BOK Financial
Annual Report 2011

Plain-text annual report

2011 Annual Report TO BOK FINANCIAL’S Shareholders, Clients, Directors and Employees, BOK Financial continued to deliver outstanding results in 2011, despite environmental factors pressuring revenue and increasing expenses. The economy remained weak, interest rates reached new lows and regulatory reforms were debated and enacted during the year. However, we increased earnings and enhanced our foundation for continued growth. We attribute these accomplishments to aggressive planning by our leadership and diligent execution by our employees. We are pleased to highlight several of BOK Financial’s achievements and our strategy for the year ahead. The company again produced record net income and consistent with pre-recession levels. In response in 2011, totaling $286 million or $4.17 per diluted share, to overall improvement in credit factors, we reduced an increase of 16% over 2010 and 31% over the 2007 the provision for credit losses by $111 million. pre-recession peak. Unlike BOK Financial, many of our The combined allowance for credit losses was peers suffered losses during the downturn and some 2.33% of loans at year end. are still struggling. In fact, seven peers’ 2011 earnings fell short of their 2007 level. BOK Financial’s return BOK Financial’s diverse fee-based revenues on average assets was 1.17%, the third highest in continued to play a major role in the company’s success. our peer group and well above the median of 0.78%. Fees and commissions represented 43% of total revenue, The peer group consists of 20 U.S. based publicly traded far exceeding the peer median contribution of 32%. bank holding companies, 10 immediately larger and The depth of our fee-based lines of business enabled us 10 immediately smaller as measured by total assets. to overcome the $17 million decline in revenue resulting Credit quality improvement was an important aspect fees. In contrast, 70% of our peers experienced a decline of the year’s results. Our approach to problem loans in noninterest revenue. Ongoing investments in our lines maximizes total return and typically results in slightly of business drive continued revenue growth. from regulatory changes to overdraft and interchange higher nonperforming assets, but lower credit losses than peers. We reduced nonperforming assets Capital deployment is an important area of focus as we 10% and our net charge-off ratio of 35 basis points seek opportunities to create shareholder value and build was well below the peer group median of 100 basis points our company. Quarterly dividends were increased twice NET INCOME AND EPS $350 $300 $250 $200 $150 $100 $50 $0 s n o i l l i M n I ‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 Source: SNL Financial EPS have been restated for stock dividends and for a 2-for-1 split Net Income EPS $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $.50 $.00 during the course of the year, a total of 32% to $0.33 DIVERSE LOAN PORTFOLIO per share. Since initiating the cash dividend in 2005, the board has continued to authorize annual increases. Residential RE 18% Energy 18% During the past six years, more than half of our peers reduced their dividends and only two share our track record of annual increases. The dividend payout ratio is approximately 31%, a level which leaves considerable flexibility to fund planned growth. We also opportunistically repurchased 562,025 shares during the year. Our capital levels remain among the strongest in the industry. At year end, our tangible common equity ratio of 9.56% remained in the top quartile of our peer group. Construction Land Dev 3% Retail CRE 5% Office CRE 4% Multifamily 3% Other CRE 5% Consumer 4% Healthcare 9% Wholesale/ Retail 8% Other C&I 8% Services 15% we ended the year with net growth. Concentration DRIVING LOAN AND DEPOSIT GROWTH risk management is an important aspect of our core Perhaps most significant, we achieved loan growth for strategies. We have always maintained the CRE portfolio the first time since 2008. While loan demand improved at less than 25% of total loans. Today we have ample slightly, much of our growth was due to market share capacity to add quality credits. Although we are seeing gains. We benefited from a focused well-trained clear signs that some financial institutions have begun workforce, and added bankers as others reduced force to relax credit terms to grow loans, we will maintain in response to weak economic conditions. We increased consistent underwriting standards. calling efforts, leveraged disruption from industry consolidation and reached beyond our footprint in target Our bankers’ business development efforts were also sectors. These efforts increased loans $627 million which evident through the $1.3 billion or 7% growth in average partially offset the pressure of lower interest rates on deposits representing market share gains across our net interest revenue. The Texas market, which holds footprint. Over the last five years, deposits have grown tremendous opportunity for future growth, was the at an 8.7% compound annual growth rate which exceeds fastest growing, with an increase in total loans of $418 the peer median of 7.4% even without adjusting for million or 14%. acquisitions. We continue to emphasize deposit growth and building a stronger funding base in anticipation Commercial and industrial loans increased in each of of increased loan demand as the economy recovers. the past four quarters, supported by strong activity in The deposit mix continued to trend favorably in 2011, the energy, services and healthcare sectors. Robust oil as noninterest demand deposits increased from 25% prices drove demand in the energy portfolio which grew to 31% of total deposits. The mix shift contributed to more than $300 million or 18%. The healthcare portfolio, the 25% decline in our cost of deposits. an area of emphasis in recent years, grew at a 10% five year compound annual growth rate. INVESTING IN TALENT AND TECHNOLOGY In addition to financial achievements, we strengthened BOK Financial achieved notable progress in commercial our company and enhanced our foundation for future real estate (CRE) lending. By mid-year, the CRE portfolio growth. While many financial institutions sought expense declined $94 million. While significant payoffs continued, reductions to offset revenue challenges, we invested in talent, systems and product development. Our long more than $3 million annually through the consolidation term view, a key element in our core strategy, keeps of five processing centers into two and the reduction management focused on building shareholder value. of courier costs. In September, we introduced a state- of-the-art foreign exchange web portal. Finally, mobile We believe relationships drive financial results, banking enhancements have been very well received, so we continuously seek exceptional individuals with more than 85,000 clients using our mobile applications. who are passionate about serving clients. Throughout the Over the next 18 months, we will further enhance mobile downturn we selectively added team members throughout offerings for both commercial and consumer clients. the organization. While many of our new recruits are just gaining traction, some are producing strong results. For We would be pleased with these achievements any year, example, our Milwaukee expansion in late 2010 has but considering the difficult operating environment in exceeded expectations and is already becoming one of 2011, we are particularly proud. Despite a weak economy, our largest institutional offices as measured by revenue. our bankers achieved solid loan growth. Despite revenue pressure from financial reform, we invested in our lines Within the Mortgage division, we added approximately of business and grew noninterest revenue. In addition, 40 loan originators, increased depth in the management BOK Financial’s stock continued to outperform despite team and opened loan production offices in Texas, increased volatility in the market. BOK Financial’s three Kansas and Missouri. Our expansion efforts over the last year total return was 45%, which is in line with the few years increased loan originations in offices outside S&P 500’s 49% and far exceeds the SNL Mid Cap U.S. Oklahoma to 58% of the total compared to 44% in 2008. Bank’s total return of -13%. As the mortgage industry consolidates and barriers to entry increase, we see continued opportunity. We remain PLANNING FOR CONTINUED SUCCESS confident in our ability to navigate industry changes and Most economists are predicting marginal improvement increased regulatory scrutiny by closely managing loan in the national economy, though many challenges will quality and maintaining tight process controls. persist, including global concerns. We expect continued pressure from low interest rates, increased competition Within the Wealth Management division, we added and continued regulatory reform. approximately 40 professionals throughout Corporate Trust, the Private Bank and BOSC, the broker-dealer. We have set the course for the next three years We also opened a Corporate Trust office in Lincoln, with two main objectives in mind, growing the Nebraska and a Trust/Private Bank office in Austin, Texas. business and further strengthening the organization. These recent investments contributed to impressive In general, we will stay the course, maintaining our growth of more than $1 billion in new trust assets during risk profile and executing our growth strategies. the fourth quarter. Our areas of focus include continuing to grow our To support our mission of delivering superior client lines of business. To achieve this, we will continue service, we completed several technology and product to take advantage of market disruption, add talent, development initiatives. The new teller system and front and pursue growth outside our footprint in select counter capture not only improve client service but save lines of business. quality loan portfolio and expand our fee-based To build shareholder value, we must balance our growth many banks have restored earnings to pre-recession initiatives with prudent expense management. We will levels. We will continue to consider dividend increases monitor progress to ensure profitability goals are met. and share repurchases, as appropriate. We will continue to leverage our process engineering and expert sourcing teams to improve efficiency. BOK Financial remains positioned for continued While branch optimization will continue to produce some success due to our proven strategies, diverse revenues, consolidation and relocation, we are committed to each and strong balance sheet. Many of our markets are of our markets. In fact, in January, we celebrated the among the most attractive in the nation, and we are grand opening of our 19th InStore banking center in the confident in our ability to continue to win business, greater Tulsa area. deliver exceptional client service, and increase earnings We are actively seeking ways to deploy capital in order to build shareholder value. Organic growth remains As always, we appreciate our shareholders, board our top priority. Since 1991, we have grown assets members, employees, clients and communities. We look from $2 billion to $25 billion with only $4.5 billion in forward to our continued partnership and shareholder value. acquisitions. We are positioned for continued growth, but acknowledge demand may remain subdued until economic conditions improve further. We continue to seek acquisition opportunities, though merger and acquisition activity may not accelerate significantly until George B. Kaiser Chairman Stanley A. Lybarger President & CEO HIGHLIGHTS OF 2011: • Record earnings of $286 million or $4.17 per diluted share, up 16% over previous high in 2010 • Due to significant improvement in credit quality, provision for loan losses was reduced by $111 million • Noninterest revenue increased $12 million, despite a substantial negative impact on overdraft and interchange fees from regulatory changes • Loans increased $627 million driven by growth in the energy, services and healthcare sectors • Demand deposits increased $1.6 billion or 37% driven by growth in commercial accounts • Continued to aggressively invest in talent throughout the organization • Further invested in product innovation and technology to reduce expenses and enhance client service • Quarterly dividends increased from $0.25 to $0.33 BOK Financial Corporation Executive Management Stanley A. Lybarger President & Chief Executive Officer Norman P. Bagwell Chairman & CEO Bank of Texas Steven G. Bradshaw Senior Executive Vice President Consumer Banking and Wealth Management Charles E. Cotter Executive Vice President Chief Credit Officer Daniel H. Ellinor Senior Executive Vice President Commercial Banking, Energy and Commercial Real Estate Steven E. Nell Executive Vice President Chief Financial Officer Donald T. Parker Executive Vice President Chief Information Officer BOK Financial Corporation Board of Directors Gregory S. Allen CEO Maine Street Holdings, Inc. C. Fred Ball, Jr. Senior Chairman Bank of Texas Sharon J. Bell Managing Partner Rogers & Bell Peter C. Boylan, III CEO Boylan Partners, LLC Chester Cadieux, III Chairman & CEO QuikTrip Corporation William E. Durrett Senior Chairman American Fidelity Corp. John W. Gibson Chairman & CEO ONEOK, Inc. David F. Griffin Chairman & CEO Griffin Communications, L.L.C. V. Burns Hargis President Oklahoma State University E. Carey Joullian, IV Chairman, President & CEO Mustang Fuel Corporation Robert J. LaFortune Personal Investments Stanley A. Lybarger President & CEO BOK Financial Corporation and BOKF, NA Steven J. Malcolm Retired Chairman, President & CEO The Williams Companies, Inc. Emmet C. Richards Manager Core Investment Capital, LLC Michael C. Turpen Partner Riggs, Abney, Neal, Turpen, Orbison & Lewis Joseph W. Craft, III President & CEO Alliance Resource Partners, L.P. George B. Kaiser Chairman BOK Financial Corporation and BOKF, NA As filed with the Securities and Exchange Commission on February 28, 2012 SECURITIES AND EXCHANGE COMMISSION UNITED STATES Washington, D.C. 20549 (Mark One) FORM 10-K ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR (cid:133) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ______________ Commission File No. 0-19341 BOK FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Oklahoma (State or other jurisdiction of incorporation or organization) Bank of Oklahoma Tower P.O. Box 2300 Tulsa, Oklahoma (Address of principal executive offices) 73-1373454 (IRS Employer Identification No.) 74192 (Zip code) (918) 588-6000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common stock, $0.00006 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No (cid:133) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes (cid:133) No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No (cid:133) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ⌧ No (cid:133) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:133) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ⌧ Accelerated filer (cid:133) Non-accelerated filer (cid:133) Smaller reporting company (cid:133) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:133) No ⌧ The aggregate market value of the registrant’s common stock (“Common Stock”) held by non-affiliates is approximately $1.4 billion (based on the June 30, 2011 closing price of Common Stock of $54.77 per share). As of January 31, 2012, there were 69,701,342 shares of Common Stock outstanding. Part III incorporates certain information by reference from the Registrant’s Proxy Statement for the 2012 Annual Meeting of Shareholders. DOCUMENTS INCORPORATED BY REFERENCE  Item 1 1A 1B 2 3 4 5 6 7 7A 8 9 9A 9B 10 11 12 13 14 15 BOK FINANCIAL CORPORATION ANNUAL REPORT ON FORM 10-K INDEX Part I: Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Part II: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes In and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part III: Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Part IV: Exhibits, Financial Statement Schedules Signatures Chief Executive Officer Section 302 Certification, Exhibit 31.1 Chief Financial Officer Section 302 Certification, Exhibit 31.2 Section 906 Certifications, Exhibit 32 Page 1 6 9 9 9 9 10 11 12 66 68 138 138 138 139 139 139 139 139 139 143 144 145 146  ITEM 1. BUSINESS PART I General Developments relating to individual aspects of the business of BOK Financial Corporation (“BOK Financial” or “the Company”) are described below. Additional discussion of the Company’s activities during the current year appears within Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Description of Business BOK Financial is a financial holding company incorporated in the state of Oklahoma in 1990 whose activities are limited by the Bank Holding Company Act of 1956 (“BHCA”), as amended by the Financial Services Modernization Act or Gramm-Leach-Bliley Act. BOK Financial offers full service banking in Oklahoma, Texas, New Mexico, Northwest Arkansas, Colorado, Arizona, and Kansas/Missouri. BOKF, NA (“the Bank”) is the wholly owned subsidiary bank of BOK Financial. Operating divisions of the Bank include Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Oklahoma, Colorado State Bank and Trust, Bank of Arizona, and Bank of Kansas City. Other subsidiaries of BOK Financial include BOSC, Inc., a broker/dealer that engages in retail and institutional securities sales and municipal bond underwriting. Other non-bank subsidiary operations do not have a significant effect on the Company’s financial statements. Our overall strategic objective is to emphasize growth in long-term value by building on our leadership position in Oklahoma through expansion into other high-growth markets in contiguous states. We operate primarily in the metropolitan areas of Tulsa and Oklahoma City, Oklahoma; Dallas, Fort Worth and Houston, Texas; Albuquerque, New Mexico; Denver, Colorado; Phoenix, Arizona, and Kansas City, Kansas/Missouri. Our acquisition strategy targets quality organizations that have demonstrated solid growth in their business lines. We provide additional growth opportunities by hiring talent to enhance competitiveness, adding locations and broadening product offerings. Our operating philosophy embraces local decision-making in each of our geographic markets while adhering to common Company standards. We also consider acquisitions of distressed financial institutions in our existing markets when attractive opportunities become available. Our primary focus is to provide a comprehensive range of nationally competitive financial products and services in a personalized and responsive manner. Products and services include loans and deposits, cash management services, fiduciary services, mortgage banking and brokerage and trading services to middle-market businesses, financial institutions and consumers. Commercial banking represents a significant part of our business. Our credit culture emphasizes building relationships by making high quality loans and providing a full range of financial products and services to our customers. Our energy financing expertise enables us to offer commodity derivatives for customers to use in their risk management. We also offer derivative products for customers to use in managing their interest rate and foreign exchange risk. Our diversified base of revenue sources is designed to generate returns in a range of economic situations. Historically, fees and commissions provide 40 to 45% of our total revenue. Approximately 43% of our revenue came from fees and commission in 2011. BOK Financial’s corporate headquarters is located at Bank of Oklahoma Tower, P.O. Box 2300, Tulsa, Oklahoma 74192. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports are available on the Company’s website at www.bokf.com as soon as reasonably practicable after the Company electronically files such material with or furnishes it to the Securities and Exchange Commission. Operating Segments BOK Financial operates three principal lines of business: commercial banking, consumer banking and wealth management. Commercial banking includes lending, treasury and cash management services and customer risk management products for small businesses, middle market and larger commercial customers. Commercial banking also includes the TransFund electronic funds network. Consumer banking includes retail lending and deposit services and all mortgage banking activities. Wealth management provides fiduciary services, brokerage and trading, private bank services and investment advisory services in all markets. Discussion of these principal lines of business appears within the Lines of Business section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” and within Note 17 of the Company’s Notes to Consolidated Financial Statements, both of which appear elsewhere herein. 1 Competition BOK Financial and its operating segments face competition from other banks, thrifts, credit unions and other non-bank financial institutions, such as investment banking firms, investment advisory firms, brokerage firms, investment companies, government agencies, mortgage brokers and insurance companies. The Company competes largely on the basis of customer services, interest rates on loans and deposits, lending limits and customer convenience. Some operating segments face competition from institutions that are not as closely regulated as banks, and therefore are not limited by the same capital requirements and other restrictions. All market share information presented below is based upon share of deposits in specified areas according to SNL DataSource as of December 31, 2011. We are the largest financial institution in the state of Oklahoma with 13% of the state’s total deposits. The Tulsa and Oklahoma City areas have 29% and 11% of the market share, respectively. We compete with two banks that have operations nationwide and have greater access to funds at lower costs, higher lending limits, and greater access to technology resources and also compete with regional and locally-owned banks in both the Tulsa and Oklahoma City areas, as well as in every other community in which we do business throughout the state. Bank of Texas competes against numerous financial institutions, including some of the largest in the United States, and has a market share of approximately 2% in the Dallas, Fort Worth area and 1% in the Houston area. Bank of Albuquerque has a number three market share position with 10% of deposits in the Albuquerque area and competes with five large national banks, some regional banks and several locally-owned smaller community banks. Colorado State Bank and Trust has a market share of approximately 2% in the Denver area. Bank of Arkansas serves Benton and Washington counties in Arkansas with a market share of approximately 3%. Bank of Arizona operates as a community bank with locations in Phoenix, Mesa and Scottsdale and Bank of Kansas City serves the Kansas City, Kansas/Missouri market. The Company’s ability to expand into additional states remains subject to various federal and state laws. Employees As of December 31, 2011, BOK Financial and its subsidiaries employed 4,511 full-time equivalent employees. None of the Company’s employees are represented by collective bargaining agreements. Management considers its employee relations to be good. Supervision and Regulation BOK Financial and its subsidiaries are subject to extensive regulations under federal and state laws. These regulations are designed to protect depositors, the Deposit Insurance Fund and the banking system as a whole and not necessarily to protect shareholders and creditors. As detailed below, these regulations limit fees charged for certain services and may restrict the Company’s ability to diversify, to acquire other institutions and to pay dividends on its capital stock. They also require the Company and its subsidiaries to maintain certain capital balances and may require the Company to provide financial support to its subsidiaries. The following information summarizes certain existing laws and regulations that affect the Company’s operations. It does not discuss all provisions of these laws and regulations and it does not summarize all laws and regulations that affect the Company presently or in the future. General As a financial holding company, BOK Financial is regulated under the BHCA and is subject to regular inspection, examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Under the BHCA, BOK Financial files quarterly reports and other information with the Federal Reserve Board. The Bank is organized as a national banking association under the National Banking Act, and is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”), the Federal Reserve Board and other federal and state regulatory agencies. The OCC has primary supervisory responsibility for national banks and must approve certain corporate or structural changes, including changes in capitalization, payment of dividends, change of place of business, and establishment of a branch or operating subsidiary. The OCC performs its functions through national bank examiners who provide the OCC with information concerning the soundness of a national bank, the quality of management and directors, and compliance with applicable regulations. The National Banking Act authorizes the OCC to examine every national bank as often as necessary. A financial holding company, and the companies under its control, are permitted to engage in activities considered “financial in nature” as defined by the BHCA, Gramm-Leach-Bliley Act and Federal Reserve Board interpretations, and therefore may engage in a broader range of activities than permitted for bank holding companies and their subsidiaries. Activities that are “financial in nature” include securities underwriting and dealing, insurance underwriting, operating a mortgage company, credit card company or factoring company, performing certain data processing operations, servicing loans and other extensions of credit, providing investment and financial advice, owning and operating savings and loan associations, and leasing personal property on a full pay-out, non-operating basis. In order for a financial holding company to commence any new activity permitted by the BHCA, each insured depository institution subsidiary of the financial holding company must have received a rating of at least satisfactory in its most recent examination under the Community Reinvestment Act. A financial holding company is required to notify the Federal Reserve Board within thirty days of engaging in new activities determined to be “financial in nature.” BOK Financial is engaged in some of these activities and has notified the Federal Reserve Board. The BHCA requires the Federal Reserve Board’s prior approval for the direct or indirect acquisition of more than five percent of any class of voting stock of any non-affiliated bank. Under the Federal Bank Merger Act, the prior approval of the OCC is required for a national 2 bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the applicant’s performance record under the Community Reinvestment Act and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities. A financial holding company and its subsidiaries are prohibited under the BHCA from engaging in certain tie-in arrangements in connection with the provision of any credit, property or services. Thus, a subsidiary of a financial holding company may not extend credit, lease or sell property, furnish any services or fix or vary the consideration for these activities on the condition that (1) the customer obtain or provide additional credit, property or services from or to the financial holding company or any subsidiary thereof, or (2) the customer may not obtain some other credit, property or services from a competitor, except to the extent reasonable conditions are imposed to insure the soundness of credit extended. The Bank and other non-bank subsidiaries are also subject to other federal and state laws and regulations. For example, BOSC, Inc., the Company’s broker/dealer subsidiary that engages in retail and institutional securities sales and municipal bond underwriting, is regulated by the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Federal Reserve Board, and state securities regulators. As another example, Bank of Arkansas is subject to certain consumer-protection laws incorporated in the Arkansas Constitution, which, among other restrictions, limit the maximum interest rate on general loans to five percent above the Federal Reserve Discount Rate and limit the rate on consumer loans to the lower of five percent above the discount rate or seventeen percent. Dodd-Frank Act On July 21, 2010, the Dodd-Frank Act was signed into law, giving federal banking agencies authority to increase regulatory capital requirements, impose additional rules and regulations over consumer financial products and services and limit the amount of interchange fees that may be charged in an electronic debit transaction. In addition, the Dodd-Frank Act made permanent the $250,000 limit for federal deposit insurance and provided unlimited federal deposit insurance until January 1, 2013 for non-interest bearing demand deposit accounts. It also repeals prohibitions on payment of interest on demand deposits, which could impact how interest is paid on business transaction and other accounts. Further, the Dodd-Frank Act prohibits banking entities from engaging in proprietary trading and restricts banking entities sponsorship of or investment in private equity funds and hedge funds. Many of the regulations required to implement the Dodd-Frank Act have yet to be adopted and the full impact of this legislation on fee income and operating expense remains unknown. However, the potential reduction in revenue and increase in costs could be significant. The Durbin Amendment to the Dodd-Frank Act required that interchange fees on electronic debit transactions paid by merchants must be “reasonable and proportional to the cost incurred by the issuer” and prohibited card network rules that have limited price competition among networks. The Federal Reserve is responsible for implementing the Durbin Amendment. The Federal Reserve issued its final ruling which established a cap on interchange fees banks with more than $10 billion in total assets can charge merchants for certain debit card transactions. The final ruling on interchange fees was effective October 1, 2011. The Company expects the Durbin Amendment interchange fee cap to reduce annual non-interest revenue by $20 million to $25 million. The Durbin Amendment also requires all banks to comply with the prohibition on network exclusivity and routing requirements. Debit card issuers are required to make at least two unaffiliated networks available to merchants. The final network exclusivity and routing requirements, which will become effective April 1, 2012, are not expected to have a significant impact on the Company. We continue to monitor the on-going development of rules to implement the Volcker Rule in Title VI of the Dodd-Frank Act which prohibits banking entities from engaging in proprietary trading as defined by the Dodd-Frank Act and restrict sponsorship of, or investment in, private equity funds and hedge funds, subject to limited exceptions. On October 11, 2011, regulators of financial institutions released a proposal for implementation of the Volcker Rule scheduled to take effect by July 21, 2012, subject in some cases to phase-in over time thereafter. Based on the proposed rules, we expect the Company’s trading activity to be largely unaffected, as our trading activities would largely be exempted under the proposed rules. Based on the proposed rules, the Company’s private equity investment activity may be curtailed but, if this occurs, it is not expected to result in a material impact to the Company’s financial statements. Final regulations will likely impose additional operating and compliance costs as presently proposed. Title VII of Dodd-Frank Act subjects nearly all derivative transactions to Commodity Futures Trading Commission (“CFTC”) or SEC regulation. The purpose of Title VII was to reduce systemic risk, increase transparency and promote market integrity within the broader financial system. Title VII, among other things, imposes registration, recordkeeping, reporting, capital and margin, as well as business conduct requirements on swap dealers and major swap participants. Although many provisions of Title VII were scheduled to go into effect during 2011, the CFTC and SEC delayed the effectiveness of a large portion of the proposed regulations under Title VII until, in most instances, 60 days after final rules implementing Title VII are adopted. Rules on basic issues such as the definitions of “swap,” “swap dealer” and “major swap participant” are not yet final. Accordingly, the Company cannot predict when Title VII will substantially go into effect. The Bank currently provides interest rate, foreign exchange and commodity swaps to its customers. The Company currently anticipates that one or more of its subsidiaries may be required to register as a “swap dealer” with the CFTC. As currently proposed, the Company does not anticipate any material changes in its customer derivative activities, though its derivatives transactions with customers involving commodities may be negatively affected. The Company does anticipate that, when Title VII becomes effective, it will incur higher operational and compliance costs associated with its derivative trading activities. In addition, some of the Company’s subsidiaries conduct underwriting and broker-dealer activities which are subject to regulation by the SEC, FINRA regulations, as well as other regulatory agencies. Such regulations generally include licensing of certain personnel, customer interactions, and trading operations. The ultimate impact of the Dodd-Frank Act on these activities remains uncertain. 3 Capital Adequacy and Prompt Corrective Action The Federal Reserve Board, the OCC and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to United States banking organizations to ensure capital adequacy based upon the risk levels of assets and off-balance sheet financial instruments. In addition, these regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels, whether because of its financial condition or actual or anticipated growth. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators regarding components, risk weighting and other factors. The Federal Reserve Board risk-based guidelines currently define a three-tier capital framework. Core capital (Tier 1) includes common shareholders’ equity and qualifying preferred stock, less goodwill, most intangible assets and other adjustments. Supplementary capital (Tier 2) consists of preferred stock not qualifying as Tier 1 capital, qualifying mandatory convertible debt securities, limited amounts of subordinated debt, other qualifying term debt and allowances for credit losses, subject to limitations. Market risk capital (Tier 3) includes qualifying unsecured subordinated debt. Assets and off-balance sheet exposures are assigned to one of four categories of risk-weights, based primarily upon relative credit risk. Risk-based capital ratios are calculated by dividing Tier 1 and total capital by risk-weighted assets. For a depository institution to be considered well capitalized under the regulatory framework for prompt corrective action, the institution’s Tier 1 and total capital ratios must be at least 6% and 10% on a risk-adjusted basis, respectively. As of December 31, 2011, BOK Financial’s Tier 1 and total capital ratios under these guidelines were 13.27% and 16.49%, respectively. The leverage ratio is determined by dividing Tier 1 capital by adjusted average total assets. Banking organizations are required to maintain a ratio of at least 5% to be classified as well capitalized. BOK Financial’s leverage ratio at December 31, 2011 was 9.15%. The Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”), among other things, identifies five capital categories for insured depository institutions from well capitalized to critically undercapitalized and requires the respective federal regulatory agencies to implement systems for prompt corrective action for institutions failing to meet minimum capital requirements within such categories. FDICIA imposes progressively more restrictive covenants on operations, management and capital distributions, depending upon the category in which an institution is classified. The various regulatory agencies have adopted substantially similar regulations that define the five capital categories identified by FDICIA, using the total risk-based capital, Tier 1 risk-based capital and leverage capital ratios as the relevant capital measures. Such regulations establish various degrees of corrective action to be taken when an institution is considered undercapitalized. Under these guidelines, the Bank was considered well capitalized as of December 31, 2011. The federal regulatory authorities’ current risk-based capital guidelines are based upon the 1988 capital accord of the Basel Committee on Banking Supervision (the “BCBS”). The BCBS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. On September 12, 2010, the Group of Governors and Heads of Supervision (“GHOS”), the oversight body of the BCBS, announced changes to strengthen the existing capital and liquidity requirements of internationally active banking organizations. The GHOS agreement calls for national jurisdictions to implement the new requirements beginning January 1, 2013. Proposed changes include increased minimum ratios for common equity, tier 1 and total capital to risk weighted assets, increased leverage ratio of tier 1 capital to total assets including certain off balance-sheet commitments and derivative positions, and “add-on” capital buffers that become effective under certain conditions. These capital changes could make regulatory capital levels more volatile and sensitive to changes in market interest rates. These changes could also increase the regulatory capital requirements for certain non-government agency securitization assets. Proposed changes also include required minimum liquidity coverage and net stable funding ratios. U.S. bank regulatory agencies have not yet issued proposals on capital measures for portfolio positions. As such, the timing and extent to which these changes will be effective for banking organizations that are not internationally active, like BOK Financial Corporation, has not been determined. Our current capital level appears to be well in excess of the proposed standards. Further discussion of regulatory capital, including regulatory capital amounts and ratios, is set forth under the heading “Liquidity and Capital” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 15 of the Company’s Notes to Consolidated Financial Statements, both of which appear elsewhere herein. Deposit Insurance Substantially all of the deposits held by the Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. In 2011, the FDIC released a final rule to implement provisions of the Dodd-Frank Act that affect deposit insurance assessments. Among other things, the Dodd-Frank Act raised the minimum designated reserve ratio from 1.15% to 1.35% of estimated insured deposits, removed the upper limit of the designated reserve ratio, required that the designated reserve ratio reach 1.35% by September 30, 2020, and required that the FDIC offset the effect of increasing the minimum designated reserve ratio on depository institutions with total assets of less than $10 billion. The Dodd-Frank Act also required that the FDIC redefine the assessment base to average consolidated assets minus average tangible equity. This final rule reduced our deposit insurance assessment beginning in the second half of 2011. 4 On November 12, 2009 the board of directors of the FDIC voted to require insured institutions to prepay over three years of estimated insurance assessments on December 30, 2009 in order to strengthen the cash position of the DIF. As of December 31, 2009 and each quarter thereafter, the regular quarterly assessment will be applied against the prepaid assessment until the asset is exhausted. Any prepaid assessment not exhausted as of June 30, 2013 will be returned. The Bank prepaid $78 million of deposit insurance assessments. As of December 31, 2011, $43 million of prepaid deposit insurance assessments are included in Other assets on the Consolidated Balance Sheet of the Company. Dividends A key source of liquidity for BOK Financial is dividends from the Bank, which is limited by various banking regulations to net profits, as defined, for the year plus retained profits for the preceding two years and further restricted by minimum capital requirements. Based on the most restrictive limitations as well as management’s internal capital policy, the Bank had excess regulatory capital and could declare up to $15 million of dividends without regulatory approval as of December 31, 2011. This amount is not necessarily indicative of amounts that may be available to be paid in future periods. Source of Strength Doctrine According to Federal Reserve Board policy, bank holding companies are expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each such subsidiary. This support may be required at times when a bank holding company may not be able to provide such support. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, in the event of a loss suffered by the FDIC as a result of default of a banking subsidiary or related to FDIC assistance provided to a subsidiary in danger of default, the other Bank may be assessed for the FDIC’s loss, subject to certain exceptions. Transactions with Affiliates The Federal Reserve Board regulates transactions between the Company and its subsidiaries. Generally, the Federal Reserve Act and Regulation W, as amended by the Dodd-Frank Act, limit the Company’s banking subsidiary and its subsidiaries, to lending and other “covered transactions” with affiliates. The aggregate amount of covered transactions a banking subsidiary or its subsidiaries may enter into with an affiliate may not exceed 10 percent of the capital stock and surplus of the banking subsidiary. The aggregate amount of covered transactions with all affiliates may not exceed 20 percent of the capital stock and surplus of the banking subsidiary. Covered transactions with affiliates are also subject to collateralization requirements and must be conducted on arm’s length terms. Covered transactions include (a) a loan or extension of credit by the banking subsidiary, (b) a purchase of securities issued to a banking subsidiary, (c) a purchase of assets by the banking subsidiary unless otherwise exempted by the Federal Reserve, (d) acceptance of securities issued by an affiliate to the banking subsidiary as collateral for a loan, and (e) the issuance of a guarantee, acceptance or letter of credit by the banking subsidiary on behalf of an affiliate. Effective July 21, 2012, the Dodd-Frank Act expands the scope of the Covered Transaction Rules. Once implemented, some of the proposed rules may further restrict transactions between BOKF’s subsidiaries. Bank Secrecy Act and USA Patriot Act The Bank Secrecy Act (“BSA”) imposes many requirements on financial institutions in the interest of national security. The Company must, among other things, establish internal controls that are reasonably designed to prevent the financing of terrorism and money laundering. The BSA also imposes know-your-customer documentation and other recordkeeping requirements aimed at suspicious activity reporting. The Company has established an anti-money laundering program in accordance with the BSA. The USA Patriot Act of 2001 (“Patriot Act”) broadened the scope of anti-money laundering laws and regulations by creating new due diligence and compliance obligations, defining new crimes and penalties, and expanding United States’ extraterritorial jurisdiction. Financial institutions, including the Company, are required to maintain policies, procedures and controls to detect, prevent and report terrorist financing and money laundering. The Company must verify the identity of its customers. Failure to implement or maintain adequate programs and controls to combat terrorist financing and money laundering may have serious legal and reputational consequences. Governmental Policies and Economic Factors The operations of BOK Financial and its subsidiaries are affected by legislative changes and by the policies of various regulatory authorities and, in particular, the credit policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the national supply of bank credit to moderate recessions and inflation. Among the instruments of monetary policy used by the Federal Reserve Board to implement its objectives are: open-market operations in U.S. Government securities, changes in the discount rate and federal funds rate on bank borrowings, and changes in reserve requirements on bank deposits. The effect of future changes in such policies on the business and earnings of BOK Financial and its subsidiaries is uncertain. In response to the significant recession in business activity which began in 2007, the U.S. government enacted various programs and continues to enact programs to stimulate the economy. These programs include the Trouble Assets Relief Program (“TARP”), which provided capital to eligible financial institutions and other sectors of the domestic economy, and the Temporary Liquidity Guarantee Program, which expanded insurance coverage to a larger amount of deposit account balances and other qualifying debt issued by eligible 5 financial institutions. The government continues to enact economic stimulus legislation and policies, including increases in government spending, reduction of certain taxes, reductions in interest rates and home affordability programs. The Federal Reserve has indicated its intention to maintain historically low interest rates for the foreseeable future. The short-term effectiveness and long-term impact of these programs on the economy in general and on BOK Financial Corporation in particular are uncertain. BOK Financial does not engage in operations in foreign countries, nor does it lend to foreign governments. ITEM 1A. RISK FACTORS Foreign Operations The United States economy experienced a significant recession from 2007 to 2009. Business activity across a wide range of industries and geographic regions decreased and unemployment increased significantly. The financial services industry and capital markets were adversely affected by significantly declining asset values, rising delinquencies and defaults, and restricted liquidity. Numerous financial institutions failed or required a significant amount of government assistance due to credit losses and liquidity shortages. The rate of economic recovery remains slow, unemployment has been persistently high and the national housing market remains depressed overall. The Federal Reserve Board continues to take steps to promote more robust economic growth including maintaining a historically low federal funds rate for an extended period of time and promoting low intermediate and long-term interest rates. The current effect of these actions reduces earnings by narrowing net interest margins. The long-term effect subjects banks to future interest rate risk once rates increase to more normal levels. Adverse factors could impact BOK Financial's ability to implement its operating strategy. Although BOK Financial has developed an operating strategy which it expects to result in continuing improved financial performance, BOK Financial cannot assure that it will be successful in fulfilling this strategy or that this operating strategy will be successful. Achieving success is dependent upon a number of factors, many of which are beyond BOK Financial's direct control. Factors that may adversely affect BOK Financial's ability to implement its operating strategy include: • • • • • • • • deterioration of BOK Financial's asset quality; inability to control BOK Financial's noninterest expenses; inability to increase noninterest income; deterioration in general economic conditions, especially in BOK Financial's core markets; inability to access capital; decreases in net interest margins; increases in competition; adverse regulatory developments. Adverse regional economic developments could negatively affect BOK Financial's business. A substantial majority of BOK Financial loans are generated in Oklahoma and other markets in the southwest region. As a result, poor economic conditions in Oklahoma or other markets in the southwest region may cause BOK Financial to incur losses associated with higher default rates and decreased collateral values in BOK Financial's loan portfolio. A regional economic downturn could also adversely affect revenue from brokerage and trading activities, mortgage loan originations and other sources of fee-based revenue. Adverse economic factors affecting particular industries could have a negative effect on BOK Financial customers and their ability to make payments to BOK Financial. Certain industry-specific economic factors also affect BOK Financial. For example, a portion of BOK Financial's total loan portfolio is comprised of loans to borrowers in the energy industry, which is historically a cyclical industry. Low commodity prices may adversely affect that industry and, consequently, may affect BOK Financial's business negatively. The effect of volatility in commodity prices on our customer derivatives portfolio could adversely affect our liquidity and regulatory capital. In addition, BOK Financial's loan portfolio includes commercial real estate loans. A downturn in the real estate industry in general or in certain segments of the commercial real estate industry in Oklahoma and the southwest region could also have an adverse effect on BOK Financial's operations. 