfolio as of September 30, 2024, and December 31, 2023.

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 $73 million to $5.1 billion during the third quarter of 2024. 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, 2024, the carrying value of investment securities was $2.1 billion, including a $234 thousand allowance for expected credit losses, compared to $2.1 billion at June 30, 2024, with a $287 thousand allowance for expected credit losses. The fair value of investment securities was $1.9 billion at September 30, 2024, a $13 million increase 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 $13.3 billion at September 30, 2024, a $120 million decrease compared to June 30, 2024. At September 30, 2024, 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 3.2 years as of September 30, 2024, compared to 3.4 years as of June 30, 2024. Management estimates the duration extends to 3.9 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.2 years assuming a 200 basis point decline in the current rate environment. The duration of the total investment portfolio is 3.0 years, extending to 3.5 years in an upward shock of 200 basis points and contracting to 2.3 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.

On January 23, 2024, Visa, Inc. stockholders approved an exchange offer which provided holders of Class B-1 shares an option to convert up to 50% of its Class B-1 shares to Visa Class C shares and subsequently to freely transferable Visa Class A common shares subject to certain restrictions and holding period requirements (the "Exchange Offer"). The Company tendered all of its 252,233 Class B-1 Visa shares under the Exchange Offer and received 126,116 shares of Visa Class B-2 common stock and 50,053 shares of Visa Class C common stock which automatically converted into four shares of Visa's Class A common stock upon any transfer to a person other than a Visa member or an affiliate of a Visa member. During the second quarter of 2024, the Company donated the equivalent of 35,620 Visa Class A shares to the BOKF Foundation and sold 31,120 Visa Class A shares recognizing a $10 million charitable contribution and $18.7 million in pre-tax gains. The Company recognized an unrealized gain of $34.9 million on the remaining Visa Class C common shares during the second quarter based on the closing price of Visa Class A common stock as evidence of orderly transactions between market participants for similar securities issued by Visa. The Company sold the remaining Visa Class C shares (equal to 133,472 Visa Class A common shares) during the third quarter and recorded a realized pre-tax gain of $3.1 million. The Visa Class B-2 shares carry over the restrictions associated with the former Visa Class B-1 shares. See Note 6 to the Consolidated Financial Statements.

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Bank-Owned Life Insurance

We have approximately $414 million of bank-owned life insurance at September 30, 2024. This investment is expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $318 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, 2024, the fair value of investments held in separate accounts covered by the stable value wrap was approximately $300 million. Since the underlying fair value of the investments held in separate accounts at September 30, 2024, was below the net book value of the investments, $17 million of cash surrender value was supported by the stable value wrap. The remaining $2.1 million of fair value held in separate accounts is not supported by the stable value wrap. The stable value wrap is provided by an investment grade financial institution.

Loans

The aggregate loan portfolio before allowance for loan losses totaled $24.0 billion at September 30, 2024, a decrease of $569 million compared to June 30, 2024, largely due to a reduction in commercial loans, partially offset by an increase in commercial real estate loan balances and loans to individuals.

Table 12 – Loans

(In thousands)

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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 $14.9 billion, or 62% of the loan portfolio at September 30, 2024, a $745 million decrease compared to June 30, 2024, primarily due to a decrease in energy, general business and healthcare loan balances.

Approximately 70% 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% of the segment.

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

Outstanding energy loan balances totaled $3.1 billion, or 13% of total loans at September 30, 2024, a $325 million decrease compared to June 30, 2024. This decrease was primarily due to a more accommodative public debt market for the energy industry and merger activity in the sector.

Approximately $2.5 billion of energy loans were to oil and gas producers, a $160 million decrease compared to June 30, 2024. 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 70% of committed production loans are secured by properties primarily producing oil, and 30% of the committed production loans are secured by properties primarily producing natural gas.

Loans to midstream oil and gas companies totaled $406 million at September 30, 2024, a $132 million decrease compared to June 30, 2024. Loans to borrowers that provide services to the energy industry totaled $192 million at September 30, 2024, a decrease of $28 million compared to the prior quarter. Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $38 million, a $4.9 million decrease compared to June 30, 2024.

Unfunded energy loan commitments were $4.5 billion at September 30, 2024, a $95 million increase over June 30, 2024.