6 Adverse global economic factors could have a negative effect on BOK Financial customers and counterparties. Poor economic conditions globally, including those of the European Union, could impact BOK Financial’s customers and counterparties with which we do business. BOK Financial has no direct exposure to European sovereign debt and no material exposure to European financial institutions. We do have significant exposures to internationally active domestic financial institutions. The financial condition of these institutions is monitored on an on-going basis. We have not identified any significant customer exposures to European sovereign debt or European financial institutions. Fluctuations in interest rates could adversely affect BOK Financial's business. BOK Financial's business is highly sensitive to: • • • the monetary policies implemented by the Federal Reserve Board, including the discount rate on bank borrowings and changes in reserve requirements, which affect BOK Financial's ability to make loans and the interest rates we may charge; changes in prevailing interest rates, due to the dependency of the Bank on interest income; open market operations in U.S. Government securities. A significant increase in market interest rates, or the perception that an increase may occur, could adversely affect both BOK Financial's ability to originate new loans and BOK Financial's ability to grow. Conversely, a decrease in interest rates could result in acceleration in the payment of loans, including loans underlying BOK Financial's holdings of residential mortgage-backed securities and termination of BOK Financial's mortgage servicing rights. In addition, changes in market interest rates, changes in the relationships between short-term and long-term market interest rates or changes in the relationships between different interest rate indices, could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income which would reduce the Company’s net interest revenue. An increase in market interest rates also could adversely affect the ability of BOK Financial's floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and net charge-offs, which could adversely affect BOK Financial's business. BOK Financial's substantial holdings of residential mortgage-backed securities and mortgage servicing rights could adversely affect BOK Financial's business. BOK Financial has invested a substantial amount of its holdings in residential mortgage-backed securities, which are investment interests in pools of mortgages. Residential mortgage-backed securities are highly sensitive to changes in interest rates. BOK Financial mitigates this risk somewhat by investing principally in shorter duration mortgage products, which are less sensitive to changes in interest rates. A significant decrease in interest rates has led mortgage holders to refinance the mortgages constituting the pool backing the securities, subjecting BOK Financial to a risk of prepayment and decreased return on investment due to subsequent reinvestment at lower interest rates. A significant decrease in interest rates has also accelerated premium amortization. Conversely, a significant increase in interest rates could cause mortgage holders to extend the term over which they repay their loans, which delays the Company’s opportunity to reinvest funds at higher rates. In an effort to promote a stronger pace of economic recovery and ensure inflation, over time, is at a level consistent with its mandate, the Federal Reserve Board has announced it will continue its policy of reinvesting principal payments from its security holdings in longer-term Treasury securities which may result in rising interest rates and lower fair values of our residential mortgage-backed securities. Residential mortgage-backed securities are also subject to credit risk from delinquency or default of the underlying loans. BOK Financial mitigates this risk somewhat by investing in securities issued by U.S. government agencies. Principal and interest payments on the loans underlying these securities are guaranteed by these agencies. In addition, as part of BOK Financial's mortgage banking business, BOK Financial has substantial holdings of mortgage servicing rights. The value of these rights is also very sensitive to changes in interest rates. Falling interest rates tend to increase loan prepayments, which may lead to cancellation of the related servicing rights. BOK Financial's investments and dealings in mortgage-related products increase the risk that falling interest rates could adversely affect BOK Financial's business. BOK Financial attempts to manage this risk by maintaining an active hedging program for its mortgage servicing rights. BOK Financial's hedging program has only been partially successful in recent years. The value of mortgage servicing rights may also decrease due to rising delinquency or default of the loans serviced. This risk is mitigated somewhat by adherence to underwriting standards on loans originated for sale. Market disruptions could impact BOK Financial’s funding sources. BOK Financial’s subsidiary bank may rely on other financial institutions and the Federal Home Loan Banks of Topeka and Dallas as a significant source of funds. Our ability to fund loans, manage our interest rate risk and meet other obligations depends on funds borrowed from these sources. The inability to borrow funds at market interest rates could have a material adverse effect on our operations. 7 Substantial competition could adversely affect BOK Financial. Banking is a competitive business. BOK Financial competes actively for loan, deposit and other financial services business in Oklahoma, as well as in BOK Financial's other markets. BOK Financial's competitors include a large number of small and large local and national banks, savings and loan associations, credit unions, trust companies, broker-dealers and underwriters, as well as many financial and nonfinancial firms that offer services similar to BOK Financial's. Large national financial institutions have entered the Oklahoma market. These institutions have substantial capital, technology and marketing resources. Such large financial institutions may have greater access to capital at a lower cost than BOK Financial does, which may adversely affect BOK Financial's ability to compete effectively. BOK Financial has expanded into markets outside of Oklahoma, where it competes with a large number of financial institutions that have an established customer base and greater market share than BOK Financial. BOK Financial may not be able to continue to compete successfully in these markets outside of Oklahoma. With respect to some of its services, BOK Financial competes with non-bank companies that are not subject to regulation. The absence of regulatory requirements may give non-banks a competitive advantage. Banking regulations could adversely affect BOK Financial. BOK Financial and its subsidiaries are extensively regulated under both federal and state law. In particular, BOK Financial is subject to the BHCA, the National Bank Act and the Dodd-Frank Act. These regulations are primarily for the benefit and protection of BOK Financial's customers and not for the benefit of BOK Financial's investors. In the past, BOK Financial's business has been materially affected by these regulations. For example, regulations limit BOK Financial's business to banking and related businesses, and they limit the location of BOK Financial's branches and offices, as well as the amount of deposits that it can hold in a particular state. These regulations may limit BOK Financial's ability to grow and expand into new markets and businesses. Additionally, under the Community Reinvestment Act, BOK Financial is required to provide services in traditionally underserved areas. BOK Financial's ability to make acquisitions and engage in new business may be limited by these requirements. The FDICIA and the BHCA, and various regulations of regulatory authorities, require us to maintain specified capital ratios. Any failure to maintain required capital ratios would limit the growth potential of BOK Financial's business. Under a long-standing policy of the Board of Governors of the Federal Reserve System, a bank holding company is expected to act as a source of financial strength for its subsidiary bank. As a result of that policy, BOK Financial may be required to commit financial and other resources to its subsidiary bank in circumstances where we might not otherwise do so. The trend toward increasingly extensive regulation is likely to continue and become more costly in the future. Laws, regulations or policies currently affecting BOK Financial and its subsidiaries may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, BOK Financial's business may be adversely affected by any future changes in laws, regulations, policies or interpretations. For example, effective July 1, 2010, the Company implemented changes mandated by federal regulations concerning overdraft charges that significantly impacted our fee revenue in the second half of 2010. The implementation of the Dodd-Frank Act will affect BOK Financial’s business including interchange revenue, mortgage banking, consumer products and higher capital standards. Among the rules pending for mortgage banking are uniform lending and servicing standards, consumer protection measures and several reforms affecting loan originators. A cap on interchange revenue implemented October 1, 2011 will significantly reduce revenue. The Bureau of Consumer Financial Protection will have authority over banks greater than $10 billion in assets and may implement additional consumer protection standards. BOK Financial will be affected by other aspects of the Dodd-Frank Act including new capital rules and revised deposit insurance assessments. Provisions of the Dodd-Frank Act may also make portions of our customer hedging programs uneconomical to continue. Adverse political environment could negatively impact BOK Financial’s business. As a result of the financial crisis and related government intervention to stabilize the banking system, there have been a series of laws and related regulations proposed or enacted in an attempt to ensure the crisis is not repeated. Many of the proposed new regulations are far- reaching. The intervention by the government also impacted populist sentiment with a negative view of financial institutions. This sentiment may increase litigation risk to the Company. While the Company did not participate in the Troubled Asset Relief Program and performed well throughout the downturn, the adverse political environment could have an adverse impact on BOK Financial’s future operations. Statutory restrictions on subsidiary dividends and other distributions and debts of BOK Financial's subsidiaries could limit amounts BOK Financial's subsidiaries may pay to BOK Financial. BOK Financial is a financial holding company, and a substantial portion of BOK Financial's cash flow typically comes from dividends that BOK Financial's bank and nonbank subsidiaries pay to BOK Financial. Various statutory provisions restrict the amount of dividends BOK Financial's subsidiaries can pay to BOK Financial without regulatory approval. Management also developed, and the BOK Financial board of directors approved, an internal capital policy that is more restrictive than the regulatory capital standards. Subsidiary creditors are entitled to receive distributions from the assets of that subsidiary in the event of liquidation before BOK Financial, as holder of an equity 8   interest in the subsidiary, is entitled to receive any of the assets of the subsidiary. However, if BOK Financial is a creditor of the subsidiary with recognized claims against it, BOK Financial will be in the same position as other creditors. Although publicly traded, BOK Financial's common stock has substantially less liquidity than the average trading market for a stock quoted on the NASDAQ National Market System. A relatively small fraction of BOK Financial's outstanding common stock is actively traded. The risks of low liquidity include increased volatility of the price of BOK Financial's common stock. Low liquidity may also limit holders of BOK Financial's common stock in their ability to sell or transfer BOK Financial's shares at the price, time and quantity desired. BOK Financial's principal shareholder controls a majority of BOK Financial's common stock. Mr. George B. Kaiser owns a majority of the outstanding shares of BOK Financial's common stock. Mr. Kaiser is able to elect all of BOK Financial's directors and effectively control the vote on all matters submitted to a vote of BOK Financial's common shareholders. Mr. Kaiser's ability to prevent an unsolicited bid for BOK Financial or any other change in control could have an adverse effect on the market price for BOK Financial's common stock. A substantial majority of BOK Financial's directors are not officers or employees of BOK Financial or any of its affiliates. However, because of Mr. Kaiser's control over the election of BOK Financial's directors, he could change the composition of BOK Financial's Board of Directors so that it would not have a majority of outside directors. Possible future sales of shares by BOK Financial's principal shareholder could adversely affect the market price of BOK Financial's common stock. Mr. Kaiser has the right to sell shares of BOK Financial's common stock in compliance with the federal securities laws at any time, or from time to time. The federal securities laws will be the only restrictions on Mr. Kaiser's ability to sell. Because of his current control of BOK Financial, Mr. Kaiser could sell large amounts of his shares of BOK Financial's common stock by causing BOK Financial to file a registration statement that would allow him to sell shares more easily. In addition, Mr. Kaiser could sell his shares of BOK Financial's common stock without registration under Rule 144 of the Securities Act. Although BOK Financial can make no predictions as to the effect, if any, that such sales would have on the market price of BOK Financial's common stock, sales of substantial amounts of BOK Financial's common stock, or the perception that such sales could occur, could adversely affect market prices. If Mr. Kaiser sells or transfers his shares of BOK Financial's common stock as a block, another person or entity could become BOK Financial's controlling shareholder. Dependence on technology increases cyber security risk. As a financial institution, we process a significant number of customer transactions and possess a significant amount of sensitive customer information. We engage numerous third-party vendors to support our data processing systems. As technology advances, the ability to initiate transactions and access data has become more widely distributed among mobile phones, personal computers, automated teller machines, remote deposit capture sites and similar access points. These technological advances increase cyber security risk. While the Company maintains programs intended to prevent or limit the effects of cyber security risk, there is no assurance that unauthorized transactions or unauthorized access to customer information will not occur. The financial, reputational and regulatory impact of unauthorized transactions or unauthorized access to customer information could be significant. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES BOK Financial and its subsidiaries own and lease improved real estate that is carried at $188 million, net of depreciation and amortization. The Company’s principal offices are located in leased premises in the Bank of Oklahoma Tower in Tulsa, Oklahoma. Banking offices are primarily located in Tulsa and Oklahoma City, Oklahoma; Dallas, Fort Worth and Houston, Texas; Albuquerque, New Mexico; Denver, Colorado; Phoenix, Arizona; and Kansas City, Kansas/Missouri. Primary operations facilities are located in Tulsa and Oklahoma City, Oklahoma; Dallas, Texas and Albuquerque, New Mexico. The Company’s facilities are suitable for their respective uses and present needs. The information set forth in Notes 5 and 14 of the Company’s Notes to Consolidated Financial Statements, which appear elsewhere herein, provides further discussion related to properties. ITEM 3. LEGAL PROCEEDINGS The information set forth in Note 14 of the Company’s Notes to Consolidated Financial Statements, which appear elsewhere herein, provides discussion related to legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 9 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES BOK Financial’s $0.00006 par value common stock is traded on the NASDAQ Stock Market under the symbol BOKF. As of January 31, 2012, common shareholders of record numbered 866 with 69,701,342 shares outstanding. The highest and lowest closing bid price for shares and cash dividends per share of BOK Financial common stock follows: 2011: Low High Cash dividends 2010: Low High Cash dividends First $50.37 56.32 0.25 $45.43 53.11 0.24 Second $50.13 54.72 0.275 $47.45 55.60 0.25 Third $44.00 55.81 0.275 $42.89 50.58 0.25 Fourth $45.68 55.90 0.33 $44.83 54.86 0.25 Shareholder Return Performance Graph Set forth below is a line graph comparing the change in cumulative shareholder return of the NASDAQ Index, the NASDAQ Bank Index, and the KBW 50 Bank Index for the period commencing December 31, 2006 and ending December 31, 2011.* Total Return Performance 125 100 75 50 25 l e u a V x e d n I 12/31/06 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 BOK Financial Corporation NASDAQ Composite NASDAQ Bank KBW 50 Index BOK Financial Corporation NASDAQ Composite NASDAQ Bank Index KBW 50 12/31/06 100.00 100.00 100.00 100.00 12/31/07 95.39 110.66 80.09 78.19 12/31/08 75.89 66.42 62.84 41.01 12/31/09 91.36 96.54 52.60 40.29 12/31/10 104.75 114.06 60.04 49.70 12/31/11 110.19 113.16 53.74 38.18 Period Ending * Graph assumes value of an investment in the Company’s Common Stock for each index was $100 on December 31, 2006. The KBW 50 Bank index is the Keefe, Bruyette & Woods, Inc. index, which is available only for calendar quarter end periods. Cash dividends on Common Stock are assumed to have been reinvested in BOK Financial Common Stock. 10 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 December 31, 2011. Period Total Number of Shares Purchased 2 Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1 Maximum Number of Shares that May Yet Be Purchased Under the Plans October 1, 2011 to October 31, 2011 36,111 November 1, 2011 to November 30, 2011 134,734 December 1, 2011 to December 31, 2011 61,718 Total 232,563 $51.95 $52.77 $55.43 – 69,581 – 69,581 723,483 653,902 653,902 1 On April 26, 2005, the Company’s board of directors authorized the Company to repurchase up to two million shares of the Company’s common stock. As of December 31, 2011, the Company had repurchased 1,346,098 shares under this plan. 2 The Company routinely repurchases mature shares from employees to cover the exercise price and taxes in connection with employee stock option exercises. ITEM 6. SELECTED FINANCIAL DATA The selected financial data is set forth within Table 1 of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 11 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Table 1 – Consolidated Selected Financial Data (Dollars in thousands except per share data) December 31, 2011 2010 2009 2008 2007 Selected Financial Data For the year: Interest revenue Interest expense Net interest revenue Provision for (reduction of) allowances for credit $ 811,595 120,101 691,494 $ 851,082 142,030 709,052 $ 914,569 204,205 710,364 $ 1,061,645 414,783 646,862 $ 1,160,737 616,252 544,485 losses Fees and commissions revenue Net income Period-end: Loans Assets Deposits Subordinated debentures Shareholders’ equity Nonperforming assets2 (6,050) 528,643 285,875 11,269,743 25,493,946 18,762,580 398,881 2,750,468 356,932 105,139 516,394 246,754 10,643,036 23,941,603 17,179,061 398,701 2,521,726 394,469 195,900 480,512 200,578 202,593 415,194 153,232 34,721 405,622 217,664 11,279,698 23,516,831 15,518,228 398,539 2,205,813 484,295 12,876,006 22,734,648 14,982,607 398,407 1,846,257 342,291 11,940,570 20,667,701 13,459,291 398,273 1,935,384 104,159 Profitability Statistics Earnings per share (based on average equivalent shares): Basic Diluted $ 4.18 4.17 $ 3.63 3.61 $ $ 2.96 2.96 $ 2.27 2.27 3.24 3.22 Percentages (based on daily averages): Return on average assets Return on average shareholders’ equity Average shareholders’ equity to average assets 1.17% 10.66 10.95 1.04% 10.18 10.19 0.87% 9.66 8.98 0.71% 7.87 9.01 1.14% 12.01 9.53 Common Stock Performance Per Share: Book value per common share Market price: December 31 close Market range – High close Market range – Low close Cash dividends declared Dividend payout ratio Selected Balance Sheet Statistics Period-end: $ $ 40.36 54.93 56.30 44.00 1.13 27.01% $ 36.97 53.40 55.68 42.89 0.99 27.16% $ 32.53 47.52 48.13 22.98 0.945 31.93% $ 27.36 40.40 60.84 38.48 0.875 38.55% 28.75 51.70 55.57 47.47 0.75 23.29% Tier 1 capital ratio Total capital ratio Leverage ratio Tangible common equity ratio1 Allowance for loan losses to nonaccruing loans Allowance for loan losses to loans Combined allowances for credit losses to loans 4 13.27% 16.49 9.15 9.56 125.93 2.25 2.33 12.69% 16.20 8.74 9.21 126.93 2.75 2.89 10.86% 14.43 8.05 7.99 86.07 2.59 2.72 9.40% 9.38% 12.81 7.89 6.64 77.73 1.81 1.93 12.54 8.20 7.72 150.29 1.06 1.24 Miscellaneous (at December 31) Number of employees (full-time equivalent) Number of banking locations Number of TransFund locations Trust assets Mortgage loan servicing portfolio3 4,511 212 1,912 $ 34,398,796 12,356,917 4,432 207 1,943 $ 32,922,706 12,059,241 4,355 202 1,896 $30,520,745 7,366,780 4,300 202 1,933 $30,454,512 5,983,824 4,110 195 1,822 $36,288,592 5,481,736 1 Shareholders’ equity less preferred equity, intangible assets and equity provided by the TARP Capital Program (none) divided by total assets less intangible assets. 2 Includes nonaccrual loans, renegotiated loans and assets acquired in satisfaction of loans. Excludes loans past due 90 days or more and still accruing. 3 Includes outstanding principal for loans serviced for affiliates. 4 Includes allowance for loan losses and allowance for off-balance sheet credit losses. 12 Management’s Assessment of Operations and Financial Condition Overview The following discussion is management’s analysis to assist in the understanding and evaluation of the financial condition and results of operations of BOK Financial Corporation (“BOK Financial” or “the Company”). This discussion should be read in conjunction with the consolidated financial statements and footnotes and selected financial data presented elsewhere in this report. From 2007 to 2009 the United States experienced a severe recession, characterized by substantial market volatility and lack of available liquidity. Primarily characterized by slow economic growth and persistently high national unemployment rates, the effects of the recession continued to impact 2011. In response, the U.S. government continued to provide significant liquidity and other intervening measures to support economic recovery based on evidence of subdued inflation. Commercial lending activity increased slightly in light of the economic uncertainty and both long-term and short-term interest rates remained at historic lows throughout the year. Low national mortgage rates during much of the year sustained a high level of mortgage lending activity and increased prepayments of our residential mortgage-backed securities. Cash flows from these securities were reinvested at current rates. The Federal Reserve has recently indicated its intention to keep interest rates low for the foreseeable future. While the core inflation rate has been modest, certain commodity prices such as oil have been volatile. Performance Summary BOK Financial’s net income for 2011 totaled $285.9 million or $4.17 per diluted share compared to $246.8 million or $3.61 per diluted share for 2010. Net income was up 16% over last year primarily due to lower credit cost. The provision for credit losses decreased $111.2 million due to sustained improvement in the loan portfolio. Highlights of 2011 included: • Net interest revenue totaled $691.5 million for 2011 compared to $709.1 million for 2010. Net interest margin was 3.34% for 2011 compared to 3.52% for 2010. Net interest margin narrowed during the year as increased cash flows from our securities portfolio were reinvested at lower current rates. • Fees and commissions revenue increased $12.2 million or 2% over 2010. Most revenue categories increased over the prior year on higher transaction volumes. Increased revenues were partially offset by the impact of federal regulations concerning overdraft fees which began to reduce deposit service fees in the second half of 2010 and debit card interchange fees which began to reduce transaction card revenue in the fourth quarter of 2011. • Operating expenses, excluding changes in the fair value of mortgage servicing rights, totaled $781 million, up $24.2 million or 3% over the prior year. Personnel expenses increased $28.1 million or 7% due primarily to increased incentive compensation. Non-personnel expenses decreased $3.9 million compared to the prior year. • • The Company recorded a $6.1 million negative provision for credit losses in 2011 compared to a $105.1 million provision for credit losses in 2010. Net charge-offs were $38.5 million or 0.35% of average outstanding loans for 2011 compared to $104.4 million or 0.96% of average outstanding loans for 2010. Impaired loans decreased $26 million and other credit quality indicators continued to improve. The combined allowances for credit losses totaled $263 million or 2.33% of outstanding loans at December 31, 2011 compared to $307 million or 2.89% of outstanding loans at December 31, 2010. Nonperforming assets totaled $357 million or 3.13% of outstanding loans and repossessed assets at December 31, 2011, down from $394 million or 3.66% of outstanding loans and repossessed assets at December 31, 2010. Nonaccruing loans totaled $201 million, down $30 million since the previous year end. Repossessed assets decreased $19 million during 2011. • Outstanding loan balances grew to $11.3 billion at December 31, 2011 from $10.6 billion at December 31, 2010. Commercial loan balances increased $637 million. Unfunded commercial loan commitments increased $937 million during 2011 to $5.3 billion. • • Total period-end deposits increased $1.6 billion during 2011 to $18.8 billion, due primarily to growth in commercial demand deposits. Tangible common equity was 9.56% at December 31, 2011 and 9.21% at December 31, 2010. The growth in the tangible common equity ratio was due largely to retained earnings. The Company and its subsidiary bank exceeded the regulatory definition of well capitalized. The Company’s Tier 1 capital ratios, as defined by banking regulations, were 13.27% at December 31, 2011 and 12.69% at December 31, 2010. • Cash dividends paid on common shares increased to $1.13 per common share in 2011 from $0.99 per common share in 2010. 13 • Net income for the fourth quarter of 2011 totaled $67.0 million or $0.98 per diluted share compared with $58.8 million or $0.86 per diluted share for the fourth quarter of 2010. Highlights of the fourth quarter of 2011 included: • Net interest revenue totaled $171.5 million, up $7.8 million over the fourth quarter of 2010. The benefit of an increase in average earning assets was largely offset by lower securities portfolio yield. Interest expense decreased due to growth in non-interest bearing funding sources and lower rates paid on interest bearing funds. • • The Company recorded a $15.0 million negative provision for credit losses in the fourth quarter of 2011 compared to a $7.0 million provision for credit losses in the fourth quarter of 2010. Net loans charged off were $9.5 million for the fourth quarter of 2011 and $14.2 million for the fourth quarter of 2010. The trend of quarterly net charge-offs has stabilized at levels significantly lower than their elevated levels during the recession. Impaired loans continued to decline and other credit quality indicators continued to improve. Fees and commissions revenue totaled $131.8 million compared to $136.0 million for the fourth quarter of 2010. Transaction card revenue was down $3.5 million due primarily to federal regulations concerning debit card interchange fees which became effective in the fourth quarter of 2011. • Changes in the fair value of our mortgage servicing rights, net of economic hedge, decreased pre-tax net income for the fourth quarter of 2011 by $4.9 million and increased pre-tax net income by $6.6 million in the fourth quarter of 2010. • Other operating expense, excluding changes in the fair value of mortgage servicing rights, increased $10.5 million over the prior year. Personnel costs increased $14.4 million due primarily to increased incentive compensation costs. Non-personnel costs decreased $3.9 million including decreased FDIC insurance expense due to the change to a risk-sensitive assessment based on assets. Critical Accounting Policies & Estimates The Consolidated Financial Statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s accounting policies are more fully described in Note 1 of the Consolidated Financial Statements. Management makes significant assumptions and estimates in the preparation of the Consolidated Financial Statements and accompanying notes in conformity with GAAP that may be highly subjective, complex and subject to variability. Actual results could differ significantly from these assumptions and estimates. The following discussion addresses the most critical areas where these assumptions and estimates could affect the financial condition, results of operations and cash flows of the Company. These critical accounting policies and estimates have been discussed with the appropriate committees of the Board of Directors. Allowances for Loan Losses and Off-Balance Sheet Credit Losses The allowances for loan losses and accrual for off-balance sheet credit losses are assessed by management based on an ongoing quarterly evaluation of the probable estimated losses inherent in the loan portfolio and probable estimated losses on unused commitments to provide financing. A consistent, 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 impaired loans and commitments that have not yet been charged down to amounts we expect to recover, general allowances for unimpaired loans that are based on estimated loss rates by loan class and nonspecific allowances that are based on analysis of general economic conditions, growth in the loan portfolio, duration of the business cycle and other relevant factors. Loans are considered impaired when it is probable that we will not collect all amounts due according to the contractual terms of the loan agreements. This is substantially the same criteria utilized to determine whether a loan should be placed on nonaccrual status. Generally, all nonaccruing commercial and commercial real estate loans, including loans modified in a troubled debt restructuring, are considered to be impaired. Impaired 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 determined through a quarterly evaluation of available cash resources and collateral value. Specific allowances for impairment of loans that have not yet been charged down to amounts we expect to recover are measured 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. Collateral value of real property is generally based on third party appraisals that conform to Uniform Standards of Professional Appraisal Practice, less estimated selling costs. Appraised values are on an “as-is” basis and are not adjusted by us. Appraisals are updated at least annually, or more frequently, if market conditions indicate collateral values may have declined. Collateral value of mineral rights is determined by our internal staff of engineers based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. The value of other collateral is generally determined by our special assets staff based on projected liquidation cash flows under current market conditions. Historical statistics may be used in limited situations to assist in estimating future cash flows or collateral values when a collateral dependent impaired loan is identified near the end of a reporting period. We use historical statistics as a practical way to estimate impairment until an updated appraisal of collateral value is received or a full assessment of future cash flows is completed. Estimates of future cash flows and collateral values require significant management judgments and are subject to volatility. 14 Effective in the fourth quarter of 2011, we enhanced the model used to estimate general allowances for unimpaired loans. This enhancement identifies separate incurred loss rates for each loan class. Previously, the company utilized incurred loss rates based on risk grades that did not differentiate by loan class. Considering the results of the most recent credit cycle, we believe that using the combination of the loan class and risk grade results in greater transparency and consistency in how the Company manages the loan portfolio and its inherent credit risk. This enhancement did not have a material impact on the results of the allowance for loan losses. There have been no other material changes in the approach or techniques utilized in developing the combined allowances for credit losses during 2011. For risk graded loans, estimated loss rates are developed using historical gross loss rates, as adjusted for changes in risk grading and inherent risk identified by loan class. Loss rates for each loan class are determined by the current loss rate based on the most recent twelve months or long-term gross loss rate that most appropriately represents current economic conditions. For each loan class, average risk grades for the most recent twelve month are compared to long-term average risk grades to determine if risk is increasing or decreasing. Appropriate loss rates are accordingly adjusted upward or downward in proportion to increasing or decreasing risk. Risk grades are updated quarterly by management and may be based on significant subjective judgments. Historical incurred loss rates may be further adjusted for inherent risks identified for the given loan class which have not yet been captured in the actual gross loss rates or risk grading. Certain small balance commercial loans and substantially all residential mortgage and consumer loans are not risk graded. Separate incurred loss rates are identified for each class of non-risk graded loans based on the most recent twelve months or long-term gross loss rate that most appropriately represents current economic conditions. Historical incurred loss rates may be further adjusted for inherent risks identified for the given loan class which have not yet been captured in the actual gross loss rates. Nonspecific allowances are maintained for risks beyond factors specific to a particular loan or loan class. These factors include trends in the economy in our primary lending areas, overall growth in the loan portfolio and other relevant factors. Nonspecific allowances may also be utilized to adjust loss rates based on historical information, including consideration of the duration of the business cycle on loss rates. Fair Value Measurement Certain assets and liabilities are recorded at fair value in the Consolidated Financial Statements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in a principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date, using assumptions market participants would use when pricing an asset or liability. 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. Fair value measurement and disclosure guidance provides a three level hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories: unadjusted quoted prices in active markets for identical assets or liabilities, other observable inputs that can be observed either directly or indirectly and unobservable inputs for assets or liabilities. Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances on a non-recurring basis. The following represents significant fair value measurements included in the Consolidated Financial Statements based on estimates. See Note 18 of the Consolidated Financial Statements for additional discussion of fair value measurement and disclosure included in the Consolidated Financial Statements. Mortgage Servicing Rights We have a significant investment in mortgage servicing rights. These rights are primarily retained from sales of loans we have originated. Occasionally mortgage servicing rights may be purchased from other lenders. Originated and purchased mortgage servicing rights are recognized at fair value. Subsequent changes in fair value are recognized in earnings as they occur. There is no active market for trading in mortgage servicing rights. We use a cash flow model to determine fair value. Key assumptions and estimates including projected prepayment speeds and assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates used by this model are based on current market sources. Assumptions used to value our mortgage servicing rights are considered significant unobservable inputs and represent our best estimate of assumptions that market participants would use to value this asset. 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 daily for changes in market conditions. We adjust the prepayment projections determined by this model to better correlate with actual performance of our servicing portfolio. The discount rate is based on benchmark rates for mortgage loans plus a market spread expected by investors in servicing rights. Significant assumptions used to determine the fair value of our mortgage servicing rights are presented in Note 7 to the Consolidated Financial Statements. At least annually, we request estimates of fair value from outside sources to corroborate the results of the valuation model. The assumptions used in this model are primarily based on mortgage interest rates. Evaluation of the effect of a change in one assumption without considering the effect of that change on other assumptions is not meaningful. Considering all related assumptions, we would expect a 50 basis point increase in mortgage interest rates to increase the fair value of our servicing rights by $13 million. We would expect a $14 million decrease in the fair value of our mortgage servicing rights from a 50 basis point decrease in mortgage interest rates. 15 Valuation of Derivative Instruments We use interest rate derivative instruments to manage our interest rate risk. We also offer interest rate, commodity, foreign exchange and equity derivative contracts to our customers. All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices in an active market for identical instruments. Fair values for over-the-counter interest rate contracts used to manage our interest rate risk are provided either by third-party dealers in the contracts or by quotes provided by independent pricing services. Information used by these third-party dealers or independent pricing services to determine fair values are considered significant other observable inputs. Fair values for interest rate, commodity, foreign exchange and equity contracts used in our customer hedging programs are based on valuations generated internally by third-party provided pricing models. These models use significant other observable market inputs to estimate fair values. Changes in assumptions used in these pricing models could significantly affect the reported fair values of derivative assets and liabilities, though the net effect of these changes should not significantly affect earnings. Credit risk is considered in determining the fair value of derivative instruments. Deterioration in the credit rating of customers or dealers reduces the fair value of asset contracts. The reduction in fair value is recognized in earnings during the current period. Deterioration in our credit rating below investment grade would affect the fair value of our derivative liabilities. In the event of a credit down-grade, the fair value of our derivative liabilities would decrease. The reduction in fair value would be recognized in earnings in the current period. Valuation of Securities The fair value of our securities portfolio is generally based on a single price for each financial instrument provided to us by a third-party pricing service determined by 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. The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. We evaluate 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 this evaluation, we determined that the results represent prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. A portion of our securities portfolio is comprised of debt securities for which third-party services have discontinued providing price information due primarily to a lack of observable inputs and other relevant data. We estimate the fair value of these securities based on significant unobservable inputs, including projected cash flows discounted at rates indicated by comparison to securities with similar credit and liquidity risk. We would expect the fair value to decrease $671 thousand if credit spreads utilized in valuing these securities widened by 100 basis points. Goodwill Impairment Goodwill for each reporting unit is evaluated for impairment annually as of October 1st or more frequently if conditions indicate that impairment may have occurred. The evaluation of possible goodwill impairment involves significant judgment based upon short-term and long-term projections of future performance. We identify the geographical market underlying each operating segment as reporting units for the purpose of performing the annual goodwill impairment test. This is consistent with the manner in which management assesses the performance of the Company and allocates resources. See additional discussion of the operating segments in the Assessment of Operations – Lines of Business section following. The fair value of each of our reporting units is estimated by the discounted future earnings method. Income growth is projected for each of our reporting units over five years and a terminal value is computed. The projected income stream is converted to current fair value by using a discount rate that reflects a rate of return required by a willing buyer. Assumptions used to value our reporting units are based on growth rates, volatility, discount rate and market risk premium inherent in our current stock price. These assumptions are considered significant unobservable inputs and represent our best estimate of assumptions that market participants would use to determine fair value of the respective reporting units. Critical assumptions in our evaluation were a 10% average expected long-term growth rate, a 0.90% volatility factor for BOK Financial common stock, a 13.03% discount rate and a 12.34% market risk premium. 16 The fair value, carrying value and related goodwill of reporting units for which goodwill was attributed as of our annual impairment test performed on October 1, 2011 is as follows in Table 2. Table 2 – Goodwill allocation by reporting unit (In thousands) Fair Value Carrying Value1 Goodwill $ 938,758 581,730 101,231 120,134 97,201 $ 259,776 387,767 62,048 93,008 56,592 $ 5,140 196,183 11,094 39,458 14,853 477,190 63,056 89,099 27,944 191,946 46,935 16,271 11,569 1,683 27,567 2,874 6,899 Commercial: Oklahoma Texas New Mexico Colorado Arizona Consumer: Oklahoma Texas New Mexico Colorado Wealth Management: Oklahoma Texas New Mexico Colorado Arizona 202,113 102,362 21,113 53,741 10,404 1 Carrying value includes intangible assets attributed to the reporting unit. 1,350 16,372 1,305 9,254 1,569 97,085 38,783 4,945 16,233 7,594 Based on the results of the primary discounted future earnings test performed as of October 1, 2011, no goodwill impairment was noted. The fair value of our reporting units determined by the discounted future earnings method was further corroborated by comparison to the market capitalization of publicly traded banks of similar size and characteristics in our geographical footprint. Considering the results of these two methods, management believes that no goodwill impairment existed as of our annual evaluation date. As of December 31, 2011, the market value of BOK Financial common stock, a primary input in our goodwill impairment analysis, was approximately 17% above the market value used in our most recent annual evaluation. The market value is influenced by factors affecting the overall economy and the regional banks sector of the market. Goodwill impairment may be indicated at our next annual evaluation date if the market value of our stock declines or sooner if we incur significant unanticipated operating losses or if other factors indicate a significant decline in the value of our reporting units. The effect of a sustained 10% negative change in the market value of our common stock on September 30, 2011 was simulated. No additional impairment was noted by this simulation. Numerous other factors could affect future impairment analyses including credit losses that exceed projected amounts or failure to meet growth projections. Additionally, fee income may be adversely affected by increasing residential mortgage interest rates and changes in federal regulations. Other-Than-Temporary Impairment The Company evaluates impaired debt and equity securities quarterly to determine if impairments are temporary or other-than-temporary. For impaired debt securities, management first determines whether it intends to sell or if it is more-likely-than-not that it will be required to sell the impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. All impaired debt securities we intend to sell or we expect to be required to sell are considered other- than-temporarily impaired and the full impairment loss is recognized as a charge against earnings. All impaired debt securities we do not intend or expect to be required to sell are evaluated further. Impairment of debt securities consistently rated investment grade by all nationally-recognized rating agencies is considered temporary unless specific contrary information is identified. Impairment of securities rated below investment grade by at least one of the nationally- recognized rating agencies is evaluated to determine if we expect to recover the entire amortized cost basis of the security based on the present value of projected cash flows from individual loans underlying each security. Below investment grade securities we own consist primarily of privately issued residential mortgage-backed securities. The primary assumptions used to project cash flows are disclosed in Note 2 to the Consolidated Financial Statements. We consider the principal and interest cash flows from the underlying loan pool as well as the remaining credit enhancement coverage as part of our assessment of cash flows available to recover the amortized cost of our securities. The credit enhancement coverage is an estimate of currently remaining subordinated tranches available to absorb losses on pools of loans that support the security. 17 Credit losses, which are defined as the excess of current amortized cost over the present value of projected cash flows, on other-than- temporarily impaired debt securities are recognized as a charge against earnings. Any remaining impairment attributed to factors other than credit losses are recognized in accumulated other comprehensive losses. Credit losses are based on long-term projections of cash flows which are sensitive to changes in assumptions. Changes in assumptions and differences between assumed and actual results regarding unemployment rates, delinquency rates, default rates, foreclosures costs and home price depreciation can affect estimated and actual credit losses. Deterioration of these factors beyond those described in Note 2 to the Consolidated Financial Statements could result in the recognition of additional credit losses. We performed a sensitivity analysis of all privately issued residential mortgage-backed securities rated below AAA. Significant assumptions of this analysis included an increase in the unemployment rate to 11% over the next twelve months, decreasing to 9.5% over 21 months thereafter and an additional 15% home price depreciation over the next twelve months. The results of this analysis indicated an additional $9 million of credit losses are possible. An increase in the unemployment rate to 13% with an additional 20% home price depreciation indicates an additional $21 million of credit losses are possible. Impaired equity securities, including perpetual preferred stocks, are evaluated based on our ability and intent to hold the securities until fair value recovers over a period not to exceed three years. The assessment of the ability and intent to hold these securities considers liquidity needs, asset / liability management objectives and securities portfolio objectives. Factors considered when assessing recovery include forecasts of general economic conditions and specific performance of the issuer, analyst ratings, and credit spreads for preferred stocks which have debt-like characteristics. Income Taxes Determination of income tax expense and related assets and liabilities is complex and requires estimates and judgments when applying tax laws, rules, regulations and interpretations. It also requires judgments as to future earnings and the timing of future events. Accrued income taxes represent an estimate of net amounts due to or from taxing jurisdictions based upon these estimates, interpretations and judgments. Quarterly, management evaluates the Company’s effective tax rate based upon its current estimate of net income, tax credits and statutory tax rates expected for the full year. Changes in income tax expense due to changes in the effective tax rate are recognized on a cumulative basis. Annually, we file tax returns with each jurisdiction where we conduct business and settle our return liabilities. We may also provide for estimated liabilities associated with uncertain filing positions. Deferred tax assets and liabilities are determined based upon the differences between the values of assets and liabilities as recognized in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion of the entire deferred tax asset may not be realized based on taxes previously paid in net loss carry-back periods and other factors. We recognize the benefit of uncertain income tax positions when based upon all relevant evidence it is more-likely-than-not that our position would prevail upon examination, including resolution of related appeals or litigation, based upon the technical merits of the position. An allowance for the uncertain portion of the tax benefit, including estimated interest and penalties, is part of our current accrued income tax liability. Estimated penalties and interest are recognized in income tax expense. Income tax expense in future periods may decrease if an uncertain tax position is favorably resolved, generally upon completion of an examination by the taxing authorities, expiration of a statute of limitations, or changes in facts and circumstances. 18 Assessment of Operations Net Interest Revenue Tax-equivalent net interest revenue totaled $700.6 million for 2011, down $17.6 million compared to the prior year. Net interest margin decreased 21 basis points, partially offset by the effect of a $595 million increase in average earning assets. Table 3 shows the effects on net interest revenue of changes in average balances and interest rates for the various types of earning assets and interest-bearing liabilities. Net interest margin, the ratio of tax-equivalent net interest revenue to average earning assets, was 3.34% for 2011 and 3.52% for 2010. The decrease in net interest margin was due primarily to lower yield on our securities portfolio partially offset by lower funding costs. The tax-equivalent yield on earning assets was 3.92% for 2011, down 30 basis points from 2010. The available for sale securities portfolio yield was 2.84%, down 44 basis points from 2010. Low intermediate and long-term interest rates continued to increase actual residential mortgage-backed securities prepayment speeds. Cash flows from the prepayments were reinvested at current low interest rates. Approximately $2.5 billion that had been invested to yield 3.30% was reinvested at 2.30%. Loan yields decreased 12 basis points to 4.70% primarily due to changes in market interest rates. The cost of interest-bearing liabilities was 0.76% for 2011, down 9 basis points from 2010 due largely to market conditions. The cost of interest bearing deposits decreased 17 basis points to 0.68%. The cost of other borrowed funds increased 33 basis points to 1.17%. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 18 basis points in 2011 compared to 15 basis points in 2010. Our overall objective is to manage the Company’s balance sheet to be relatively neutral to changes in interest rates as is further described in the Market Risk section of this report. As shown in Table 27, approximately 59% of our commercial and commercial real estate loan portfolios are either variable rate or fixed rate that will re-price within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that re-price more slowly than the loans. The result is a balance sheet that would be asset sensitive, which means that assets generally re-price more quickly than liabilities. Among the strategies that we use to achieve a relatively rate- neutral position, we purchase fixed-rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market rate sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk. The effectiveness of these strategies is reflected in the overall change in net interest revenue due to changes in interest rates as shown in Table 3 and in the interest rate sensitivity projections as shown in the Market Risk section of this report. The increase in average earning assets was primarily due to a $580 million increase in available for sale securities. We historically purchase U.S. government agency issued residential mortgage-backed securities to supplement earnings during periods of declining loan demand and to manage our interest rate risk. The larger securities portfolio was maintained throughout 2011. Growth in average earning assets was funded primarily by a $1.8 billion increase in average deposits. Average demand deposit account balances increased $1.1 billion and average interest-bearing transaction account balances increased $777 million. Average time deposits decreased $124 million. Average borrowed funds also decreased $1.6 billion during 2011 due primarily to reduced borrowings from Federal Home Loan Banks. 19 Table 3 – Volume/Rate Analysis (In thousands) Tax-equivalent interest revenue: Funds sold and resell agreements Trading securities Investment securities: Taxable securities Tax-exempt securities Total investment securities Available for sale securities: Taxable securities Tax-exempt securities Total available for sale securities Fair value option securities Residential mortgage loans held for sale Loans Total tax-equivalent interest revenue Interest expense: Transaction deposits Savings deposits Time deposits Funds purchased Repurchase agreements Other borrowings Subordinated debentures Total interest expense Tax-equivalent net interest revenue Change in tax-equivalent adjustment Net interest revenue (15,471) – (1,904) (1,314) (3,575) 380 (45) (21,929) (17,627) 69 $ (17,558) Year Ended December 31, 2011 / 2010 Change Due To1 Change Volume Yield / Rate Year Ended December 31, 2010 / 2009 Change Due To1 Change Volume Yield /Rate $ (12) $ (296) 5,352 (2,593) 2,759 (23,712) (98) (23,810) 1,246 (2,769) (16,674) (39,556) (12) $ 487 $ – (783) (50) (918) $ (30) (861) $ (20) (57) 6,541 (2,514) 4,027 10,203 93 10,296 3,299 (2,535) (3,647) 11,915 2,734 103 (2,240) (193) (127) (30,162) 10 (29,875) 41,790 (1,189) (79) (1,268) (33,915) (191) (34,106) (2,053) (234) (13,027) (51,471) (18,205) (103) 336 (1,121) (3,448) 30,542 (55) 7,946 (59,417) 7,122 (1,852) 5,270 (30,679) 295 (30,384) 2,775 (841) (38,255) (62,403) (12,721) 105 (45,481) (513) 417 (4,115) 133 (62,175) (228) (1,084) (1,312) $ 4,177 (1,482) 2,695 65,300 2,360 67,660 4,992 (177) (57,577) 16,702 8,736 70 (20,331) (610) 1,908 (2,375) 8 (12,594) 29,296 2,945 (370) 2,575 (95,979) (2,065) (98,044) (2,217) (664) 19,322 (79,105) (21,457) 35 (25,150) 97 (1,491) (1,740) 125 (49,581) (29,524) Tax-equivalent interest revenue: Funds sold and resell agreements Trading securities Investment securities: Taxable securities Tax-exempt securities Total investment securities Available for sale securities: Taxable securities Tax-exempt securities Total available for sale securities Three Months Ended December 31, 2011 / 2010 Change Due To1 Change Volume Yield / Rate $ (4) $ (70) (3) $ 206 (1) (276) 2,372 (675) 1,697 2,355 (689) 1,666 17 14 31 (3,840) (87) (3,927) 1,189 (713) 2,731 903 1,653 (38) 1,615 1,809 (807) 5,754 10,240 (5,493) (49) (5,542) (620) 94 (3,023) (9,337) Fair value option securities Residential mortgage loans held for sale Loans Total tax-equivalent interest revenue Interest expense: (4,559) Transaction deposits (25) Savings deposits (1,224) Time deposits (293) Funds purchased (1,092) Repurchase agreements 291 Other borrowings (26) Subordinated debentures (6,928) Total interest expense 7,831 Tax-equivalent net interest revenue (11) Change in tax-equivalent adjustment 7,820 Net interest revenue ¹ Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis. (34) 23 (513) 163 (9) (4,779) 3 (5,146) 15,386 (4,525) (48) (711) (456) (1,083) 5,070 (29) (1,782) (7,555) $ 20 Fourth Quarter 2011 Net Interest Revenue Tax-equivalent net interest revenue for the fourth quarter of 2011 totaled $173.7 million compared to $165.9 million for the fourth quarter of 2010. Net interest margin was 3.20% for the fourth quarter of 2011 and 3.21% for the fourth quarter of 2010. Average earning assets increased $1.1 billion or 5%. Average net loans increased $526 million over the fourth quarter of 2010, due primarily to increased commercial and residential mortgage balances, partially offset by decreased consumer and commercial real estate balances. Available for sale securities increased $333 million, fair value option securities increased $185 million and investment securities increased $101 million. The growth in average earning assets was funded by a $1.4 billion increase in average demand deposits. Other borrowings decreased $331 million compared to the fourth quarter of 2010. The yield on the available for sale securities portfolio decreased 24 basis points to 2.39%. Low intermediate and long term interest rates continued to increase prepayment speeds. Cash flows from increased prepayments were reinvested at the current lower rates. Approximately $875 million that had been yielding 3.10% was reinvested to yield 2.10%. The loan yield decreased 11 basis points to 4.65% due primarily to changes in market interest rates. The cost of interest-bearing liabilities was 0.66%, down 15 basis points from the fourth quarter of 2010. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 17 basis points in the fourth quarter of 2011 compared to 16 basis points in the fourth quarter of 2010. 2010 Net Interest Revenue Tax-equivalent net interest revenue for 2010 was $718.2 million compared with $718.4 million for 2009. The effect of a $525 million increase in average earning assets was largely offset by a 16 basis point decrease in net interest margin. The increase in average earning assets was primarily due to a $1.6 billion increase in average available for sale securities partially offset by a $1.2 billion net decrease in loan balances. Growth in the securities portfolio generally consisted of residential mortgage-backed securities issued by U.S. government agencies. As shown in Table 3, net interest revenue increased $29 million due to changes in earning assets and interest bearing liabilities and decreased $30 million due to changes in interest yields and rates. Net interest margin increased to 3.52% in 2010 compared with 3.68% in 2009. The yield on available for sale securities decreased 141 basis points due to the effect of increased prepayment speeds on premium amortization and cash flow reinvestment. The cost of interest-bearing liabilities was decreased 36 basis points due primarily to a 53 basis point decrease in deposit rates. Other Operating Revenue Other operating revenue was $572.3 million for 2011 compared to $520.9 million for 2010. Fees and commission revenue increased $12.2 million over 2010. Net gains on securities, derivatives and other assets increased $34.8 million over 2010. Other-than-temporary impairment charges recognized in earnings for 2011 were $4.3 million less than charges recognized in 2010. Table 4 – Other Operating Revenue (In thousands) Brokerage and trading revenue Transaction card revenue Trust fees and commissions Deposit service charges and fees Mortgage banking revenue Bank-owned life insurance Other revenue Total fees and commissions 2011 2010 $ 104,181 $ 101,471 112,302 68,976 103,611 87,600 12,066 30,368 516,394 116,757 73,290 95,872 91,643 11,280 35,620 528,643 2009 Year ended December 31, 2008 $ 42,8041 100,153 78,979 117,528 30,599 10,681 34,450 415,194 $ 91,677 105,517 66,177 115,791 64,980 10,239 26,131 480,512 Gain (loss) on other assets, net Gain (loss) on derivatives, net Gain (loss) on fair value option securities, net Gain (loss) on available for sales securities, net Gains on Mastercard and Visa IPO securities Total other-than-temporary impairment Portion of loss recognized in (reclassified from) other comprehensive income Net impairment losses recognized in earnings 5,885 2,686 24,413 34,144 – (10,578) (1,161) 4,271 7,331 21,882 – (29,960) 4,134 (3,365) (13,198) 59,320 – (129,154) (12,929) (23,507) 2,151 (27,809) 94,741 (34,413) (9,406) 1,299 10,948 9,196 6,799 (5,306) – (5,306) 2007 $ 62,542 90,425 78,231 109,218 22,275 10,058 32,873 405,622 2,404 2,282 (486) (276) 1,075 (8,641) – (8,641) Total other operating revenue $ 572,264 $ 520,908 1 Includes net derivative credit losses with two bankrupt counterparties of $54 million. $ 492,990 $ 428,724 $ 401,980 21 Fees and Commissions Revenue Diversified sources of fees and commissions revenue are a significant part of our business strategy and represented 43% of total revenue for 2011, excluding provision for credit losses and gains and losses on asset sales, securities and derivatives. We believe that a variety of fee revenue sources provide an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. We expect continued growth in other operating revenue through offering new products and services and by expanding into markets outside of Oklahoma. However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases. Brokerage and trading revenue, which includes revenues from securities trading, retail brokerage, customer derivative and investment banking increased $2.7 million or 3% over 2010. Securities trading revenue totaled $59.8 million for 2011, up $3.5 million over 2010. Securities trading revenue represents net realized and unrealized gains primarily related to sales of U.S. government securities, residential mortgage-backed securities guaranteed by U.S. government agencies and municipal securities to institutional customers, activities which we believe will be permitted under the Volcker Rule of the Dodd-Frank Act. Increased gains from municipal securities were partially offset by decreased gains on U.S. government securities. In 2010, credit spreads widened on credit concerns related to municipal securities resulting in a decreased volume of municipal securities sold. Gains on residential mortgage-backed securities guaranteed by U.S. government agencies were flat compared to the prior year. Revenue earned from retail brokerage transactions increased $4.7 million or 20% over 2010 to $28.2 million. Retail brokerage revenue is primarily based on fees and commissions earned on sales of fixed income securities, annuities and mutual funds to retail customers. Revenue growth was primarily due to increased market volatility which increased customer demand. Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Derivative Programs in Note 3 to the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Customer hedging revenue totaled $5.3 million, down $6.4 million compared to the prior year. The decrease in customer hedging revenue included $4.4 million of credit losses. Investment banking revenue includes fees earned upon completion of underwriting and financial advisory services which totaled $11.0 million for 2011, a $949 thousand increase over 2010 related to the timing and volume of completed transactions. We continue to monitor the on-going development of rules to implement the Volcker Rule in Title VI of the Dodd-Frank Act which prohibits banking entities from engaging in proprietary trading as defined by the Dodd-Frank Act and which restricts sponsorship of, or investment in, private equity funds and hedge funds, subject to limited exceptions. On October 11, 2011, regulators of financial institutions released a proposal for implementation of the Volcker Rule scheduled to take effect by July 21, 2012, subject in some cases to phase-in over time thereafter. Based on the proposed rules, we expect the Company’s trading activity to be largely unaffected, as our trading activities are all done for the benefit of customers and securities traded are mostly exempted under the proposed rules. The Company’s private equity investment activity may be curtailed but is not expected to result in a material impact to the Company’s financial statements. Final regulations will likely impose additional operating and compliance costs as presently proposed. Title VII of the Dodd-Frank Act subjects nearly all derivative transactions to CFTC or SEC regulations. Title VII, among other things, imposes registration, recordkeeping, reporting, capital and margin, as well as business conduction requirements on major swap dealers and major swap participants. The CFTC and SEC have recently delayed the effective dates of a large portion of the proposed regulations under Title VII until December 31, 2012. The Company currently anticipates that one or more of its subsidiaries may be required to register as a “swap dealer” with the CFTC. The ultimate impact of Title VII is uncertain, but may pose higher operational and compliance costs on the Company. Transaction card revenue depends largely on the volume and amount of transactions processed, the number of TransFund automated teller machine (“ATM”) locations and the number of merchants served. Transaction card revenue increased $4.5 million or 4% over 2010. Revenues from processing transactions on behalf of the members of our TransFund electronic funds transfer (“EFT”) network totaled $51.1 million, up $2.4 million or 5% over 2010, due primarily to increased transaction volumes. The number of TransFund ATM locations totaled 1,912 at December 31, 2011 compared to 1,943 at December 31, 2010. Merchant service fees paid by customers for account management and electronic processing of transactions totaled $34.3 million, a $3.8 million or 13% increase over the prior year primarily as a result of cross-selling opportunities throughout our geographical footprint. Revenue from interchange fees paid by merchant banks for transactions processed from debit cards issued by the Company totaled $31.4 million for 2011 compared to $33.1 million for 2010. This decrease was primarily due to the impact of interchange fee regulations which became effective on October 1, 2011, partially offset by increased transaction volumes. On June 29, 2011, the Federal Reserve Board issued a final rule establishing standards for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions as required by the Dodd-Frank Act. Under the final rule, the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction. In addition, the Federal Reserve Board approved an interim rule that allows for an upward adjustment up to 1 cent to an issuer’s debit card interchange fee for fraud prevention as outlined in the interim final rule. Issuers meeting these standards must certify as to their eligibility to receive this adjustment. Our experience in the fourth quarter of 2011 was consistent with our previously disclosed expectation of a decline of $20 to $25 million annually in our transaction card revenue based on the final rule. 22 Trust fees and commissions increased $4.3 million or 6% over 2010 primarily due to an increase in the fair value of trust assets. We continue to voluntarily waive administration fees on our Cavanal Hill money market funds in order to maintain positive yields on these funds in the current low short-term interest rate environment. Waived fees totaled $7.3 million for 2011 and $3.7 million for 2010. The fair value of trust assets administered by the Company totaled $34.2 billion at December 31, 2011, up from $32.8 billion at December 31, 2010. Deposit service charges and fees declined $7.7 million or 7% compared to 2010. Overdraft fees declined $7.4 million or 11% to $58.4 million. The decrease in overdraft fees was primarily due to changes in federal regulations concerning overdraft changes which were effective July 1, 2010. Commercial account service charge revenue totaled $31.6 million, down $810 thousand compared to the prior year. Customers continue to maintain high commercial account balances resulting in a high level of earnings credit, a non-cash method for commercial customers to avoid incurring charges for deposit services based on account balances. Service charge revenue on deposit accounts with a standard monthly fee increased $479 thousand or 9% to $5.9 million. Mortgage banking revenue was notably strong for both 2011 and 2010. Low interest rates increased mortgage loan origination activity. Mortgage banking revenue totaled $91.6 million in 2011 compared to $87.6 million in 2010. Revenue from originating and marketing mortgage loans increased $2.5 million or 5% over the prior year to $52.0 million. The spread between primary mortgage rates, the rates offered to borrowers, over secondary rates, the rates required by investors in residential mortgage-backed securities, nearly doubled in 2011 over 2010. This widened spread significantly increased mortgage loan production revenue. Mortgage loans originated for sale in the secondary market totaled $2.2 billion in 2011 and $2.5 billion in 2010. Mortgage loan servicing revenue totaled $39.7 million or 0.35% of loans serviced for others in 2011 and $38.2 million or 0.36% of the average outstanding balance of loans serviced for others in 2010. The average outstanding balance of loans serviced for others was $11.3 billion for 2011 and $10.7 billion for 2010. Net gains on securities, derivatives and other assets We recognized $34.1 million of net gains on sales of $2.7 billion of available for sale securities in 2011 and $21.9 million of net gains on sales of $2.0 billion of available for sale securities in 2010. Securities were sold either because they had reached their expected maximum potential return or to mitigate exposure to prepayment or extension risk. We also maintain a portfolio of residential mortgage-backed securities issued by U.S. government agencies and derivative contracts designated as an economic hedge of the changes in fair value of mortgage servicing rights that fluctuates due to changes in prepayment speeds and other assumptions as more fully described in Note 7 to the Consolidated Financial Statements. Changes in the fair value of these securities are included in Gain (loss) on fair value option securities, net on Table 4. Lower mortgage interest rates increased loan origination volumes, but also increased prepayments speeds which decreased the value of our mortgage servicing rights. Table 5 shows the relationship between changes in the fair value of mortgage servicing rights and financial instruments designated as an economic hedge. Table 5 – Gain (Loss) on Mortgage Servicing Rights, Net of Economic Hedges (In thousands) 2011 2010 Year ended December 31, 2008 2009 2007 Gain on mortgage hedge derivative contracts Gain (loss) on fair value option securities, net Gain (loss) on financial instruments held as an economic $ 2,974 24,413 $ 4,425 7,331 $ – (13,198) $ – 10,948 $ hedge of mortgage servicing rights, net 27,387 11,756 (13,198) 10,948 – (486) (486) Gain (loss) on change in fair value of mortgage servicing rights Gain (loss) on changes in fair value of mortgage servicing rights, net of gain on financial instruments held as an economic hedge (40,447) (8,171) 1 12,124 (34,515) (2,893) $ (13,060) $ 3,585 $ (1,074) $ (23,567) $ (3,379) Net interest revenue on mortgage trading securities 2 $ 17,651 $ 19,043 $ 13,366 $ 4,569 $ 595 1 Excludes $11.8 million day-one pre-tax gain on the purchase of mortgage servicing rights in the first quarter of 2010. 2 Actual interest earned on mortgage trading securities less transfer-priced cost of funds. As more fully described in the Note 2 to the Consolidated Financial Statements, we recognized $23.5 million of other-than-temporary impairment losses in 2011 related to certain privately issued residential mortgage-backed securities and municipal securities. We recognized $27.8 million of other-than-temporary impairment losses in earnings in 2010 related to certain privately issued residential mortgage-backed securities and other equity securities. Net gain (loss) on other assets is composed primarily of a $5.3 million net gain on two private equity funds we sponsor primarily for our customers; $3.9 million of the gain is allocated to the limited partners of the private equity funds through Net income (loss) attributable to non-controlling interest in the Consolidated Statement of Earnings. 23 Fourth Quarter 2011 Other Operating Revenue Other operating revenue for the fourth quarter of 2011 totaled $137.7 million, up $26.1 million over the prior year. Fees and commission revenue decreased $4.2 million or 3% compared to the fourth quarter of 2010 primarily due to lower interchange fee revenue. Net gains on securities, derivatives and other assets were up $31.2 million over the fourth quarter of 2010. Other-than-temporary charges recognized in earnings in the fourth quarter of 2011 were $3.8 million less than charges recognized in the fourth quarter of 2010. Brokerage and trading revenue decreased $3.0 million or 10% compared to the fourth quarter of 2010. Securities trading revenue increased $854 thousand. Increased gains on municipal and U.S. government securities were partially offset by decreased gains on residential mortgage-backed securities guaranteed by U.S. government agencies. Customer hedging revenue decreased $3.0 million compared to the fourth quarter of 2010 due primarily to decreased revenue from to be announced (“TBA”) residential mortgage-backed securities which are classified as interest rate contracts sold to our mortgage banking customers and a $1.7 million credit loss on unsettled contracts. Retail brokerage revenue was down $292 thousand and investment banking revenue was down $569 thousand. Transaction card revenue decreased $3.5 million compared to the previous year. Check card revenue from interchange fees paid by merchant banks for transactions processed from cards issued by the Company decreased $4.5 million compared to the fourth quarter of 2010, due primarily to the impact of debit card interchange fee regulations which were effective October 1, 2011. Revenues from the processing of transactions on behalf of members of our TransFund EFT network increased $802 thousand over the fourth quarter of 2010 and merchant services fees paid by customers for account management and electronic processing of transactions increased $139 thousand. Trust revenue decreased $280 thousand or 2% compared with the fourth quarter of 2010. The fair value of trust assets was up 4% compared to the prior year. Deposit service charges and fees for the fourth quarter of 2011 were up $1.2 million or 5% over the fourth quarter of 2010. Overdraft fees increased $772 thousand or 5%. Commercial account service charge revenue was flat compared to the fourth quarter of 2010. Fees on deposit accounts with a monthly service fee increased $405 thousand or 33% over the fourth quarter of 2010. Mortgage banking revenue for the fourth quarter of 2011 was flat compared to the fourth quarter of 2010. Mortgage loans funded for sale totaled $753 million in the fourth quarter of 2011 compared to $821 million in the fourth quarter of 2010. We recognized net gains of $7.1 million on sales of $667 million of available for sale securities in the fourth quarter of 2011 compared to net gains of $953 thousand on sales of $536 million of available for sale securities in the fourth quarter of 2010. For the fourth quarter of 2011, changes in the fair value of mortgage servicing rights decreased pre-tax net income by $5.3 million, partially offset by a net gain of $343 thousand on fair value option securities and derivative contracts held as an economic hedge. For the fourth quarter of 2010, changes in the fair value of mortgage servicing rights increased pre-tax net income by $25.1 million, partially offset by an $18.5 million net loss on fair value option securities and derivative contracts held as an economic hedge. 2010 Other Operating Revenue Other operating revenue totaled $520.9 million for 2010, up $27.9 million over 2009. Fees and commissions revenue increased $35.9 million partially offset by a $14.6 million decrease in net gains on securities, derivatives and other assets. Other-than-temporary impairment charges recognized in earnings in 2010 were $6.6 million less than in 2009. Brokerage and trading revenue increased $9.8 million over 2009. Customer hedging revenue increased $5 million over 2009 primarily due to energy derivatives. Investment banking revenue increased $2.3 million and retail brokerage revenue increased $3.0 million. Securities trading revenue was flat compared to 2009. Increased lending activity by our mortgage banking customers increased related securities transaction volume in 2010. This activity was offset by decreased municipal trading activity as credit spreads widened on credit concerns in municipal securities. Transaction card revenue increased $6.8 million over 2009 due to increases in check card revenue and merchant services fees. Trust fees and commissions increased $2.8 million over 2009 primarily due to growth in the fair value of trust assets, partially offset by lower balances in our proprietary mutual funds. Deposit service charges decreased $12.2 million compared to 2009 primarily due to changes in federal regulations concerning overdraft charges which were effective July 1, 2010. Mortgage banking revenue increased $22.6 million or 35% over 2009 primarily due to increased mortgage loan servicing revenue as the result of the Company’s acquisition of rights to service $4.2 billion of residential mortgage loans in the first quarter of 2010. We recognized $21.9 million of net gains on available for sale securities in 2010 and $59.3 million of net gains on available for sale securities in 2009. Securities were sold either because they had reached their expected maximum potential return or to mitigate exposure from rising interest rates. Net gains on fair value option securities held as an economic hedge of mortgage servicing rights were $11.8 million in 2010 and were a net loss of $13.2 million in 2009. The net gains (losses) on fair value option securities were partially offset by changes in the fair value of the mortgage servicing rights. The gain (loss) on other assets, net decreased $5.3 million in 2010 due primarily to a $2.7 million decrease in the fair value of our private equity funds; $2.4 million of which was allocated to the limited partners through Net income (loss) attributable to non-controlling interest on the Statement of Earnings. Other-than-temporary impairment charges recognized in earnings were $6.6 million less than in 2009. 24 Other Operating Expense Other operating expense totaled $821.5 million for 2011, up $68.3 million over 2010. Changes in fair value of mortgage servicing rights increased other operating expenses by $40.4 million in 2011 and decreased other operating expenses by $3.7 million in 2010. Excluding changes in the fair value of mortgage servicing rights, other operating expense totaled $781.0 million for 2011, up $24.2 million or 3% over 2010. Personnel expenses increased $28.1 million or 7% over the previous year. Non-personnel operating expenses decreased $3.9 million or 1% compared to 2010. Table 6 – Other Operating Expense (In thousands) Personnel expense Business promotion Contribution to BOKF Foundation Professional fees and services Net occupancy and equipment Insurance FDIC special assessment Data processing and communications Printing, postage and supplies Net losses and operating expenses of repossessed assets Amortization of intangible assets Mortgage banking costs Change in fair value of mortgage servicing rights Visa retrospective responsibility obligation Other expense Total Personnel Expense 2011 $ 429,986 20,549 4,000 28,798 64,611 16,799 – 97,976 14,085 23,715 3,583 34,942 40,447 – 41,982 $ 821,473 Year ended December 31, 2009 2010 2008 $ 401,864 17,726 – 30,217 63,969 24,320 – 87,752 13,665 $ 380,517 19,582 – 30,243 65,715 24,040 11,773 81,291 15,960 34,483 5,336 40,739 (3,661) – 36,760 $ 753,170 11,401 6,970 36,304 (12,124) – 25,061 $ 696,733 $ 352,947 23,536 – 27,045 60,632 11,988 – 78,047 16,433 1,019 7,661 22,513 34,515 (2,767) 28,835 $ 662,404 2007 $ 328,705 21,888 – 22,795 57,284 3,017 – 72,733 16,570 691 7,358 13,111 2,893 2,767 25,175 $ 574,987 Personnel expense totaled $430.0 million for 2011 and $401.9 million for 2010. Regular compensation, which consists of salaries and wages, overtime pay and temporary personnel costs, totaled $247.9 million, up $9.3 million or 4% over 2010. The increase in regular compensation was primarily due to an increase in the average regular compensation per full time equivalent employee. Average staffing levels increased modestly in 2011. Table 7 – Personnel Expense (In thousands) 2011 Year Ended December 31, 2009 2008 2010 2007 Regular compensation Incentive compensation: Cash-based Stock-based Total incentive compensation Employee benefits Workforce reduction costs, net Total personnel expense Average staffing (full-time equivalent) $ 247,945 $ 238,690 $ 231,897 $ 219,629 $ 206,857 97,472 20,308 117,780 64,261 – $ 429,986 4,474 91,205 12,778 103,983 59,191 – $ 401,864 4,394 80,582 10,572 91,154 57,466 – $ 380,517 4,403 79,215 3,962 83,177 50,141 – $ 352,947 4,140 62,657 8,763 71,420 47,929 2,499 $ 328,705 4,106 Incentive compensation increased $13.8 million or 13%. Cash-based incentive compensation is either intended to provide current rewards to employees who generate long-term business opportunities to the Company based on growth in loans, deposits, customer relationships and other measurable metrics or intended to compensate employees with commissions on completed transactions. Total cash-based incentive compensation for 2011 increased $6.0 million or 7% over the previous year. Sales commissions related to brokerage and trading revenue increased $1.3 million to $39.1 million and cash-based incentive compensation for other business lines increased $4.7 million to $58.1 million. The Company also provides stock-based incentive compensation plans. Stock-based compensation plans include both equity and liability awards. Compensation expense for equity awards increased $1.7 million over 2010. Expense for equity awards is based on the grant-date fair value of the awards and is unaffected by subsequent changes in fair value. Stock-based incentive compensation expense also included deferred compensation that will ultimately be settled in cash indexed to investment performance or changes in earnings per share. 25 Compensation expense related to liability awards increased $6.1 million over 2010. Certain executive officers are permitted to defer recognition of taxable income from their stock-based compensation. Deferred compensation may also be diversified into investments other than BOK Financial common stock. Compensation expense reflects changes in the market value of BOK Financial common stock and other investments. The year-end closing market price per share of BOK Financial common stock increased $1.53 during 2011 and $5.88 during 2010. On April 26, 2011 shareholders approved the BOK Financial Corporation 2011 True-Up Plan. The True-Up Plan was intended to address inequality in the Executive Incentive Plan which had been approved by shareholders in 2003, as a result of certain peer banks that performed poorly during the most recent economic cycle. Performance goals for the Executive Incentive Plan are based on the Company’s earnings per share growth compared to peers and business unit performance. As the economy improves and credit costs normalize, peer banks are expected to experience significant comparative earnings per share percentile increases. This “bounce-back” effect would have resulted in the unanticipated result of no annual bonuses in years 2011, 2012 and 2013 and the forfeiture of long-term incentive awards for 2010 and 2011 in their entirety, despite BOK Financial’s maintaining strong annual earnings throughout the economic cycle while many peers experienced negative or declining earnings. The True-Up Plan was designed to allow for adjustment upward or downward of certain executive officers annual and long-term compensation levels based on comparable executives at peer banks with similar earnings per share performance for the years 2006 through 2013. Compensation is determined by ranking the BOK Financial’s earning per share performance to peer banks and then aligning compensation with the peer bank that most closely relates to the BOK Financial’s earnings per share performance. Based on currently available information, incremental amounts due under the 2011 True-Up Plan may range from $0 to $34 million. The final amount due under the 2011 True-Up Plan will be determined as of December 31, 2013 and distributed in 2014. During 2011, we accrued $9.5 million of additional compensation expense. Performance measurement through 2013 may be volatile and could result in future adjustments upward or downward to compensation expense. Employee benefit expense increased $5.1 million or 9% over 2010. Employee medical insurance costs of $19.8 million increased 2% over the prior year. The Company self-insures a portion of its employee health care coverage and these costs may be volatile. Payroll tax expense increased $1.7 million over 2010 to $23.2 million. Employee retirement plan costs increased $1.1 million over the prior year to $15.4 million. Pension expenses increased $830 thousand over 2010 to $4.0 million due to changes in the expected return on plan assets and discount rate. Non-Personnel Operating Expenses Non-personnel operating expenses, excluding changes in the fair value of mortgage servicing rights, decreased $3.9 million or 1% compared to 2010. Net losses and operating expenses related to repossessed assets decreased $10.8 million, primarily due to a decrease in net losses from sales and write-downs of repossessed property based on our quarterly reviews of carrying values. Operating expenses on repossessed assets were flat compared to the prior year. FDIC insurance expense decreased $7.7 million due primarily to the change to a risk-sensitive assessment based on assets. Mortgage banking costs were down $5.8 million compared to 2010, due primarily to a decrease in amortization expense of our mortgage servicing rights and decreased provision for foreclosure costs related to mortgage loans serviced for others, partially offset by increased provision for loans sold with recourse. Data processing and communications expense increased $10.2 million due primarily to higher bank card transaction volume and increased software amortization expense related to recent technology investments. Other expense increased $5.2 million over 2010 due primarily to accrual for litigation as more fully disclosed in Note 14 to the Consolidated Financial Statements. The Company also made a $4.0 million discretionary contribution to the BOKF Charitable Foundation which partners with charitable organizations to support needs within our communities. Fourth Quarter 2011 Operating Expenses Other operating expense totaled $219.2 million for the fourth quarter of 2011, up $40.8 million over the fourth quarter of 2010. Changes in the fair value of mortgage servicing rights increased operating expenses by $5.3 million in the fourth quarter of 2011 compared with a reduction in operating expenses of $25.1 million in the fourth quarter of 2010. Excluding changes in the fair value of mortgage servicing rights, other operating expenses increased $10.5 million or 5%. Personnel expense increased $14.4 million due largely to the $9.5 million accrual related to the True-Up Plan. Regular compensation increased $2.1 million and cash-based incentive compensation increased $1.4 million. Non-personnel expenses decreased $3.9 million compared to the previous year across most non-personnel expense categories. 2010 Operating Expenses Other operating expense for 2010 totaled $753.2 million, up $56.4 million or 8% increase over 2009. Changes in the fair value of mortgage servicing rights decreased other operating expenses by $3.7 million in 2010 and decreased other operating expenses by $12.1 million in 2009. In addition, other operating expenses for 2009 included $11.8 million for the FDIC special assessment. Excluding those items, other operating expense totaled $756.8 million for 2010, up $59.7 million or 9% over 2009. Personnel expense increased $21.3 million or 6%. Non-personnel expenses increased $38.4 million or 12% over 2009 due largely to a $23.1 million increase in losses and operating expenses of repossessed assets. Regular compensation expense totaled $238.7 million, up $6.8 million, or 3% over 2009 due primarily to an increase in average regular compensation per full time equivalent employee. Incentive compensation increased $12.8 million or 14% to $104.0 million. Cash-based incentive compensation for 2010 increased $10.6 million or 13% including a $4.3 million or 13% increase in sales commissions related to brokerage and trading revenue and a $6.3 million increase in cash-based incentive compensation for other lines of business. Stock-based compensation expense increased $2.2 million. Liability awards decreased $297 thousand due primarily to changes in the market value of 26 BOK Financial common stock and other investments. The year-end closing market price per share of BOK Financial common stock increased $5.88 during 2010. Compensation expense for equity awards increased $2.5 million over 2009. Employee benefit expenses increased $1.7 million or 3% over 2009 due primarily to increased employee retirement plan and pension expense. Net losses and operating expenses of repossessed assets increased $23.1 million over 2009. Net losses from sales and write-downs of repossessed assets based on our quarterly review of carrying values increased $17.7 million. Operating expenses on repossessed assets, composed largely of property taxes, increased $5.4 million. Data processing and communications expense increased $6.5 million due primarily to higher transaction volume and increased software amortization expense. Other expense increased $11.7 million including a $6.1 million of depreciation expense on equipment we lease to earn tax credits. The benefit of this leasing activity is largely recognized through reduced federal and state income tax expense. All other operating expenses decreased $2.8 million or 1% compared to 2009. Income Taxes Income tax expense was $158.5 million or 35% of book taxable income for 2011, $123.4 million or 33% of book taxable income for 2010 and $106.7 million or 34% of book taxable income for 2009. Tax expense currently payable totaled $154 million in 2011, $150 million in 2010 and $129 million in 2009. The statute of limitations expired on an uncertain income tax position and the Company adjusted its current income tax liability to amounts on filed tax returns for 2010 in 2011 and 2009 in 2010. Excluding these adjustments, income tax expense would have been $160 million or 36% for book taxable income for 2011 and $126 million or 34% of book taxable income for 2010. The Internal Revenue Service is currently auditing the federal income tax return of BOK Financial for the year ended December 31, 2008. Management does not anticipate a material impact to the financial statements as a result of the audit. Net deferred tax assets totaled $38 million at December 31, 2011 and $58 million at December 31, 2010. The decrease was due primarily to the tax effect of increased bonus depreciation and unrealized gains on available for sale securities. We have evaluated the recoverability of our net deferred tax asset based on taxes previously paid in net loss carry-back periods and other factors and determined that no valuation allowance was required. The allowance for uncertain tax positions totaled $12 million at December 31, 2011 and December 31, 2010. BOK Financial operates in numerous jurisdictions, which requires judgment regarding the allocation of income, expense and earnings under various laws and regulations of each of these taxing jurisdictions. Each jurisdiction may audit our tax returns and may take different positions with respect to these allocations. Income tax expense for the fourth quarter of 2011 totaled $37.4 million or 36% of book taxable income compared to $31.1 million or 34% of book taxable income for the fourth quarter of 2010. 27 Table 8 – Selected Quarterly Financial Data (In thousands, except per share data) Interest revenue Interest expense Net interest revenue Provision for (reduction of) allowances for credit losses Net interest revenue after provision for (reduction of) allowances for credit losses Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Change in fair value of mortgage servicing rights Other non-personnel expense Other operating expense Fourth Third Second First 2011 $ 198,040 26,570 171,470 (15,000) $ 205,749 30,365 175,384 – $ 205,717 31,716 174,001 2,700 $ 202,089 31,450 170,639 6,250 186,470 175,384 171,301 164,389 131,786 6,241 138,027 121,129 6,180 5,261 86,627 219,197 146,035 27,942 173,977 103,260 5,939 24,822 86,875 220,896 127,826 15,134 142,960 105,603 5,859 13,493 78,254 203,209 123,274 (5,696) 117,578 99,994 6,015 (3,129) 75,569 178,449 Income before taxes Federal and state income tax Net income Net income (loss) attributable to non-controlling interest Net income attributable to BOK Financial Corp. 105,300 37,396 67,904 911 $ 66,993 128,465 43,006 85,459 358 $ 85,101 111,052 39,357 71,695 2,688 $ 69,007 103,518 38,752 64,766 (8) $ 64,774 Earnings per share: Basic Diluted Average shares: Basic Diluted $ $ 0.98 0.98 $ $ 1.24 1.24 $ $ 1.01 1.00 $ $ 0.95 0.94 67,526 67,775 67,828 68,037 67,898 68,169 67,902 68,177 Fourth Third Second First 2010 Interest revenue Interest expense Net interest revenue Provision for allowance for allowances for credit losses Net interest revenue after provision for allowances for credit $ 197,148 33,498 163,650 6,999 156,651 $ 216,967 36,252 180,715 20,000 160,715 $ 217,597 35,484 182,113 36,040 146,073 $ 219,370 36,796 182,574 42,100 140,474 losses Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and operating expenses of repossessed assets Change in fair value of mortgage servicing rights Other non-personnel expense Other operating expense 135,975 (24,062) 111,913 106,770 6,966 (25,111) 89,736 178,361 136,936 737 137,673 101,216 7,230 15,924 80,795 205,165 128,168 29,271 157,439 97,054 13,067 19,458 76,333 205,912 115,315 (1,432) 113,883 96,824 7,220 (13,932) 73,620 163,732 Income before taxes Federal and state income tax Net income Net income (loss) attributable to non-controlling interest Net income attributable to BOK Financial Corp. 90,203 31,097 59,106 274 $ 58,832 93,223 29,935 63,288 (979) $ 64,267 97,600 32,042 65,558 2,036 $ 63,522 90,625 30,283 60,342 209 $ 60,133 Earnings per share: Basic Diluted Average shares: Basic Diluted $ $ 0.86 0.86 $ $ 0.94 0.94 $ $ 0.93 0.93 $ $ 0.88 0.88 67,685 67,889 67,625 67,765 67,606 67,881 67,592 67,790 28 Lines of Business We operate three principal lines of business: commercial banking, consumer banking and wealth management. Commercial banking includes lending, treasury and cash management services and customer risk management products to small businesses, middle market and larger commercial customers. Commercial banking also includes the TransFund EFT network. Consumer banking includes retail lending and deposit services and all mortgage banking activities. Wealth management provides fiduciary services, brokerage and trading, private bank services and investment advisory services in all markets. Wealth management also originates loans for high net worth clients. In addition to our lines of business, we have a funds management unit. The primary purpose of this unit is to manage our overall liquidity needs and interest rate risk. Each line of business borrows funds from and provides funds to the funds management unit as needed to support their operations. Operating results for funds management and other include the effect of interest rate risk positions and risk management activities, securities gains and losses including impairment charges, the provision for credit losses in excess of net loans charged off, tax planning strategies and certain executive compensation costs that are not attributed to the lines of business. Funds management and other also included the FDIC special assessment charge in 2009. Regular FDIC insurance assessments are charged to the business units. We allocate resources and evaluate the performance of our lines of business after allocation of funds, certain indirect expenses, taxes based on statutory rates, actual net credit losses and capital costs. The cost of funds borrowed from the funds management unit by the operating lines of business is transfer priced at rates that approximate market for funds with similar duration. Market is generally based on the applicable LIBOR or interest rate swap rates, adjusted for prepayment risk. This method of transfer-pricing funds that support assets of the operating lines of business tends to insulate them from interest rate risk. The value of funds provided by the operating lines of business to the funds management unit is based on swap rates, LIBOR rates and Federal Home Loan Bank advance rates. Deposit accounts with indeterminate maturities, such as demand deposit accounts and interest- bearing transaction accounts, are transfer-priced at a rolling average based on expected duration of the accounts. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years. Economic capital is assigned to the business units by a capital allocation model that reflects our assessment of risk. This model assigns capital based upon credit, operating, interest rate and market risk inherent in our business lines and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each business line, based on its actual exposures and calibrated to its own loss history where possible. Average invested capital includes economic capital and amounts we have invested in the lines of business. As shown in Table 9, net income attributed to our lines of business increased $32.1 million or 22% over the prior year. The increase in net income attributed to our lines of business was due primarily to a $68.7 million decrease in net loans charged off and a $25.4 million increase in other operating revenue, partially offset by a $48.4 million increase in operating expenses attributed to the lines of business. Net income attributed to Funds management and other increased $7.1 million compared to the prior year. Less operating expenses were allocated to our lines of business due to a decrease in transaction volumes. A decrease in gains on securities sold, net of other-than- temporary impairment charges, was partially offset by a decrease in the provision for credit losses. Table 9 – Net Income by Line of Business (In thousands) Commercial banking Consumer banking Wealth management Subtotal Funds management and other Total Year ended December 31, 2010 2009 2011 $ 129,291 33,504 14,052 176,847 109,028 $ 285,875 $ 82,000 50,227 12,562 144,789 101,965 $ 246,754 $ 59,673 22,620 10,982 93,275 107,303 $ 200,578 29 Commercial banking Commercial banking contributed $129.3 million to consolidated net income for 2011, up $47.3 million over 2010. Net interest revenue increased $18.8 million primarily due to a $1.8 billion increase in average deposits sold to the funds management unit. Net loans charged- off decreased by $49.7 million. Fees and commissions revenue increased $7.3 million. Personnel expenses increased $2.5 million and non-personnel expenses increased $6.4 million. The Company has focused on development of banking services for small business during 2011. As part of this initiative, small business banking activities were transferred to the Commercial banking segment from the Consumer banking segment in the second quarter of 2011. This transfer increased Commercial banking net income by $7.9 million in 2011. Net interest revenue increased $14.0 million. Average deposits increased $593 million and average loans increased $18 million primarily due to the transfer of these balances from the Consumer banking segment. Other operating revenue increased $7.2 million and operating expenses increased $8.3 million. Table 10 – Commercial banking (Dollars in thousands) Net interest revenue from external sources $ Net interest expense from internal sources Total net interest revenue Net loans charged-off Net interest revenue after net loans charged- off Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans Year ended December 31, 2011 2010 2009 346,861 $ 343,241 $ 346,608 (29,919) 316,942 21,007 (45,144) 298,097 70,752 (50,989) 295,619 101,120 295,935 227,345 194,499 149,238 141,955 133,385 774 150,012 (1,638) 140,317 5 133,390 95,790 93,273 93,051 18,775 119,777 234,342 211,605 82,314 26,811 113,371 233,455 134,207 52,207 $ 129,291 $ 82,000 $ 10,401 126,772 230,224 97,665 37,992 59,673 $ 9,627,257 $ 9,007,403 $ 10,102,655 8,383,478 7,994,431 884,326 1.34% 14.62% 50.27% 0.25% 8,253,008 6,180,935 899,005 0.91% 9.12% 53.05% 0.86% 9,214,660 5,374,773 950,684 0.59% 6.28% 53.66% 1.10% Net interest revenue increased $18.8 million or 6% over 2010, primarily due to a $1.8 billion increase in average deposit balances attributed to our Commercial banking unit, including small business banking deposits transferred from the Consumer banking segment. The average outstanding balance of loans attributed to Commercial banking increased $130 million or 2% in 2010, resulting in a $1.8 million increase in net interest revenue. Other operating revenue increased $9.7 million or 7% over 2010. Service charges on commercial deposit accounts increased $5.8 million or 19% to $36.3 million primarily due to the transfer of small business banking activities to the Commercial banking segment. Transaction card revenues also were up $5.8 million or 8% over 2010 to $81.7 million. Operating expenses were flat compared to the prior year. Personnel expenses increased $2.5 million or 3% to $95.8 million due to annual merit increases and increased incentive compensation. Net losses and operating expenses of repossessed assets decreased $8.0 million to $18.8 million. Other non-personnel expenses increased $6.4 million due primarily to increased data processing costs related to higher 30 transaction card volumes and increased corporate expense allocations primarily related to the transfer of small business banking operations to the Commercial banking segment. The average outstanding balance of loans attributed to Commercial banking was $8.4 billion, up $130 million or 2% over 2010. See the Loans section of Management’s Analysis and Discussion of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans which primarily attributed to the Commercial banking segment. Net Commercial banking loans charged off decreased $49.7 million in 2011 to $21.0 million or 0.25% of average loans attributed to this line of business. Average deposits attributed to Commercial banking were up $1.8 billion or 29% over 2010. Small business banking deposits increased $583 million primarily related to the transfer of small business banking activities to the Commercial banking segment. Average deposit balances attributed to our commercial and industrial customers increased $726 million or 34%, average deposit balances attributed to treasury services customers increased $263 million or 16% and average balances attributed to our energy customers increased $199 million or 28%. We believe that commercial customers continue to retain large cash reserves due to continued economic uncertainty. Consumer banking Consumer banking services are provided through five primary distribution channels: traditional branches, supermarket branches, the 24- hour ExpressBank call center, internet banking and mobile banking. We currently have 212 consumer banking locations, including branch banking locations and mortgage lending offices. Our consumer banking locations are primarily distributed 105 in Oklahoma, 52 in Texas, 24 in New Mexico and 14 in Colorado. Consumer banking contributed $33.5 million to consolidated net income in 2011 compared to $50.2 million for 2010. Net income for 2010 included the $6.5 million day-one gain from the purchase of rights to service $4.2 billion of residential mortgage loans on favorable terms in 2010. Changes in fair value of mortgage servicing rights, net of economic hedges, decreased net income attributable to Consumer banking by $8.0 million for 2011 compared to increasing net income attributable to Consumer banking by $2.2 million in 2010. Net interest revenue decreased $11.1 million compared to the prior year primarily due to the transfer of small business banking operations to the Commercial banking segment. Net charge-offs decreased by $11.3 million during 2011. Fees and commissions revenue decreased $6.9 million or 3% compared to the prior year primarily due to decreased deposits service charges and transaction card revenues due to changes in banking regulations, partially offset by increased mortgage banking and other revenues. Excluding changes in the fair value of mortgage servicing rights, operating expenses decreased $7.2 million compared to the prior year. Personnel expenses increased $8.3 million and non-personnel expenses decreased $15.5 million. 