The healthcare sector of the loan portfolio totaled $4.1 billion, or 17% of total loans. Healthcare loans decreased $82 million compared to June 30, 2024. 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% of total loans, a $3.5 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 municipal government entities, Native American tribal casino operations, foundations and not-for-profit organizations, educational services, and specialty trade contractors. Approximately $1.4 billion of the services category is made up of loans with individual balances of less than $10 million. Services sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer's business.

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General business loans totaled $4.0 billion, or 17% of total loans, a decrease of $335 million compared to the prior quarter. General business loans consist of $2.6 billion of wholesale/retail loans and $1.5 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, 2024, the outstanding principal balance of these loans totaled $5.6 billion, including $2.1 billion of energy loans. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 20% of our shared national credits, based on dollars committed. We hold shared national credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management's quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

Commercial Real Estate

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

Outstanding commercial real estate loan balances totaled $5.2 billion, or 22% of total loans at September 30, 2024, an increase of $105 million compared to June 30, 2024. Loans secured by multifamily properties increased by $112 million to $2.1 billion. Loans secured by industrial facilities increased by $56 million to $1.3 billion, and construction and land development loans increased by $17 million to $105 million. These increases were partially offset by a $61 million decrease in loans secured by office facilities and a $26 million decrease in loans secured by retail facilities.

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

Unfunded commercial real estate loan commitments were $1.7 billion at September 30, 2024, an increase of $131 million compared to June 30, 2024. We take a disciplined approach to managing our concentration of commercial real estate loan commitments as a percentage of capital.

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.

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Loans to individuals totaled $3.9 billion, or 16% of the loan portfolio, an increase of $72 million compared to June 30, 2024. Approximately 90% 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.

Table 13 – Loans Managed by Primary Geographical Market

(In thousands)

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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 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)

Customer Hedging Programs

We offer programs that permit our customers to hedge various risks, including fluctuations in energy, interest rates, foreign exchange rates, and other commodities with derivative contracts. 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, 2024, the net fair value of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $415 million compared to $339 million at June 30, 2024. At September 30, 2024, the net fair value of our derivative contracts included $290 million for energy contracts, $68 million for foreign exchange contracts, and $57 million for interest rate swaps. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $393 million at September 30, 2024, and $327 million at June 30, 2024.

At September 30, 2024, total derivative assets were reduced by $109 million of cash collateral received from counterparties and total derivative liabilities were reduced by $118 thousand 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, 2024, follows in Table 15.

Table 15 – Fair Value of Derivative Contracts

(In thousands)

At September 30, 2024, our largest derivative exposure was to an exchange for $165 million of net energy 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 which may incur additional funding costs. Also, changes in commodity prices affect risk-weighted assets and total assets which in turn impacts regulatory capital ratios. 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 $50.64 per barrel of oil would decrease the fair value of derivative assets by $2.5 million, with lending customers comprising the bulk of the assets. An increase in prices to an equivalent of $85.70 per barrel of oil would increase the fair value of derivative assets by $532 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, 2024, 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, 2024, 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)

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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 GDP growth, civilian unemployment rate, commercial real estate vacancy rates, and 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.

Non-pass grade loans, including loans especially mentioned, accruing substandard and nonaccruing loans, increased $19 million over June 30, 2024. Non-pass grade commercial real estate loans increased $43 million. Non-pass grade energy loans decreased $18 million. A summary of outstanding loan balances by risk grade is included in Note 4 to the Consolidated Financial Statements.

The provision for credit losses of $2.0 million in the third quarter of 2024 reflects continued strong credit quality, net loan paydowns, and relatively minor changes in economic forecast scenario assumptions. The allowance for loan losses totaled $284 million, or 1.19% of outstanding loans at September 30, 2024. Excluding residential mortgage loans guaranteed by U.S. government agencies, the allowance for loan losses was 366% of nonaccruing loans. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $332 million, or 1.39% of outstanding loans and 427% of nonaccruing loans at September 30, 2024.

The probability weighting of all scenarios in our reasonable and supportable forecast remained unchanged compared to 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 $172 million in quantitative reserve, while a 100% upside case would result in $18 million less quantitative reserve at September 30, 2024. Such sensitivity calculations do not necessarily reflect the nature and extent of future changes in the related allowance.