31 Table 11 – Consumer banking (Dollars in thousands) Net interest revenue from external sources $ Net interest revenue from internal sources Total net interest revenue Net loans charged-off Net interest revenue after net loans charged- off Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Change in fair value of mortgage servicing rights Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans Banking locations (period-end) Year ended December 31, 2011 2010 2009 89,745 $ 86,291 $ 33,109 122,854 13,451 47,624 133,915 24,705 57,647 73,796 131,443 21,062 109,403 109,210 110,381 197,271 204,149 182,483 27,604 224,875 88,993 3,044 40,447 146,960 279,444 54,834 21,330 11,357 215,506 (12,861) 169,622 80,660 78,528 3,583 485 (3,661) 161,929 242,511 82,205 31,978 (12,124) 176,092 242,981 37,022 14,402 22,620 $ 33,504 $ 50,227 $ $ 5,937,585 $ 6,243,519 $ 6,148,067 2,067,548 5,741,719 2,109,520 6,130,383 273,809 0.56% 12.24% 74.66% 0.65% 212 277,837 0.80% 18.08% 72.82% 1.17% 207 2,316,952 6,048,195 253,233 0.37% 8.93% 81.26% 0.91% 202 Mortgage loans funded for resale Mortgage servicing portfolio1 1 Includes outstanding principal for loans serviced for affiliates within the consolidated group. $ 2,293,834 12,356,917 12,059,241 2,501,860 $ $ 7,366,780 2,811,076 Net interest revenue from Consumer banking activities decreased $11.1 million or 8% compared to 2010 primarily due to the transfer of certain small business demand deposit balances to the Commercial banking segment. Average loan balances also decreased $42 million primarily due to the continued pay-downs of indirect automobile loans. The Company previously disclosed its decision to exit the indirect automobile loan business in the first quarter of 2009. Fees and commissions revenue decreased $6.9 million or 3% compared to 2010. Deposit service charges were down $13.9 million or 20% compared to the prior year primarily due to lower overdraft fees as a result of change in banking regulation that became effective in the third quarter of 2010 and due to service fees on small business deposits transferred to the Commercial banking segment. Mortgage banking revenue was up $3.9 million over 2010. Mortgage loan origination volume was high in both 2011 and 2010 due to low interest rates. Revenue from originating and marketing mortgage loans was up $2.4 million due to an increase in gains on loans sold. Mortgage servicing revenue increased $1.5 million. Transaction card revenue decreased $1.3 million or 4% compared to the prior year due primarily to changes in federal regulations concerning debit card interchange fees which were effective in the fourth quarter of 2011. Excluding changes in the fair value of mortgage servicing rights, operating expenses decreased $7.2 million compared to the prior year. Decreased corporate expense allocations related to the transfer of small business banking operations to the Commercial banking segment were mostly offset by increased personnel costs related to increased mortgage banking activity. Mortgage banking costs decreased $6.8 million compared to the prior year due primarily to decreased provision related to loans sold with recourse and amortization of mortgage servicing rights. 32 Net loans charged off by the Consumer banking unit decreased $11.3 million from the prior year to $13.5 million or 0.65% of average loans attributed to the Consumer banking division. Net consumer banking charge-offs include residential mortgage loans that are retained by the Company, indirect automobile loans, overdrawn deposit accounts and other direct consumer loans. Average consumer deposits decreased $389 million or 6% compared to 2010, primarily due to the transfer of small business banking to the Commercial banking segment, partially offset by some growth in other Consumer banking deposits. Average demand deposits decreased $210 million or 24%, average time deposits decreased $182 million or 8% and average interest-bearing transaction accounts decreased $20 million or 1%. Our Consumer banking division originates, markets and services conventional and government-sponsored mortgage loans for all of our geographical markets. During 2011, we funded $2.5 billion of mortgage loans compared to $2.8 billion in 2010. Approximately 42% of our mortgage loans funded were in the Oklahoma market, 15% in the New Mexico market, 15% in the Colorado market and 12% in the Texas market. Mortgage fundings included $2.2 billion of mortgage loans funded for sale in the secondary market and $250 million of loans funded for retention within the consolidated group. Revenue from originating and marketing mortgage loans for sale totaled $52.1 million in 2011 and $49.7 million in 2010. As of December 31, 2011, the Consumer banking division services $11.3 billion of mortgage loans for others and $1.1 billion of loans retained within the consolidated group. Approximately 97% of the mortgage loans serviced was to borrowers in our primary geographical market areas. Mortgage loan servicing revenue totaled $39.9 million in 2011 compared to $38.4 million in 2010. Changes in the fair value of our mortgage loan servicing rights, net of securities and derivative contracts held as an economic hedge, decreased Consumer banking pre-tax net income by $13.1 million in 2011 and increased Consumer banking pre-tax net income by $3.6 million in 2010, excluding the $11.8 million pre-tax day-one gain on the purchase of mortgage servicing rights during 2010. Changes in the fair value of mortgage servicing rights and securities and derivative contracts held as an economic hedge are due to movements in interest rates, actual and anticipated loan prepayments speeds and related factors. Net interest revenue on fair value option securities held as an economic hedge of mortgage servicing rights totaled $17.7 million for 2011 and $19.1 million for 2010. We generally use residential mortgage-backed securities as an economic hedge against changes in the fair value of our mortgage servicing rights. Generally, this is an effective hedging strategy. However, the fair value of the mortgage servicing rights reacts to changes in primary mortgage rates and the fair value of residential mortgage-backed securities reacts to changes in secondary mortgage rates. Divergence between the primary and secondary mortgage rates can significantly affect the effectiveness of our hedging strategy. 33 Wealth management The Wealth management division contributed $14.1 million in 2011, up $1.5 million over 2010. Table 12 – Wealth management (Dollars in thousands) Net interest revenue from external sources $ Net interest revenue from internal sources Total net interest revenue Net loans charged-off Net interest revenue after net loans charged- off Fees and commissions revenue Gain on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans Year ended December 31, 2011 2010 2009 26,785 $ 31,161 $ 15,783 42,568 2,860 39,708 12,373 43,534 10,569 32,965 24,665 19,165 43,830 11,028 32,802 170,939 164,461 155,587 551 171,490 743 165,204 742 156,329 126,088 120,190 111,681 33 62,079 188,200 22,998 8,946 44 57,375 177,609 20,560 7,998 $ 14,052 $ 12,562 $ 9 59,468 171,158 17,973 6,991 10,982 $ 3,829,894 $ 3,499,115 $ 3,027,312 916,843 3,689,403 174,927 0.37% 8.03% 88.15% 0.31% 1,032,996 3,354,648 169,775 0.36% 7.40% 85.39% 1.02% 1,029,722 2,948,956 160,276 0.36% 6.85% 85.83% 1.07% Our Wealth management division serves as custodian to or manages assets of customers. Fees are earned commensurate with the level of service provided. We may have sole or joint investment discretion over the assets of the customer or may be fiduciary for the assets, but investment selection authority remains with the customer or an external manager. The Wealth management division also provides safekeeping services for personal and institution customers including holding of the customer’s assets, processing of income and redemptions and other customer recordkeeping and reporting services. We also provide brokerage services for customers who maintain or delegate investment authority and for which BOK Financial does not have custody of the assets. 34 A summary of assets under management or in custody follows (in thousands): December 31, 2011 December 31, 2010 December 31, 2009 Trust assets in custody for which BOKF has sole or joint discretionary authority $ 9,916,322 $ 9,351,345 $ 8,168,073 Trust assets not in custody for which BOKF has sole or joint discretionary authority Non-managed trust assets in custody Trust assets held in safekeeping Trust assets Other assets held in safekeeping Brokerage accounts under BOKF administration 221,465 12,684,026 11,576,983 34,398,796 7,371,756 171,205 13,392,187 10,007,969 32,922,706 6,337,654 135,380 12,339,059 9,878,233 30,520,745 6,702,356 3,635,300 3,117,159 2,679,209 Assets under management or in custody $ 45,405,852 $ 42,377,519 $ 39,902,310 Net interest revenue decreased $966 thousand or 2% compared to the prior year. Average loan balances were down $116 million and average deposit balances increased $335 million over the prior year. Loan yields decreased compared to the prior year, largely offset by decreased funding costs related to deposits. Net loans charged-off decreased $7.7 million during 2011 to $2.9 million or 0.31% of average loans. Other operating revenue increased $6.3 million or 4% over the prior year. Trust fees were up $4.3 million or 6% primarily due to increases in the fair value of trust assets and retail brokerage fees were up $2.1 million or 2% over 2010. Other operating revenue includes fees earned from state and municipal bond underwriting and financial advisory services, primarily in the Oklahoma and Texas markets. The Wealth management segment participated in 278 underwritings that totaled $4.7 billion. As a participant, the Wealth management segment was responsible for facilitating the sale of approximately $1.5 billion of these underwritings. In 2010, the Wealth management segment participated in 215 underwritings that totaled approximately $5.4 billion. Our interest in these underwritings totaled approximately $1.3 billion. Operating expenses increased $10.6 million or 6% over 2010. Personnel expense increased $5.9 million or 5% due primarily to increased headcount. Non-personnel expenses increased $4.7 million due primarily to additional expense incurred related to expansion of the Wealth management segment during 2011. Growth in average assets was largely due to an increase in Wealth management deposits which are sold to the Funds management unit. Average deposits attributed to the Wealth management segment increased $335 million over the prior year including a $179 million increase in average demand deposit account balances and a $146 million increase in the average balance of interest-bearing transaction accounts, partially offset by a $156 million decrease in average time deposit balances. 35 Geographic Market Distribution The Company also secondarily evaluates performance by primary geographic market. Loans are generally attributed to geographic markets based on the location of the customer and may not reflect the location of the underlying collateral. Brokered deposits and other wholesale funds are not attributed to a geographic market. Funds management and other also include insignificant results of operations in locations outside our primary geographic regions. Table 13 – Net Income by Geographic Region (In thousands) Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri Subtotal Funds management and other Total Year ended December 31, 2011 2010 2009 $ 105,791 $ 114,434 $ 85,515 42,876 14,255 6,001 10,202 (7,980) 3,912 175,057 110,818 29,218 8,880 3,950 2,919 (22,817) 4,113 140,697 106,057 19,405 6,582 10,751 (6,604) (28,481) 6,431 93,599 106,979 $ 285,875 $ 246,754 $ 200,578 36 Oklahoma Market Our Oklahoma offices are located primarily in the Tulsa and Oklahoma City metropolitan areas. Oklahoma is a significant market to the Company, representing 48% of our average loans, 54% of our average deposits and 31% of our consolidated net income for 2011. In addition, all of our mortgage servicing activity, TransFund EFT network and 73% of our trust assets are attributed to the Oklahoma market. Table 14 – Oklahoma (Dollars in thousands) Year ended December 31, 2011 2010 2009 Net interest revenue $ 240,616 $ 244,455 $ 235,569 Net loans charged-off Net interest revenue after net loans charged- off Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Change in the fair value of mortgage servicing rights Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans 18,266 42,075 34,944 222,350 202,380 200,625 320,929 322,178 314,528 28,247 349,176 10,475 332,653 (12,026) 302,502 165,246 152,133 145,762 4,657 4,252 1,799 40,447 188,032 398,382 173,144 67,353 (3,661) 195,020 347,744 187,289 72,855 $ 105,791 $ 114,434 $ (12,124) 227,731 363,168 139,959 54,444 85,515 $ 10,930,742 $ 9,775,984 $ 8,845,648 5,247,656 9,821,782 541,210 0.97% 19.55% 63.74% 0.35% 5,438,436 8,782,196 548,537 1.17% 20.86% 62.02% 0.77% 6,084,099 7,888,820 538,015 0.97% 15.89% 68.22% 0.57% Net income generated in the Oklahoma market in 2011 decreased $8.6 million or 8% compared to 2010. Net interest revenue decreased $3.9 million or 2%. Net loans charged off decreased $23.8 million to $18.3 million or 0.35% of average loans attributed to the Oklahoma market. Fees and commissions revenue was flat compared to the prior year. Excluding changes in the fair value of mortgage servicing rights, operating expenses increased $6.5 million or 2% over the prior year. Changes in fair value of our mortgage loan servicing rights, net of financial instruments held as an economic hedge, decreased pre-tax net income by $13.1 million in 2011 and increased pre-tax net income by $3.6 million in 2010, excluding the $11.8 million pre-tax day-one gain on the purchase of mortgage servicing rights during 2010. Net interest revenue decreased $3.9 million or 2% compared to 2010. The favorable net interest impact of the $1.0 billion increase in average deposit balances was partially offset by lower yield on funds sold to the funds management unit. Average loan balances decreased $191 million or 4% compared to the prior year. The decrease in loan yields was partially offset by lower costs related to interest-bearing liabilities. Fees and commissions revenue was flat compared to the prior year. Deposit service charges were down $6.1 million or 9% due primarily to lower overdraft fees as a result of changes in banking regulations that became effective in the third quarter of 2010. Brokerage and trading revenue was up $4.4 million over 2011 and transaction card revenue increased $3.1 million due to increased transaction volume. Mortgage banking revenue was down $1.9 million and trust fees and commissions decreased $1.5 million. Excluding change in fair value of mortgage servicing rights, other operating expenses increased $6.5 million over the prior year. Personnel costs increased $13.1 million or 9% due to increased headcount, increased incentive compensation related to increased trading and mortgage transaction activity and annual merit increases. Net losses and expenses on repossessed assets increased $405 thousand or 10%. 37 Other non-personnel expense decreased $7.0 million or 4% due primarily to lower mortgage banking costs and other expenses, partially offset by increased data processing expenses on higher transaction volumes. Average deposits in the Oklahoma market increased $1.0 billion or 12% over 2010, primarily due to an increase in average commercial deposit balances. Deposits related to commercial and industrial customers, treasury services and energy customers all increased over the prior year. Wealth management deposits increased over the prior year in the private banking division, broker/dealer division and in trust. Consumer banking deposits decreased and commercial deposits increased compared to the prior year primarily due to the transfer of small business banking activities from the Consumer banking segment to the Commercial banking segment. Texas Market Our Texas offices are located primarily in the Dallas, Fort Worth and Houston metropolitan areas. Texas is our second largest market with 32% of our average loans, 24% of our average deposits and 18% of our consolidated net income for 2011. Table 15 – Texas (Dollars in thousands) Year ended December 31, 2011 2010 2009 Net interest revenue $ 137,696 $ 134,323 $ 134,949 Net loans charged-off Net interest revenue after net loans charged- off 3,202 16,292 22,197 134,494 118,031 112,752 Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans 63,608 342 63,950 67,470 1,570 62,410 131,450 66,994 24,118 60,722 50,862 (7) 60,715 65,311 6,708 61,074 133,093 45,653 16,435 (12) 50,850 63,202 2,705 67,374 133,281 30,321 10,916 19,405 $ 42,876 $ 29,218 $ $ 4,933,463 $ 4,479,689 $ 4,166,690 3,417,235 4,368,967 473,939 0.87% 9.05% 65.30% 0.09% 3,320,173 3,901,364 479,390 0.65% 6.09% 68.24% 0.49% 3,606,579 3,701,415 493,074 0.47% 3.94% 71.73% 0.62% Net income in the Texas market increased $13.7 million or 47% over 2010 primarily due to a decrease in net loans charged off and net losses and expenses of repossessed assets. Net interest revenue increased $3.4 million or 3% over the prior year. Average assets increased primarily due to a $468 million or 12% increase in average deposits which were sold to the funds management unit. Average loans outstanding grew by $97 million or 3% over the prior year. Net loans charged-off decreased $13.1 million to $3.2 million or 0.09% of average loans in 2011. Fees and commissions revenue increased $2.9 million or 5% over 2010 due primarily to a $2.6 million increase in trust fees and commissions. Brokerage and trading revenue and transaction card revenue increased over 2010, offset by decreased deposit service charges and mortgage banking revenue. 38 Other operating expenses decreased $1.6 million or 1% compared to the previous year. Personnel costs increased $2.2 million primarily due to increased incentive compensation. Net losses and operating expense of repossessed assets decreased $5.1 million compared to the prior year. Other non-personnel costs were up $1.3 million or 2%. New Mexico Market Net income attributed to our New Mexico market totaled $14.3 million or 7% of consolidated net income, a $5.4 million or 61% increase over the prior year. Net interest revenue increased $1.3 million or 4% over the prior year. Average deposit balances increased $11.3 million or 1%. Average demand deposit balances increased $50 million or 22%, partially offset by a $38 million or 8% decrease in average time deposits balances. Net charge-offs declined by $4.3 million to $2.0 million or 0.28% of average loans compared to $6.3 million or 0.87% of average loans for 2010. Fees and commissions revenue increased $3.2 million over the prior year due primarily to increased mortgage banking revenue. Increased brokerage and trading revenue, transaction card revenues and trust fees and commissions were mostly offset by a decrease in deposit service charges and fees. Other operating expenses were flat compared to the prior year. Table 16 – New Mexico (Dollars in thousands) Net interest revenue Net loans charged-off Net interest revenue after net loans charged- off Other operating revenue – fees and commissions revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans Year ended December 31, 2010 2009 2011 $ 33,959 $ 32,649 $ 1,959 6,269 32,788 6,420 32,000 26,380 26,368 31,165 13,704 2,019 24,112 39,835 23,330 9,075 27,994 13,135 2,891 23,815 39,841 14,533 5,653 $ 14,255 $ 8,880 $ 23,949 12,647 1,029 25,868 39,544 10,773 4,191 6,582 $ 1,390,700 $ 1,329,578 $ 1,248,283 707,723 1,242,964 719,160 1,231,643 809,626 1,146,942 82,296 1.03% 17.32% 61.17% 0.28% 83,188 0.67% 10.67% 65.70% 0.87% 85,750 0.53% 7.68% 69.70% 0.79% 39 Arkansas Market Net income for the Arkansas market totaled $6.0 million, up $2.1 million or 52% over 2010. Net interest revenue decreased $2.0 million primarily due to a $57 million decrease in average loans. Loans in the Arkansas market continue to decrease due to the run-off of indirect automobile loans. Average deposits attributed to the Arkansas market were up $14 million or 7% over 2010, primarily related to increases in commercial banking deposits, partially offset by decreased wealth management and consumer deposit balances. Net loans charged off decreased $4.0 million to $2.7 million or 1.00% of average loans in 2011, compared to $6.7 million or 2.04% of average loans in 2010. Other operating revenue decreased $3.6 million or 9% compared to 2010, primarily on decreased securities trading revenue at our Little Rock office, partially offset by increased mortgage banking and transaction card revenue. Other operating expenses decreased $5.0 million due primarily to decreased incentive compensation costs related to securities trading activity. Table 17 – Arkansas (Dollars in thousands) Net interest revenue Net loans charged-off Net interest revenue after net loans charged- off Fees and commissions revenue Loss on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans Year ended December 31, 2010 2009 2011 $ 8,213 $ 10,222 $ 2,747 5,466 37,611 – 37,611 17,641 548 15,066 33,255 9,822 3,821 6,734 3,488 41,258 – 41,258 21,601 1,108 15,573 38,282 6,464 2,514 $ $ 6,001 $ 3,950 $ 291,560 $ 357,178 $ 273,382 210,083 23,564 2.06% 25.47% 72.57% 1.00% 330,136 196,372 23,232 1.11% 17.00% 74.36% 2.04% 11,741 3,469 8,272 37,137 (18) 37,119 20,060 585 7,150 27,795 17,596 6,845 10,751 424,971 409,281 155,981 24,460 2.53% 43.95% 56.87% 0.85% 40 Colorado Market Net income attributed to our Colorado market increased $7.3 million or 250% over 2010 due primarily to a decrease in net loans charged off. Net loans charged-off decreased $8.7 million to $2.3 million or 0.29% of average loans. Net interest income was up $1.3 million or 4% over the prior year. Average deposit balances increased $128 million or 11% over the prior year. Increased commercial and wealth management deposits were partially offset by decreased consumer deposit balances. Average loan balances increased $15 million or 2%. Other operating revenue was up $891 thousand over the prior year due primarily to increased mortgage banking revenue. Operating expenses were down $1.0 million or 3% compared to the prior year due primarily to a decrease in net losses and operating expenses of repossessed assets. Increased personnel costs were mostly offset by decreases in other non-personnel costs. Table 18 – Colorado (Dollars in thousands) Year ended December 31, 2011 2010 2009 Net interest revenue Net loans charged-off $ 34,018 $ 32,706 $ 2,279 10,973 Net interest revenue after net loans charged- off Fees and commissions revenue Loss on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Income (loss) before taxes Federal and state income tax 31,739 22,588 – 22,588 18,388 402 18,839 37,629 16,698 6,496 21,733 21,703 (6) 21,697 17,050 1,429 20,174 38,653 4,777 1,858 Net income (loss) $ 10,202 $ 2,919 $ 36,689 24,857 11,832 18,237 (2) 18,235 17,378 1,260 22,237 40,875 (10,808) (4,204) (6,604) Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans $ 1,343,816 $ 1,219,195 $ 1,217,287 782,583 1,273,794 118,749 0.76% 8.59% 66.48% 0.29% 767,983 1,145,887 123,910 0.24% 2.36% 71.04% 1.43% 908,919 1,137,888 129,897 (0.54%) (5.08%) 74.42% 2.73% 41 Arizona Market The Arizona market’s performance continued to improve during 2011. The net loss attributed to the Arizona market narrowed from $22.8 million in 2010 to $8.0 million in 2011. Net loans charged off improved by $15.8 million to $6.6 million or 1.14% of average loans attributed to the Arizona market. Net losses and operating expenses on repossessed assets decreased by $3.7 million compared to the prior year. Excluding these credit costs, we continue to see improvement in the Arizona market. Net interest revenue increased $4.4 million or 38% over the prior year. Average loans balances grew by $40 million or 60% and average deposit balances increased $37 million or 17%. Growth was primarily related to commercial loans and deposits. Other operating revenue increased $773 thousand. Deposit service charges, transaction card revenues and trust fees and commissions all increased over the prior year, partially offset by a decrease in mortgage banking revenue. Excluding net losses and operating expenses of repossessed assets, other operating expense decreased $496 thousand compared to the prior year. We continue to focus on growth in commercial and small business lending and wealth management services in the Arizona market. We have significantly scaled back commercial real estate lending activities which were not contemplated in our initial expansion into the market. Loan and repossessed assets losses are largely due to commercial real estate lending. Assets attributed to the Arizona market include $16 million of goodwill that may be impaired in future periods if these growth plans are unsuccessful. Table 19 – Arizona (Dollars in thousands) Net interest revenue Net loans charged-off Net interest revenue after net loans charged- off Fees and commissions revenue Gain (loss) on financial instruments and other assets, net Other operating revenue Personnel expense Net losses and expenses of repossessed assets Other non-personnel expense Operating expense Loss before taxes Federal and state income tax Net loss Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans Year ended December 31, 2011 2010 2009 $ 16,237 $ 11,792 $ 22,423 11,175 39,694 6,578 9,659 5,495 349 5,844 9,584 10,402 8,578 28,564 (13,061) (5,081) (10,631) (28,519) 5,071 – 5,071 9,944 14,117 7,722 31,783 (37,343) (14,526) 3,404 (20) 3,384 11,104 3,413 6,962 21,479 (46,614) (18,133) $ $ (7,980) $ (22,817) $ (28,481) 641,340 $ 609,467 $ 574,770 255,487 65,024 (1.24%) (12.27%) 131.44% 1.14% 522,035 218,865 65,242 (3.74%) (34.97%) 188.48% 4.30% 631,642 564,699 182,209 71,436 (4.51%) (39.87%) 147.33% 7.03% 42 Kansas/Missouri Market Net income attributed to the Kansas/Missouri market totaled $3.9 million for 2011 compared to $4.1 million for 2010. Net interest revenue increased $2.2 million or 24%. Average loan balances increased $67 million. Average deposit balances increased $63 million due primarily to increased commercial deposits offset by lower wealth management and consumer deposits. Other operating revenue increased $3.4 million or 17% primarily due to increased trust fees and commissions and mortgage banking revenue, partially offset by decreased brokerage and trading revenues. Other operating expenses increased $4.2 million due primarily to increased personnel costs as a result of increased headcount and increased corporate expense allocations on increased transaction activity. Table 20 – Kansas/Missouri (Dollars in thousands) Year ended December 31, 2011 2010 2009 Net interest revenue Net loans charged-off $ 11,675 $ 9,428 $ 2,523 782 Net interest revenue after net loans charged- off Fees and commissions revenue Loss on financial instruments and other assets, net Other operating revenue Personnel expense Net losses (gains) and expenses of repossessed assets Other non-personnel expense Operating expense Income before taxes Federal and state income tax Net income Average assets Average loans Average deposits Average invested capital Return on assets Return on invested capital Efficiency ratio Net charge-offs to average loans 9,152 22,773 – 22,773 14,372 176 10,974 25,522 6,403 2,491 8,646 19,386 – 19,386 12,975 (67) 8,392 21,300 6,732 2,619 $ $ 3,912 $ 4,113 $ 376,652 $ 309,230 $ 364,517 302,632 27,754 1.04% 14.10% 74.09% 0.69% 297,604 239,759 22,744 1.33% 18.08% 73.92% 0.26% 7,927 920 7,007 19,905 (29) 19,876 11,622 104 4,632 16,358 10,525 4,094 6,431 310,649 299,861 158,665 20,795 2.07% 30.93% 58.77% 0.31% 43 Assessment of Financial Condition Securities We maintain a securities portfolio to enhance profitability, support interest rate risk management strategies, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, available for sale. See Note 2 to the consolidated financial statements for additional discussion of the securities portfolio. Table 21 – Securities (Dollars in thousands) Trading: Obligations of the U.S. Government U.S. agency residential mortgage- backed securities Municipal and other tax-exempt securities Other trading securities Total Investment: Municipal and other tax-exempt U.S. agency residential mortgage- backed securities – Other Other debt securities Total Available for sale: U.S. Treasury Municipal and other tax-exempt Residential mortgage-backed securities: U.S. agencies Privately issue Total residential mortgage- backed securities Other debt securities Perpetual preferred stocks Equity securities and mutual funds Total Fair value option securities: U.S. agency residential mortgage- backed securities Corporate debt securities Total 2011 December 31, 2010 2009 Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value $ 22,140 $ 22,203 $ 3,890 $ 3,873 $ 21,395 $ 21,260 12,320 12,379 26,979 27,271 16,001 38,693 2,864 39,345 2,873 23,610 929 23,396 927 26,897 1,296 15,999 26,813 1,282 $ 76,017 $ 76,800 $ 55,408 $ 55,467 $ 65,589 $ 65,354 $ 128,697 $ 133,670 184,898 188,577 $ 232,568 $ 238,847 121,7041 188,835 439,236 $ 120,536 208,451 462,657 1,001 66,435 $ 1,006 68,837 – 154,655 339,553 – 72,190 $ $ – 157,528 346,105 – 72,942 $ $ $ $ – 7,837 240,405 $ – 7,857 246,704 6,998 61,268 $ 7,020 62,201 $ $ 9,297,389 503,068 9,588,177 419,166 8,193,705 714,430 8,446,909 644,209 7,645,817 961,378 7,809,328 792,362 9,800,457 36,298 19,171 33,843 $ 9,957,205 10,007,343 36,495 18,446 47,238 $ 10,179,365 8,908,135 6,401 19,511 29,181 $ 9,035,418 9,091,118 6,401 22,114 43,046 $ 9,235,621 8,607,195 17,174 19,224 35,414 $ 8,747,273 8,601,690 17,147 22,275 50,165 $ 8,760,498 $ $ 606,875 25,099 631,974 $ $ 626,109 25,117 651,226 $ $ 433,662 – 433,662 $ $ 428,021 – 428,021 $ $ 288,076 – 288,076 $ $ 285,950 – 285,950 1 Includes $12 million of remaining net unrealized gain which remains in Accumulated Other Comprehensive Income in the Consolidated Balance Sheets related to certain U.S. government agency residential mortgage-backed securities transferred from the Available for Sale portfolio to the Investment portfolio in 2011. See Note 2 to the Consolidated Financial Statements for additional discussion. We intend to sell trading securities to our customers for a profit. Trading securities are carried at fair value. Changes in fair value are recognized in current period income. At December 31, 2011, the carrying value of investment (held-to-maturity) securities was $439 million and the fair value was $463 million. Investment (held-to-maturity) securities consist primarily of long-term, fixed-rate Oklahoma municipal bonds and taxable Texas school construction bonds and U.S. agency residential mortgage-backed securities. The investment securities portfolio is diversified among issuers. Excluding, U.S. government agencies, the largest obligation of any single issuer is $30 million. Substantially all of the municipal bonds are general obligations of the issuer. Approximately $93 million of the taxable Texas school construction bonds are also guaranteed by the Texas Permanent School Fund Guarantee Program supervised by the State Board of Education for the State of Texas. We transferred $120 million of residential mortgage-backed securities issued by U.S. government agencies to the investment portfolio during 2011 as discussed in greater detail in Note 2 to the Consolidated Financial Statements. Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, net of deferred taxes, are recorded as accumulated other comprehensive income in shareholders’ equity. The amortized cost of available for sale securities totaled $10.0 billion at December 31, 2011, up $922 million over December 31, 2010. At December 31, 2011, residential mortgage-backed 44 securities represented 98% of total available for sale securities. A summary of our securities follows in Table 21. Additional details regarding securities concentrations appears in Note 2 to the Consolidated Financial Statements. A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Current interest rates are historically low and prices for residential mortgage-backed securities are historically high resulting in low effective durations. Our best estimate of the duration of the residential mortgage-backed securities portfolio at December 31, 2011 is 1.7 years. Management estimates that the duration would extend to approximately 3.1 years assuming an immediate 200 basis point upward rate shock. The estimated duration contracts to 1.4 years assuming a 50 basis point decline in the current low rate environment. Residential mortgage-backed securities also have credit risk from delinquency or default of the underlying loans. We mitigate this risk by primarily investing in securities issued by U.S. government agencies. Principal and interest payments on the underlying loans are fully guaranteed. At December 31, 2011, approximately $9.3 billion of the amortized cost of the Company’s residential mortgage-backed securities were issued by U.S. government agencies. The fair value of these residential mortgage-backed securities totaled $9.6 billion at December 31, 2011. We also hold amortized cost of $503 million in residential mortgage-backed securities privately issued by publicly-owned financial institutions; a decrease of $211 million from December 31, 2010. The decrease was primarily due to $189 million of cash received and $21.9 million of other-than-temporary impairment losses charged against earnings during 2011. The fair value of our portfolio of privately issued residential mortgage-backed securities totaled $419 million at December 31, 2011. The amortized cost of our portfolio of privately issued residential mortgage-backed securities included $335 million of Jumbo-A residential mortgage loans and $168 million of Alt-A residential mortgage loans. Jumbo-A residential mortgage loans generally meet government agency underwriting standards, but have loan balances that exceed agency maximums. Alt-A residential mortgage loans generally do not have sufficient documentation to meet government agency underwriting standards. Credit risk on residential mortgage-baked securities originated by private issuers is mitigated by investment in senior tranches with additional collateral support. All of our Alt-A residential mortgage-backed securities were issued with credit support from additional layers of loss-absorbing subordinated tranches, including all Alt-A residential mortgage-backed securities held that were originated in 2007 and 2006. The weighted average original credit enhancement of the Alt-A residential mortgage-backed securities was 10.5% and currently stands at 3.2%. The Jumbo-A residential mortgage-backed securities had original credit enhancement of 8.8% and the current level is 7.6%. Approximately 81% of our Alt-A residential mortgage-backed securities represented pools of fixed-rate mortgage loans. None of the adjustable rate mortgages are payment option adjustable rate mortgages (“ARMs”). Approximately 24% of our Jumbo-A residential mortgage-backed securities represents pools of fixed rate mortgage loans and none of the adjustable rate mortgages are payment option ARMs. Privately issued residential mortgage-backed securities with a total amortized cost of $460 million were rated below investment grade at December 31, 2011 by at least one of the nationally-recognized rating agencies. Net unrealized losses on the below investment grade residential mortgage-backed securities totaled $79 million at December 31, 2011. Net unrealized losses on these same below investment grade securities were $62 million at December 31, 2010 Our portfolio of available for sale securities also included preferred stocks issued by six financial institutions. These preferred stocks have certain debt-like features such as a quarterly dividend based on LIBOR. However, the issuers of these stocks have no obligation to redeem them. At December 31, 2011, these stocks have an aggregate carrying value of $19 million and an aggregate fair value of $18 million. The aggregate gross amount of unrealized losses on available for sale securities totaled $86 million at December 31, 2011. On a quarterly basis, we perform separate evaluations on debt and equity securities to determine if the unrealized losses are temporary as more fully described in Note 2 of the Consolidated Financial Statements. Other-than-temporary impairment charges of $23.5 million were recognized in earnings in 2011 on certain privately issued residential mortgage-backed securities and other municipal securities we do not intend to sell. Certain residential mortgage-backed securities issued by U.S. government agencies, identified as fair value option securities, have been designated as economic hedges of mortgage servicing rights. In addition, certain corporate debt securities are economically hedged by derivative contracts. We have elected to carry these securities at fair value with changes in fair value recognized in current period income. These securities are held with the intent that gains or losses will offset changes in the fair value of mortgage servicing rights and related derivative contracts. Bank-Owned Life Insurance We have approximately $263 million invested in bank-owned life insurance at December 31, 2011. These investments are expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $232 million is held in separate accounts. Our separate account holdings are invested in diversified portfolios of investment-grade fixed income securities and cash equivalents, including U.S. Treasury and Agency securities, residential mortgage-backed securities, corporate debt, asset-backed and commercial mortgage-backed securities. The portfolios are managed by unaffiliated professional managers within parameters established in the portfolio’s investment guidelines. The cash surrender value of the life insurance policies is further supported by a stable value wrap, which protects against changes in the fair value of the investments. At December 31, 2011, cash surrender value represented by the 45 underlying fair value of investments held in separate accounts was approximately $254 million. As the underlying fair value of the investments held in a separate account at December 31, 2011 exceeded the net book value of the investments, no cash surrender value was supported by the stable value wrap. The stable value wrap is provided by a domestic financial institution. The remaining cash surrender value of $31 million primarily represented the cash surrender value of policies held in the general accounts and amounts due from various insurance companies. At December 31, 2010, our investment in bank-owned life insurance was approximately $255 million, with $224 million held in separate accounts. The cash surrender value was approximately $239 million at December 31, 2010 and no cash surrender value was supported by the stable value wrap as the underlying fair value of the investments held in the separate account exceeded the book value of the investments. The remaining cash surrender value held in general accounts and due from various insurance companies was $31 million at December 31, 2010. Loans The aggregate loan portfolio before allowance for loan losses totaled $11.3 billion at December 31, 2011, a $627 million or 6% increase over December 31, 2010. Table 22 – Loans (In thousands) Commercial: Energy Services Wholesale/retail Healthcare Manufacturing Integrated food services Other commercial and industrial Total commercial Commercial real estate: Retail Office Multifamily Construction and land development Industrial Other commercial real estate Total commercial real estate 2011 2010 December 31, 2009 2008 2007 $ 2,015,619 1,745,189 962,984 976,481 350,834 208,738 311,609 6,571,454 $ 1,711,409 1,580,921 1,010,246 809,625 325,191 204,283 292,321 5,933,996 $ 1,911,994 1,807,824 921,830 792,538 404,061 160,549 209,044 6,207,840 $ 2,311,813 2,038,451 1,165,099 777,154 497,957 197,629 423,500 7,411,603 $ 1,954,967 1,733,569 1,084,379 685,131 493,185 240,469 569,884 6,761,584 509,743 406,508 368,519 327,480 277,733 389,926 2,279,909 405,540 457,450 369,242 447,864 182,093 415,161 2,277,350 423,260 463,316 360,436 645,295 146,707 452,420 2,491,434 371,228 459,357 316,596 926,226 149,367 478,474 2,701,248 423,118 421,163 214,388 1,007,414 154,255 502,746 2,723,084 Residential mortgage: Permanent mortgage Permanent mortgages guaranteed by U.S. government agencies Home equity Total residential mortgage 1,150,321 1,202,559 1,274,707 1,253,959 1,075,413 184,973 635,167 1,970,461 72,385 553,304 1,828,248 28,633 490,282 1,793,622 19,316 479,299 1,752,574 16,969 442,223 1,534,605 Consumer: Indirect automobile Other consumer Total consumer 105,149 342,770 447,919 239,576 363,866 603,442 454,508 332,294 786,802 692,615 317,966 1,010,581 625,203 296,094 921,297 Total $ 11,269,743 $ 10,643,036 $ 11,279,698 $ 12,876,006 $ 11,940,570 Outstanding commercial loans balances grew in most geographical regions in 2011, increasing $637 million. Commercial real estate loans were up $2.6 million. Residential mortgage loans increased $142 million in 2011 due primarily to an increase in loans guaranteed by U.S. government agencies. These loans represent loans previously sold to GNMA mortgage pools that are reacquired when certain delinquency criteria are met. Consumer loans decreased $156 million during 2011 primarily related to the continued runoff of indirect automobile loans related to the previously announced decision to curtail that business in favor of a customer-focused direct approach to consumer lending. A breakdown of the loan portfolio by primary market based on where we manage the account follows on Table 23. This breakdown may not always represent the location of the borrower or the collateral. 46 Table 23 – Loans by Principal Market Area (In thousands) Oklahoma: Commercial Commercial real estate Residential mortgage Consumer Total Oklahoma Texas: Commercial Commercial real estate Residential mortgage Consumer Total Texas New Mexico: Commercial Commercial real estate Residential mortgage Consumer Total New Mexico Arkansas: Commercial Commercial real estate Residential mortgage Consumer Total Arkansas Colorado: Commercial Commercial real estate Residential mortgage Consumer Total Colorado Arizona: Commercial Commercial real estate Residential mortgage Consumer Total Arizona Kansas/Missouri: Commercial Commercial real estate Residential mortgage Consumer Total Kansas/Missouri Total BOK Financial loans Commercial 2011 2010 December 31, 2009 2008 2007 $ 2,697,623 600,703 1,429,069 236,056 $ 4,963,451 $ 2,581,082 726,409 1,253,466 336,492 $ 4,897,449 $ 2,649,252 820,578 1,228,822 451,829 $ 5,150,481 $ 3,356,520 843,576 1,196,924 579,809 $ 5,976,829 $ 3,224,013 885,866 1,080,483 576,070 $ 5,766,432 $ 2,214,462 830,831 266,050 126,280 $ 3,437,623 $ 1,888,635 686,956 297,027 146,986 $ 3,019,604 $ 2,017,081 735,338 313,113 170,062 $ 3,235,594 $ 2,353,860 825,769 315,438 212,820 $ 3,707,887 $ 1,997,659 830,980 278,842 142,958 $ 3,250,439 $ 252,367 316,853 100,581 18,519 $ 688,320 $ 279,432 314,781 88,392 19,583 $ 702,188 $ 341,802 305,061 86,415 17,473 $ 750,751 $ 418,732 286,574 98,018 18,616 $ 821,940 $ 473,262 252,884 84,336 16,105 $ 826,587 $ 86,111 127,687 14,511 36,061 $ 264,370 $ 84,775 116,989 13,155 72,787 $ 287,706 $ 103,443 132,436 16,849 124,265 $ 376,993 $ 103,446 134,015 16,875 175,647 $ 429,983 $ 106,328 124,317 16,393 163,626 $ 410,664 $ 559,127 153,855 64,437 21,651 $ 799,070 $ 470,500 197,180 72,310 21,409 $ 761,399 $ 545,724 239,970 66,504 17,362 $ 869,560 $ 660,546 261,820 53,875 16,141 $ 992,382 $ 490,373 252,537 26,556 16,457 $ 785,923 $ 288,536 192,731 82,202 5,505 $ 568,974 $ 231,117 201,018 89,245 3,445 $ 524,825 $ 199,143 227,249 65,047 3,461 $ 494,900 $ 211,356 319,525 62,123 6,075 $ 599,079 $ 157,341 342,673 46,269 5,522 $ 551,805 $ 473,228 57,249 13,611 3,847 $ 547,935 $11,269,743 $ 398,455 34,017 14,653 2,740 $ 449,865 $10,643,036 $ 351,395 30,802 16,872 2,350 $ 401,419 $11,279,698 $ 307,143 29,969 9,321 1,473 $ 347,906 $12,876,006 $ 312,608 33,827 1,726 559 $ 348,720 $11,940,570 Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. Commercial loans are underwritten individually and represent on-going relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interests in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the on-going cash flow from operations of the customer’s business. Inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies. The commercial loan portfolio increased $637 million during 2011 to $6.6 billion at December 31, 2011. Energy sector loans increased $304 million over 2010 primarily in the Texas, Oklahoma and Colorado markets. Healthcare sector loans increased $167 million primarily in the Oklahoma, Texas, Arizona and Colorado markets. Service sector loans increased $164 million primarily in the Texas, Kansas/Missouri and Oklahoma markets. Wholesale/retail sector loans decreased $47 million primarily due to a decrease in loans attributed to the Texas and Oklahoma markets, partially offset by an increase in loans to the Arizona market. 47 The commercial sector of our loan portfolio is distributed as follows in Table 24. Table 24 – Commercial Loans by Principal Market (In thousands) Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/ Missouri Total Energy Services Healthcare Wholesale/retail Manufacturing Integrated food services Other commercial and industrial $ 969,131 505,910 574,105 385,708 162,546 17,215 $ 790,903 590,660 248,763 371,879 113,014 7,803 $ – 160,652 11,040 51,290 6,794 – $ 254 13,588 5,826 29,000 1,184 31 $ 254,224 194,842 68,599 19,412 15,686 1,821 $ – 123,304 45,683 76,420 25,660 – $ 1,107 156,233 22,465 29,275 25,950 181,868 $2,015,619 1,745,189 976,481 962,984 350,834 208,738 83,008 91,440 22,591 36,228 4,543 17,469 56,330 311,609 Total commercial loans $ 2,697,623 $ 2,214,462 $252,367 $86,111 $ 559,127 $ 288,536 $ 473,228 $6,571,454 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 the largest portion of our commercial loan portfolio. In addition, energy production and related industries have a significant impact on the economy in our primary markets. Loans collateralized by oil and gas properties are subject to a semi-annual engineering review by our internal staff of petroleum engineers. This review is utilized as the basis for developing the expected cash flows supporting the loan amount. The projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Loans are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current pricing levels and with existing conventional equipment and operating methods and costs. As part of our evaluation of credit quality, we analyze rigorous stress tests over a range of commodity prices and take proactive steps to mitigate risk when appropriate. . Based on our most recent evaluation of changes in energy prices on our loan portfolio, a decrease in natural gas prices to $2.00 per MMBTU in 2012 and oil prices to $55.00 per barrel in 2012 would not significantly impact the credit quality of our energy loan portfolio. Energy loans totaled $2.0 billion or 18% of total loans. Outstanding energy loans increased $304 million during 2011. Unfunded energy loan commitments decreased $30 million during 2011 to $2.0 billion at December 31, 2011. Energy loans to oil and gas producers totaled approximately $1.7 billion, up $265 million or 18% over the prior year. Approximately 53% of the committed production loans are secured by properties primarily producing oil and 47% are secured by properties primarily producing natural gas. Loans to borrowers that provide services to the energy industry increased approximately $62 million over the prior year to $94 million. Loans to borrowers engaged in wholesale or retail energy sales decreased $18 million compared to the prior year to $169 million and loans to borrowers that manufacture equipment for the energy industry decreased $2.3 million compared to the prior year to $24 million at December 31, 2011. The services sector of the loan portfolio totaled $1.7 billion or 15% of total loans and consists of a large number of loans to a variety of businesses including community foundations, communications, educational, gaming, and transportation services. Service sector loans increased $164 million in 2011. Approximately $993 million of the services category is made up of loans with individual balances of less than $10 million. Service sector loans are generally secured by the assets of the borrower with repayment coming from the cash flows of ongoing operations of the customer’s business. Loans in this sector may also be secured by personal guarantees of the owners or related parties. We participate in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $20 million and with three or more non-affiliated banks as participants. At December 31, 2011, the outstanding principal balance of these loans totaled $1.9 billion. Substantially all of these loans are to borrowers with local market relationships. We serve as the agent lender in approximately 18% 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, grading of shared national credits is provided annually by banking regulators. Risk grading provided by the regulators in the third quarter of 2011 did not differ significantly from management’s assessment. 48 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 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 or a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies. Commercial real estate loans totaled $2.3 billion or 20% of the loan portfolio at December 31, 2011. Over the past five years, the percentage of commercial real estate loans to our total loan portfolio ranged from 20% to 23%. The outstanding balance of commercial real estate loans increased $2.6 million over the prior year. The commercial real estate sector of our loan portfolio is distributed as follows in Table 25. Table 25 – Commercial Real Estate Loans by Principal Market (In thousands) Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/ Missouri Total Retail $ 117,520 $ 213,784 $ 60,544 $ 12,357 $ 19,000 $ 64,924 $ 21,614 $ 509,743 Office Multifamily Construction and land development Industrial Other commercial real estate Total commercial real 73,443 128,170 106,357 58,665 187,805 124,477 57,916 163,833 79,969 21,000 57,224 27,492 12,811 60,033 11,083 566 20,251 8,841 65,020 1,024 32,166 17,152 21,805 16,166 63 8,846 8,075 9,987 406,508 368,519 327,480 277,733 116,548 83,016 70,624 30,837 39,719 40,518 8,664 389,926 estate loans $ 600,703 $ 830,831 $ 316,853 $ 127,687 $ 153,855 $ 192,731 $ 57,249 $ 2,279,909 Construction and land development loans, which consist primarily of residential construction properties and developed building lots, decreased $120 million during the year to $327 million at December 31, 2011 primarily due to payments. In addition, $14 million of construction and development loans were transferred to other real estate owned and $6.3 million were charged off. This sector of the loan portfolio is expected to continue to decrease as construction projects currently in process are completed. Loans secured by retail facilities increased $104 million or 26% in 2011 and loans secured by industrial facilities increased $96 million over in 2011, both primarily in the Texas market. Loans secured by office buildings decreased $51 million and other commercial real estate loans decreased $25 million. Residential Mortgage and Consumer Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. Residential mortgage loans are secured by a first or second-mortgage on the customer’s primary residence. Consumer loans include direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as other unsecured loans. Consumer loans also include indirect automobile loans made through primary dealers. Residential mortgage and consumer loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability. Residential mortgage loans totaled $2.0 billion, up $142 million or 8% since December 31, 2010. In general, we sell the majority of our conforming fixed-rate loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. We have no concentration in sub-prime residential mortgage loans. Our residential mortgage loan portfolio does not include payment option adjustable rate mortgage loans or adjustable rate mortgage loans with initial rates that are below market. The majority of our permanent mortgage loan portfolio is composed of various non-conforming residential mortgage programs to support customer relationships including jumbo mortgage loans, non-builder construction loans and special loan programs for high net worth individuals or certain professionals. At December 31, 2011, the aggregate outstanding balance of loans in these programs was $988 million. Jumbo loans may be fixed or variable rate and are fully amortizing. The size of jumbo loans exceed maximums set under government sponsored entity standards, but otherwise generally conform to those standards. These loans generally require a minimum FICO score of 720 and a maximum debt-to-income ratio (“DTI”) of 38%. Loan-to-value ratios (“LTV”) are tiered from 60% to 100%, depending on the market. Special mortgage programs include fixed and variable rate fully amortizing loans tailored to the needs of certain healthcare professionals. Variable rate loans are fully indexed at origination and may have fixed rates for three to ten years, then adjust annually thereafter. The permanent residential mortgage loan portfolio balance decreased $52 million in 2011 and $72 million in 2010, generally due to refinancing of variable rate loans into fixed rate loans in the current low-rate environment. 49 At December 31, 2011, approximately $84 million or 7% of the non-guaranteed portion of the permanent mortgage loan portfolio consists of first lien, fixed rate residential mortgage loans originated under various community development programs, down $12 million from December 31, 2010. These loans were underwritten to standards approved by various U.S. government agencies under these programs and include full documentation. However, these loans do have a higher risk of delinquency and losses given default than traditional residential mortgage loans. The initial maximum LTV of loans in these programs was 103%. At December 31, 2011, $185 million of permanent residential mortgage loans are guaranteed by U.S. government agencies. We have minimal credit exposure on loans guaranteed by the agencies. This amount includes $53 million of residential mortgage loans previously sold into GNMA mortgage pools. The Company may repurchase these loans 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 in the Consolidated Balance Sheet. The remaining amount represents loans that the Company has repurchased from GNMA mortgage pools. The increase in guaranteed residential mortgage loans is due to a growing volume of delinquent loans and the time requirements to either modify or foreclose. We do not initiate foreclosure on loans with pending modification requests. Home equity loans totaled $635 million at December 31, 2011, an $82 million or 15% increase over the prior year. Approximately 66% of the home equity loan portfolio is comprised of junior lien loans and 34% of the home equity loan portfolio is comprised of first lien loans. Approximately $80 million of the increase in total outstanding home equity loan balance is from the first lien product. These loans generally result from refinancing of existing loans at terms of 15 years or less. Junior lien loans are distributed 78% to amortizing term loans and 22% to revolving lines of credit. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 40%. The maximum loan amount available for our home equity loan products is generally $400 thousand. Indirect automobile loans decreased $135 million from the prior year, primarily due to the previously disclosed decision by the Company to exit the business in the first quarter of 2009 in favor of a customer-focused direct lending approach. Other consumer loans decreased $21 million during 2011. The composition of residential mortgage and consumer loans at December 31, 2011 is as follows in Table 26. All permanent residential mortgage loans originated and serviced by our mortgage banking unit are attributed to the Oklahoma market. Other permanent residential mortgage loans originated by the Bank are attributed to their respective principal market. Table 26 – Residential Mortgage and Consumer Loans by Principal Market (In thousands) Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/ Missouri Total Residential mortgage: Permanent mortgage Permanent mortgages guaranteed by U.S. government agencies Home equity Total residential mortgage Consumer: $ 853,173 $ 162,245 $ 10,106 $ 9,507 $ 40,666 $ 67,245 $ 7,379 $ 1,150,321 184,973 390,923 – – – – – – 103,805 90,475 5,004 23,771 14,957 6,232 184,973 635,167 $ 1,429,069 $ 266,050 $ 100,581 $ 14,511 $ 64,437 $ 82,202 $13,611 $ 1,970,461 Indirect automobile $ 56,909 $ 17,746 $ – $ 30,494 $ – $ – $ – $ 105,149 Other consumer 179,147 108,534 18,519 5,567 21,651 5,505 3,847 342,770 Total consumer $ 236,056 $ 126,280 $ 18,519 $ 36,061 $ 21,651 $ 5,505 $ 3,847 $ 447,919 Table 27 – Loan Maturity and Interest Rate Sensitivity at December 31, 2011 (In thousands) Loan maturity: Commercial Commercial real estate Total Interest rate sensitivity for selected loans with: Predetermined interest rates Floating or adjustable interest rates Total Total $ 6,571,454 2,279,909 $ 8,851,363 $ 4,225,698 4,625,665 $ 8,851,363 Remaining Maturities of Selected Loans 1-5 Years After 5 Years Within 1 Year $ 1,563,453 $ 4,229,067 1,272,386 $ 778,934 309,395 $ 5,501,453 $ 1,088,329 698,128 $ 2,261,581 $ 594,113 $ 2,965,036 $ 666,549 421,780 $ 2,261,581 $ 5,501,453 $ 1,088,329 1,667,468 2,536,417 50 Loan Commitments We enter into certain off-balance sheet arrangements in the normal course of business. These arrangements included unfunded loan commitments which totaled $6.1 billion and standby letters of credit which totaled $613 million at December 31, 2011. Loan commitments may be unconditional obligations to provide financing or conditional obligations that depend on the borrower’s financial condition, collateral value or other factors. Standby letters of credit are unconditional commitments to guarantee the performance of our customer to a third party. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Approximately $3.8 million of the outstanding standby letters of credit were issued on behalf of customers whose loans are nonperforming at December 31, 2011. Table 28 – Off-Balance Sheet Credit Commitments (In thousands) 2011 2010 2009 2008 2007 As of December 31, Loan commitments Standby letters of credit Mortgage loans sold with recourse $ 6,050,208 613,457 253,834 $ 5,193,545 534,565 289,021 $ 5,001,338 $ 5,015,660 $ 5,345,736 555,758 392,534 588,091 330,963 598,618 391,188 As more fully described in Note 7 to the Consolidated Financial Statements, we have off-balance sheet obligations related to certain residential mortgage loans originated under community development programs that were sold to U.S. government agencies with full recourse. These mortgage loans were underwritten to standards approved by the agencies, including full documentation and originated under programs available only for owner-occupied properties. The Company no longer sells residential mortgage loans with recourse other than obligations under standard representations and warranties. 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. At December 31, 2011, the principal balance of loans sold subject to recourse obligations totaled $259 million, down from $289 million at December 31, 2010. Substantially all of these loans are to borrowers in our primary markets including $182 million to borrowers in Oklahoma, $25 million to borrowers in Arkansas, $16 million to borrowers in New Mexico, $15 million to borrowers in Kansas/Missouri and $12 million to borrowers in Texas. Under certain conditions, we also have an off-balance sheet obligation to repurchase residential mortgage loans sold to government sponsored entities through our mortgage banking activities due to standard representations and warranties made under contractual agreements. At December 31, 2011, we have unresolved deficiency requests from the agencies on 247 loans with an aggregate outstanding balance of $37 million. At December 31, 2010 we had unresolved deficiency requests from the agencies on 140 loans with an aggregate outstanding balance of $22 million. For 2011 and 2010 combined, 9% of the repurchase requests made by the agencies have currently resulted in actual repurchases or indemnification by the Company. We repurchased 10 loans from the agencies during 2011 for $1.0 million and recognized $295 thousand in losses. We provided indemnification for 10 additional loans with an unpaid principal balance of $1.1 million. We repurchased 11 loans for approximately $301 thousand from the agencies during 2010, which resulted in no losses to the Company. During 2010, the Company established an accrual for credit losses related to potential loan repurchases under representations and warranties which is included in Other liabilities in the Consolidated Balance Sheets and in Mortgage banking costs in the Consolidated Statements of Earnings. This accrual totaled $2.2 million at December 31, 2011. Customer Derivative Programs We offer programs that permit our customers to hedge various risks, including fluctuations in energy, cattle and other agricultural product prices, interest rates and foreign exchange rates, or to take positions in 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 the risk to us of changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to the customer contracts, except for a fixed pricing spread or a fee paid to us as compensation for administrative costs, credit risk and profit. The customer derivative programs create credit risk for potential amounts due to the Company from our customers and from the counterparties. Customer credit risk is monitored through existing credit policies and procedures. The effects of changes in commodity prices, interest rates or foreign exchange rates are evaluated across a range of possible options to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide margin collateral to further limit our credit risk. We recognized $4.4 million of credit losses from the customer derivative program in 2011, including $2.7 million of realized losses from two customers who used interest rate based derivatives to hedge their mortgage loan production. These customers were unable to settle contracts as required. We also recognized a $1.7 million impairment charge on amounts owed to us by MF Global which filed for bankruptcy protection on October 31, 2011. The remaining amount owed to us from MF Global after receiving partial distributions from the bankruptcy trustee is $8.5 million. As of December 31, 2011, the remaining amount due was written down to $6.8 million based on our evaluation of the amount we expect to recover. Credit losses on customer derivatives reduce brokerage and trading revenue. 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 51 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 are 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 the Company recognizing a loss as the fair value of the affected contracts may no longer move in tandem with the offsetting contracts. This occurs if the credit standing of the customer or counterparty deteriorated such that either the fair value of underlying collateral no longer supported the contract or the customer or counterparty’s ability to provide margin collateral was impaired. Derivative contracts are carried at fair value. At December 31, 2011, the net fair values of derivative contracts reported as assets under these programs totaled $287 million, up from $268 million at December 31, 2010. Derivative contracts carried as assets included interest rate contracts with fair values of $150 million, foreign exchange contracts with fair values of $73 million and energy contracts with fair values of $63 million. The aggregate net fair values of derivative contracts held under these programs reported as liabilities totaled $236 million. At December 31, 2011, total derivative assets were reduced by $12 million of cash collateral received from counterparties and total derivative liabilities were reduced by $74 million of cash collateral delivered to counterparties related to instruments executed with the same counterparty under a master netting agreement. A table showing the notional and fair value of derivative assets and liabilities on both a gross and net basis is presented in Note 3 to the Consolidated Financial Statements. The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at December 31, 2011 follows in Table 29. Table 29 – Fair Value of Derivative Contracts by Category of Debtor (In thousands) Customers Banks and other financial institutions Exchanges Energy companies Fair value of customer hedge asset derivative contracts, net $ 190,422 65,991 21,026 10,039 $ 287,478 The largest exposure to a single counterparty, an energy customer, totaled $13 million at December 31, 2011. Our customer derivative program also introduces liquidity and capital risk. We are required to provide cash margin to certain counterparties when the net negative fair value of the contracts exceed established limits. Also, changes in commodity prices affect the amount of regulatory capital we are required to hold as support for the fair value of our derivative assets. These risks are modeled as part of the management of these programs. Based on current prices, a decrease in market prices equivalent to $32.54 per barrel of oil would increase the fair value of derivative assets for energy contracts by $97 million. An increase in prices equivalent to $167 per barrel of oil would increase the fair value of derivative assets for energy contracts by $319 million as current prices move further above the fixed prices embedded in our existing contracts. Liquidity requirements of this program are also affected by our credit rating. A decrease in our credit rating from A1 to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $51 million. Summary of Loan Loss Experience We maintain an allowance for loan losses and an accrual for off-balance sheet credit risk. The combined allowance for loan and off- balance sheet credit losses totaled $263 million or 2.33% of outstanding loans and 130% of nonaccruing loans at December 31, 2011. The combined allowance for loan and off-balance sheet credit losses totaled $307 million or 2.89% of outstanding loans and 133% of nonaccruing loans at December 31, 2010. The allowance for loan losses totaled $253 million or 2.25% of outstanding loans at December 31, 2011 and $293 million or 2.75% of outstanding loans at December 31, 2010. The decrease in the allowance for loan losses was due to a trend of declining net charge-offs, reduced nonaccruing loans and improvement in other credit quality indicators. The accrual for off- balance sheet credit risk was $9.3 million at December 31, 2011 and $14 million at December 31, 2010. At December 31, 20111, the accrual for off-balance sheet credit risk includes $7.1 million related to a recent Oklahoma Supreme Court ruling that reversed a loan settlement agreement between the Company and the City of Tulsa. The refund of this settlement will increase future net charge-offs. The provision for credit losses is the amount necessary to maintain the allowance for loan losses and accrual for off-balance sheet credit losses at an amount determined by management to be appropriate based on its evaluation. The provision includes the combined charge to expense for both the allowance for loan losses and the accrual for off-balance sheet credit risk. All losses incurred from lending activities will ultimately be reflected in charge-offs against the allowance for loan losses following funds advanced against outstanding commitments and after the exhaustion of collection efforts. The Company recognized a reduction in the combined allowance for credit losses of $6.1 million for 2011. The provision for credit losses totaled $105 million for 2010. The decrease in provision for credit losses was due to a trend of declining net charge-offs, reduced nonaccruing loans and improvement in other credit quality indicators. 52 Table 30 – Summary of Loan Loss Experience (Dollars in thousands) Allowance for loan losses: Beginning balance Loans charged off: Commercial Commercial real estate Residential mortgage Consumer Total Recoveries of loans previously charged off: Commercial Commercial real estate Residential mortgage Consumer Total Net loans charged off Provision for (reduction of) allowance for loan losses Additions due to acquisitions Ending balance Allowance for off-balance sheet credit losses: Beginning balance Reduction of allowance for off-balance sheet credit losses Ending balance Total provision for (reduction of) allowance for 2011 Year ended December 31, 2009 2008 2010 2007 $ 292,971 $ 292,095 $ 233,236 $ 126,677 $ 109,497 14,836 15,973 14,107 11,884 56,800 27,640 59,962 20,056 16,330 123,988 7,478 2,780 2,334 5,758 18,350 38,450 (1,040) – $ 253,481 9,263 3,179 901 6,265 19,608 104,380 105,256 – $ 292,971 49,725 57,313 16,672 24,789 148,499 2,546 461 929 6,744 10,680 137,819 196,678 – $ 292,095 74,976 19,141 7,223 20,871 122,211 13,379 332 366 6,413 20,490 101,721 208,280 – $ 233,236 14,380 1,795 1,709 13,733 31,617 4,534 110 309 5,558 10,511 21,106 34,758 3,528 $ 126,677 $ 14,271 $ 14,388 $ 15,166 $ 20,853 $ 20,890 (5,010) 9,261 (117) $ 14,271 (778) $ 14,388 (5,687) $ 15,166 (37) $ 20,853 $ credit losses $ (6,050) $ 105,139 $ 195,900 $ 202,593 $ 34,721 Allowance for loan losses to loans outstanding at year-end Net charge-offs to average loans Total provision for (reduction of) credit losses to average loans Recoveries to gross charge-offs Allowance for loan losses as a multiple of net charge- 2.25% 0.35 2.75% 0.96 (0.06) 32.31 0.96 15.81 2.59% 1.14 1.61 7.19 1.81% 0.81 1.62 16.77 1.06% 0.19 0.31 33.24 offs 6.59x 2.81x 2.12x 2.29x 6.00x Allowance for off-balance sheet credit losses to off- balance sheet credit commitments Combined allowances for credit losses to loans outstanding at year-end 0.14% 2.33% 0.25% 0.26% 0.27% 0.35% 2.89% 2.72% 1.93% 1.24% Allowance for Loan Losses The appropriateness of the allowance for loan losses is assessed by management based on an ongoing quarterly evaluation of the probable estimated losses inherent in the portfolio. The allowance consists of specific allowances attributed to certain impaired loans, general allowances based on expected loss rates by loan class and non-specific allowances based on general economic, risk concentration and related factors. At December 31, 2011 impaired loans totaled $176 million, including $22 million of impaired loans with specific allowances of $5.8 million and $155 million with no specific allowances because the loan balances represent the amounts we expect to recover. At December 31, 2010, impaired loans totaled $202 million including $33 million of impaired loans with specific allowances of $7.1 million and $169 million with no specific allowances. General allowances for unimpaired loans are based on an estimated loss rate by loan class. Estimated loss rate for risk graded loans are either increased or decreased based on changes in risk grading for each loan class. Estimated loss rate for both risk graded and non-risk graded loans may be further adjusted for inherent risks identified for the given loan class which have not yet been captured in the loss rate. The aggregate amount of general allowances for all unimpaired loans totaled $201 million at December 31, 2011 and $259 million at December 31, 2010. The decrease in the aggregate amount of general allowance for unimpaired loans was primarily due to the declining trend of net charge-offs further supported by improvement in risk grading. Nonspecific allowances are maintained for risks beyond factors specific to a particular loan or loan type. These factors include trends in the economy in our primary lending areas, overall growth in the loan portfolio and other relevant factors. Nonspecific allowances may also be utilized to make adjustments to loss rates determined based on historical information, including consideration of the duration of the business cycle on loss rates. Nonspecific allowances totaled $46 million at December 31, 2011 and $27 million at December 31, 2010. 53 The increase in the nonspecific allowance over the prior year included consideration of the bankruptcy filing by a major employer in the Tulsa, Dallas/Ft. Worth and Kansas City markets. Although we have no direct exposure, the secondary effect on employees, retirees, vendors, suppliers and other business partners could be significant. The increase in nonspecific allowance also considers the possible impact of the European debt crisis and similar factors on our loan portfolio. An allocation of the loan loss allowance by loan category follows in Table 31. Table 31 – Allowance for Loan Losses Allocation (Dollars in thousands) 2011 2010 December 31, 2009 2008 2007 Allowance % of Loans1 Allowance % of Loans1 Allowance % of Loans1 Allowance % of Loans1 Allowance % of Loans1 $ 83,443 58.32% $104,631 55.75% $ 121,320 55.04% $ 100,743 57.56% $ 49,961 56.07% 67,034 39,207 17,447 20.23 17.48 3.97 98,709 50,281 12,614 21.40 17.18 5.67 104,208 27,863 20,452 22.09 15.90 6.97 75,555 14,017 19,819 20.98 13.61 7.85 40,807 6,156 9,962 22.89 13.38 7.66 Loan category: Commercial Commercial real estate Residential mortgage Consumer Nonspecific allowance 46,350 – 26,736 – 18,252 – 23,102 – 19,791 – Total $253,481 100.00% $292,971 100.00% $ 292,095 100.00% $ 233,236 100.00% $ 126,677 100.00% 1 Represents ratio of loan category balance to total loans, excluding residential mortgage loans held for sale. Our loan monitoring process also identified loans that possess more than the normal amount of risk due to deterioration in the financial condition of the borrower or the value of the collateral. Because the borrowers are still performing in accordance with the original terms of the loan agreements, these loans were not included in nonperforming assets. Known information does, however, cause management concern as to the borrowers’ ability to comply with current repayment terms. These potential problem loans totaled $161 million at December 31, 2011. The current composition of potential problem loans by primary industry included: wholesale/retail - $34 million, services - $31 million, construction and land development - $27 million, other commercial real estate - $16 million, residential mortgage - $16 million and commercial real estate secured by office buildings - $13 million. Potential problem loans totaled $176 million at December 31, 2010. Net Loans Charged Off Loans are charged off against the allowance for loan losses when the loan balance or a portion of the loan balance is no longer covered by the paying capacity of the borrower based on an evaluation of available cash resources and collateral value. Commercial and commercial real estate loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Residential mortgage and consumer loans are generally charged off when payments are between 90 days and 180 days past due, depending on the loan class. Net loan charge-offs decreased in each segment of the loan portfolio and in each of our principal market areas, except for a modest increase in the Kansas/Missouri market. Net loans charged off totaled $38.5 million or 0.35% of average outstanding loans in 2011 compared to $104.4 million or 0.96% of average outstanding loans in the previous year. This generally represents a decrease in net charge-offs to a level last seen in 2007. Net loans charged off by category and principal market area follow in Table 32. 54 Table 32 – Net Loans Charged Off by Category and Principal Market Area (Dollars in thousands) Oklahoma Texas Colorado Arkansas Mexico Arizona New Kansas/ Missouri Total 2011: Commercial Commercial real estate Residential mortgage Consumer $ 1,302 6,235 8,952 3,307 $ 2,506 (168) 205 1,627 $ (48) $ 2,135 49 95 518 2,040 176 67 $ (128) $ 1,455 4,284 753 1,437 886 (8) 592 $ 136 $ – 22 23 7,358 13,193 11,773 6,126 Net loans charged-off $ 19,796 $ 4,170 $ 2,235 $ 2,797 $ 2,103 $ 7,168 $ 181 $ 38,450 2010: Commercial Commercial real estate Residential mortgage Consumer $ 3,192 20,328 13,842 4,442 $ 7,062 3,673 1,746 2,859 $ 1,070 9,180 164 483 $ 1,393 3,605 150 1,577 $ 3,528 795 2,231 665 $ 2,081 19,202 1,016 25 $ Net loans charged off $ 41,804 $15,340 $ 10,897 $ 6,725 $ 7,219 $22,324 $ 51 – 6 14 71 $ 18,377 56,783 19,155 10,065 $ 104,380 Net commercial loans charged off in 2011 decreased $11.0 million from the prior year and were primarily composed of $3.5 million from the services sector of the loan portfolio principally attributed to the Oklahoma and Arizona markets. Net charge-offs of wholesale/retail sector loans of $2.9 million were primarily from a single borrower in the Arkansas market. Net charge-offs of manufacturing sector loans of $2.4 million were primarily from a single borrower in the Oklahoma market. Net commercial real estate loans charged off during 2011 decreased by $43.6 million compared to the prior year and included $5.0 million of land and residential construction sector loans primarily in the Colorado and Arizona market. Net charge-offs of loans secured by multifamily properties of $4.6 million were primarily from a single borrower attributed to the Oklahoma market. Residential mortgage net charge-offs during 2011 decreased $7.4 million compared to the prior year and consumer loan net charge-offs, which include indirect auto loan and deposit account overdraft losses, decreased $3.9 million over the prior year. All residential mortgage loan net charge-offs related to loans serviced by our mortgage company across our geographical footprint are attributed to the Oklahoma market. Nonperforming Assets Nonperforming assets decreased $38 million during 2011 to $357 million or 3.13% of outstanding loans and repossessed assets at December 31, 2011. Nonaccruing loans totaled $201 million, renegotiated residential mortgage loans totaled $33 million (composed primarily of $29 million of residential mortgage loans guaranteed by U.S. government agencies) and real estate and other repossessed assets totaled $123 million. The Company generally retains nonperforming assets to maximize potential recovery which may cause future nonperforming assets to increase. Loans are classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. As more fully discussed in Note 4 to the Consolidated Financial Statements, we may modify nonaccruing commercial and commercial real estate loans in troubled debt restructurings. Modifications may include extension of payment terms and rate concessions. We do not forgive principal or accrued but unpaid interest. We may also renew matured nonaccruing loans. Renewed or modified nonaccruing loans are charged off when the loan balance is no longer covered by the paying capacity of the borrower based on a quarterly evaluation of available cash resources and collateral value. Renewed or modified nonperforming loans generally remain on nonaccrual status until full collection of principal and interest in accordance with the original terms, including principal previously charged off, is probable. We generally do not voluntarily modify consumer loans to troubled borrowers. Renegotiated loans represent accruing residential mortgage loans modified in troubled debt restructurings. See Note 4 to the Consolidated Financial Statements for additional discussion of troubled debt restructurings. Generally, we modify residential mortgage loans primarily by reducing interest rates and extending the number of payments in accordance with U.S. government agency guidelines. No unpaid principal or interest is forgiven. Interest continues to accrue on these guaranteed loans based on the modified terms of the loan. If it becomes probable that we will not be able to collect all amounts due according to the modified loan terms, the loan is placed on nonaccrual status and included in nonaccrual loans. Modified loans guaranteed by U.S. government agencies under residential mortgage loan programs may be sold once they become eligible according to U.S. agency guidelines. A summary of non-performing assets follows in Table 33. 55 Table 33 – Nonperforming Assets (Dollars in thousands) Nonperforming loans Nonaccrual loans: Commercial Commercial real estate Residential mortgage Consumer Total nonaccrual loans Renegotiated loans3 Total nonperforming loans Other nonperforming assets Total nonperforming assets Nonaccrual loans by principal market: Oklahoma Texas New Mexico Arkansas Colorado4 Arizona Kansas/Missouri Total nonaccrual loans Nonaccrual loans by loan portfolio sector: Commercial: Energy Services Wholesale / retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other commercial real estate Total commercial real estate Residential mortgage: Permanent mortgage Home equity Total residential mortgage Consumer Total nonaccrual loans Ratios: 2011 2010 December 31, 2009 2008 2007 $ 68,811 99,193 29,767 3,515 201,286 32,893 234,179 122,753 $ 356,932 $ 38,455 150,366 37,426 4,567 230,814 22,261 253,075 141,394 $ 394,469 $ 101,384 204,924 29,989 3,058 339,355 15,906 355,261 129,034 $ 484,295 $ 134,846 137,279 27,387 561 300,073 13,039 313,112 29,179 $ 342,291 $ 42,981 25,319 15,272 718 84,290 10,394 94,684 9,475 $ 104,159 $ 65,261 28,083 15,297 23,450 33,522 35,673 – $ 201,286 $ 60,805 33,157 19,283 7,914 49,416 60,239 – $ 230,814 $ 83,176 66,892 26,693 13,820 60,082 84,559 4,133 $ 339,355 $ 108,367 42,934 16,016 3,263 32,415 80,994 16,084 $ 300,073 $ 47,977 4,983 11,118 1,635 9,222 9,355 – $ 84,290 $ 336 16,968 21,180 23,051 5,486 – 1,790 68,811 61,874 6,863 11,457 3,513 – 15,486 99,193 $ $ 465 19,262 8,486 2,116 3,534 13 4,579 38,455 $ 22,692 30,926 12,057 15,765 13,103 65 6,776 101,384 $ 49,364 36,873 18,773 7,343 12,118 680 9,695 134,846 99,579 4,978 19,654 6,725 4,087 15,343 150,366 109,779 26,236 25,861 26,540 279 16,229 204,924 76,082 15,625 7,637 24,950 6,287 6,698 137,279 529 25,468 3,792 9,915 2,301 380 596 42,981 13,466 5,259 1,013 3,998 – 1,583 25,319 25,366 4,401 29,767 3,515 $ 201,286 32,111 5,315 37,426 4,567 $ 230,814 28,314 1,675 29,989 3,058 $ 339,355 26,233 1,154 27,387 561 $ 300,073 14,541 731 15,272 718 $ 84,290 Allowance for loan losses to nonaccruing loans Nonaccruing loans to period-end loans 125.93% 1.79% 126.93% 2.17% 86.07% 3.01% 77.73% 2.33% 150.29% 0.71% Loans past due (90 days)1 Foregone interest on nonaccrual loans2 1 Excludes residential mortgages guaranteed by $ $ 2,496 11,726 $ $ 7,966 16,818 8,908 $ $ 17,015 $ 18,251 8,391 $ $ $ 4,558 3,011 agencies of the U.S. Government. 2 Interest collected and recognized on nonaccrual loans was not significant in 2011 and previous years. 3 Includes residential mortgage loans guaranteed by agencies of the U.S. government. These loans have been modified to extend payment terms and/or reduce interest rates. 4 Includes loans subject to First United Bank sellers escrow. 28,974 18,551 12,799 10,396 – – 4,311 13,181 7,550 8,412 56 A rollforward of nonperforming assets for the year ended December 31, 2011 follows in Table 34. Table 34 – Rollforward of Nonperforming Assets (Dollars in thousands) Balance, January 1, 2011 Additions Payments Charge-offs Net write-downs and losses Foreclosure of nonaccruing loans Foreclosure of loans guaranteed by U.S. government agencies Proceeds from sales Net transfer to nonaccruing loans $ 230,814 166,048 (84,957) (56,800) – (56,023) – – 475 Nonaccruing Loans Renegotiated Loans Real Estate and Other Repossessed Assets $ 141,394 – – – (12,694) Total Nonperforming Assets $ 394,469 198,737 (86,677) (56,800) (12,694) $ 22,261 32,689 (1,720) – – – 56,023 – – (18,698) (475) 31,453 (80,123) 31,453 (98,821) – – Transfers to available for sale securities1 Other, net Balance, December 31, 2011 (11,723) (1,012) 356,932 1 During the first quarter of 2011, we transferred $12 million of cost basis shares of an entity in which we hold an equity interest to the available for sale securities portfolio as the shares are listed for trading on a national stock exchange. (11,723) (1,577) 122,753 – 1,729 201,286 – (1,164) 32,893 $ $ $ $ We foreclose on loans guaranteed by U.S. government agencies in accordance with agency guidelines. Generally these loans are not eligible for modification programs. Principal is guaranteed by agencies of the U.S. government, subject to limitations and credit risk is minimal. These properties are conveyed to the agencies once the applicable criteria have been met. At December 31, 2011, $17.0 million of real estate and other repossessed assets represent properties guaranteed by U.S. government agencies. During 2011, $31 million of properties guaranteed by U.S. government agencies were foreclosed and $15 million conveyed to the applicable U.S. government agencies are included in Proceeds from sales in the table above. Nonaccruing loans totaled $201 million or 1.79% of outstanding loans at December 31, 2011 and $231 million or 2.17% of outstanding loans at December 31, 2010. Nonaccruing loans decreased $30 million from December 31, 2010 primarily due to $85 million of payments, $57 million of charge-offs and $56 million of foreclosures. New nonaccruing loans totaled $166 million for 2011, down from $199 million of new nonaccruing loans in 2010. This distribution of nonaccruing loans among our various markets follows in Table 35. Table 35 – Nonaccruing Loans by Principal Market (Dollars in thousands) December 31, 2011 December 31, 2010 Change % of outstanding loans % of outstanding loans Amount Amount Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri $ 65,261 28,083 15,297 23,450 33,522 35,673 – 1.31% $ 0.82 2.22 8.87 4.20 6.27 – 60,805 33,157 19,283 7,914 49,416 60,239 – 1.24% $ 1.10 2.75 2.75 6.49 11.48 – % of outstanding loans 7 bp (28) (53) 612 (229) (521) – Amount 4,456 (5,074) (3,986) 15,536 (15,894) (24,566) – Total $ 201,286 1.79% $ 230,814 2.17% $ (29,528) (38) bp Nonaccruing loans in the Oklahoma market are primarily composed of $21 million of manufacturing sector loans, $21 million of residential mortgage loans and $15 million of commercial real estate loans. All residential mortgage loans originated and serviced by our mortgage company across our geographical footprint are attributed to the Oklahoma market. Nonaccruing loans attributed to the Arizona and Colorado markets consisted primarily of commercial real estate loans. Nonaccruing loans attributed to the Texas market include $11 million of commercial real estate loans, $4.3 million of services sector loans, $4.2 million of residential mortgage loans and $3.5 million of 57 healthcare sector loans. Nonaccruing loans attributed to the Arkansas market is primarily composed of $16 million from a single wholesale/retail sector customer. Commercial Nonaccruing commercial loans totaled $69 million or 1.05% of total commercial loans at December 31, 2011 and $38 million or 0.65% of total commercial loans at December 31, 2010. At December 31, 2011, nonaccruing commercial loans were primarily composed of $23 million or 6.57% of total manufacturing sector loans, $21 million or 2.20% of wholesale/retail sectors loans and $17 million or 0.97% of total services sector loans. Nonaccruing manufacturing sector loans are primarily composed of a single customer relationship in the Oklahoma market totaling $21 million. Nonaccruing wholesale/retail sector loans are primarily composed of a single customer relationship in the Arkansas market totaling $16 million. Both of these loans were accruing at December 31, 2010. Nonaccruing service sector loans were primarily composed of $6.6 million of loans attributed to the Arizona market and $4.3 million of loans attributed to the Texas market. Nonaccruing commercial loans increased $30 million during 2011. Newly identified nonaccruing commercial loans totaled $77 million, offset by $34 million of payments and $15 million in charge-offs. The distribution of nonaccruing commercial loans among our various markets was as follows in Table 36. Table 36 – Nonaccruing Commercial Loans by Principal Market (Dollars in thousands) December 31, 2011 December 31, 2010 Change % of outstanding loans % of outstanding loans % of outstanding loans Amount Amount Amount Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri $ 26,722 12,037 3,056 16,648 3,446 6,902 – $ 0.99% 0.54 1.21 19.33 0.62 2.39 – 13,978 5,603 5,818 212 6,702 6,142 – $ 0.54% 0.30 2.08 0.25 1.42 2.66 – 12,744 6,434 (2,762) 16,436 (3,256) 760 – 45 bp 24 (87) 1,908 (80) (27) – Total $ 68,811 1.05% $ 38,455 0.65% $ 30,356 40 bp Commercial Real Estate Nonaccruing commercial real estate loans totaled $99 million or 4.35% of outstanding commercial real estate loans at December 31, 2011 compared to $150 million or 6.60% of outstanding commercial real estate loans at December 31, 2010. Nonaccruing commercial real estate loans are largely concentrated in land development and residential construction loans. Nonaccruing commercial real estate loans decreased $51 million compared to the prior year. Newly identified nonaccruing commercial real estate loans totaled $30 million, offset by $42 million of cash payments received, $26 million of foreclosures and $16 million of charge-offs. Nonaccruing commercial real estate loans attributed to our geographic markets follows in Table 37. Table 37 – Nonaccruing Commercial Real Estate Loans by Principal Market (Dollars in thousands) December 31, 2011 December 31, 2010 Change % of outstanding loans Amount % of outstanding loans Amount $ 15,475 11,491 10,590 5,638 29,899 26,100 – $ 2.58% 1.38 3.34 4.42 19.43 13.54 – 19,005 21,228 11,494 6,346 41,066 51,227 – 2.62% 3.09 3.65 5.42 20.83 25.48 – $ Amount (3,530) (9,737) (904) (708) (11,167) (25,127) – % of outstanding loans (4) bp (171) (31) (100) (140) (1,194) – Oklahoma Texas New Mexico Arkansas Colorado Arizona Kansas/Missouri Total $ 99,193 4.35% $ 150,366 6.60% $ (51,173) (225) bp 58 Nonaccruing commercial real estate loans are primarily concentrated in the Colorado and Arizona markets. Nonaccruing commercial real estate loans in the Colorado market totaled $30 million or 19% of total commercial real estate loans, composed primarily of nonaccruing residential construction and land development loans. Approximately $26 million or 14% of commercial real estate loans in Arizona are nonaccruing and consist primarily of $10 million of other commercial real estate loans, $9.4 million of nonaccruing residential construction and land development loans and $4.9 million of loans secured by office buildings. Residential Mortgage and Consumer Nonaccruing residential mortgage loans totaled $30 million or 1.51% of outstanding residential mortgage loans at December 31, 2011 compared to $37 million or 2.04% of outstanding mortgage loans at December 31, 2010. Newly identified nonaccruing residential mortgage loans totaled $33 million, offset by $19 million of foreclosures during the year, $14 million of loans charged off and $7.2 million of cash payments. Nonaccruing residential mortgage loans primarily consist of permanent residential mortgage loans which totaled $25 million or 1.90% of outstanding permanent residential mortgage loans at December 31, 2011. Nonaccrual home equity loans continue to perform well with only $4.4 million or 0.69% of total home equity loans in nonaccrual status at December 31, 2011. In addition to being on nonaccrual status, residential mortgage and consumer loans may be delinquent. The composition of residential mortgage and consumer loans that are past due but still accruing interest is included in the following Table 38. Principally all non- guaranteed residential loans past due 90 days or more are nonaccruing. During 2011, residential mortgage loans 30 to 89 days past due decreased $3.5 million due primarily to a decrease in past due permanent mortgage loans partially offset by an increase in past due home equity loans. Consumer loans past due 30 to 89 days decreased $5.4 million primarily due to a decrease in indirect automobile loans, partially offset by increase in past due other consumer loans. Consumer loans past due 90 days or more decreased $333 thousand. Table 38 – Residential Mortgage and Consumers Loans Past Due (Dollars in thousands) December 31, 2011 30 to 89 90 Days Days or More December 31, 2010 30 to 89 90 Days Days or More $ $ $ $ 601 42 643 $ 17,259 3,036 $ 20,295 29 – 29 $ 4,581 2,286 $ 6,867 $ $ $ $ – – – $ 22,177 1,605 $ 23,782 67 295 362 $ 11,382 927 $ 12,309 Residential mortgage Permanent mortgage1 Home equity Total residential mortgage Consumer: Indirect automobile Other consumer Total consumer 1 Excludes past due residential mortgage loans guaranteed by agencies of the U.S. government. Real Estate and Other Repossessed Assets Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. The assets are carried at the lower of cost as determined by fair value at date of foreclosure or current fair value, less estimated selling costs. See Note 1 of the Consolidated Financial Statements for information about the valuation of real estate and other repossessed assets. Real estate and other repossessed assets totaled $123 million at December 31, 2011, a $19 million decrease compared to December 31, 2010. The distribution of real estate and other repossessed assets attributed by geographical market is included in Table 39 following. 59 Table 39 – Real Estate and Other Repossessed Assets by Principal Market (Dollars in thousands) Developed commercial real estate properties 1-4 family residential properties Undeveloped land Residential land development properties 1-4 family residential properties guaranteed by U.S. government agencies Oil and gas properties Multifamily residential properties Construction equipment Vehicles Other Total real estate and other repossessed assets Oklahoma Texas Colorado Arkansas New Mexico Arizona Kansas/ Missouri Other Total $ 2,310 $ 6,893 $ 3,084 $ 1,612 $ 4,186 $ 17,401 $ – $3,332 $ 38,818 5,256 361 7,311 4,808 2,952 2,882 2,899 149 1,260 944 2,202 6,737 322 4,515 1,784 – 23,986 20,396 801 6,880 2,305 92 53 8,311 174 340 18,956 2,795 – 1,944 1,895 553 – 150 45 – – 114 – 225 1,148 8,585 275 1,545 435 – – – – – – 323 – 59 – – – – – – – – – – – – – 506 – – – – – – – 16,952 1,895 876 506 323 45 $ 12,271 $29,845 $ 11,448 $ 6,282 $ 15,028 $ 34,926 $ 7,062 $5,891 $ 122,753 Undeveloped land is primarily zoned for commercial development. Developed commercial real estate properties are primarily completed with no additional construction necessary for sale. Liquidity and Capital Subsidiary Banks Deposits and borrowed funds are the primary sources of liquidity for the subsidiary bank. Based on the average balances for 2011, approximately 74% of our funding is provided by deposit accounts, 9% from borrowed funds, 2% from long-term subordinated debt and 11% from equity. Our funding sources, which primarily include deposits, borrowings from the Federal Home Loan Banks and other banks, provide adequate liquidity to meet our operating needs. Deposit accounts represent our largest funding source. We compete for retail and commercial deposits by offering a broad range of products and services and focusing on customer convenience. Retail deposit growth is supported through our Perfect Banking sales and customer service program, free checking, online bill paying services, mobile banking services, an extensive network of branch locations and ATMs and a 24-hour Express Bank call center. Commercial deposit growth is supported by offering treasury management and lockbox services. We also acquire brokered deposits when the cost of funds is advantageous to other funding sources. Average deposits totaled $18.0 billion for 2011 and represent 74% of total average liabilities and capital compared with $16.3 billion and 68% of total average liabilities and capital for 2010. Average deposits increased $1.8 billion over 2010. Average demand deposits increased $1.1 billion or 29% over last year. Commercial demand deposits increased $1.1 billion over the prior year including a $356 million increase in small business banking deposits. Wealth management demand deposits increased $179 million and consumer demand deposits decreased $210 compared to 2010. Average interest-bearing transaction deposit accounts increased $777 million or 9% over 2010 due primarily to the impact of the transfer of small business banking to the Commercial Banking segment. Commercial interest-bearing transaction accounts increased $653 million, including a $157 million increase in small business banking deposits. Wealth Management interest-bearing transaction accounts increased $146 million. Consumer interest-bearing transaction accounts decreased $20 million due primarily to the transfer of small business banking to the Commercial Banking segment. Average time deposits decreased $124 million or 3% compared to 2010. Commercial account balances increased $1.8 billion due to a $726 million increase in average deposits attributable to our commercial and industrial customers, a $583 million increase in small business banking deposits, a $354 million increase in deposits held by state and local governments and a $199 million increase in average deposits attributable to our energy customers. Commercial customers continue to retain large cash reserves primarily due to continued economic uncertainty. 60 Table 40 – Maturity of Domestic CDs and Public Funds in Amounts of $100,000 or More (In thousands) Months to maturity: 3 or less Over 3 through 6 Over 6 through 12 Over 12 Total December 31, 2011 2010 $ 402,298 205,714 386,412 1,138,848 $ 2,133,272 $ 280,284 208,033 582,032 1,106,161 $ 2,176,510 Brokered deposits, which are included in time deposits, averaged $238 million for 2011 compared to $201 million for 2010. Brokered deposits totaled $218 million at December 31, 2011 and $210 million at December 31, 2010. The distribution of deposit accounts among our principal markets is shown in Table 41. 61 Table 41 – Deposits by Principal Market Area (In thousands) Oklahoma: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total Oklahoma Texas: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total Texas New Mexico: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total New Mexico Arkansas: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total Arkansas Colorado: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total Colorado Arizona: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total Arizona Kansas/Missouri: Demand Interest-bearing: Transaction Savings Time Total interest-bearing Total Kansas/Missouri Total BOK Financial deposits 2011 2010 December 31, 2009 2008 2007 $ 3,223,201 $ 2,271,375 $ 2,068,908 $ 1,683,374 $ 1,394,861 6,050,986 126,763 1,450,571 7,628,320 $10,851,521 6,061,626 106,411 1,373,307 7,541,344 $ 9,812,719 5,134,902 93,006 1,397,240 6,625,148 $ 8,694,056 4,117,729 86,476 3,104,933 7,309,138 $ 8,992,512 3,477,208 80,467 2,426,822 5,984,497 $ 7,379,358 $ 1,808,491 $ 1,389,876 $ 1,108,401 $ 1,067,456 $ 1,035,134 1,940,819 45,872 867,664 2,854,355 $ 4,662,846 1,791,810 36,429 966,116 2,794,355 $ 4,184,231 1,748,319 35,129 1,100,602 2,884,050 $ 3,992,451 1,460,576 32,071 857,416 2,350,063 $ 3,417,519 1,753,843 34,618 800,460 2,588,921 $ 3,624,055 $ 319,269 $ 270,916 $ 209,090 $ 155,345 $ 151,231 491,068 27,487 410,722 929,277 $ 1,248,546 530,244 28,342 450,177 1,008,763 $ 1,279,679 444,247 17,563 510,202 972,012 $ 1,181,102 397,382 16,289 522,894 936,565 $ 1,091,910 432,919 15,146 486,868 934,933 $ 1,086,164 $ 18,513 $ 15,310 $ 21,526 $ 16,293 $ 13,247 131,181 1,727 61,329 194,237 $ 212,750 129,580 1,266 100,998 231,844 $ 247,154 50,879 1,346 101,839 154,064 $ 175,590 38,566 1,083 75,579 115,228 $ 131,521 $ 19,027 883 40,692 60,602 73,849 $ 272,565 $ 157,742 $ 146,929 $ 116,637 $ 117,939 511,993 22,771 523,969 1,058,733 $ 1,331,298 522,207 20,310 502,889 1,045,406 $ 1,203,148 448,846 17,802 525,844 992,492 $ 1,139,421 480,113 17,660 532,475 1,030,248 $ 1,146,885 446,427 23,806 539,523 1,009,756 $ 1,127,695 $ 106,741 $ 74,887 $ 68,651 $ 39,424 $ 46,701 104,961 1,192 37,641 143,794 $ 250,535 95,890 809 52,227 148,926 $ 223,813 81,909 958 60,768 143,635 $ 212,286 56,985 1,014 34,290 92,289 $ 131,713 65,788 1,435 11,603 78,826 $ 125,527 $ 51,004 $ 40,658 $ 30,339 $ 3,850 $ 9,656 21,337 124,005 123,449 148 200 545 71,498 63,454 30,086 92,983 187,659 154,080 $ 123,322 $ 228,317 $ 205,084 $ 18,762,580 $ 17,179,061 $15,518,228 10,999 42 55,656 66,697 $ 70,547 $14,982,607 8,304 13 24,670 32,987 $ 42,643 $13,459,291 62 Information relating to other borrowings for the years ended December 31, 2011 and December 31, 2010 is summarized in Table 42 (dollars in thousands): Table 42 – Borrowed Funds (In thousands) As of Annual December 31, Average Balance 2011 Maximum Outstanding At Any Rate Month End As of Annual December 31, Average Balance 2010 Maximum Outstanding At Any Rate Month End Parent Company and Other Non-Bank Subsidiaries: Trust preferred debt Subsidiary Bank: Funds purchased Repurchase agreements Federal Home Loan Bank advances Federal Reserve advances Subordinated debentures GNMA repurchase liability Other Total subsidiary bank Total other borrowings $ – $ 7,093 – $ 8,763 $ 7,217 $ 7,217 6.42% $ 7,217 1,063,318 1,233,064 1,046,114 1,096,615 4,837 – 398,881 53,082 16,566 2,769,748 $ 2,769,748 45,110 – 398,790 56,142 28,777 2,671,548 $ 2,678,641 0.07 0.12 0.38 – 5.74 5.79 3.23 1.06 1.07 1,706,893 1,393,237 1,025,018 1,258,762 1,185,742 0.11 1,130,082 0.59 1,465,983 1,258,762 201,674 – 398,881 118,595 45,366 801,797 – 398,701 – 24,564 3,508,842 $ 3,516,059 1,446,482 0.14 – 60,961 398,619 5.78 – 22,365 0.46 4,244,250 0.95 $ 4,251,467 0.98 – 2,277,977 400,000 398,701 – 25,326 In addition to deposits, subsidiary bank liquidity is provided primarily by federal funds purchased, securities repurchase agreements and Federal Home Loan Bank borrowings. Federal funds purchased consist primarily of unsecured, overnight funds acquired from other financial institutions. Funds are primarily purchased from bankers’ banks and Federal Home Loan banks from across the country. The largest single source of Federal funds purchased totaled $307 million at December 31, 2011 and $209 million at December 31, 2010. Securities repurchase agreements are recorded as secured borrowings that generally mature within 90 days and are secured by certain available for sale securities. All of our repurchase agreement transactions are recognized as secured borrowings. Federal Home Loan Bank borrowings generally mature within one year and are secured by a blanket pledge of eligible collateral (generally unencumbered U.S. Treasury and U.S. Agency issued residential mortgage-backed securities, 1-4 family residential mortgage loans, multifamily and other qualifying commercial real estate loans). Amounts borrowed from the Federal Home Loan Banks of Topeka and Dallas averaged $44 million in 2011 and $1.4 billion in 2010. At December 31, 2011, the estimated unused credit available to the subsidiary bank from collateralized sources was approximately $7.3 billion. Parent Company and Other Non-Bank Subsidiaries The primary sources of liquidity for BOK Financial are cash on hand and dividends from the Bank. Dividends from the Bank are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the preceding two years. Dividends are further restricted by minimum capital requirements. At December 31, 2011, based on the most restrictive limitations as well as management’s internal capital policy the Bank could declare up to $15 million of dividends without regulatory approval. Future losses or increases in required regulatory capital at the Bank could affect its ability to pay dividends to the parent company. On June 9, 2011, the Company terminated its unsecured revolving credit agreement with George B. Kaiser, its Chairman and principal shareholder. There were no amounts outstanding under this credit agreement and no penalties or costs were paid by the Company for the termination of the agreement. The credit agreement was replaced with a $100 million senior unsecured 364 day revolving credit facility with Wells Fargo Bank, National Association, administrative agent and other commercial banks (“the Credit Facility”). Interest on amounts outstanding under the Credit Facility is to be paid at a defined base rate minus 1.25% or LIBOR plus 1.50% based upon the Company’s option. A commitment fee equal to 0.20% shall be paid quarterly on the unused portion of the credit commitment under the Credit Facility and there are no prepayment penalties. Any amounts outstanding at the end of the Credit Facility term shall be converted into a term loan which, except for amounts borrowed for certain acquisitions, shall be payable June 7, 2012. The Credit Facility contains customary representations and warranties, as well as affirmative and negative covenants including limits on the Company’s ability to borrow additional funds, make investments and sell assets. These covenants require BOK Financial to maintain minimum capital levels. At December 31, 2011 no amounts were outstanding under the Credit Facility and the Company met all of the covenants. Our equity capital at December 31, 2011 was $2.8 billion, up from $2.5 billion at December 31, 2010. Net income less cash dividend paid increased equity $209 million during 2011. Capital is managed to maximize long-term value to the shareholders. Factors considered in managing capital include projections of future earnings, asset growth and acquisition strategies, and regulatory and debt covenant requirements. Capital management may include subordinated debt issuance, share repurchase and stock and cash dividends. On April 26, 2005, the Board of Directors authorized a share repurchase program, which replaced a previously authorized program. The maximum of two million common shares may be repurchased. The specific timing and amount of shares repurchased will vary based on market conditions, securities law limitations and other factors. Repurchases may be made over time in open market or privately negotiated 63 transactions. The repurchase program may be suspended or discontinued at any time without prior notice. Since this program began, 1,346,098 shares have been repurchased by the Company for $65 million. The Company repurchased 562,025 shares in 2011 for $26 million. No shares were repurchased by the Company during 2010. BOK Financial and the Bank 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. For a banking institution to qualify as well capitalized, its Tier 1, Total and Leverage capital ratios must be at least 6%, 10% and 5%, respectively. The Company’s banking subsidiary exceeded the regulatory definitions of well capitalized. The capital ratios for BOK Financial on a consolidated basis and the Bank are presented in Note 15 to the Consolidated Financial Statements. Capital resources of financial institutions are also regularly measured by the tangible common shareholders’ equity ratio. Tangible common shareholders’ equity is shareholders’ equity as defined by generally accepted accounting principals (“GAAP”) less intangible assets and equity which does not benefit common shareholders. Equity that does not benefit common shareholders includes various forms of preferred equity. Tier 1 common equity is tier 1 equity as defined by banking regulations, adjusted for other comprehensive income and equity which does not benefit common shareholders. These non-GAAP measures are valuable indicators of a financial institution’s capital strength since it eliminates intangible assets from shareholders’ equity and retains the effect of unrealized losses on securities and other components of accumulated other comprehensive income in shareholders’ equity. Tangible common shareholders’ equity ratio was 9.56% at December 31, 2011 and 9.21% at December 31, 2010. Tier 1 common equity ratio was 13.06% at December 31, 2011 and 12.55% at December 31, 2010. Table 43 following provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP. Table 43 – Non-GAAP Measures (In thousands) Tangible common equity ratio: Total shareholders' equity Less: Goodwill and intangible assets, net Tangible common equity Total assets Less: Goodwill and intangible assets, net Tangible assets December 31, 2011 2010 $ 2,750,468 345,820 2,404,648 25,493,946 345,820 $25,148,126 $ 2,521,726 349,404 2,172,322 23,941,603 349,404 $23,592,199 Tangible common equity ratio 9.56% 9.21% Tier 1 common equity ratio: Tier 1 capital Less: Non-controlling interest Tier 1 common equity Risk weighted assets Tier 1 common equity ratio Off-Balance Sheet Arrangements $ 2,295,061 36,184 $ 2,076,525 22,152 2,258,877 2,054,373 17,291,105 16,368,976 13.06% 12.55% See Note 14 to the Consolidated Financial Statements for a discussion of the Company’s significant off-balance sheet commitments. Aggregate Contractual Obligations BOK Financial has numerous contractual obligations in the normal course of business. These obligations included time deposits and other borrowed funds, premises used under various operating leases, commitments to extend credit to borrowers and to purchase securities, derivative contracts and contracts for services such as data processing that are integral to our operations. Table 44 following summarizes payments due per these contractual obligations at December 31, 2011. 