The Company recorded an $8.0 million provision for credit losses in the second quarter of 2024. The allowance for loan losses was $288 million, or 1.17% of outstanding loans at June 30, 2024. Excluding residential mortgage loans guaranteed by U.S. government agencies, the allowance for loan losses was 342% of nonaccruing loans. The combined allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments was $330 million, or 1.34% of outstanding loans and 393% of nonaccruing loans.

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A summary of macroeconomic variables considered in developing our estimate of expected credit losses at September 30, 2024 follows:

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Net Loans Charged Off

Net recoveries were $54 thousand, or less than 0.01% of average loans on an annualized basis, in the third quarter. Net charge-offs of loans to individuals include deposit account overdraft losses. Net charge-offs were $6.9 million, or 0.11% of average loans on an annualized basis, in the second quarter of 2024.

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 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 Investment (Held-to-Maturity) Securities

The expected credit losses principles apply to all financial assets measured at cost, including our investment (held-to-maturity) 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. 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)

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

Nonaccruing loans decreased $6.4 million compared to June 30, 2024. New nonaccruing loans identified in the third quarter totaled $26 million, offset by $29 million in payments received and $2.5 million of charge-offs. Nonaccruing healthcare loans decreased $4.9 million and nonaccruing services loans decreased $1.7 million, partially offset by a $1.1 million increase in nonaccruing residential mortgage loans. The Company generally retains nonperforming assets to maximize potential recovery, which may cause future nonperforming assets to decrease more slowly.

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A rollforward of nonperforming assets for the three and nine months ended September 30, 2024, follows in Table 18.

Table 18 – Rollforward of Nonperforming Assets

(In thousands)

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 $2.6 million at September 30, 2024, largely unchanged compared to June 30, 2024. Real estate and other repossessed assets were composed primarily of $2.1 million of land for commercial real estate development.

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Liquidity and Capital

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. Based on the average balances for the third quarter of 2024, approximately 72% of our funding was provided by deposit accounts, 14% from borrowed funds, 11% from equity, and less than 1% from long-term subordinated debt.

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 2024 totaled $36.8 billion, a $1.1 billion increase over the second quarter of 2024. Interest-bearing transaction account balances grew by $980 million and time deposit balances were up $252 million. Demand deposit balances decreased $113 million compared to the prior quarter.

Table 19 – Average Deposits by Line of Business

(In thousands)

Average Commercial Banking deposits increased $942 million over the second quarter of 2024. Interest-bearing transaction account balances increased $1.0 billion, while demand deposit balances decreased $99 million. Our Commercial deposit portfolio is highly diversified across industries and customers. The highest concentration by industry within our Commercial deposit portfolio is our energy customers representing 9% of our total deposits.

Average Consumer Banking deposit balances increased $63 million over the prior quarter. A $153 million increase in time deposit balances was partially offset by a $41 million decrease in interest-bearing transaction account balances and a $37 million decrease in demand deposit balances.

Average Wealth Management deposits increased $287 million over the second quarter of 2024. Time deposit balances increased $190 million, interest-bearing transaction account balances increased $62 million, and demand deposit balances increased $32 million.

Average brokered deposits were 5% of total deposits during the third quarter of 2024. Excluding the reciprocal component, brokered deposits represented 1% of total deposits. Beginning in the first quarter of 2024, reciprocal deposit balances exceeded the $5 billion general threshold as defined by the FDIC. Reciprocal deposit balances in excess of the $5 billion general threshold are included as brokered deposits for regulatory reporting purposes. Growth in brokered deposits during the quarter was primarily related to growth in reciprocal deposit balances. Average interest-bearing transaction accounts for the third quarter included $1.7 billion of brokered deposits, a $423 million increase over the second quarter of 2024. Average time deposits for the third quarter of 2024 included $262 million of brokered deposits, a $123 million decrease compared to the second quarter of 2024. Period end brokered interest-bearing transaction accounts increased $125 million to $1.7 billion at September 30, 2024, and brokered time deposits increased $75 million to $316 million at September 30, 2024.

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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)

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Estimated uninsured deposits totaled $19.4 billion, or 52% of our total deposits, at September 30, 2024. In addition to insured deposits, we also hold $3.4 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 $15.1 billion or 41% of total deposits at September 30, 2024.

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 single source of wholesale federal funds purchased totaled $250 million at September 30, 2024. 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 $6.3 billion during the quarter, compared to $7.1 billion in the second quarter of 2024.