64 Table 44 – Contractual Obligations as of December 31, 2011 (In thousands) Time deposits Other borrowings Subordinated debentures Operating lease obligations Derivative contracts Data processing contracts Total Less Than 1 Year $ 1,199,588 1,084 21,875 17,028 197,278 15,930 $ 1,452,783 1 to 3 Years $ 599,206 2,253 43,750 31,371 83,589 21,447 $ 781,616 4 to 5 Years $ 632,808 1,050 181,875 28,055 22,104 2,527 $ 868,419 More Than 5 Years $ 613,774 5,850 255,990 84,957 7,263 3,790 $ 971,624 Total $ 3,045,376 10,237 503,490 161,411 310,234 43,694 $ 4,074,442 Loan commitments Standby letters of credit Mortgage loans sold with recourse Alternative investment commitments Unfunded third-party private equity commitments Deferred compensation and stock-based compensation obligations $ 6,050,208 613,457 253,834 18,278 10,299 32,542 Payments on time deposits and other borrowed funds include interest which has been calculated from rates at December 31, 2011. Many of these obligations have variable interest rates and actual payments will differ from the amounts shown on this table. Obligations under derivative contracts used for interest rate risk management purposes are included with projected payments from time deposits and other borrowed funds as appropriate. Payments on time deposits are based on contractual maturity dates. These funds may be withdrawn prior to maturity. We may charge the customer a penalty for early withdrawal. Operating lease commitments generally represent real property we rent for branch offices, corporate offices and operations facilities. Payments presented represent the minimum lease payments and exclude related costs such as utilities and property taxes. Data processing and communications contracts represent the minimum obligations under the contracts. Additional payments that are based on the volume of transactions processed are excluded. Loan commitments represent legally binding obligations to provide financing to our customers. Some of these commitments are expected to expire before being drawn upon and the total commitment amounts do not necessarily represent future cash requirements. Approximately $1.5 billion of the loan commitments expire within one year. Obligations under derivative contracts are used in customer hedging programs. As previously discussed, we have entered into derivative contracts which are expected to substantially offset the cash payments due on these obligations. Amounts shown in the table exclude $74 million of cash margin which secures our obligations under these contracts. The Company has funded $34 million and has commitments to fund an additional $18 million for various alternative investments. Alternative investments generally consist of limited partnership interests in or loans to entities that invest in low income housing or economic development projects, distressed assets, energy development, venture capital and other activities. The Company is prohibited by banking regulations from controlling or actively managing the activities of these investments. Legally binding commitments to fund alternative investments are recognized as liabilities in the consolidated financial statements. An indirect wholly-owned subsidiary of the Company is general partner of two private equity funds and has contingent obligations to make additional investments totaling $10 million as of December 31, 2011. These commitments, which are included in unfunded third-party private equity commitments, generally reflect customer investment obligations. We do not recognize contingent commitments to fund investments that are primarily customer obligations as liabilities in the consolidated financial statements. The Company has compensation and employment agreements with our President and Chief Executive Officer. Collectively, these agreements provide, among other things, that all unvested stock-based compensation shall fully vest upon his termination, subject to certain conditions. These agreements provide for settlement in cash or other assets. We currently have recognized a $25 million liability for these plans which are fully vested as of December 31, 2011. We also have obligations with respect to employee and executive benefit plans. See Notes 11 and 12 to the Consolidated Financial Statements for additional information about our employee benefit plans. Recently Issued Accounting Standards See Note 1 of the consolidated financial statements for disclosure of newly adopted and pending accounting standards. 65 Forward-Looking Statements This report contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about BOK Financial, the financial services industry and the economy in general. Words such as “anticipates,” “believes,” ”estimates,” “expects,” “forecasts,” “plans,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and allowances for loan losses and off- balance sheet credit losses, allowance for uncertain tax positions and accruals for loss contingencies involve judgments as to expected events and are inherently forward-looking statements. Assessments that BOK Financial’s acquisitions and other growth endeavors will be profitable are necessary statements of belief as to the outcome of future events, based in part on information provided by others that BOK Financial has not independently verified. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expressed, implied, or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to: (1) the ability to fully realize expected cost savings from mergers within the expected time frames, (2) the ability of other companies on which BOK Financial relies to provide goods and services in a timely and accurate manner, (3) changes in interest rates and interest rate relationships, (4) demand for products and services, (5) the degree of competition by traditional and nontraditional competitors, (6) changes in banking regulations, tax laws, prices, levies, and assessments, (7) the impact of technological advances and (8) trends in customer behavior as well as their ability to repay loans. BOK Financial and its affiliates undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events or otherwise. Legal Notice As used in this report, the term “BOK Financial” and such terms as “the Company,” “the Corporation,” “our,” “we” and “us” may refer to one or more of the consolidated subsidiaries or all of them taken as a whole. All these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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 prices, commodity prices or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading. Market risk excludes changes in fair value due to credit of the individual issuers of financial instruments. BOK Financial is subject to market risk primarily through the effect of changes in interest rates on both its assets held for purposes other than trading and trading assets. The effects of other changes, such as foreign exchange rates, commodity prices or equity prices do not pose significant market risk to BOK Financial. BOK Financial has no material investments in assets that are affected by changes in foreign exchange rates or equity prices. Energy and agricultural product derivative contracts, which are affected by changes in commodity prices, are matched against offsetting contracts as previously discussed. The Asset / Liability Committee is responsible for managing market risk in accordance with policy guidelines established by the Board of Directors. The Committee monitors projected variation in net interest revenue and net interest income and economic value of equity due to specified changes in interest rates. The policy limit for net interest revenue variation is a maximum decline of 5% to an up or down 200 basis point change over twelve months. These guidelines also set maximum levels for short-term borrowings, short-term assets, public funds, and brokered deposits, and establish minimum levels for un-pledged assets, among other things. Compliance with these guidelines is reviewed monthly. Interest Rate Risk – Other than Trading As previously noted in the Net Interest Revenue section of this report, management has implemented strategies to manage the Company’s balance sheet to have relatively limited exposure to changes in interest rates over a twelve month period. The effectiveness of these strategies in managing the overall interest rate risk is evaluated through the use of an asset/liability model. BOK Financial performs a sensitivity analysis to identify more dynamic interest rate risk exposures, including embedded option positions, on net interest revenue, net income and economic value of equity. A simulation model is used to estimate the effect of changes in interest rates over the next 12 months and longer time periods based on multiple interest rate scenarios. Two specified interest rate scenarios are used to evaluate interest rate risk against policy guidelines. The first assumes a sustained parallel 200 basis point increase and the second assumes a sustained parallel 50 basis point decrease in interest rates. Management historically evaluated interest rate sensitivity for a sustained 200 basis point decrease in interest rates. However, the results of a 200 basis point decrease in interest rates in the current low-rate environment are not meaningful. The Company’s primary interest rate exposures include the Federal Funds rate, which affects short-term borrowings, the prime lending rate and LIBOR, which are the basis for much of the variable-rate loan pricing. Additionally, residential mortgage rates directly affect the 66 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. The model incorporates assumptions regarding the effects of changes in interest rates and account balances on indeterminable maturity deposits 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 effects of changes in interest rates on the value of mortgage servicing rights are excluded from Table 45 due to the extreme volatility over such a large rate range. The effects of interest rate changes on the value of mortgage servicing rights and securities and derivative contracts identified as economic hedges are presented in Note 7 to the Consolidated Financial Statements. The simulations used to manage market risk are based on numerous assumptions regarding the effects of changes in interest rates on the timing and extent of re-pricing characteristics, future cash flows and customer behavior. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest revenue, net income or economic value of equity or precisely predict the impact of higher or lower interest rates on net interest revenue, net income or economic value of equity. 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. Table 45 – Interest Rate Sensitivity (Dollars in thousands) 200 bp Increase 50 bp Decrease 2011 2010 2011 2010 Anticipated impact over the next 12 months on net interest revenue $ 36,986 $ 8,235 $ (19,227) 5.39% 1.2% (2.80)% $ (9,759) (1.4)% Trading Activities BOK Financial enters into trading activities both as an intermediary for customers and for its own account. As an intermediary, BOK Financial will 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, BOK Financial may also take trading positions in U.S. Treasury securities, residential mortgage-backed securities, municipal bonds and financial futures for its own account. These positions are taken with the objective of generating trading profits. Both of these activities involve interest rate risk. A variety of methods are used to manage the interest rate risk of trading activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing, and position limits for each trading activity. Hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs. Management uses a Value at Risk (“VAR”) methodology to measure the market risk inherent in its trading activities. VAR is calculated based upon historical simulations over the past five years using a variance / covariance matrix of interest rate changes. It represents an amount of market loss that is likely to be exceeded only one out of every 100 two-week periods. Trading positions are managed within guidelines approved by the Board of Directors. These guidelines limit the VAR to $7.3 million. At December 31, 2011, the VAR was $2.6 million. The greatest value at risk during 2011 was $5.1 million. 67 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Management on Financial Statements Management of BOK Financial is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and necessarily include some amounts that are based on our best estimates and judgments. Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, conducted an assessment of internal control over financial reporting as of December 31, 2011. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. In establishing internal control over financial reporting, management assesses risk and designs controls to prevent or detect financial reporting misstatements that may be consequential to a reader. Management also assesses the impact of any internal control deficiencies and oversees efforts to improve internal control over financial reporting. Because of inherent limitations, it is possible that internal controls may not prevent or detect misstatements, and it is possible that internal controls may vary over time based on changing conditions. There have been no material changes in internal controls subsequent to December 31, 2011. The Risk Oversight and Audit Committee, consisting entirely of independent directors, meets regularly with management, internal auditors and the independent registered public accounting firm, Ernst & Young LLP, regarding management’s assessment of internal control over financial reporting. Report of Management on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), as amended. Management has assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on that assessment and criteria, management has determined that the Company maintained effective internal control over financial reporting as of December 31, 2011. Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this annual report has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. Their report, which expresses unqualified opinions on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011, is included in this annual report. 68 Report of Independent Registered Public Accounting Firm Report on Consolidated Financial Statements The Board of Directors and Shareholders of BOK Financial Corporation We have audited the accompanying consolidated balance sheets of BOK Financial Corporation as of December 31, 2011 and 2010, and the related consolidated statements of earnings, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of BOK Financial Corporation at December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), BOK Financial Corporation’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2012 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Tulsa, Oklahoma February 28, 2012 69 Report of Independent Registered Public Accounting Firm Report on Effectiveness of Internal Control over Financial Reporting The Board of Directors and Shareholders of BOK Financial Corporation We have audited BOK Financial Corporation’s internal control over financial reporting as of December 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). BOK Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control of Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, BOK Financial Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011 based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of BOK Financial Corporation as of December 31, 2011 and 2010, and the related consolidated statements of earnings, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2011 of BOK Financial Corporation and our report dated February 28, 2012 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Tulsa, Oklahoma February 28, 2012 70 Consolidated Statements of Earnings (In thousands, except share and per share data) Interest revenue Loans Residential mortgage loans held for sale Trading securities Taxable securities Tax-exempt securities Total investment securities Taxable securities Tax-exempt securities Total available for sale securities Fair value option securities Funds sold and resell agreements Total interest revenue Interest expense Deposits Borrowed funds Subordinated debentures Total interest expense Net interest revenue Provision for (reduction of ) allowances for credit losses Net interest revenue after provision for (reduction of) allowances for credit losses Other operating revenue Brokerage and trading revenue Transaction card revenue Trust fees and commissions Deposit service charges and fees Mortgage banking revenue Bank-owned life insurance Other revenue Total fees and commissions Gain (loss) on other assets, net Gain (loss) on derivatives, net Gain (loss) on fair value option securities, net Gain on available for sale securities, net Total other-than-temporary impairment losses Portion of loss recognized in (reclassified from) other comprehensive income Net impairment losses recognized in earnings Total other operating revenue Other operating expense Personnel Business promotion Contribution to BOKF Charitable Foundation Professional fees and services Net occupancy and equipment Insurance FDIC special assessment Data processing and communications Printing, postage and supplies Net losses and operating expenses of repossessed assets Amortization of intangible assets Mortgage banking costs Change in fair value of mortgage servicing rights Other expense Total other operating expense Income before taxes Federal and state income tax Net income Net income attributable to non-controlling interest Net income attributable to BOK Financial Corp. Earnings per share: Basic Diluted Average shares used in computation: Basic Diluted Dividends declared per share See accompanying notes to consolidated financial statements. 2011 Year Ended December 31, 2010 2009 $ $ 504,989 6,492 1,836 12,581 4,768 17,349 259,871 2,394 262,265 18,649 15 811,595 522,559 9,261 2,172 7,229 6,402 13,631 283,583 2,446 286,029 17,403 27 851,082 106,265 13,334 22,431 142,030 709,052 105,139 603,913 101,471 112,302 68,976 103,611 87,600 12,066 30,368 516,394 (1,161) 4,271 7,331 21,882 (29,960) 2,151 (27,809) 520,908 401,864 17,726 – 30,217 63,969 24,320 – 87,752 13,665 34,483 5,336 40,739 (3,661) 36,760 753,170 371,651 123,357 248,294 1,540 $ 246,754 $ 562,367 10,102 2,883 107 7,571 7,678 314,264 2,572 316,836 14,626 77 914,569 164,362 17,545 22,298 204,205 710,364 195,900 514,464 91,677 105,517 66,177 115,791 64,980 10,239 26,131 480,512 4,134 (3,365) (13,198) 59,320 (129,154) 94,741 (34,413) 492,990 380,517 19,582 – 30,243 65,715 24,040 11,773 81,292 15,960 11,400 6,970 36,304 (12,124) 25,061 696,733 310,721 106,705 204,016 3,438 200,578 2.96 2.96 $ $ $ 88,890 8,826 22,385 120,101 691,494 (6,050) 697,544 104,181 116,757 73,290 95,872 91,643 11,280 35,620 528,643 5,885 2,686 24,413 34,144 (10,578) (12,929) (23,507) 572,264 429,986 20,549 4,000 28,798 64,611 16,799 – 97,976 14,085 23,715 3,583 34,942 40,447 41,982 821,473 448,335 158,511 289,824 3,949 $ 285,875 $ $ 4.18 4.17 $ $ 3.63 3.61 67,787,676 68,038,763 $ 1.13 67,627,735 67,831,734 $ 0.99 67,375,387 67,487,944 $ 0.945 71 Consolidated Balance Sheets (In thousands, except share data) Assets Cash and due from banks Funds sold and resell agreements Trading securities Investment securities (fair value: 2011 – $462,657; 2010 – $346,105) Available for sale securities Available for sale securities pledged to creditors Total available for sale securities Fair value option securities Residential mortgage loans held for sale Loans Less allowance for loan losses Loans, net of allowance Premises and equipment, net Receivables Goodwill Intangible assets, net Mortgage servicing rights Real estate and other repossessed assets, net of allowance (2011 – $32,911; 2010 – $26,208) Bankers’ acceptances Derivative contracts Cash surrender value of bank-owned life insurance Receivable on unsettled securities trades Other assets Total assets Liabilities and shareholders’ equity Noninterest-bearing demand deposits Interest-bearing deposits: Transaction Savings Time (includes deposits carried at fair value: 2011 – $0; 2010 – $27,414) Total deposits Funds purchased Repurchase agreements Other borrowings Subordinated debentures Accrued interest, taxes and expense Bankers’ acceptances Due on unsettled securities trades Derivative contracts Other liabilities Total liabilities Shareholders’ equity: Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: 2011 – 71,533,354; 2010 – 70,815,563) Capital surplus Retained earnings Treasury stock (shares at cost: 2011 – 3,380,310; 2010 – 2,607,874) Accumulated other comprehensive income Total shareholders’ equity Non-controlling interest Total equity Total liabilities and equity See accompanying notes to consolidated financial statements. December 31, 2011 2010 $ $ 976,191 10,174 76,800 439,236 10,179,365 – 10,179,365 651,226 188,125 11,269,743 (253,481) 11,016,262 262,735 123,257 335,601 10,219 86,783 122,753 1,881 293,859 263,318 75,151 381,010 25,493,946 $ $ 1,247,946 21,458 55,467 339,553 9,096,277 139,344 9,235,621 428,021 263,413 10,643,036 (292,971) 10,350,065 265,465 148,940 335,601 13,803 115,723 141,394 1,222 270,445 255,442 135,059 316,965 23,941,603 $ 5,799,785 $ 4,220,764 9,354,456 226,357 3,381,982 18,762,580 1,063,318 1,233,064 74,485 398,881 149,508 1,881 653,371 236,522 133,684 22,707,294 4 818,817 1,953,332 (150,664) 128,979 2,750,468 36,184 2,786,652 25,493,946 $ 9,255,362 193,767 3,509,168 17,179,061 1,025,018 1,258,762 833,578 398,701 134,107 1,222 160,425 215,420 191,431 21,397,725 4 782,805 1,743,880 (112,802) 107,839 2,521,726 22,152 2,543,878 23,941,603 $ 72 Consolidated Statements of Cash Flows (In thousands) Cash Flows From Operating Activities: Net income Adjustments to reconcile net income to cash provided by operating activities: Provision for (reduction of) allowances for credit losses Change in fair value of mortgage servicing rights Unrealized (gains) losses from derivatives Depreciation and amortization Change in bank-owned life insurance Tax expense (benefit) on exercise of stock options Stock-based compensation Net amortization (accretion) of securities premiums and discounts Net realized losses (gains) on financial instruments and other assets Mortgage loans originated for resale Proceeds from sale of mortgage loans held for resale Capitalized mortgage servicing rights Change in trading and fair value option securities Change in receivables Change in other assets Change in accrued interest, taxes and expense Change in other liabilities Net cash provided by operating activities Cash Flows From Investing Activities: Proceeds from sales of available for sale securities Proceeds from maturities of investment securities Proceeds from maturities of available for sale securities Purchases of investment securities Purchases of available for sale securities Change in amount receivable on unsettled security transactions Loans originated or acquired net of principal collected Net payments or proceeds on derivative asset contracts Proceeds from disposition of assets Purchase of mortgage servicing rights Purchases of other assets Net cash provided by (used in) investing activities Cash Flows From Financing Activities: Net change in demand deposits, transaction deposits and savings accounts Net change in time deposits Net change in other borrowings, subsidiary bank Change in amount due on unsettled security transactions Issuance of common and treasury stock, net Pay down of other borrowings, holding companies Net change in derivative margin accounts Net payments or proceeds on derivative liability contracts Tax benefit on exercise of stock options Repurchase of common stock Dividends paid Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Year ended December 31, 2010 2009 2011 $ 289,824 $ 248,294 $ 204,016 (6,050) 40,447 (9,651) 49,967 (11,280) (659) 9,396 112,227 (3,589) (2,293,436) 2,369,895 (26,251) (247,386) 24,236 16,469 63,827 (50,198) 327,788 2,725,760 68,020 3,650,900 (37,085) (7,504,261) 59,908 (598,499) 4,994 122,314 – (56,195) (1,564,144) 1,710,705 (127,026) (941,834) 492,946 14,541 (7,217) (102,262) 15,674 659 (26,446) (76,423) 953,317 (283,039) 1,269,404 105,139 (3,661) (18,882) 58,987 (12,066) (425) 8,160 105,680 1,420 (2,256,943) 2,246,228 (27,603) (139,319) (40,118) 9,023 22,227 59,037 365,178 2,013,620 111,976 3,185,131 (211,312) (5,565,931) (135,059) 469,223 201,289 38,640 (31,321) (33,595) 42,661 1,919,658 (257,586) (1,487,742) (51,910) 8,552 – 70,340 (194,831) 425 – (66,557) (59,651) 348,188 921,216 $ 986,365 $ 1,269,404 $ 195,900 (12,124) 23,000 60,347 (10,239) 276 5,862 35,636 (46,318) (2,676,868) 2,619,399 (39,869) 102,121 (12,149) (166,487) (21,340) (7,571) 253,592 3,242,282 91,562 1,600,165 (89,816) (6,966,218) – 1,328,731 497,034 26,640 – (53,718) (323,338) 1,950,871 (1,407,380) 112,797 451,809 5,198 (55,150) (162,138) (535,759) (276) – (63,952) 296,020 226,274 694,942 921,216 Cash paid for interest Cash paid for taxes Net loans and bank premises transferred to repossessed real estate Increase in U.S. government guaranteed loans eligible for repurchase Increase in receivables from conveyance of other real estate owned guaranteed by U.S. government agencies $ 122,166 $ 156,465 87,476 154,134 144,095 $ 133,551 72,845 – 230,841 124,547 132,758 – 14,501 – – See accompanying notes to consolidated financial statements. 73 Consolidated Statements of Changes in Shareholders’ Equity and Non-controlling Interest (In thousands) Common Stock Shares Amount Accumulated Other Comprehensive Income (Loss) Capital Surplus Retained Earnings Treasury Stock Shares Amount Total Shareholders’ Equity Non- Controlling Interest Total Equity 69,885 $ 4 $ (222,886) $743,411 $1,427,057 2,412 $(101,329) $1,846,257 $ 13,855 $ 1,860,112 – – – 427 – – – – 70,312 – – – 504 – – – – 70,816 – – – – 717 – – – – 71,533 $ – – – – – – – – 4 – – – – – – – – 4 – – – – – – – – – 4 – – 212,146 – – – – – – – 9,726 (276) 5,862 200,578 – – – – – – (63,952) – – – – – – 97 (4,528) – – – – – – 200,578 – 200,578 – 212,146 412,724 5,198 (276) 5,862 (63,952) 3,438 – 3,438 – – – – 3,438 212,146 416,162 5,198 (276) 5,862 (63,952) – (10,740) – 758,723 – 1,563,683 – 2,509 – (105,857) – 2,205,813 2,268 2,268 19,561 2,225,374 – – 118,579 – – – – – – – 15,497 425 8,160 246,754 – – – – – – (66,557) – – – – – – 99 (6,945) – – – – – – 246,754 – 246,754 – 118,579 365,333 8,552 425 8,160 (66,557) 1,540 – 1,540 – – – – 1,540 118,579 366,873 8,552 425 8,160 (66,557) – 107,839 – 782,805 – 1,743,880 – 2,608 – (112,802) – 2,521,726 1,051 1,051 22,152 2,543,878 – – 21,140 – – – – – – – – – 25,957 659 9,396 285,875 – – – – – – – (76,423) – – – – – – 562 210 (26,446) (11,416) – – – – – – – 128,979 $ – – $ 818,817 $ 1,953,332 – – 3,380 $ (150,664) 285,875 – 285,875 – 21,140 307,015 (26,446) 14,541 659 9,396 (76,423) – $ 2,750,468 $ 3,949 – 3,949 – – – – – 3,949 21,140 310,964 (26,446) 14,541 659 9,396 (76,423) 10,083 10,083 36,184 $ 2,786,652 Balance, January 1, 2009 Comprehensive income: Net income attributable to BOKF Net income attributable to non-controlling interest Other comprehensive income, net of tax Comprehensive income Exercise of stock options Tax benefit on exercise of stock options Stock-based compensation Cash dividends on common stock Capital calls and distributions, net Balance, December 31, 2009 Comprehensive income: Net income attributable to BOKF Net income attributable to non-controlling interest Other comprehensive income, net of tax Comprehensive income Exercise of stock options Tax benefit on exercise of stock options Stock-based compensation Cash dividends on common stock Capital calls and distributions, net Balance, December 31, 2010 Comprehensive income: Net income attributable to BOKF Net income attributable to non-controlling interest Other comprehensive income, net of tax Comprehensive income Treasury stock purchases Exercise of stock options Tax benefit on exercise of stock options Stock-based compensation Cash dividends on common stock Capital calls and distributions, net Balance, December 31, 2011 See accompanying notes to consolidated financial statements. 74 Notes to Consolidated Financial Statements (1) Significant Accounting Policies Basis of Presentation The Consolidated Financial Statements of BOK Financial Corporation (“BOK Financial” or “the Company”) have been prepared in conformity with accounting principles generally accepted in the United States, including general practices of the banking industry. The consolidated financial statements include the accounts of BOK Financial and its subsidiaries, principally BOKF, NA (“the Bank”), BOSC, Inc. and Cavanal Hill Investment Management, Inc. All significant intercompany transactions are eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements include the assets, liabilities, non-controlling interests and results of operations of variable interest entities (“VIEs”) when BOK Financial is determined to be the primary beneficiary. Variable interest entities are generally defined as entities that either do not have sufficient equity to finance their activities without support from other parties or whose equity investors lack a controlling financial interest. See additional discussion of variable interest entities at Note 14 following. Nature of Operations BOK Financial, through its subsidiaries, provides a wide range of financial services to commercial and industrial customers, other financial institutions and consumers. These services include depository and cash management; lending and lease financing; mortgage banking; securities brokerage, trading and underwriting; and personal and corporate trust. The Bank operates as Bank of Oklahoma primarily in Tulsa and Oklahoma City metropolitan areas of the state of Oklahoma and Bank of Texas primarily in the Dallas, Fort Worth and Houston metropolitan areas of the state of Texas. In addition, the Bank does business as Bank of Albuquerque in Albuquerque, New Mexico; Colorado State Bank and Trust in Denver, Colorado; Bank of Arizona in Phoenix, Arizona and Bank of Kansas City in Kansas City, Missouri/Kansas. The Bank also operates the TransFund electronic funds network. Use of Estimates Preparation of BOK Financial’s consolidated financial statements requires management to make estimates of future economic activities, including loan collectability, prepayments and cash flows from customer accounts. These estimates are based upon current conditions and information available to management. Actual results may differ significantly from these estimates. Acquisitions Assets and liabilities acquired, including identifiable intangible assets, are recorded at fair value on the acquisition dates. Goodwill is recognized as the excess of the purchase price over the net fair value of assets acquired and liabilities assumed. The Consolidated Statements of Earnings include the results of operations from the dates of acquisition. Goodwill and Intangible Assets Goodwill and intangible assets generally result from business combinations and are evaluated for each of BOK Financial’s reporting units for impairment annually or more frequently if conditions indicate impairment. The evaluation of possible impairment of intangible assets involves significant judgment based upon short-term and long-term projections of future performance. The fair value of BOK Financial’s reporting units is estimated by the discounted future earnings method. Income growth is projected for each reporting unit and a terminal value is computed. This projected income stream is converted to current fair value by using a discount rate that reflects a rate of return required by a willing buyer. Assumptions used to determine the fair value of the reporting units are compared to observable inputs, such as the market value of BOK Financial common stock. However, determination of the fair value of individual reporting units requires the use of significant unobservable inputs. There have been no changes in the techniques used to value goodwill. Core deposit intangible assets are amortized using accelerated methods over the estimated lives of the acquired deposits. These assets generally have a weighted average life of 5 years. Other intangible assets are amortized using accelerated or straight-line methods, as appropriate, over the estimated benefit periods. These periods range from 5 years to 20 years. The net book values of core deposit intangible assets are evaluated for impairment when economic conditions indicate impairment may exist. Cash Equivalents Due from banks, funds sold (generally federal funds sold for one-day periods) and resell agreements (which generally mature within one to 30 days) are considered cash equivalents. Securities Securities are identified as trading, investment (held to maturity) or available for sale at the time of purchase based upon the intent of management, liquidity and capital requirements, regulatory limitations and other relevant factors. Trading securities, which are acquired for profit through resale, are carried at fair value with unrealized gains and losses included in current period earnings. Investment securities are carried at amortized cost. Amortization is computed by methods that approximate level yield and is adjusted for changes in prepayment estimates. Securities identified as available for sale are carried at fair value. Unrealized gains and losses are recorded, net of deferred 75 income taxes, as accumulated other comprehensive income in shareholders’ equity. Available for sale securities are separately identified as pledged to creditors if the creditor has the right to sell or re-pledge the collateral. The purchase or sale of securities is recognized on a trade date basis. Realized gains and losses on sales of securities are based upon specific identification of the security sold. A receivable or payable is recognized for subsequent transaction settlement. BOK Financial will periodically commit to purchase to-be-announced residential mortgage-backed securities. These commitments are carried at fair value if they are considered derivative contracts. Investment securities may be sold or transferred to trading or available for sale classification in certain limited circumstances specified in generally accepted accounting principles. Securities meeting certain criteria may also be transferred from the available for sale classification to the investment securities portfolio at fair value on the date of transfer. The unrealized gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the investment securities portfolio. Such amounts are amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related amortization of the premium of accretion of the discount on the transferred securities. On a quarterly basis, the Company performs separate evaluations of impaired debt and equity investment and available for sale securities to determine if the decline in fair value below the amortized cost is other-than-temporary. For debt securities, management determines whether it intends to sell or if it is more likely than not that it will be required to sell impaired securities. This determination considers current and forecasted liquidity requirements and securities portfolio management. If the Company intends to sell or it is more likely than not that it will be required to sell the impaired debt security, a charge is recognized against earnings for the entire unrealized loss. For all impaired debt securities for which there is no intent or expected requirement to sell, the evaluation considers all available evidence to assess whether it is more likely than not that all amounts due would not be collected according to the security’s contractual terms. Any expected credit loss due to the inability to collect all amounts due according to the security’s contractual terms is recognized as a charge against earning. Any remaining unrealized loss related to other factors would be recognized in other comprehensive income, net of taxes. For equity securities, management evaluates various factors including cause, severity and duration of the decline in value of the security and prospects for recovery, as well as the Company’s intent and ability not to sell the security until the fair value exceeds amortized cost. If an unrealized loss is determined to be other-than-temporary, a charge is recognized against earnings for the difference between the security’s amortized cost and fair value. BOK Financial has elected to carry certain non-trading securities at fair value with changes in fair value recognized in current period income. These securities are held with the intent that gains or losses will offset changes in the fair value of mortgage servicing rights or certain derivative instruments. Derivative Instruments Derivative instruments may be used by the Company as part of its interest rate risk management programs or may be offered to customers. All derivative instruments are carried at fair value. The determination of fair value of derivative instruments considers changes in interest rates, commodity prices and foreign exchange rates. Credit risk is also considered in determining fair value. Deterioration in the credit rating of customers or other counterparties reduces the fair value of asset contracts. Deterioration of our credit rating to below investment grade or the credit ratings of other counterparties could decrease the fair value of our derivative liabilities. Changes in fair value are generally reported in income as they occur. Derivative instruments used to manage interest rate risk consist primarily of interest rate swaps. These contracts modify the interest income or expense of certain assets or liabilities. Amounts receivable from or payable to counterparties are reported in interest income or expense using the accrual method. Changes in fair value of interest rate swaps are reported in other operating revenue – gain (loss) on derivatives, net. In certain circumstances, an interest rate swap may be designated as a fair value hedge and may qualify for hedge accounting. In these circumstances, changes in the full fair value of the hedged asset or liability, not only changes in fair value due to changes in the benchmark interest rate, is also recognized in earnings and may partially or completely offset changes in fair value of the interest rate swap. A fair value hedge is considered effective if the cumulative fair value adjustment of the interest rate swap is within a range of 80% to 120% of the cumulative change in the fair value of the hedged asset or liability. Any ineffectiveness, including ineffectiveness due to credit risk or ineffectiveness created when the fixed rate of the hedged asset or liability does not match the fixed rate of the interest rate swap, is recognized in earnings and reported Gain (loss) on derivatives, net. Interest rate swaps may be designated as cash flow hedges of variable rate assets or liabilities, or of anticipated transactions. Changes in the fair value of interest rate swaps designated as cash flow hedges are recorded in accumulated other comprehensive income to the extent they are effective. The amount recorded in other comprehensive income is reclassified to earnings in the same periods as the hedged cash flows impact earnings. The ineffective portion of changes in fair value is reported in current earnings. If a derivative instrument that had been designated as a fair value hedge is terminated or if the hedge designation is removed or deemed to no longer be effective, the difference between the hedged items carrying value and its face amount is recognized into income over the remaining original hedge period. Similarly, if a derivative instrument that had been designated as a cash flow hedge is terminated or if the hedge designation is removed or deemed to no longer be effective, the amount remaining in accumulated other comprehensive income is reclassified to earnings in the same period as the hedged item. 76 BOK Financial also enters into mortgage loan commitments that are considered derivative instruments. Forward sales contracts are used to hedge these mortgage loan commitments as well as mortgage loans held for sale. Mortgage loan commitments are carried at fair value based upon quoted prices. Changes in fair value of the mortgage loan commitments and forward sales contracts are reported in other operating revenue – mortgage banking revenue. BOK Financial offers programs that permit its customers to manage various risks, including fluctuations in energy, cattle and other agricultural products, interest rates and foreign exchanges rates with derivative contracts. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between BOK Financial and other selected counterparties to minimize its 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. When bilateral netting agreements 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 counterparty basis. Derivative contracts may also 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. 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. Performing loans may be renewed under then current collateral value, debt service ratio and other underwriting standards. Nonperforming loans may be renewed and will remain on nonaccrual status. Nonperforming loans renewed will be evaluated and may be charged off if the loan balance is no longer covered by the paying capacity of the borrower based on an evaluation of available cash resources and collateral value. Interest is accrued at the applicable interest rate on the principal amount outstanding. Loans are placed on nonaccrual status when, in the opinion of management, full collection of principal or interest is uncertain. Internally risk graded loans are individually evaluated for nonaccrual status quarterly. Non-risk graded loans are generally placed on nonaccrual status when more than 90 days past due. Interest previously accrued but not collected is charged against interest income when the loan is placed on nonaccrual status. Payments on nonaccrual loans are applied to principal or reported 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. All distressed commercial and commercial real estate loans are placed on nonaccrual status. Modification of nonaccruing loans to distressed borrowers generally consists of extension of payment terms, renewal of matured nonaccruing loans or interest rate concessions. Principle and accrued but unpaid interest is not forgiven. Renewed or modified nonaccruing loans are charged-off when the loan balance is no longer covered by the paying capacity of the borrower based on a quarterly evaluation of cash resources and collateral value. Renewed or modified nonperforming loans generally remain on nonaccrual status until full collection of principal and interest in accordance with original terms, including principal previously charged off, is probable. Consumer loans to troubled borrowers are not voluntarily modified. Residential mortgage loans are primarily modified in accordance with U.S. government agency guidelines by reducing interest rates and extending the number of payments. No unpaid principal or interest is forgiven. Interest guaranteed by U.S. government agencies under residential mortgage loan programs continues to accrue based on the modified terms of the loan. Renegotiated loans may be sold after a period of satisfactory performance. If it becomes probable that all amounts due according to the modified loan terms will not be collected, the loan is placed on nonaccrual status and included in nonaccrual loans. 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. Certain residential mortgage loans originated by the Company are held for sale and are carried at fair value based on sales commitments or market quotes and are reported separately in the Consolidated Balance Sheets. Changes in fair value are recorded in other operating revenue – mortgage banking revenue in the Consolidated Statements of Earnings. 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 credits 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. 