At September 30, 2024, management estimates a total potential secured borrowing capacity of approximately $27.6 billion. This includes current available secured capacity of $22.8 billion from the use of programs available to U.S. banks from the Federal Home Loan Banks and Federal Reserve Banks and an estimated $4.8 billion of other sources that could be converted into additional secured capacity.

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

Table 21 – Borrowed Funds

(Dollars in thousands)

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, 2024, cash and interest-bearing cash and cash equivalents held by the parent company totaled $217 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, 2024, based upon the most restrictive limitations as well as management's internal capital policy, BOKF, NA could declare up to $609 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, 2024, was $5.6 billion, a $383 million increase compared to June 30, 2024. Net income less cash dividends paid increased equity $105 million during the third quarter of 2024. Changes in interest rates resulted in a $270 million improvement in the accumulated other comprehensive loss compared to June 30, 2024. 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, 2024, the Company had repurchased 3,457,020 shares under this authorization. No shares were repurchased during the third quarter of 2024. 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 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 3 basis points to the Company's common equity Tier 1 capital at September 30, 2024.

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

Table 22 – Capital and Performance Ratios

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)

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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.

Net interest income 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.

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 income, 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

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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 Income 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 income. 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 income variation due to a 200 basis point parallel change in market interest rates over twelve months is a maximum decline of 6.5%. Management also reviews alternative rate changes and time periods.

The Company's primary interest rate exposures include the Federal Funds rate, which affects short-term borrowings, and the prime lending rate, 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 income. Should deposit costs be 10% more sensitive to changes in rates, the variation in net interest income over the next twelve months would be 0.63%, or $7.8 million, for the 100 basis point decrease scenario. Alternatively, should deposit funding costs be 10% less sensitive to changes in rates, the variation in net interest income over the next twelve months would be (0.59)%, or $(7.3) million, for the 100 basis point decrease scenario. Additionally, in a flattening yield curve scenario where long-term rates increase by 100 basis points and short-term rates increase by 200 basis points, net interest income would decrease approximately 5.78%, or $72.0 million.

Table 24 – Interest Rate Sensitivity

(Dollars in thousands)

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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)

Trading Activities

The Company bears market risk by originating RMHFS. RMHFS are generally outstanding for 60 to 90 days, which represents the typical period from commitment to originate a loan to sale of the closed loan to an investor. Primary mortgage interest rate changes during this period affect the value of RMHFS commitments and loans. We use forward sale contracts to mitigate market risk on all closed mortgage loans held for sale and on an estimate of mortgage loan commitments that are expected to result in closed loans.

A variety of methods are used to monitor market risk of mortgage origination activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and revenue sensitivity limits.

Management performs a stress test to measure market risk due to changes in interest rates inherent in the mortgage production pipeline. The stress test shocks applicable interest rates up and down 50 basis points and calculates an estimated change in fair value, net of economic hedging activity, that may result. The Board has approved a $3 million market risk limit for the mortgage production pipeline, net of forward sale contracts.

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Table 26 – Mortgage Pipeline Sensitivity Analysis

(In thousands)

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 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 (SVaR) and sensitivity analysis.

SVaR is calculated using the same internal models as used for the VaR-based measure. SVaR 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 SVaR 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 SVaR based measures for the three months ended September 30, 2024, June 30, 2024, September 30, 2023, and June 30, 2023.

Table 27 – VaR and SVaR Measures

(In thousands)

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

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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)

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."

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.

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non-GAAP financial measures.

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See accompanying notes to consolidated financial statements.

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See accompanying notes to consolidated financial statements.

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Consolidated Balance Sheets

(In thousands, except share data)

See accompanying notes to consolidated financial statements.

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See accompanying notes to consolidated financial statements.

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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 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, BOK Financial Securities, Inc., and BOK Financial Private Wealth, Inc. Operating divisions of BOKF, NA 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 2023 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2023, have been derived from the audited financial statements included in BOK Financial's 2023 Form 10-K but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three and nine-month periods ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board

FASB ASU 2023-01, Leases (Topic 842): Common Control Arrangements

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 did not have a material impact on the Company's financial statements.

FASB ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

The FASB issued ASU 2023-07 on November 27, 2023, which is intended to improve reportable segment disclosure requirements. Under previous guidance, while entities were required to disclose segment revenue and measure of profit or loss, there has been limited disclosure around the reporting of segment expenses. In addition to enhanced disclosures about significant segment expenses, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the requirements of the expanded segment disclosures.

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FASB ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

The FASB issued ASU 2023-09 on December 14, 2023, which amends income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance requires the entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact ASU 2023-09 will have on its income tax disclosures.

FASB ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards

The FASB issued ASU 2024-01 on March 21, 2024, which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718, Compensation—Stock Compensation. The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those periods. Adoption of ASU 2024-01 is not expected to have a material impact on the Company's financial statements.

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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):

Investment Securities

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

1 Carrying value includes $129 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.

1 Carrying value includes $165 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, 2024, by contractual maturity, are as shown in the following table (dollars in thousands):

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 4.6 years based upon current prepayment assumptions.

Temporarily Impaired Investment Securities

(dollars in thousands):

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Available-for-Sale Securities

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

The amortized cost and fair values of available-for-sale securities at September 30, 2024, by contractual maturity, are as shown in the following table (dollars in thousands):

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

2The average expected lives of residential mortgage-backed securities were 3.9 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):

The fair value of debt securities pledged as collateral for repurchase agreements, public trust funds on deposit, and for other purposes, as required by law, was $10.5 billion at September 30, 2024 and $13.9 billion at December 31, 2023. The secured parties do not have the right to sell or repledge these securities.

Temporarily Impaired Available-for-Sale Securities

(Dollars in thousands)

Based on evaluations of impaired securities as of September 30, 2024, 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):

(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, interest rates, foreign exchange rates, and other commodities 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 in the Consolidated Statements of Earnings.

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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, 2024 (in thousands):

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, 2023 (in thousands):

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):

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.

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 are 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):

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, 2024, outstanding commitments totaled $14.6 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, 2024, outstanding standby letters of credit totaled $735 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% 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% of the committed dollars in the portfolio is calculated using charge-off migration.

The expected credit loss on approximately 1% 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):

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A $2.0 million provision for credit losses was necessary for the third quarter of 2024, reflecting continued strong credit quality, net loan paydowns, and relatively minor changes in economic forecast scenario assumptions.

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each measurement method at September 30, 2024, is as follows (in thousands):

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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, 2023, is as follows (in thousands):

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.

The probability of default is lowest for pass graded loans and increases for 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, 2024, by the risk grade categories and vintage (in thousands):

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1 Includes charge-offs on deposit overdrafts, which are generally charged off at 60 days past due.

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The following table summarizes the Company's loan portfolio at December 31, 2023, by the risk grade categories and vintage (in thousands):

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1 Includes charge-offs on deposit overdrafts, which are generally charged off at 60 days past due.

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Nonaccruing Loans

A summary of nonaccruing loans at September 30, 2024, follows (in thousands):

A summary of nonaccruing loans at December 31, 2023, follows (in thousands):

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Loan Modifications to Borrowers Experiencing Financial Difficulty

For the nine months ended September 30, 2024, the Company had $147 million of loan modifications to borrowers experiencing financial difficulty, including $90 million of healthcare loans and $43 million of energy loans. Modifications generally consist of interest rate reductions, an other than insignificant payment delay, term extension, or a combination. Approximately $141 million of the modifications are term extensions of commercial loans, and $5.9 million are combination modifications to residential mortgage loans guaranteed by U.S. government agencies. During the nine months ended September 30, 2024, $32 million of loans that were modified in the previous twelve months defaulted. Approximately $28 million of these defaults were related to term extensions of commercial loans, and $4.3 million of these defaults were related to combination modifications to residential mortgage loans guaranteed by U.S. government agencies. A payment default is defined as being 30 or more days past due after modification.

For the nine months ended 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. Approximately $97 million of the modifications are term extensions of healthcare and general business loans. Approximately $26 million and $12 million of the modifications are combination modifications to healthcare loans and residential mortgage loans guaranteed by U.S. government agencies, respectively. 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 being guaranteed by U.S. government agencies.

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, 2024, is as follows (in thousands):

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A summary of loans currently performing and past due as of December 31, 2023, is as follows (in thousands):

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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):

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of September 30, 2024, or December 31, 2023. No credit losses were recognized on residential mortgage loans held for sale for the nine month period ended September 30, 2024, and 2023.

Mortgage banking revenue was as follows (in thousands):

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):

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

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:

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

As a member of Visa, BOK Financial is obligated for a proportionate share of certain covered litigation losses incurred by Visa under a retrospective responsibility plan. A contingent liability was recognized for the Company’s share of Visa’s covered litigation liabilities. Visa funded an escrow account to cover litigation claims, including covered litigation losses under the retrospective responsibility plan, with proceeds from its initial public offering in 2008 and from available cash. On October 11, 2024, Visa announced that it had made an additional $1.5 billion deposit into the escrow fund.

On January 23, 2024, Visa, Inc. stockholders approved an exchange offer which provided holders of Class B-1 shares an option to convert up to 50% of its Class B-1 shares to Visa Class C shares and subsequently to freely transferable Visa Class A common shares subject to certain restrictions and holding period requirements (the "Exchange Offer"). The Exchange Offer opened on April 8, 2024, and expired on May 3, 2024. The Company tendered all of its 252,233 Class B-1 Visa shares under the Exchange Offer and received 126,116 Visa Class B-2 shares and 50,053 Visa Class C commons shares in return. The Company sold 41,148 Visa Class C shares and donated 8,905 Visa Class C shares to the BOKF Foundation. Conversion of the Class B-1 shares did not reduce our proportionate share of the covered litigation losses which may dilute our remaining Class B-2 shares if the escrow fund is not adequate to cover final litigation costs.

BOKF, NA is subject to litigation related to its role as Indenture Trustee for multiple municipal bonds to which Christopher Brogdon acted as borrower. The principal amount of the bonds remaining unpaid at this time is $33 million. Mr. Brogdon is obligated to pay the bonds in full by virtue of a Judgment in the USDC of New Jersey which allows the SEC to pursue collection to satisfy the Judgment, which the SEC continues to pursue. The remaining cases are (i) Robert Elliot & Marvin Loeb on behalf of a class of persons purchasing bonds in multiple municipal bond issuances v. BOKF, NA, USDC District of New Jersey, Case No. 2:16-cv-05218-KM-JBC (commenced 11/20/2015); and (ii) Burn Rose, LLC et al v. BOKF, NA d/b/a BOK, Tulsa County District Court Case, No. CJ-2016-03325 (commenced 9/22/2016). In the New Jersey Class Action and the Tulsa County Burn Rose action, the claimants allege that BOKF, NA was complicit in the fraud committed by Mr. Brogdon. BOKF, NA has multiple defenses to the claims, including the defense that it is exculpated by the terms of the various bond indentures. No action has been taken in the class action by the plaintiffs to establish the class and the amount of the damages, if any, cannot be reasonably estimated. Approximately $3 million is claimed as damages in the Burn Rose action. Management is advised that a loss on the claims in both the Class Action and the Burn Rose action is not 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, 2024, the Company had $415 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 $106 million of unfunded commitments included in Other liabilities on the Consolidated Balance Sheets.

(7) Shareholders' Equity

On October 29, 2024, the Company declared a quarterly cash dividend of $0.57 per common share payable on or about November 27, 2024, to shareholders of record as of November 15, 2024.

Dividends declared were $0.55 and $1.65 per share during the three and nine months ended September 30, 2024, and $0.54 and $1.62 per share during the three and nine months ended September 30, 2023.

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Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on 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):

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(8) Earnings Per Share

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(9) Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended September 30, 2024, is as follows (in thousands):

Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2024, is as follows (in thousands):

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

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

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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 BOKF, NA. 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, 2024 (in thousands):

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, 2024 (in thousands):

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, 2023 (in thousands):

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):

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, 2024, and 2023, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three and nine months ended September 30, 2024, and 2023 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, 2024, or December 31, 2023.

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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, 2024 (in thousands):

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 82.54% 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, 2023 (in thousands):

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 77.74% 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, 2024, for which the fair value was adjusted during the nine months ended September 30, 2024 (in thousands):

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):

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, 2024, follows (dollars in thousands):

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, 2023, follows (dollars in thousands):

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, 2024 (in thousands):

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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, 2023 (in thousands):

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, 2024, 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

1Yield 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

1Yield 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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1Yield 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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1Yield 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)

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PART II. Other Information