77 Allowance for Loan Losses and Off-Balance Sheet Credit Losses The appropriateness of the allowance for loan losses and accrual for off-balance sheet credit losses is assessed by management based on an ongoing quarterly evaluation of the probable estimated losses inherent in the portfolio, including probable losses on both outstanding loans and unused commitments to provide financing. The allowance for loan losses consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general allowances based on estimated loss rates by loan class and nonspecific allowances based on general economic, risk concentration and related factors. There were no changes to accounting policies related to the allowance for loan loss and accrual for off-balance sheet credit losses during 2011. Effective with the fourth quarter of 2011, the Company enhanced its methodology to include specific loss rates by loan class. There were no other changes to the Company’s methodology during 2011. Internally risk graded loans are evaluated individually for impairment. Substantially all commercial and commercial real estate loans and certain residential mortgage and consumer loans are risk graded based on an evaluation of the borrowers’ ability to repay. Risk grades are updated quarterly. Non-risk graded loans are collectively evaluated for impairment. Certain commercial loans and most residential mortgage and consumer loans are small balance, homogeneous pools of loans that are not risk graded. Loans are considered to be impaired when it becomes probable that BOK Financial will be unable to collect all amounts due according to the contractual terms of the loan agreements. This is substantially the same criteria used to determine when a loan should be placed on nonaccrual status. All commercial and commercial real estate loans that have been modified in a troubled debt restructuring are considered to be impaired and remain classified as nonaccrual. Specific allowances for impaired loans are measured by an evaluation of estimated future cash flows discounted at the loans’ initial effective interest rate or the fair value of collateral for certain collateral dependent loans. Collateral value of real property is generally based on third party appraisals that conform to Uniform Standards of Professional Appraisal Practice, less estimated selling costs. Appraised values are on an “as-is” basis and are not adjusted by the Company. Collateral value of mineral rights is generally determined by our internal staff of engineers based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. The value of other collateral is generally determined by our special assets staff based on projected liquidation cash flows under current market conditions. Collateral values and available cash resources that support impaired loans are evaluated quarterly. Updated appraisals are obtained at least annually or more frequently if market conditions indicate collateral values have declined. Historical statistics may be used in limited situations to assist in estimating future cash flows or collateral values, such as when a collateral dependent impaired loan is identified at the end of a reporting period. Historical statistics are used as a practical way to estimate impairment until an updated appraisal of collateral value is received or a full assessment of future cash flows is completed. Estimates of future cash flows and collateral values require significant judgments and are subject to volatility. General allowances for unimpaired loans are based on an estimated loss rate by loan class. For risk graded loans, estimated loss rates are developed using historical gross loss rates, as adjusted for changes in risk grading and inherent risk identified by loan class. Loss rates for each loan class are determined by the current loss rate based on the most recent twelve months or a long-term gross loss rate that most appropriately represents the current economic environment. For each loan class, average risk grades for the most recent twelve month are compared to long-term average risk grades to determine if risk is increasing or decreasing. Loss rates are accordingly adjusted upward or downward in proportion to increasing or decreasing risk. Historical loss rates may be further adjusted for inherent risks identified for the given loan class which have not yet been captured in the actual gross loss rates or risk grading. Nonspecific allowances are maintained for risks beyond factors specific to a particular loan or loan class. These factors include trends in the economy in our primary lending areas, overall growth in the loan portfolio and other relevant factors. Nonspecific allowances may also be utilized to adjust loss rates based on historical information, including consideration of the duration of the business cycle on loss rates. An accrual for off-balance sheet credit losses is included in Other liabilities. The appropriateness of the accrual is determined in the same manner as the allowance for loan losses. Changes in the accrual for off-balance sheet credit losses are recognized through the provision for credit losses. A provision for credit losses is charged against or credited to earnings in amounts necessary to maintain appropriate allowances for loan and accrual for off-balance sheet credit losses. All loans are charged off when the loan balance or a portion of the loan balance is no longer covered by the paying capacity of the borrower based on an evaluation of available cash resources and collateral value. Internally risk graded loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Non-risk graded loans that are past due between 60 days and 180 days, based on the loan product, are charged off. Recoveries of loans previously charged off are added to the allowance. Transfers of Financial Assets BOK Financial transfers financial assets as part of its mortgage banking activities and periodically may transfer other financial assets. Transfers are recorded as sales when the criteria for surrender of control are met. BOK Financial retains an obligation under underwriting representations and warranties related to residential mortgage loans transferred and generally retain the right to service the loans. The Company may incur a recourse obligation in limited circumstances. The Company may also retain a residual interest in excess cash flows generated by the assets. All assets obtained, including cash, servicing rights and residual interests, and all liabilities incurred, including recourse obligations, are initially recognized at fair value, all assets transferred are derecognized and any gain or loss on the sale is recognized in earnings. Subsequently, servicing rights and residual interests are carried at fair value with changes in fair value recognized 78 in earnings as they occur. A separate accrual is maintained as part of Other liabilities in the Consolidated Balance Sheets for the Company’s credit risk on loans transferred subject to a recourse obligation. Other liabilities also include an accrual for obligations related to residential mortgage loans transferred under certain underwriting representations and warranties. The Company may also retain right to reacquire certain residential mortgage previously sold to investors when certain delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans when the criteria are met and must be included in the loans and a corresponding liability in the Consolidated Balance Sheets of the Company. Real Estate and Other Repossessed Assets Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. These assets are carried at the lower of cost, which is determined by fair value at date of foreclosure less estimated disposal costs, or current fair value less estimated disposal costs. Decreases in fair value below cost are recognized as asset-specific valuation allowances which may be reversed when supported by future increases in fair value. Fair values of real estate are based on “as is” appraisals which are updated at least annually or more frequently for certain asset types or assets located in certain distressed markets. Fair values based on appraisals are generally considered to be based on significant other observable inputs. The Company also considers decreases in listing price and other relevant information in quarterly evaluations and reduces the carrying value of real estate and other repossessed assets when necessary. Fair values based on list prices and other relevant information are generally considered to be based on significant unobservable inputs. Additional costs incurred to complete real estate and other repossessed assets may increase the carrying value, up to current fair value based on “as completed” appraisals. The fair value of mineral rights included in repossessed assets are generally determined by our internal staff of engineers based on projected cash flows from proven oil and gas reserves under existing economic and operating conditions. The value of other repossessed assets is generally determined by our special assets staff based on projected liquidation cash flows under current market conditions. Income generated by these assets is recognized as received. Operating expenses are recognized as incurred. Gains or losses on sales of real estate and other repossessed assets are based on the cash proceeds received less the cost basis of the asset, net of any valuation allowances. Premises and Equipment Premises and equipment are carried at cost, including capitalized interest when appropriate, less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the estimated useful lives or remaining lease terms. Useful lives range from 5 years to 40 years for buildings and improvements, 3 years to 7 years for software and 3 years to 10 years for furniture and equipment. Repair and maintenance costs are charged to expense as incurred. Premises no longer used by the Company are transferred to real estate and other repossessed assets. The transferred amount is the lower of cost less accumulated depreciation or fair value less estimated disposal costs as of the transfer date. Rent expense for leased premises is recognized as incurred over the lease term. The effects of rent holidays, significant rent escalations and other adjustments to rent payments are recognized on a straight-line basis over the lease term. Mortgage Servicing Rights Mortgage servicing rights may be purchased or may be recognized when mortgage loans are originated pursuant to an existing plan for sale or, if no such plan exists, when the mortgage loans are sold. All mortgage servicing rights are carried at fair value. Changes in the fair value are recognized in earnings as they occur. There is no active market for trading in mortgage servicing rights after origination. A cash flow model is used to determine fair value. Key assumptions and estimates, including projected prepayment speeds and assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates, used by this model are based on current market sources. Assumptions used to value mortgage servicing rights are considered significant unobservable inputs. 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 daily for changes in market conditions and adjusted to better correlate with actual performance of BOK Financial’s servicing portfolio. Fair value estimates from outside sources are received at least annually to corroborate the results of the valuation model. Federal and State Income Taxes BOK Financial and its subsidiaries file consolidated tax returns. The subsidiaries provide for income taxes on a separate return basis and remit to BOK Financial amounts determined to be currently payable. Income tax expense is based on an effective tax rate that considers statutory federal and state income tax rates and permanent differences between income and expense recognition for financial reporting and income tax purposes. The amount of income tax expense recognized in any period may differ from amounts reported to taxing authorities. BOK Financial has an allowance for uncertain tax positions, which is included in accrued current income taxes payable, for the uncertain portion of recorded tax benefits and related interest. These uncertainties result from the application of complex tax laws, rules, regulations and interpretations, primarily in state taxing jurisdictions. The adequacy of this allowance is assessed quarterly and may be adjusted through current income tax expense in future periods based on changing facts and circumstances, completion of examinations by taxing authorities or expiration of a statute of limitations. Estimated penalties and interest on uncertain tax positions are recognized in income tax expense. 79 Deferred tax assets and liabilities are determined based upon the difference between the values of the assets and liabilities as reflected in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. As changes in tax law or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. Employee Benefit Plans BOK Financial sponsors a defined benefit cash balance pension plan (“Pension Plan”), qualified profit sharing plan (“Thrift Plan”) and employee healthcare plans. Pension Plan costs, which are based upon actuarial computations of current costs, are expensed annually. Unrecognized prior service cost and net gains or losses are amortized on a straight-line basis over the lesser of the average remaining service periods of the participants or 10 years. Employer contributions to the Pension Plan are in accordance with Federal income tax regulations. Pension Plan benefits were curtailed as of April 1, 2006. No participants may be added to the Pension Plan and no additional service benefits will be accrued. BOK Financial recognizes the funded status of its employee benefit plans. For a pension plan, the funded status is the difference between the fair value of plan assets and the projected benefit obligation measured as of the fiscal year-end date. Adjustments required to recognize the Pension Plan’s net funded status are made through accumulated other comprehensive income, net of deferred income taxes. Employer contributions to the Thrift Plan, which matches employee contributions subject to percentage and years of service limits, are expensed when incurred. BOK Financial recognizes the expense of health care benefits on the accrual method. Stock Compensation Plans BOK Financial awards stock options and non-vested common shares as compensation to certain officers. Grant date fair value of stock options is based on the Black-Scholes option pricing model. Stock options generally have graded vesting over 7 years. Each tranche is considered a separate award for valuation and compensation cost recognition. Grant date fair value of non-vested shares is based on the current market value of BOK Financial common stock. Non-vested shares generally cliff vest in 5 years. Compensation cost is recognized as expense over the service period, which is generally the vesting period. Expense is reduced for estimated forfeitures over the vesting period and adjusted for actual forfeitures as they occur. Stock-based compensation awarded to certain officers has performance conditions that affect the number of awards granted. Compensation cost is adjusted based on the probable outcome of the performance conditions. Excess tax benefits from share-based payments recognized in capital surplus are determined by the excess of tax benefits recognized over the tax effect of compensation cost recognized. Certain executive officers may defer the recognition of income from stock-based compensation for income tax purposes and to diversify the deferred income into alternative investments. Stock-based compensation granted to these officers is considered liability awards. Changes in the fair value of liability awards are recognized as compensation expense in the period of the change. Other Operating Revenue Fees and commission revenue is recognized at the time the related services are provided or products are sold and may be accrued when necessary. Accrued fees and commissions are reversed against revenue if amounts are subsequently deemed to be uncollectible. Revenue is recognized on a gross basis whenever we have primary responsibility and risk in providing the services or products to our customers and on a net basis whenever we act as a broker for products or services of others. Brokerage and trading revenue includes changes in the fair value of securities held for trading purposes and derivatives held for customer risk management programs, including credit losses on trading securities and derivatives, commissions earned from the retail sale of securities, mutual funds and other financial instruments, and underwriting and financial advisory fees. Transaction card revenue includes merchant discounts fees, electronic funds transfer network fees and check card fees. Merchant discount fees represent fees paid by customers for account management and electronic processing of transactions. Merchant discount fees are recognized at the time the customer’s transactions are processed or other services are performed. The Company also maintains the TransFund electronic funds transfer network for the benefit of its members, which includes the Bank. Electronic funds transfer fees are recognized as electronic transactions processed on behalf of its members. 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. Trust fees and commissions include revenue 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 are recognized at least quarterly in accordance with published deposit account agreement and disclosure statement for retail accounts or contractual agreement 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. 80 Effect of Recently Issued Statements of Financial Accounting Standards Financial Accounting Standards Board FASB Accounting Standards Update No. 2010-06, Improving Disclosures About Fair Value Measurements (“ASU 2010-06”) ASU 2010-06 amends Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, to add new disclosure requirements about transfers into and out of Levels 1 and 2, as defined in ASC 820 and separate disclosures about purchases, sales, issuance and settlements relating to Level 3 measurements, as defined in ASC 820. It also clarified existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASU 2010-06 was effective for the Company on January 1, 2010 with exception of the requirement to provide Level 3 activity of purchases, sales, issuances, and settlement on a gross basis, which were effective for the Company on January 1, 2011 and did not have a significant impact on the Company’s financial statements. FASB Accounting Standards Update No. 2010-20 Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”) On July 21, 2010, the FASB issued ASU 2010-20 which expanded the disclosure requirements concerning the credit quality of an entity’s financing receivables and its allowance for credit losses. ASU 2010-20 was effective for the Company as of December 31, 2010 as it relates to disclosures required as of the end of the reporting period. Disclosure related to activity during the reporting period were effective for the Company January 1, 2011 except for troubled debt restructuring as discussed below. FASB Accounting Standards Update No. 2010-28 Intangibles – Goodwill and Other (Topic 530): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (“ASU 2010-28”) On December 17, 2010, the FASB issued ASU 2010-28, a consensus of the FASB Emerging Issues Task Force. ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform a Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists and the entity will no longer be able to assert that a reporting unit is not required to perform a Step 2 because the carrying amount of the reporting unit is zero or negative. The amendment was effective for the Company January 1, 2011 and did not have a significant impact on the consolidated financial statements. FASB Accounting Standards Update No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring (“ASU 2011-02”) On April 5, 2011, the FASB issued ASU 2011-02 to provide additional guidance or clarification to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for the purposes of determining whether a restructuring constitutes a troubled debt restructuring. ASU 2011-02 was effective for the Company on July 1, 2011. In addition, the disclosure required by ASU 2010-20 that were temporarily deferred by FASB Accounting Standards Update No. 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructuring in Update No. 2010-20 are included in Note 4 for the period beginning July 1, 2011, as required. ASU 2011-02 did not have a material impact on the Company’s consolidated financial statements. FASB Accounting Standards Update No. 2011-03, Reconsideration of Effective Control for Repurchase Agreements (“ASU 2011-03”) On April 29, 2011, the FASB issued ASU 2011-03 that eliminates the collateral maintenance requirement under GAAP for entities to consider in determining whether a transfer of financial assets subject to repurchase agreements is accounted for as a sale or as a secured borrowing. ASU 2011-03 was effective for the Company on January 1, 2012 and it did not have a material impact on the Company’s consolidated financial statements. FASB Accounting Standards Update No. 2011-04, Fair value Measurements (Topic 820): Amendment to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”) On May 12, 2011, the FASB issued ASU 2011-04 to provide clarified and converged guidance on fair value measurement and expanded disclosures concerning fair value measurements. ASU 2011-04 is largely consistent with the existing fair value measurement principals contained in ASC 820, Fair Value Measurement. ASU 2011-04 was effective for the Company on January 1, 2012 and did not have a material impact on the Company’s financial statements. FASB Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”) On June 16, 2011, the FASB issued ASU 2011-05 which revises the manner in which entities present comprehensive income in their financial statements by removing the presentation option in ASC 220, Comprehensive Income, and requires entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. ASU 2011-5 is effective for the Company for interim and annual period beginning after December 15, 2011 and will be applied retrospectively for all periods presented in the consolidated financial statements. Early adoption is permitted, but has not been elected by the Company. FASB Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”) On September 15, 2011, the FASB issued ASU 2011-08 which amends the guidance in ASC 350-20, Intangibles – Goodwill and Other: Goodwill, on testing goodwill for impairment. Under the revised guidance, the Company has the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the company determines on the basis of qualitative factors that the fair value of the reporting unit is more likely than not less than the carry amount, the two-step impairment test, as defined in ASC 350-20 would be required. ASU 2011-08 does not change the calculation or allocation of goodwill. ASU 2011-08 does not revise the requirement to test goodwill annually for impairment or to test for goodwill impairment between annual 81 tests if events or circumstances warrant. However, ASU 2011-08 does revise examples of events and circumstances that an entity should consider. ASU 2011-08 was effective for the Company on January 1, 2012. Early adoption was permitted and the Company elected to early adopt effective October 1, 2011. ASU 2011-08 did not have a material impact on the Company’s consolidated financial statements. FASB Accounting Standards Update No. 2011-11, Disclosures About Offsetting Assets and Liabilities (“ASU 2011-11”) On December 16, 2011, the FASB issued ASU 2011-11 which contains new disclosure requirements regarding the nature of an entity’s right of setoff and related arrangements associated with its financial instruments and derivative instruments. The new disclosures are anticipated to facilitate comparison between financial statements prepared under generally accepted accounting principles in the United States of America and International Financial Reporting Standards by providing information about both gross and net exposures. The new disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. FASB Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards No. 2011-05 (“ASU 2011-12”) On December 23, 2011, FASB issued ASU 2011-12 which defers the requirement in ASU 2011-05 for presentation of reclassification adjustments for each component of accumulated other comprehensive income (“AOCI”) in both net income and other comprehensive income on the face of the financial statements. This deferral will enable the FASB to address certain concerns raised with regards to presentation requirements for reclassification adjustments. The amendment is effective at the same time as ASU 2011-05 which is effective for the company for interim and annual periods beginning January 1, 2012. (2) Securities Trading Securities The fair value and net unrealized gain (loss) included in Trading securities is as follows (in thousands): December 31, 2011 Net Unrealized Gain (Loss) Fair Value December 31, 2010 Net Unrealized Gain (Loss) Fair Value $ 22,203 $ 63 $ 3,873 $ (17) 12,379 59 27,271 292 39,345 2,873 $ 76,800 $ 652 9 783 23,396 927 $ 55,467 (214) (2) 59 $ Obligations of the U.S. Government U.S. agency residential mortgage-backed securities Municipal and other tax- exempt securities Other trading securities Total 82 Investment Securities The amortized cost and fair values of investment securities are as follows (in thousands): Amortized Carrying Value1 Cost December 31, 2011 Fair Value Gross Unrealized2 Loss Gain Municipal and other tax- exempt U.S. agency residential mortgage-backed securities – Other Other debt securities Total $ 128,697 $ 128,697 $ 133,670 $ 4,975 $ (2) 110,062 188,835 602 19,616 $ 427,594 $ 439,236 $ 462,657 $ 25,193 120,536 208,451 121,704 188,835 (1,770) – $ (1,772) Amortized Cost December 31, 2010 Fair Value Gross Unrealized2 Loss Gain Municipal and other tax- exempt $ 184,898 $ 188,577 $ 3,912 $ (233) U.S. agency residential mortgage-backed securities – Other Other debt securities Total – – – – 154,655 $ 339,553 157,528 $ 346,105 4,505 (1,632) $ 8,417 $ (1,865) 1 Carrying value includes $12 million of unrealized gain, net of amortization, that remains in Accumulated other comprehensive income (“AOCI”) in the Consolidated Balance Sheets at December 31, 2011 related to certain securities transferred during 2011 from the Available for Sale securities portfolio to the Investment securities portfolio. The Company has the positive intent and ability to hold these securities to maturity. At the time of transfer, the fair value of these securities totaled $131 million, amortized cost totaled $118 million and the pre-tax unrealized gain totaled $13 million. No gain or loss was recognized in the Consolidated Statement of Earnings at the time of the transfer. 2 Gross unrealized gains and losses are not recognized in AOCI in the Consolidated Balance Sheets. 83 The amortized cost and fair values of investment securities at December 31, 2011, by contractual maturity, are as shown in the following table (dollars in thousands): Less than One Year One to Five Years Six to Ten Years Over Ten Years Total Municipal and other tax-exempt: Amortized cost Fair value Nominal yield¹ Other debt securities: Amortized cost Fair value Nominal yield Total fixed maturity securities: Amortized cost Fair value Nominal yield Residential mortgage-backed securities: Carrying value Fair value Nominal yield4 Total investment securities: Carrying value Fair value Nominal yield $ 34,623 34,942 4.59 $ 8,651 8,660 3.78 $ 43,274 46,602 4.43 $ 68,029 70,682 4.62 $ 28,713 29,546 5.56 $ 96,742 100,228 4.90 $ 21,848 23,570 5.50 $ 34,784 36,962 5.58 $ 56,632 60,532 5.55 $ 4,197 4,476 6.54 $ 128,697 133,670 4.83 $ 116,687 133,283 6.20 $ 120,884 137,759 6.21 $ 188,835 208,451 5.88 $ 317,532 342,121 5.45 $ 121,704 120,536 2.17 $ 439,236 462,657 4.54 Weighted Average Maturity² 2.98 10.00 7.16 3 ¹ Calculated on a taxable equivalent basis using a 39% effective tax rate. ² Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty. 3 The average expected lives of residential mortgage-backed securities were 2.1 years based upon current prepayment assumptions. 4 The nominal yield on residential mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments. See Annual and Quarterly Financial Summary – Unaudited following for disclosure of current yields on investment securities portfolio. 84 Available for Sale Securities The amortized cost and fair value of available for sale securities are as follows (in thousands): December 31, 2011 Amortized Cost Fair Value Gross Unrealized¹ Gain Loss OTTI² U.S. Treasury Municipal and other tax-exempt Residential mortgage-backed securities: $ 1,001 $ 1,006 $ 5 $ 66,435 68,837 2,543 $ – (141) U. S. agencies: FNMA FHLMC GNMA Other Total U.S. agencies Privately issued: Alt-A loans Jumbo-A loans Total privately issued Total residential mortgage-backed securities Other debt securities Perpetual preferred stock Equity securities and mutual funds Total 5,823,972 2,756,180 647,569 69,668 9,297,389 5,987,287 2,846,215 678,924 75,751 9,588,177 163,319 90,035 31,358 6,083 290,795 (4) – (3) – (7) 168,461 334,607 503,068 9,800,457 36,298 19,171 33,843 – (11,096) (11,096) (11,103) – (1,755) (332) $ 9,957,205 $10,179,365 $ 308,297 $ (13,331) 132,242 286,924 419,166 10,007,343 36,495 18,446 47,238 – – – 290,795 197 1,030 13,727 (36,219) (36,587) (72,806) (72,806) – – – $ (72,806) – – – – – – – ¹ Gross unrealized gain/loss recognized AOCI in the consolidated balance sheet ² Amounts represent unrealized loss that remains in AOCI after an other-than-temporary credit loss has been recognized in income. December 31, 2010 Amortized Cost Fair Value Gross Unrealized¹ Gain Loss OTTI² Municipal and other tax-exempt Residential mortgage-backed securities: $ 72,190 $ 72,942 $ 1,172 $ (315) $ (105) U. S. agencies: FNMA FHLMC GNMA Other Total U.S. agencies Privately issued: Alt-A loans Jumbo-A loans Total privately issued Total residential mortgage-backed securities Other debt securities Perpetual preferred stock Equity securities and mutual funds Total 4,791,438 2,545,208 765,046 92,013 8,193,705 4,925,693 2,620,066 801,993 99,157 8,446,909 147,024 83,341 37,193 7,144 274,702 (12,769) (8,483) (246) – (21,498) – – – – – 220,332 494,098 714,430 8,908,135 6,401 19,511 29,181 (353) (14,067) (14,420) (35,918) – – (327) $ 9,035,418 $9,235,621 $ 293,592 $ (36,560) 186,674 457,535 644,209 9,091,118 6,401 22,114 43,046 – 923 923 275,625 – 2,603 14,192 (33,305) (23,419) (56,724) (56,724) – – – $ (56,829) ¹ Gross unrealized gain/loss recognized AOCI in the consolidated balance sheet ² Amounts represent unrealized loss that remains in AOCI after an other-than-temporary credit loss has been recognized in income. 85 The amortized cost and fair values of available for sale securities at December 31, 2011, by contractual maturity, are as shown in the following table (dollars in thousands): U.S. Treasury: Amortized cost Fair value Nominal yield¹ Municipal and other tax-exempt: Amortized cost Fair value Nominal yield¹ Other debt securities: Amortized cost Fair value Nominal yield¹ Total fixed maturity securities: Amortized cost Fair value Nominal yield Residential mortgage-backed securities: Amortized cost Fair value Nominal yield4 Equity securities and mutual funds: Amortized cost Fair value Nominal yield Total available-for-sale securities: Amortized cost Fair value Nominal yield Less than One Year One to Five Years Six to Ten Years Over Ten Years6 $ $ $ $ – – – 1,009 1,021 4.04 – – – 1,009 1,021 4.04 $ $ 1,001 1,006 0.55 8,454 9,238 4.16 $ 30,398 30,595 1.81 $ 39,853 40,839 2.27 $ $ – – – 11,357 12,812 4.00 $ – – – $ 11,357 12,812 4.00 $ – – – $ 45,615 45,766 2.69 $ 5,900 5,900 1.87 $ 51,515 51,666 2.60 Weighted Average Maturity5 1.37 18.98 7.68 14.86 ² ³ $ $ $ $ Total 1,001 1,006 0.55 66,435 68,837 3.12 36,298 36,495 1.82 103,734 106,338 2.64 $ 9,800,457 10,007,343 3.33 $ 53,014 65,684 0.74 $ 9,957,205 10,179,365 3.31 ¹ Calculated on a taxable equivalent basis using a 39% effective tax rate. ² The average expected lives of residential mortgage-backed securities were 2.1 years based upon current prepayment assumptions. ³ Primarily restricted common stock of U.S. government agencies and preferred stock of corporate issuers with no stated maturity. 4 The nominal yield on residential mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments. See Annual and Quarterly Financial Summary – Unaudited following for disclosure of current yields on available for sale securities portfolio. 5 Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty. 6 Nominal yield on municipal and other tax-exempt securities and other debt securities with contractual maturity dates over ten years are based on variable rates which generally are reset within 35 days. Sales of available for sale securities resulted in gains and losses as follows (in thousands): Year ended December 31, 2010 2009 2011 Proceeds Gross realized gains Gross realized losses Related federal and state income tax expense $ 2,725,760 41,284 7,140 $ 2,013,620 26,007 4,125 $3,242,282 60,710 1,390 13,282 8,512 23,075 In addition to securities that have been reclassified as pledged to creditors, securities with an amortized cost of $4.4 billion and $5.3 billion at December 31, 2011 and 2010, respectively, have been pledged as collateral for repurchase agreements, public and trust funds on deposit and for other purposes, as required by law. The secured parties do not have the right to sell or re-pledge these securities. 86 Temporarily Impaired Securities as of December 31, 2011 (In thousands) Number of Securities Less Than 12 Months Fair Value Unrealized Loss 12 Months or Longer Fair Value Unrealized Loss Total Fair Value Unrealized Loss Investment: Municipal and other tax-exempt U.S. agency residential mortgage- backed securities – Other Total investment Available for sale: Municipal and other tax-exempt Residential mortgage-backed securities: U. S. agencies: FNMA GNMA Total U.S. agencies Privately issued1: Alt-A loans Jumbo-A loans Total privately issued Total residential mortgage-backed securities Perpetual preferred stocks Equity securities and mutual funds Total available for sale 1 $ 479 $ 2 $ 5 6 26 2 1 3 19 48 67 70 6 92,571 93,050 1,770 1,772 5,008 68,657 2,072 70,729 – 8,142 8,142 78,871 11,147 7 4 3 7 – 842 842 849 1,755 – – – $ – $ 479 $ 2 – – 92,571 93,050 1,770 1,772 21,659 134 26,667 141 – – – 132,242 278,781 411,023 411,023 – – – – 36,219 46,841 83,060 83,060 – 68,657 2,072 70,729 132,242 286,923 419,165 489,894 11,147 4 3 7 36,219 47,683 83,902 83,909 1,755 7 109 221 $ 95,247 5 $ 2,616 2,551 $ 435,233 327 $ 83,521 2,772 $ 530,480 332 $ 86,137 ¹ Includes the following securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income: Alt-A loans Jumbo-A loans 19 36 $ – 3,809 $ – 256 $ 132,242 202,874 $ 36,219 36,331 $ 132,242 206,683 $ 36,219 36,587 Temporarily Impaired Securities as of December 31, 2010 (In thousands) Number of Securities Less Than 12 Months Fair Value Unrealized Loss 12 Months or Longer Fair Value Unrealized Loss Total Fair Value Unrealized Loss Investment: Municipal and other tax- exempt Other Total investment Available for sale: Municipal and other tax-exempt1 Residential mortgage-backed securities: U. S. agencies: FNMA FHLMC GNMA Total U.S. agencies Privately issued1: Alt-A loans Jumbo-A loans Total privately issued Total residential mortgage-backed 37 15 52 42 26 12 3 41 22 53 75 $ 12,482 80,698 93,180 $ 211 1,632 1,843 $ 786 – 786 $ 22 – 22 $ $ 13,268 80,698 93,966 233 1,632 1,865 22,271 171 25,235 249 47,506 420 1,099,710 491,776 5,681 1,597,167 12,769 8,483 246 21,498 – – – – – – – – – – – – – – 186,675 417,917 604,592 33,658 37,486 71,144 1,099,710 491,776 5,681 1,597,167 186,675 417,917 604,592 12,769 8,483 246 21,498 33,658 37,486 71,144 securities Total available for sale Equity securities and mutual funds 92,642 327 93,389 Includes the following securities for which an unrealized loss remains in OCI after an other-than-temporary credit loss has been recognized in income: 105 $ 33,305 23,419 Municipal and other tax-exempt Alt-A loans Jumbo-A loans 2,201,759 2,878 2,252,143 604,592 2,878 632,705 1,597,167 – 1,619,438 $ 10,713 – – 21,498 – 21,669 71,144 327 71,720 116 2 160 – 172,153 166,401 10,713 172,153 166,401 – 33,305 23,419 103 – – 11 19 25 $ $ $ $ ¹ 87 On a quarterly basis, the Company performs separate evaluations of impaired debt and equity securities to determine if the unrealized losses are temporary. For debt securities, management determines whether it intends to sell or if it is more-likely-than-not that it will be required to sell impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. For 2011 and 2010, the Company did not intend to sell and it is more likely than not that the Company will not be required to sell impaired securities before fair value recovers to amortized cost, which may be maturity. During 2009, the Company recognized a $1.3 million other-than-temporary charge on $91 million of impaired debt securities that it intended to sell and that were subsequently sold during that year. At December 31, 2011 and 2010, the Company did not intend to sell and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers to amortized cost, which may be maturity. Impairment of debt securities rated investment grade by all nationally-recognized rating agencies are considered temporary unless specific contrary information is identified. None of the debt securities rated investment grade were considered to be other-than-temporarily impaired at December 31, 2011 or December 31, 2010. As of December 31, 2011, the composition of the Company’s investment and available for sale securities portfolios by the lowest current credit rating assigned by any of the three nationally-recognized rating agencies is as follows (in thousands): 1 U.S. Govt / GSE AAA - AA A - BBB Investment Grade Not Rated Total Below Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value Cost Value Cost Value Cost Value Investment: Municipal and other tax- exempt $ – $ – $ 50,468 $ 52,224 $ 25,892 $ 26,729 $ – $ – $ 52,337 $ 54,717 $ 128,697 $ 133,670 Residential mortgage-backed securities – Other 121,704 120,536 – – – – Other debt securities – – 180,334 199,830 600 600 Total $ 121,704 $ 120,536 $ 230,802 $ 252,054 $ 26,492 $ 27,329 $ – – – – – – – 121,704 120,536 7,901 8,021 188,835 208,451 $ – $ 60,238 $ 62,738 $ 439,236 $ 462,657 Available for Sale: U.S. Treasury $ 1,001 $ 1,006 $ – $ – $ – $ – $ – $ – $ – $ – $ 1,001 $ 1,006 Municipal and other tax- exempt – – 40,419 42,574 11,579 11,692 13,026 13,026 1,411 1,545 66,435 68,837 Residential mortgage-backed securities: U. S. agencies: FNMA FHLMC GNMA Other 5,823,972 5,987,287 2,756,180 2,846,215 647,569 678,924 69,668 75,751 Total U.S. agencies 9,297,389 9,588,177 Privately issued: Alt-A loans Jumbo-A loans Total privately issued Total residential mortgage- – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 168,461 132,242 23,221 20,654 19,390 17,167 291,996 249,103 23,221 20,654 19,390 17,167 460,457 381,345 backed securities 9,297,389 9,588,177 23,221 20,654 19,390 17,167 460,457 381,345 Other debt securities Perpetual preferred stock Equity securities and mutual funds – – – – – – 5,900 5,900 30,398 30,595 – – – – 19,171 18,446 – – – – – – – – – – – – – – – – – – – – – – – – – – 5,823,972 5,987,287 2,756,180 2,846,215 647,569 678,924 69,668 75,751 9,297,389 9,588,177 168,461 334,607 132,242 286,924 503,068 419,166 – 9,800,457 10,007,343 36,298 19,171 36,495 18,446 – 33,843 47,238 33,843 47,238 Total 1 U.S. government and government sponsored enterprises are not rated by the nationally-recognized rating agencies as these securities are guaranteed by 80,538 $ 77,900 $ 10,179,365 $ 9,957,205 $ 9,589,183 $ 9,298,390 $ 473,483 $ 69,128 $ 394,371 $ 48,783 35,254 69,540 $ $ $ agencies of the U.S. government or government-sponsored enterprises. 88 At December 31, 2011, approximately $460 million of the portfolio of privately issued mortgage-backed securities (based on amortized cost after impairment charges) was rated below investment grade by at least one of the nationally-recognized rating agencies. The aggregate unrealized loss on these securities totaled $79 million. Ratings by the nationally recognized rating agencies are subjective in nature and accordingly ratings can vary significantly amongst the agencies. Limitations generally expressed by the rating agencies include statements that ratings do not predict the specific percentage default likelihood over any given period of time and that ratings do not opine on expected loss severity of an obligation should the issuer default. As such, the impairment of securities rated below investment grade by at least one of the nationally-recognized rating agencies was evaluated to determine if management expects not to recover the entire amortized cost basis of the security. This evaluation was based on projections of estimated cash flows based on individual loans underlying each security using current and anticipated increases in unemployment and default rates, decreases in housing prices and estimated liquidation costs at foreclosure. The primary assumptions used in this evaluation were: • Unemployment rates – increasing to 9.5% over the next 12 months, dropping to 8% over the following 21 months, and holding at 8% thereafter. At December 31, 2010, we assumed that unemployment rate would increase to 10% over the next 12 months, dropping to 8% over the following 21 months and holding at 8% thereafter. • Housing price depreciation – starting with current depreciated housing prices based on information derived from the Federal Housing Finance Agency (“FHFA”) data, decreasing by an additional 8% over the next twelve months and growing at 2% per year thereafter. At December 31, 2010, we assumed that housing prices would decrease an additional 5% over the next twelve months and hold at that level thereafter. Estimated Liquidation Costs – reflect actual historical liquidation costs observed on Jumbo and Alt-A residential mortgage loans in the securities owned by the Company. At December 31, 2011, held constant at 25% to 30% for Jumbo-A loans and 35% to 38% for Alt-A loans of the then-current depreciated housing price at estimated foreclosure date. • • Discount rates – estimated cash flows were discounted at rates that range from 2.00% to 6.25% based on our current expected yields. At December 31, 2010, estimated cash flows were discounted at rates that range from 2.69% to 6.00% based on our current expected yields. We also consider the current loan-to-value ratio and remaining credit enhancement as part of the assessment of the cash flows available to recover the amortized cost of the debt securities. Each factor is considered in the evaluation. The Company calculates the current loan-to-value ratio for each residential mortgage-backed security using loan-level data. Current loan- to-value ratio is the current outstanding loan amount divided by an estimate of the current home value. The current home value is derived from FHFA data. FHFA provides historical information on home price depreciation at both the Metropolitan Statistical Area and state level. This information is matched to each loan to estimate the home price depreciation. Data is accumulated from the loan level to determine the current loan-to-value ratio for the security as a whole. Remaining credit enhancement is the amount of credit enhancement available to absorb current projected losses within the pool of loans that support the security. The Company acquires the benefit of credit enhancement by investing in super-senior tranches for many of our residential mortgage-backed securities. Subordinated tranches held by other investors are specifically designed to absorb losses before the super-senior tranches which effectively doubled the typical credit support for these types of bonds. Current projected losses consider depreciation of home prices based on FHFA data, estimated costs and additional losses to liquidate collateral and delinquency status of the individual loans underlying the security. Credit loss impairment is recorded as a charge to earnings. Additional impairment based on the difference between the total unrealized losses and the estimated credit losses on these securities was charged against other comprehensive income, net of deferred taxes. Based upon projected decline in expected cash flows from certain private-label residential mortgage-backed securities, the Company recognized $21.9 million of credit loss impairments in earnings during 2011. The Company recognized $26.5 million of credit loss impairment in earnings on certain private-label residential mortgage-backed securities during 2010. A distribution of the amortized cost (after recognition of the other-than-temporary impairment) and fair value by credit rating for our private-label residential mortgage-backed securities is as follows (in thousands): Credit Losses Recognized Year ended December 31, 2011 Life-to-date Number of Securities Amortized Cost Fair Value Number of Securities Amount Number of Securities Amount 19 $ 168,461 $ 132,242 18 $ 8,209 19 $ 49,931 3 2 43 48 67 23,221 19,390 291,996 20,654 17,167 249,103 334,607 286,924 – – 32 32 – – 13,740 13,740 – – 36 36 – – 23,623 23,623 $ 503,068 $ 419,166 50 $ 21,949 55 $ 73,554 Alt-A loans: Below Investment Grade Jumbo-A loans: AAA – AA A – BBB Below Investment Grade Total Jumbo-A loans Total 89 In addition to the other-than-temporary impairment charges on private-label residential mortgage-backed securities, the Company recognized $1.6 million of credit loss impairments in earnings for certain below investment grade municipal securities based on an assessment of the issuer’s on-going financial difficulties and bankruptcy filing in the fourth quarter of 2011. The Company recognized $1.0 million in impairment charges on these securities in 2010. See additional discussion regarding the development of the fair value of the bonds in Note 18. Impaired equity securities, including perpetual preferred stocks, are evaluated based on management’s ability and intent to hold the securities until fair value recovers over periods not to exceed three years. The assessment of the ability and intent to hold these securities focuses on liquidity needs, asset / liability management objectives and securities portfolio objectives. Factors considered when assessing recovery include forecasts of general economic conditions and specific performance of the issuer, analyst ratings and credit spreads for preferred stocks which have debt-like characteristics. The Company has evaluated the near-term prospects of the investment in relation to the severity and duration of the impairment and based on that evaluation has ability and intent to hold these investments until a recovery fair value. Accordingly, all impairment of equity securities was considered temporary at December 31, 2011 and 2010. The following represents the composition of net impairment losses recognized in earnings (in thousands): OTTI related to perpetual preferred stocks OTTI related to equity securities and mutual funds OTTI on debt securities due to change in intent to sell Total OTTI on debt securities not intended for sale Portion of loss recognized in (reclassified from) other comprehensive income Net impairment losses recognized in earnings related to credit losses on debt securities not intended for sale Total impairment losses recognized in earnings Year Ended December 31, 2010 2011 $ – – – (10,578) (12,929) $ $ – (327) – (29,633) 2009 (8,008) – (1,263) (119,883) 2,151 94,741 (23,507) (23,507) $ (27,482) (27,809) (25,142) (34,413) $ $ The following is a tabular roll forward of the amount of credit-related OTTI recognized on available-for-sale debt securities in earnings (in thousands): Balance of credit-related OTTI recognized on available for sale debt securities, beginning of period Additions for credit-related OTTI not previously recognized Additions for increases in credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost Balance of credit-related OTTI recognized on available for Year Ended December 31, 2010 2011 $ 52,624 3,368 $ 25,142 3,514 20,139 23,968 sale debt securities, end of period $ 76,131 $ 52,624 Fair Value Option Securities Fair value option securities represent securities which the Company has elected to carry at fair value and separately identified on the Consolidated Balance Sheets with changes in fair value recognized in earnings as they occur. Certain residential mortgage-backed securities issued by U.S. government agencies and derivative contracts are held as an economic hedge of the mortgage servicing rights. In addition, certain corporate debt securities are economically hedged by derivative contracts to manage interest rate risk. Derivative contracts that have not been designated as hedging instruments effectively modify these fixed rate securities into variable rate securities. The fair value and net unrealized gain (loss) included in Fair value option securities is as follows (in thousands): December 31, 2011 Net Unrealized Gain (Loss) Fair Value December 31, 2010 Net Unrealized Gain (Loss) Fair Value $ 626,109 25,117 $ 651,226 $ 19,233 18 $ 19,251 $ 428,021 – $ 428,021 $ (5,641) – $ (5,641) U.S. agency residential mortgage-backed securities Corporate debt securities Total 90 (3) Derivatives The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2011 (in thousands): Gross Basis Assets Liabilities Notional¹ Fair Value Notional¹ Fair Value Net Basis² Assets Fair Value Liabilities Fair Value $ 10,391,244 1,554,400 146,252 $ 182,450 158,625 4,761 $ 10,324,244 1,799,367 148,924 $ 181,102 171,050 4,680 $ 149,780 62,945 782 $148,432 75,370 701 73,153 208,647 12,373,696 – 12,373,696 73,153 12,508 431,497 – 431,497 72,928 208,647 12,554,110 – 12,554,110 72,928 12,508 442,268 – 442,268 73,153 12,508 299,168 (11,690) 287,478 72,928 12,508 309,939 (73,712) 236,227 Customer risk management programs: Interest rate contracts3 Energy contracts Agricultural contracts Foreign exchange contracts Equity options Total customer derivatives before cash collateral Less: cash collateral Total customer derivatives Interest rate risk management programs Total derivative contracts Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract. ² Derivative contracts are recorded on a net basis in the balance sheet in recognition of master netting agreements that enable the Company to settle all 44,000 $ 12,417,696 25,000 $ 12,579,110 6,381 $ 437,878 295 $ 442,563 295 $ 236,522 6,381 293,859 $ ¹ 3 derivative positions with a given counterparty in total and to offset the net derivative position with the related cash collateral. Includes interest rate swaps used by borrowers to modify interest rate terms of their loans and to be announced residential mortgage-backed securities used by mortgage banking customers to hedge their loan production. When bilateral netting agreements 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 counterparty basis. Derivative contracts may also 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. As of December 31, 2011, a decrease in credit rating from A1 to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $51 million. The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2010 (in thousands): Gross Basis Assets Liabilities Notional¹ Fair Value Notional¹ Fair Value Net Basis² Assets Fair Value Liabilities Fair Value $ 11,664,409 1,914,519 183,250 $ 235,961 188,655 10,616 $ 11,524,077 2,103,923 186,709 $ 233,421 191,075 10,534 $ 141,279 76,746 4,226 $ 138,739 79,166 4,144 45,014 160,535 13,967,727 – 13,967,727 45,014 16,247 496,493 – 496,493 45,014 160,535 14,020,258 – 14,020,258 45,014 16,247 496,291 – 496,291 45,014 16,247 45,014 16,247 283,512 (15,017) 268,495 283,310 (68,987) 214,323 Customer risk management programs: Interest rate contracts3 Energy contracts Agricultural contracts Foreign exchange contracts Equity options Total customer derivatives before cash collateral Less: cash collateral Total customer derivatives Interest rate risk management programs Total derivative contracts Notional amounts for commodity contracts are converted into dollar-equivalent amounts based on dollar prices at the inception of the contract. ² Derivative contracts are recorded on a net basis in the balance sheet in recognition of master netting agreements that enable the Company to settle all 124,000 $ 14,091,727 17,977 $ 14,038,235 1,097 $ 215,420 1,950 498,443 1,950 270,445 1,097 497,388 $ $ $ ¹ 3 derivative positions with a given counterparty in total and to offset the net derivative position with the related cash collateral. Includes interest rate swaps used by borrowers to modify interest rate terms of their loans and to be announced residential mortgage-backed securities used by mortgage banking customers to hedge their loan production. 91 The following summarizes the pre-tax net gains (losses) on derivative instruments and where they are recorded in the income statement (in thousands): Year ended December 31, 2011 2010 Brokerage and Trading Revenue Gain (Loss) on Derivatives, Net Brokerage and Trading Revenue Gain (Loss) on Derivatives, Net $ (854) 5,262 341 565 – 5,314 – $ 5,314 $ – – – – – – 2,526 $ 2,526 $ 2,784 7,951 629 375 – 11,739 – $ 11,739 $ $ – – – – – – 3,032 3,032 Customer risk management programs: Interest rate contracts Energy contracts Agriculture contracts Foreign exchange contracts Equity options Total customer derivatives Interest rate risk management programs Total derivative contracts Net interest revenue increased $1.6 million in 2011, $4.0 million in 2010 and $13.1 million in 2009 from periodic settlements of amounts receivable or payable on interest rate swaps. As discussed in Note 7, 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 in the Consolidated Balance Sheets. See Note 7 for additional discussion of notional, fair value and impact on earnings of these contracts. None of these derivative contracts have been designated as hedging instruments. (4) Loans and Allowances for Credit Losses The portfolio segments of the loan portfolio are as follows (in thousands): 2011 2010 December 31, Fixed Rate Variable Rate Non- accrual Total Fixed Rate Variable Rate Non- accrual Total Commercial Commercial real estate Residential mortgage Consumer Total Accruing loans past due (90 days)1 Foregone interest on nonaccrual loans $ 3,272,862 $ 3,229,781 $ 68,811 99,193 29,767 3,515 $ 5,395,296 $ 5,673,161 $ 201,286 1,292,793 948,138 202,449 887,923 992,556 241,955 $ 6,571,454 2,279,909 1,970,461 447,919 $ 11,269,743 $ 2,496 $ 11,726 $ 2,883,905 $ 3,011,636 $ 38,455 $ 5,933,996 2,277,350 1,828,248 603,442 $ 4,934,153 $ 5,478,069 $ 230,814 $ 10,643,036 1,297,148 939,774 229,511 150,366 37,426 4,567 829,836 851,048 369,364 $ 7,966 $ 16,818 1 Excludes residential mortgage loans guaranteed by agencies of the U.S. government At December 31, 2011, $5.0 billion or 44% of the total loan portfolio was to businesses and individuals in Oklahoma and $3.4 billion or 31% of our total loan portfolio was to businesses and individuals in Texas. This geographic concentration subjects the loan portfolio to the general economic conditions within this area. At December 31, 2010, $4.9 billion or 46% of the total loan portfolio was to businesses and individuals in Oklahoma and $3.0 billion or 28% of our total loan portfolio was to businesses and individuals in Texas. Commercial Commercial loans represent loans for working capital, facilities acquisition or expansion, purchases of equipment and other needs of commercial customers primarily located within our geographical footprint. Commercial loans are underwritten individually and represent on-going relationships based on a thorough knowledge of the customer, the customer’s industry and market. While commercial loans are generally secured by the customer’s assets including real property, inventory, accounts receivable, operating equipment, interest in mineral rights and other property and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the on-going cash flow from operations of the customer’s business. Inherent lending risk is centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with commercial lending policies. At December 31, 2011, commercial loans to businesses in Oklahoma totaled $2.7 billion or 41% of the commercial loan portfolio and loans to businesses in Texas totaled $2.2 billion or 34% of the commercial loan portfolio segment. The commercial loan portfolio segment is further divided into loan classes. The energy loan class totaled $2.0 billion or 18% of total loans at December 31, 2011, including $1.7 billion of outstanding loans to energy producers. Approximately 51% of the committed production loans are secured by properties 92 primarily producing oil and 47% are secured by properties primarily producing natural gas. The services loan class totaled $1.7 billion at December 31, 2011. Approximately $993 million of loans in the services category consisted of loans with individual balances of less than $10 million. Businesses included in the service class include community foundations, communications, education, gaming and transportation. At December 31, 2010 commercial loans to business in Oklahoma totaled $2.6 billion or 43% of the commercial portfolio and commercial loans to businesses in Texas totaled $1.9 billion or 32% of our commercial loan portfolio. The energy loan class totaled $1.7 billion and the services loan class totaled $1.6 billion. Approximately $1.0 billion of loans in the services category consisted of loans with individual balances of less than $10 million. Commercial Real Estate Commercial real estate loans are for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes within our geographical footprint. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies. At December 31, 2011, 36% of commercial real estate loans were secured by properties in the Dallas, Fort Worth and Houston metropolitan areas of Texas and 26% of commercial real estate loans were secured by properties located primarily in the Tulsa and Oklahoma City metropolitan areas of Oklahoma. At December 31, 2010, 32% of commercial real estate loans were secured by properties located in Oklahoma and 30% of commercial real estate loans wee secured by properties located in Texas. Residential Mortgage and Consumer Residential mortgage loans provide funds for our customer to purchase or refinance their primary residence or to borrow against the equity in their home. Residential mortgage loans are secured by a first or second-mortgage on the customer’s primary residence. Consumer loans include direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as other unsecured loans. Consumer loans also include indirect automobile loans made through primary dealers. Residential mortgage and consumer loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability. Residential mortgage loans retained in the Company’s portfolio are primarily composed of various mortgage programs to support customer relationships including jumbo mortgage loans, non-builder construction loans and special loan programs for high net worth individuals and certain professionals. Jumbo loans may be fixed or variable rate and are fully amortizing. Jumbo loans generally conform to government sponsored entity standards, with exception that the loan size exceeds maximums required under these standards. These loans generally require a minimum FICO score of 720 and a maximum debt-to-income ratio (“DTI”) of 38%. Loan-to-value (“LTV”) ratios are tiered from 60% to 100%, depending on the market. Special mortgage programs include fixed and variable fully amortizing loans tailored to the needs of certain healthcare professionals. Variable rate loans are fully indexed at origination and may have fixed rates for three to ten years, then adjust annually thereafter. At December 31, 2011 and 2010, residential mortgage loans included $185 million and $72 million, respectively, of loans guaranteed by agencies of the U.S. government previously sold into Ginnie Mae (“GNMA”) mortgage pools. These loans either have been repurchased or are eligible to be repurchased by the Company when certain defined delinquency criteria are met. Although payments on these loans generally are past due more than 90 days, interest continues to accrue based on the government guarantee. Home equity loans totaled $635 million at December 31, 2011 and $553 million at December 31, 2010. Approximately 66% of the home equity loan portfolio is comprised of junior lien loans and 34% of the home equity loan portfolio is comprised of first lien loans. Substantially all of the increase in total outstanding home equity loan balance is from the first lien product. These loans generally result from refinancing of existing loans at terms of 15 years or less. Junior lien loans are distributed 78% to amortizing term loans and 22% to revolving lines of credit. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 40%. The maximum loan amount available for our home equity loan products is generally $400 thousand. 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 December 31, 2011, outstanding commitments totaled $6.1 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 93 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 December 31, 2011, outstanding standby letters of credit totaled $37 million. Commercial letters of credit are used to facilitate customer trade transactions with the drafts being drawn when the underlying transaction is consummated. At December 31, 2011, outstanding commercial letters of credit totaled $7.4 million. Allowances for Credit Losses BOK Financial maintains separate allowances for loan losses and for off-balance sheet credit risk related to commitments to extend credit and standby letters of credit. As discussed in greater detail in Note 7, the Company also has separate accruals related to off-balance sheet credit risk related to residential mortgage loans sold with full or partial recourse and for residential mortgage loans sold to government sponsored agencies under standard representation and warranties. The allowance for loan losses is assessed by management on a quarterly basis and consists of specific amounts attributed to impaired loans that have not been charged down to amounts we expect to recover, general allowances based on loss rates by loan class for unimpaired loans and non-specific allowances based on general economic conditions and related factors. Impairment is individually measured for certain impaired loans and collectively measured for all other loans. The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2011 is as follows (in thousands): Collectively Measured for Impairment Individually Measured for Impairment Total Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment Related Allowance Commercial Commercial real estate Residential mortgage Consumer Total $ 6,502,695 $ 2,180,716 1,963,020 446,823 81,907 $ 63,092 38,909 17,447 11,093,254 201,355 68,759 $ 99,193 7,441 1,096 176,489 1,536 3,942 298 – 5,776 $ 6,571,454 $ 2,279,909 1,970,461 447,919 11,269,743 83,443 67,034 39,207 17,447 207,131 Nonspecific allowance – – – – – 46,350 Total $ 11,093,254 $ 201,355 $ 176,489 $ 5,776 $ 11,269,743 $ 253,481 The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2010 is as follows (in thousands): Collectively Measured for Impairment Individually Measured for Impairment Total Recorded Investment Related Allowance Recorded Investment Related Allowance Recorded Investment Related Allowance Commercial Commercial real estate Residential mortgage Consumer Total $ 5,895,674 $ 102,565 $ 2,126,984 1,816,184 601,691 94,502 49,500 12,536 10,440,533 259,103 38,322 $ 150,366 12,064 1,751 202,503 2,066 4,207 781 78 7,132 $ 5,933,996 $ 2,277,350 1,828,248 603,442 10,643,036 104,631 98,709 50,281 12,614 266,235 Nonspecific allowance – – – – – 26,736 Total $ 10,440,533 $ 259,103 $ 202,503 $ 7,132 $ 10,643,036 $ 292,971 94 The activity in the combined allowance for loan losses and off-balance sheet credit losses related to loan commitments and standby letters of credit by portfolio segments for the year ended December 31, 2011 is summarized as follows (in thousands): Allowance for loans losses: Beginning balance Provision for (reduction of) allowance for loan losses Loans charged off Recoveries Ending balance Allowance for off-balance sheet credit losses: Beginning balance Provision for (reduction of) allowance for off-balance sheet credit losses Ending balance Combined provision for (reduction of) allowances for credit losses Commercial Commercial Real Estate Residential Mortgage Consumer Nonspecific allowance Total $ 104,631 $ 98,709 $ 50,281 $ 12,614 $ 26,736 $ 292,971 (13,830) (14,836) 7,478 83,443 $ (18,482) (15,973) 2,780 67,034 $ $ (1,040) 699 (56,800) (14,107) 2,334 18,350 39,207 $ 17,447 $ 46,350 $ 253,481 10,959 (11,884) 5,758 19,614 – – $ 13,456 $ 443 $ 131 $ 241 $ – $ 14,271 (5,550) 7,906 $ 807 1,250 $ $ (40) 91 $ (227) 14 $ (5,010) – – $ 9,261 $ (19,380) $ (17,675) $ 659 $ 10,732 $ 19,614 $ (6,050) The activity in the combined allowance for loan losses and off-balance sheet credit losses related to loan commitments and standby letters of credit is summarized as follows (in thousands): Year ended December 31, 2010 2009 Allowance for loans losses: Beginning balance Provision for loan losses Loans charged off Recoveries Ending balance $ 292,095 105,256 (123,988) 19,608 $ 292,971 $ 233,236 196,678 (148,499) 10,680 $ 292,095 Allowance for loans off- balance sheet credit losses: Beginning balance Reduction of the allowance for off-balance sheet credit losses Ending balance $ 14,388 $ 15,166 (117) $ 14,271 (778) $ 14,388 Total provision for credit losses $ 105,139 $ 195,900 Credit Quality Indicators The Company utilizes loan class and risk grading as primary credit quality indicators. Substantially all commercial and commercial real estate loans and certain residential mortgage and consumer loans are risk graded based on a quarterly evaluation of the borrowers’ ability to repay the loans. Certain commercial loans and most residential mortgage and consumer loans are small, homogeneous pools that are not risk graded. The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2011 is as follows (in thousands): Internally Risk Graded Related Recorded Allowance Investment Non-Graded Total Recorded Investment Related Allowance Recorded Investment Related Allowance Commercial Commercial real estate Residential mortgage Consumer Total $ 6,552,986 $ 82,263 $ 18,468 $ 2,279,909 314,475 216,271 67,034 8,262 2,527 9,363,641 160,086 – 1,655,986 231,648 1,906,102 1,180 – 30,945 14,920 47,045 $ 6,571,454 $ 2,279,909 1,970,461 447,919 11,269,743 83,443 67,034 39,207 17,447 207,131 Nonspecific allowance – – – – – 46,350 Total $ 9,363,641 $ 160,086 $ 1,906,102 $ 47,045 $ 11,269,743 $ 253,481 95 The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at December 31, 2010 is as follows (in thousands): Internally Risk Graded Related Recorded Allowance Investment Non-Graded Total Recorded Investment Related Allowance Recorded Investment Related Allowance Commercial Commercial real estate Residential mortgage Consumer Total $ 5,914,178 $ 102,259 $ 19,818 $ 2,277,350 451,874 246,350 98,709 8,356 1,881 8,889,752 211,205 – 1,376,374 357,092 1,753,284 2,372 – 41,925 10,733 55,030 $ 5,933,996 $ 2,277,350 1,828,248 603,442 10,643,036 104,631 98,709 50,281 12,614 266,235 Nonspecific allowance – – – – – 26,736 Total $ 8,889,752 $ 211,205 $ 1,753,284 $ 55,030 $ 10,643,036 $ 292,971 Loans are considered to be performing if they are in compliance with the original terms of the agreement which is consistent with the regulatory guideline of “pass.” Performing also includes loans considered to be “other loans especially mentioned” by regulatory guidelines. Other loans especially mentioned are in compliance with the original terms of the agreement but may have a weakness that deserves management’s close attention. Performing loans also include past due residential mortgages that are guaranteed by agencies of the U.S. government. The risk grading process identified certain criticized loans as potential problem loans. These loans have a well-defined weakness (e.g. inadequate debt service coverage or liquidity or marginal capitalization; repayment may depend on collateral or other risk mitigation) that may jeopardize liquidation of the debt and represent a greater risk due to deterioration in the financial condition of the borrower. This is consistent with the regulatory guideline for “substandard.” Because the borrowers are still performing in accordance with the original terms of the loan agreements, these loans were not placed in nonaccrual status. Known information does, however, cause concern as to the borrowers’ continued compliance with current repayment terms. Nonaccrual loans represent loans for which full collection of principal and interest is uncertain. This is substantially the same criteria used to determine whether a loan is impaired and includes certain loans considered “substandard” and all loans considered “doubtful” by regulatory guidelines. 96 The following table summarizes the Company’s loan portfolio at December 31, 2011 by loan class and the risk grade categories (in thousands): Internally Risk Graded Potential Problem Nonaccrual Performing Nonaccrual Non-Graded Performing Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial $ 2,013,866 $ 1,696,883 907,648 325,393 967,581 207,982 291,393 6,410,746 Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other commercial real estate Total commercial real estate 238,362 499,636 382,503 356,927 277,453 358,597 2,113,478 1,417 $ 336 $ 31,338 34,156 2,390 3,414 756 10 73,481 27,244 3,244 12,548 8,079 280 15,843 67,238 16,968 21,180 23,051 5,486 – 1,738 68,759 61,874 6,863 11,457 3,513 – 15,486 99,193 $ – – – – – – 18,416 18,416 – – – – – – – – – – – – – 52 52 – – – – – – – Total $ 2,015,619 1,745,189 962,984 350,834 976,481 208,738 311,609 6,571,454 327,480 509,743 406,508 368,519 277,733 389,926 2,279,909 Residential mortgage: Permanent mortgage Permanent mortgages guaranteed by U.S. government agencies Home equity Total residential mortgage 291,155 291,155 15,879 7,441 817,921 17,925 1,150,321 – – – – 15,879 – – 7,441 184,973 630,766 1,633,660 – 4,401 22,326 184,973 635,167 1,970,461 Consumer: Indirect automobile Other consumer Total consumer – 211,226 211,226 – 3,949 3,949 – 1,096 1,096 102,955 126,274 229,229 2,194 225 2,419 105,149 342,770 447,919 Total $ 9,026,605 $ 160,547 $ 176,489 $1,881,305 $ 24,797 $ 11,269,743 97 The following table summarizes the Company’s loan portfolio at December 31, 2010 by loan class and risk grade categories (in thousands): Internally Risk Graded Potential Problem Nonaccrual Performing Nonaccrual Non-Graded Performing Total Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: $ 1,704,401 $ 1,531,239 956,397 319,075 801,525 202,885 267,949 5,783,471 465 $ 6,543 $ 30,420 45,363 4,000 4,566 1,385 108 92,385 19,262 8,486 2,116 3,534 13 4,446 38,322 – $ – – – – – 19,685 19,685 Construction and land development Retail Office Multifamily Industrial Other commercial real estate Total commercial real estate 326,769 395,094 420,899 355,733 177,712 390,969 2,067,176 21,516 5,468 16,897 6,784 294 8,849 59,808 99,579 4,978 19,654 6,725 4,087 15,343 150,366 – – – – – – – – – – – – – 133 133 $ 1,711,409 1,580,921 1,010,246 325,191 809,625 204,283 292,321 5,933,996 – – – – – – – 447,864 405,540 457,450 369,242 182,093 415,161 2,277,350 Residential mortgage: Permanent mortgage Permanent mortgages guaranteed by U.S. government agencies Home equity Total residential mortgage 420,407 19,403 12,064 730,638 20,047 1,274,944 – – 420,407 – – 19,403 – – 12,064 72,385 547,989 1,351,012 – 5,315 25,362 72,385 553,304 1,828,248 Consumer: Indirect automobile Other consumer Total consumer – 240,243 240,243 – 4,356 4,356 – 1,751 1,751 237,050 117,226 354,276 2,526 290 2,816 239,576 363,866 603,442 Total $ 8,511,297 $ 175,952 $ 202,503 $1,724,973 $ 28,311 $ 10,643,036 98 Impaired Loans Loans are considered to be impaired when it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. A summary of internally risk graded impaired loans follows (in thousands): As of December 31, 2011 Recorded Investment Unpaid Principal Balance Total With No Allowance With Allowance Related Allowance Year ended December 31, 2011 Interest Income Recognized Average Recorded Investment Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other real estate loans Total commercial real estate Residential mortgage: Permanent mortgage Home equity Total residential mortgage Consumer: Indirect automobile Other consumer Total consumer $ 336 $ 336 $ 336 $ – $ – $ $ 26,916 24,432 26,186 6,825 – 9,237 93,932 98,053 8,645 14,588 3,512 – 16,702 141,500 8,697 – 8,697 – 1,727 1,727 16,968 21,180 23,051 5,486 – 1,738 68,759 61,874 6,863 11,457 3,513 – 15,486 99,193 7,441 – 7,441 – 1,096 1,096 16,200 19,702 23,051 5,412 – 1,738 66,439 56,740 4,373 9,567 3,513 – 7,887 82,080 4,980 – 4,980 – 1,096 1,096 768 1,478 – 74 – – 2,320 5,134 2,490 1,890 – – 7,599 17,113 2,461 – 2,461 – – – 360 1,102 – 74 – – 1,536 1,777 1,062 291 – – 812 3,942 298 – 298 – – – 401 18,115 14,833 12,584 4,510 7 3,092 53,542 80,727 5,921 15,556 5,119 2,044 15,415 124,782 9,753 – 9,753 – 1,424 1,424 Total $ 245,856 $ 176,489 $ 154,595 $ 21,894 $ 5,776 $ 189,501 $ – – – – – – – – – – – – – – – – – – – – – – Generally, no interest income is recognized on impaired loans until all principal balances, including amount charged-off, have been recovered. 99 A summary of internally risk graded impaired loans at December 31, 2010 follows (in thousands): Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other real estate loans Total commercial real estate Residential mortgage: Permanent mortgage Home equity Total residential mortgage Consumer: Indirect automobile Other consumer Total consumer Recorded Investment Unpaid Principal Balance Total With No Allowance With Allowance Related Allowance $ 559 $ 465 $ 404 $ 28,579 14,717 5,811 4,701 172 13,007 67,546 19,262 8,486 2,116 3,534 13 4,446 38,322 15,985 7,562 2,116 2,743 13 4,446 33,269 138,922 6,111 25,702 24,368 4,087 17,129 99,579 4,978 19,654 6,725 4,087 15,343 216,319 150,366 84,959 1,968 18,798 6,129 – 13,802 125,656 15,258 – 15,258 12,064 – 12,064 – 1,909 1,909 – 1,751 1,751 8,574 – 8,574 – 1,506 1,506 $ 61 3,277 924 – 791 – – 5,053 14,620 3,010 856 596 4,087 1,541 24,710 3,490 – 3,490 – 245 245 60 1,227 684 – 95 – – 2,066 2,428 514 106 115 723 321 4,207 781 – 781 – 78 78 Total $ 301,032 $ 202,503 $ 169,005 $ 33,498 $ 7,132 Investments in impaired loans were as follows (in thousands): December 31, 2010 2009 2011 Investment in impaired loans Impaired loans with specific allowance for loss Specific allowance balance Impaired loans with no specific allowance for loss Average recorded investment in impaired loans $ 176,489 $ 202,503 $316,666 21,894 5,776 33,498 7,132 204,076 36,168 154,595 169,005 112,590 189,501 262,368 327,935 Interest income recognized on impaired loans during 2011, 2010 and 2009 was not significant. 100 Troubled Debt Restructurings Troubled debt restructurings of internally risk graded impaired loans at December 31, 2011 were as follows (in thousands): As of December 31, 2011 Performing in Accordance With Modified Terms Not Performing in Accordance With Modified Terms Specific Allowance Recorded Investment Amounts Charged-Off During the Year Ended December 31, 2011 $ Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other real estate loans Total commercial real estate Residential mortgage: Permanent mortgage Home equity Total residential mortgage Consumer: Indirect automobile Other consumer Total consumer $ – 3,529 1,739 – – – 960 6,228 25,890 1,070 2,496 – – 8,171 37,627 4,103 – 4,103 – 168 168 $ – 1,907 961 – – – – 2,868 3,585 – 1,134 – – 387 5,106 1,396 – 1,396 – 168 168 – 1,622 778 – – – 960 3,360 22,305 1,070 1,362 – – 7,784 $ – $ – 24 – – – – 24 1,577 – 215 – – 662 – 301 – – – – – 301 1,104 882 527 – – 86 32,521 2,454 2,599 2,707 – 2,707 – – – 282 – 282 – – – 54 – 54 – – – Total $ 48,126 $ 9,538 $ 38,588 $ 2,760 $ 2,954 The financial impact of troubled debt restructurings primarily consist of specific allowances for credit losses and principal amounts charged off. Internally risk graded loans that have been modified in troubled debt restructuring generally remain classified as nonaccruing. Other financial impacts, such as foregone interest, are not material to the financial statements. Non-risk graded residential mortgage loans that are modified in troubled debt restructurings primarily consist of loans that are guaranteed by U.S. government agencies. At December 31, 2011, approximately $13 million of the renegotiated residential mortgage loans are currently performing in accordance with the modified terms, $5.8 million are 30 to 89 days past due and $14 million are past due 90 days or more. Restructured residential mortgage loans guaranteed by agencies of the U.S. government in accordance with agency guidelines represent $29 million of our $33 million portfolio of renegotiated loans. All renegotiated loans past due 90 days or more are guaranteed by U.S. government agencies. 101 Nonaccrual & Past Due Loans Past due status for all loans classes is based on the actual number of days since the last payment was due according to the contractual terms of the loans. A summary of loans currently performing, loans 30 to 89 days past due and accruing, loans 90 days or more past due and accruing and nonaccrual loans as of December 31, 2011 is as follows (in thousands): Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other real estate loans Total commercial real estate Residential mortgage: Permanent mortgage Permanent mortgages guaranteed by U.S. government agencies Home equity Total residential mortgage Consumer: Indirect automobile Other consumer Total consumer Past Due Current 30 to 89 Days 90 Days or More Nonaccrual Total $ 2,013,770 $ 1,713,426 941,334 327,129 969,586 208,733 307,853 6,481,831 1,065 $ 13,608 470 654 1,362 – 1,966 19,125 264,327 502,508 394,812 364,968 277,733 370,859 2,175,207 1,279 372 239 38 – 3,444 5,372 448 $ 1,187 – – 47 5 – 1,687 – – – – – 137 137 336 16,968 21,180 23,051 5,486 – 1,790 68,811 61,874 6,863 11,457 3,513 – 15,486 99,193 $ 2,015,619 1,745,189 962,984 350,834 976,481 208,738 311,609 6,571,454 327,480 509,743 406,508 368,519 277,733 389,926 2,279,909 1,107,095 17,259 601 25,366 1,150,321 17,509 627,688 1,752,292 12,163 3,036 32,458 155,301 42 155,944 – 4,401 29,767 184,973 635,167 1,970,461 98,345 339,163 437,508 4,581 2,286 6,867 29 – 29 2,194 1,321 3,515 105,149 342,770 447,919 Total $ 10,846,838 $ 63,822 $ 157,797 $ 201,286 $ 11,269,743 102 A summary of loans currently performing, loans 30 to 89 days past due and accruing, loans 90 days or more past due and accruing and nonaccrual loans as of December 31, 2010 is as follows (in thousands): Past Due Current 30 to 89 Days 90 Days or More Nonaccrual Total $ 1,707,466 $ 1,558,120 1,001,422 321,102 805,124 204,199 287,357 5,884,790 507 $ 3,196 315 168 75 71 111 4,443 2,971 $ 343 23 1,805 892 – 274 6,308 465 19,262 8,486 2,116 3,534 13 4,579 38,455 $ 1,711,409 1,580,921 1,010,246 325,191 809,625 204,283 292,321 5,933,996 Commercial: Energy Services Wholesale/retail Manufacturing Healthcare Integrated food services Other commercial and industrial Total commercial Commercial real estate: Construction and land development Retail Office Multifamily Industrial Other real estate loans Total commercial real estate 344,016 394,445 437,496 362,517 177,660 395,320 2,111,454 3,170 6,117 300 – 346 4,301 14,234 1,099 – – – – 197 1,296 99,579 4,978 19,654 6,725 4,087 15,343 150,366 447,864 405,540 457,450 369,242 182,093 415,161 2,277,350 Residential mortgage: Permanent mortgage Permanent mortgages guaranteed by U.S. government agencies Home equity Total residential mortgage 1,148,271 22,177 – 32,111 1,202,559 10,451 546,384 1,705,106 4,342 1,605 28,124 57,592 – 57,592 – 5,315 37,426 72,385 553,304 1,828,248 Consumer: Indirect automobile Other consumer Total consumer 225,601 360,603 586,204 11,382 927 12,309 67 295 362 2,526 2,041 4,567 239,576 363,866 603,442 Total $ 10,287,554 $ 59,110 $ 65,558 $ 230,814 $ 10,643,036 (5) Premises and Equipment Premises and equipment at December 31 are summarized as follows (in thousands): Land Buildings and improvements Software Furniture and equipment Subtotal Less accumulated depreciation Total December 31, 2011 2010 $ 73,638 232,440 82,801 141,743 530,622 267,887 $ 262,735 $ 72,643 226,234 69,303 133,732 501,912 236,447 $ 265,465 Depreciation expense of premises and equipment was $32 million, $33 million and $33 million for the years ended December 31, 2011, 2010 and 2009, respectively. 103 (6) Goodwill and Intangible Assets The following table presents the original cost and accumulated amortization of intangible assets (in thousands): Core deposit premiums Less accumulated amortization Net core deposit premiums December 31, 2011 2010 $ 109,417 107,023 2,394 $ 109,417 104,795 4,622 Other identifiable intangible assets Less accumulated amortization Net other identifiable intangible assets 17,291 9,466 7,825 17,291 8,110 9,181 Total intangible assets, net $ 10,219 $ 13,803 Expected amortization expense for intangible assets that will continue to be amortized (in thousands): Core Deposit Premiums Other Identifiable Intangible Assets 2012 2013 2014 2015 2016 Thereafter $ 815 485 432 392 248 22 2,394 $ $ 1,385 1,061 334 334 334 4,377 7,825 $ Total $ 2,200 1,546 766 726 582 4,399 $ 10,219 The net amortized cost of goodwill and identifiable intangible assets assigned to the Company’s geographic markets as follows (in thousands): Core deposit premiums: Texas Colorado Arizona Total core deposit premiums Other identifiable intangible assets: Oklahoma Colorado Kansas/Missouri Total other identifiable intangible assets Goodwill: Oklahoma Texas New Mexico Colorado Arizona Total goodwill December 31, 2011 2010 $ 1,817 548 29 2,394 $ $ 3,408 1,058 156 4,622 $ $ $ 5,548 1,487 790 6,048 2,343 790 $ 7,825 $ 9,181 $ 8,173 240,122 15,273 55,611 16,422 $ 335,601 $ 8,173 240,122 15,273 55,611 16,422 $ 335,601 The carrying value of goodwill by operating segment as of December 31, 2011 and 2010 is as follows (in thousands): Commercial Consumer Wealth Management Total Goodwill $ 266,728 $ 39,251 $ 29,850 $ 335,829 Accumulated Impairment – (228) – (228) Net goodwill balance $ 266,728 $ 39,023 $ 29,850 $ 335,601 The annual goodwill evaluations for 2011 and 2010 did not indicate impairment for any reporting unit. Economic conditions did not indicate that impairment existed for any identifiable intangible assets and therefore no impairment evaluation was performed. As a result of the annual goodwill evaluation, the Company recorded an impairment charge of $228 thousand related to the consumer banking operating segment in the Arizona market in 2009. 104 (7) Mortgage Banking Activities Residential Mortgage Loan Production The Company originates and markets 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 held for investment. All residential mortgage loans originated for sale by the Company are carried at fair value based on sales commitments or market quotes. Changes in the fair value are recorded in Other operating revenue – mortgage banking revenue in the Consolidated Statements of Earnings. Residential mortgage loans held for sale in the Consolidated Balance Sheets also include 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. The volume and rate spread of mortgage loans originated for sale 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 mortgage loan to when the closed loan is sold to an investor. 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 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): December 31, 2011 December 31, 2010 Notional / Unpaid Principal Balance Residential mortgage loans held for sale Residential mortgage loan commitments Forward sales contracts $ 177,319 189,770 349,447 Notional / Unpaid Principal Balance $ 253,778 138,870 396,422 Fair Value $ 184,816 6,597 (3,288) $ 188,125 Fair Value $ 254,669 2,251 6,493 $ 263,413 No residential mortgage loans held for sale were 90 days or more past due or considered impaired at of December 31, 2011 or 2010. No credit losses were recognized on residential mortgage loans held for sale for the years ended December 31, 2011 and 2010. Mortgage banking revenue was as follows (in thousands): Year ended December 31, 2010 2011 2009 Originating and marketing revenue: Residential mortgages loan held for sale Residential mortgage loan commitments Forward sales contracts Total originating and marketing revenue Servicing revenue Total mortgage banking revenue $ 57,418 4,345 (9,781) 51,982 39,661 $ 91,643 $ 45,243 1,755 2,440 49,438 38,162 $ 87,600 $ 40,849 (1,673) 5,786 44,962 20,018 $ 64,980 Originating and marketing 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 related to residential mortgage loan commitments and forward sales contracts. Servicing revenue includes servicing fee income and late charges on loans serviced for others. Residential Mortgage Servicing Mortgage servicing rights may be recognized when mortgage loans originated pursuant to an existing plan for sale or, if no such plan exists, when the mortgage loans are sold. Mortgage servicing rights may also be 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. 105 The following represents a summary of mortgage servicing rights (Dollars in thousands): Number of residential mortgage loans serviced for others Outstanding principal balance of residential mortgage loans serviced for others Weighted average interest rate Remaining term (in months) Dec. 31, 2011 Dec. 31, 2010 95,841 96,443 Dec. 31, 2009 61,199 $11,300,986 5.19% 290 $11,194,582 5.44% 292 $6,603,132 5.83% 321 Activity in capitalized mortgage servicing rights and related valuation allowance during 2009, 2010 and 2011 is as follows (in thousands): Purchased Originated Total Balance at December 31, 2008 $ 6,353 $ 36,399 $ 42,752 Additions, net – 39,869 39,869 Change in fair value due to loan runoff (2,526) (18,395) (20,921) Change in fair value due to market changes 4,001 8,123 12,124 Balance at December 31, 2009 Additions, net $ 7,828 $ 65,996 $ 73,824 31,321 27,603 58,924 Change in fair value due to loan runoff (6,791) (13,895) (20,686) Gain on purchase of mortgage servicing rights 11,832 – Change in fair value due to market changes (6,290) (1,881) 11,832 (8,171) Balance at December 31, 2010 $ 37,900 $ 77,823 $115,723 Additions, net Change in fair value due to loan runoff Change in fair value due to market changes – 26,251 (4,699) (10,045) (14,298) (26,149) 26,251 (14,744) (40,447) Balance at December 31, 2011 $ 18,903 $ 67,880 $ 86,783 During the first quarter of 2010, the Company purchased the rights to service approximately 34 thousand residential mortgage loans with an outstanding principal balance of $4.2 billion. The loans to be serviced are primarily concentrated in New Mexico and predominately held by Fannie Mae, Ginnie Mae, and Freddie Mac. The cash purchase price was $32 million. The acquisition date fair value of the mortgage servicing rights was approximately $43.7 million based upon independent valuation analyses which were further supported by assumptions and models the Company regularly uses to value its existing portfolio of servicing rights. The $11.8 million difference between the purchase price and acquisition date fair value was directly attributable to the seller’s distressed financial condition. Changes in the fair value of mortgage servicing rights are included in Other Operating Expenses in the Consolidated Statement of Earnings. Changes in fair value due to loan runoff are included in mortgage banking costs. Changes in the fair value due to market changes are reported separately. Changes in fair value due to market changes during the period relate to assets held at the reporting date. There is no active market trading in mortgage servicing rights after origination. Fair value is determined by discounting the projected net cash flows. Significant assumptions considered significant unobservable inputs used to determine fair value are: December 31, 2011 December 31, 2010 Discount rate – risk-free rate plus a market premium 10.34% 10.36% Prepayment rate – based upon loan interest rate, original term and loan type 10.88% - 49.68% 6.53% - 23.03% Loan servicing costs – annually per loan based upon loan type $55 - $105 $35 - $60 Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life 1.21% 2.21% The Company is exposed to interest rate risk as benchmark mortgage interest rates directly affect the prepayment speeds used in valuing our mortgage servicing rights, which is partially managed through forward sales of residential mortgage-backed securities and forward sales contracts. 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 daily for changes in market conditions and adjusted to better correlate with actual performance of BOK Financial’s servicing portfolio. 106 Stratification of the mortgage loan-servicing portfolio, outstanding principal of loans serviced and weighted average prepayment rate by interest rate at December 31, 2011 follows (in thousands): < 4.50% 4.50% - 5.49% 5.50% - 6.49% > 6.49% Total Fair value $ 19,911 $ 50,637 $ 12,736 $ 3,499 $ 86,783 Outstanding principal of loans serviced for others $ 2,125,412 $ 5,227,723 $ 2,822,476 $ 1,125,375 $ 11,300,986 Weighted average prepayment rate1 14.42% 1 Annual prepayment estimates based upon loan interest rate, original term and loan type 10.88% 39.40% 49.68% 23.50% The interest rate sensitivity of our mortgage servicing rights and securities and derivative contracts held as an economic hedge is modeled over a range of +/- 50 basis points. At December 31, 2011, a 50 basis point increase in mortgage interest rates is expected to decrease the fair value of our mortgage servicing rights, net of economic hedge, by $740 thousand. A 50 basis point decrease in mortgage interest rates is expected to decrease the fair value of our mortgage servicing rights, net of economic hedge, by $4.8 million. In our model, changes in the value of our servicing rights due to changes in interest rates assume stable relationships between mortgage rates and prepayment speeds. Changes in market condition can cause variation from these assumptions. These factors and others may cause changes in the value of our mortgage servicing rights to differ from our expectations. The aging status of our mortgage loans serviced for others by investor at December 31, 2011 follows (in thousands): Current $ 5,254,662 1,564,151 3,593,523 425,770 $ 10,838,106 30 to 59 Days $ 56,789 27,623 159,869 14,480 $ 258,761 Past Due 60 to 89 Days $ 15,965 8,786 40,185 3,526 $ 68,462 90 Days or More $ 57,076 26,871 38,508 13,202 $ 135,657 Total $ 5,384,492 1,627,431 3,832,085 456,978 $ 11,300,986 FHLMC FNMA GNMA Other Total The Company has off-balance sheet credit risk related to residential mortgage loans sold to U.S. government agencies with recourse prior to 2008 under various community development programs. These loans consist of first lien, fixed rate residential mortgage loans underwritten to standards approved by the agencies including full documentation and originated under programs available only for owner- occupied properties. However, these loans have a higher risk of delinquency and loss given default than traditional residential mortgage loans. The Company no longer sells residential mortgage loans with recourse other than obligations under standard representations and warranties. The recourse obligation relates to loan performance for the life of the loan and the Company is obligated to repurchase the loan at the time of foreclosure for the unpaid principal balance plus unpaid interest. The principal balance of residential mortgage loans sold subject to recourse obligations totaled $259 million at December 31, 2011 and $289 million at December 31, 2010. A separate accrual for these off-balance sheet commitments is included in Other liabilities in the Consolidated Balance Sheets totaling $19 million at December 31, 2011 and $17 million at December 31, 2010. At December 31, 2011, approximately 6% of the loans sold with recourse with an outstanding principal balance of $15 million were either delinquent more than 90 days, in bankruptcy or in foreclosure and 7% with an outstanding balance of $18 million were past due 30 to 89 days. The provision for credit losses on loans sold with recourse is included in Mortgage banking costs in the Consolidated Statements of Earnings. The activity in the allowance for losses on loans sold with recourse included in Other liabilities in the Consolidated Balance Sheets is summarized as follows (in thousands): 2011 2010 2009 Beginning balance Provision for recourse losses Loans charged off, net Ending balance $ 16,667 8,611 (6,595) $ 18,683 $ 13,781 7,895 (5,009) $ 16,667 $ 8,767 12,210 (7,196) $ 13,781 The Company also has off-balance sheet credit risk for residential mortgage loans sold to government sponsored entities due to standard representations and warranties made under contractual agreements. At December 31, 2011, the Company had unresolved deficiency requests from the agencies on 247 loans with an aggregate outstanding balance of $37 million. At December 31, 2010 the Company had unresolved deficiency requests from the agencies on 140 loans with an aggregate outstanding balance of $22 million. The Company repurchased 10 loans from the agencies during 2011 for $1.0 million and recognized $295 thousand in losses. The Company provided indemnification for 10 additional loans with an unpaid principal balance of $1.1 million. The Company repurchased 11 loans for approximately $301 thousand from the agencies during 2010, which resulted in no losses to the Company. During 2010, the Company established an accrual for credit losses related to potential loan repurchases under representations and warranties which is included in Other liabilities in the Consolidated Balance Sheets and in Mortgage banking costs in the Consolidated Statements of Earnings. This accrual totaled $2.2 million at December 31, 2011. 107 (8) Deposits Interest expense on deposits is summarized as follows (in thousands): 2011 2009 2010 Transaction deposits Savings Time: Certificates of deposits under $100,000 Certificates of deposits $100,000 and over Other time deposits Total time Total $ 23,415 719 $ 38,886 719 $ 51,607 614 26,476 31,210 57,486 21,175 17,105 64,756 $ 88,890 19,235 16,215 66,660 $ 106,265 37,193 17,462 112,141 $ 164,362 The aggregate amounts of time deposits in denominations of $100,000 or more at December 31, 2011 and 2010 were $2.1 billion and $2.2 billion, respectively. Time deposit maturities are as follows: 2012 – $1.8 billion, 2013 – $465 million, 2014 – $112 million, 2015 – $249 million, 2016 – $323 million and $479 million thereafter. At December 31, 2011 and 2010, the Company had $219 million and $210 million, respectively, in fixed rate, brokered certificates of deposits. The weighted-average interest rate paid on these certificates was 3.62% in 2011 and 3.82% in 2010. Interest expense on time deposits was reduced by $1.6 million in 2011, $4.0 million in 2010 and $11.5 million in 2009 from the net accrued settlement of interest rate swaps. The aggregate amount of overdrawn transaction deposits that have been reclassified as loan balances was $7.5 million at December 31, 2011 and $13.5 million at December 31, 2010. (9) Other Borrowings Information relating to other borrowings is summarized as follows (dollars in thousands): 2011 2010 2009 Maximum Outstanding At Any Balance Rate Month End Maximum Outstanding At Any Maximum Outstanding At Any Balance Rate Month End Balance Rate Month End Parent Company and Other Non-Bank Subsidiaries: Revolving, unsecured line Trust preferred debt Total Parent Company and $ Other Non-Bank Subsidiaries – – – – % $ – – 8,763 $ – – % $ – $ 7,217 6.42 7,217 – 7,217 6.42 – % $ 50,000 12,372 7,217 7,217 Subsidiary Bank: Funds purchased Repurchase agreements Federal Home Loan Bank advances Federal Reserve advances Subordinated debentures GNMA repurchase liability Other Total subsidiary banks 1,063,318 0.07 1,233,064 0.12 1,706,893 1,393,237 1,025,018 0.11 1,258,762 0.59 1,465,983 1,258,762 1,315,133 0.14 1,156,610 0.46 2,002,285 1,156,610 4,837 0.38 – – 398,881 5.74 53,082 5.79 16,566 3.23 2,769,748 1.06 201,674 – 398,881 118,595 45,366 801,797 0.14 – – 398,701 5.78 – – 24,564 0.46 3,508,842 0.95 2,277,977 400,000 398,701 – 25,326 1,253,051 0.23 850,000 0.25 398,539 5.53 – – 23,089 0.22 4,996,422 0.70 2,053,130 1,100,000 398,539 – 31,577 Total other borrowings $ 2,769,748 1.07% $ 3,516,059 0.98% $ 5,003,639 0.72% 108 Aggregate annual principal repayments at December 31, 2011 are as follows (in thousands): 2012 2013 2014 2015 2016 Thereafter Total Parent Company Subsidiary Bank $ $ – – – – – – – $ 2,353,579 1,722 525 525 149,666 263,731 $ 2,769,748 Funds purchased are unsecured and generally mature within one to ninety days from the transaction date. Securities repurchase agreements are recorded as secured borrowings that generally mature within ninety days and are secured by certain available for sale securities. There was no outstanding accrued interest payable related to repurchase agreements at December 31, 2011. Accrued interest payable related to repurchase agreements totaled $186 thousand at December 31, 2010. Additional information relating to securities sold under agreements to repurchase and related liabilities at December 31, 2011 and 2010 is as follows (dollars in thousands): Security Sold/Maturity U.S. Agency Securities: Overnight1 Long-term Total Agency Securities Security Sold/Maturity U.S. Agency Securities: Overnight1 Long-term Total Agency Securities December 31, 2011 Amortized Cost Market Value Repurchase Liability1 Average Rate $ 1,583,958 – $ 1,583,958 $ 1,628,547 – $ 1,628,547 $ 1,231,426 – $ 1,231,426 0.09% – 0.09% December 31, 2010 Amortized Cost Market Value Repurchase Liability1 Average Rate $ 1,357,440 132,130 $ 1,489,570 $ 1,399,570 139,344 $ 1,538,914 $ 1,108,769 170,155 $ 1,278,924 0.25% 4.72 0.85% 1 BOK Financial maintains control over the securities underlying overnight repurchase agreements and generally transfers control over securities underlying longer-term dealer repurchase agreements to the respective counterparty. Borrowings from the Federal Home Loan Banks are used for funding purposes. In accordance with policies of the Federal Home Loan Banks, BOK Financial has granted a blanket pledge of eligible assets (generally unencumbered U.S. Treasury and residential mortgage- backed securities, 1-4 family loans and multifamily loans) as collateral for these advances. The Federal Home Loan Banks have issued letters of credit totaling $311 million to secure BOK Financial’s obligations to depositors of public funds. The unused credit available to BOK Financial at December 31, 2011 pursuant to the Federal Home Loan Bank’s collateral policies is $1.6 billion. On June 9, 2011, the Company terminated its unsecured revolving credit agreement with George B. Kaiser, its Chairman and principal shareholder. There were no amounts outstanding under this credit agreement and no penalties or costs were paid by the Company for termination of the agreement. The credit agreement was replaced with a $100 million senior unsecured 364 day revolving credit facility with Wells Fargo Bank, National Association, administrative agent and other commercial banks (“the Credit Facility”). Interest on amounts outstanding under the Credit Facility is to be paid at a defined base rate minus 1.25% or LIBOR plus 1.50% based upon the Company’s option. A commitment fee equal to 0.20% shall be paid quarterly on the unused portion of the credit commitment under the Credit Facility and there are no prepayment penalties. Any amounts outstanding at the end of the Credit Facility term shall be converted into a term loan which, except for amounts borrowed for certain acquisitions, shall be payable June 7, 2012. The Credit Facility contains customary representations and warranties, as well as affirmative and negative covenants, including limits on the Company’s ability to borrow additional funds, make investments or sell assets. These covenants also require BOKF to maintain minimum capital levels. No amounts were outstanding under the Credit Facility at December 31, 2011 and the Company met all of the covenants. In 2007, the Bank issued $250 million of subordinated debt due May 15, 2017. Interest on this debt is based upon a fixed rate of 5.75% through May 14, 2012 and on a floating rate of three-month LIBOR plus 0.69% thereafter. The proceeds of this debt were used to fund the Worth National Bank and First United Bank acquisitions and to fund continued asset growth. In 2005, the Bank issued $150 million of 10-year, fixed rate subordinated debt. The cost of this subordinated debt, including issuance discounts and hedge loss is 5.56%. The proceeds of this debt were used to repay $95 million of BOK Financial’s unsecured revolving line of credit and to provide additional capital to support asset growth. During 2006, a $150 million notional amount interest rate swap was designated as a hedge of changes in fair value of the subordinated debt due to changes in interest rates. The Company received a fixed rate of 5.257% and paid a variable rate based on 1-month LIBOR. This fair value hedging relationship was discontinued and the interest rate swap was terminated in April 2007. 109 The Company has a liability related to the repurchase of certain delinquent residential mortgage loans previously sold into GNMA mortgage pools. Interest is payable at rates contractually due to investors. (10) Federal and State Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows (in thousands): Deferred tax liabilities: Available for sale securities mark-to- market Depreciation Mortgage servicing rights Lease financing Other Total deferred tax liabilities Deferred tax assets: Stock-based compensation Credit loss allowances Valuation adjustments Deferred book income Deferred compensation Book expense in excess of pension contribution Other Total deferred tax assets Deferred tax assets in excess of deferred tax liabilities December 31, 2011 2010 $ 86,400 29,400 48,900 13,200 18,400 196,300 $ 77,700 17,400 43,800 14,700 13,600 167,200 10,100 102,700 42,300 9,200 29,500 1,900 38,500 234,200 8,300 116,900 36,400 12,700 22,300 1,000 27,700 225,300 $ 37,900 $ 58,100 The significant components of the provision for income taxes attributable to continuing operations for BOK Financial are shown below (in thousands): Year ended December 31, 2010 2011 2009 Current tax expense: Federal State Total current tax expense $ 137,802 16,085 153,887 $ 132,165 17,618 149,783 $ 112,163 16,759 128,922 Deferred tax (benefit): Federal State Total deferred tax (benefit) 3,882 742 4,624 Total income tax expense $ 158,511 (24,714) (1,712) (26,426) $ 123,357 (19,835) (2,382) (22,217) $ 106,705 The reconciliations of income attributable to continuing operations computed at the U.S. federal statutory tax rates to income tax expense are as follows (in thousands): Year ended December 31, 2009 2010 2011 Amount: Federal statutory tax Tax exempt revenue Effect of state income taxes, net of federal benefit Non-controlling interest Utilization of tax credits Bank-owned life insurance Reduction of tax accrual Other, net Total $156,917 $130,078 $108,752 (4,616) (5,404) (5,357) 11,198 (1,382) (2,972) (3,879) (1,764) 5,750 9,165 (1,204) (1,327) (3,424) – (641) $158,511 $123,357 $106,705 9,740 (539) (6,317) (4,133) (2,245) 2,177 Due to the favorable resolution of certain tax issues for the tax periods ended December 31, 2007and December 31, 2006, BOK Financial reduced its tax accrual by $1.8 million and $2.2 million in 2011 and 2010, respectively, which was credited against current income tax expense. 110 Year ended December 31, 2009 2010 2011 Percent of pretax income: Federal statutory rate Tax-exempt revenue Effect of state income taxes, net of federal benefit Non-controlling interest Utilization of tax credits Bank-owned life insurance Reduction of tax accrual Other Total 35% (1) 2 – (1) (1) – 1 35% 35% (1) 3 – (2) (1) (1) – 33% 35% (2) 3 (1) – (1) – – 34% A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance as of January 1 Additions for tax for current year positions Settlements during the period Decreases in tax for prior year positions Lapses of applicable statute of limitations Balance as of December 31 2009 2011 2010 $ 11,900 $ 12,300 $ 13,200 4,050 – (700) (4,250) $11,900 $ 12,300 6,390 (2,510) – (3,550) $ 12,230 3,700 – – (4,100) Any of the above unrecognized tax benefits, if recognized, would affect the effective tax rate. BOK Financial recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company recognized $1.9 million for 2011, $1.3 million for 2010 and $1.4 million for 2009, in interest and penalties. The Company had approximately $3.4 million and $3 million for the payment of interest and penalties accrued as of December 31, 2011 and 2010, respectively. Federal statutes remain open for federal tax returns filed in the previous three reporting periods. Various state income tax statutes remain open for the previous three to six reporting periods. The Internal Revenue Service is currently auditing the federal income tax return of BOK Financial for the year ended December 31, 2008. Management does not anticipate a material impact to the financial statements as a result of the audit. (11) Employee Benefits BOK Financial sponsors a defined benefit cash balance Pension Plan for all employees who satisfy certain age and service requirements. Pension Plan benefits were curtailed as of April 1, 2006. No participants may be added to the plan and no additional service benefits will be accrued. Interest accrues on employees’ account balances at 5.25%. The following table presents information regarding this plan (dollars in thousands): Change in projected benefit obligation: Projected benefit obligation at beginning of year Interest cost Actuarial loss Benefits paid Projected benefit obligation at end of year1,2 Change in plan assets: Plan assets at fair value at beginning of year Actual return on plan assets Benefits paid Plan assets at fair value at end of year Funded status of the plan Components of net periodic benefit costs: Interest cost Expected return on plan assets Amortization of unrecognized net loss Net periodic pension cost 1 Projected benefit obligation equals accumulated benefit obligation. 2 Projected benefit obligation is based on a January 1 measurement date. 111 December 31, 2011 2010 $ 48,373 2,157 2,461 (2,778) $ 50,213 $ 44,477 2,160 (2,778) $ 43,859 $ $ $ $ 46,581 2,257 1,489 (1,954) 48,373 41,689 4,742 (1,954) 44,477 $ (6,354) $ (3,896) $ 2,157 (1,957) 3,659 $ 3,859 $ $ 2,257 (2,126) 2,912 3,043 Weighted-average assumptions as of December 31: Discount rate Expected return on plan assets Rate of compensation increase 2011 4.11% 5.25% N/A 2010 4.75% 5.25% N/A As of December 31, 2011, expected future benefit payments related to the Pension Plan were as follows (in thousands): 2012 2013 2014 2015 2016 2017 through 2019 $ 6,337 3,735 3,749 3,813 3,817 16,887 $38,338 Assets of the Pension Plan consist primarily of shares in the Cavanal Hill Balanced Fund. The stated objective of this fund is to provide an attractive total return through a broadly diversified mix of equities and bonds. The typical portfolio mix is approximately 60% equities and 40% bonds. The net asset value of shares in the Cavanal Hill Funds is reported daily based on market quotations for the Fund’s securities. If market quotations are not readily available, the securities’ fair values are determined by the Fund’s pricing committee. The inception-to- date return on the fund, which is used as an indicator when setting the expected return on plan assets, was 6.80%. As of December 31, 2011, the expected return on plan assets for 2012 is 5.25%. The maximum allowed Pension Plan contribution for 2011 was $26 million. No minimum contribution was required for 2011. The minimum contribution was made for 2010 and 2009. We expect approximately $3.9 million of net pension costs currently in accumulated other comprehensive income to be recognized as net periodic pension cost in 2012. Employee contributions to the Thrift Plan are eligible for Company matching equal to 6% of base compensation, as defined in the plan. The Company-provided matching contribution rates range from 50% for employees with less than four years of service to 200% for employees with 15 or more years of service. Additionally, a maximum Company-provided, non-elective annual contribution of up to $750 is made for employees whose annual base compensation is less than $40,000. Total non-elective contributions were $933 thousand for 2011, $1.0 million for 2010 and $998 thousand in 2009. Participants may direct investments in their accounts to a variety of options, including a BOK Financial common stock fund. Employer contributions, which are invested in accordance with the participant’s investment options, vest over five years. Thrift Plan expenses were $15.4 million for 2011, $14.3 million for 2010 and $13.0 million for 2009. BOK Financial also sponsors a defined benefit post-retirement employee medical plan, which pays 50 percent of annual medical insurance premiums for retirees who meet certain age and service requirements. Assets of the retiree medical plan consist primarily of shares in a cash management fund. The post-retirement medical plan is limited to current retirees and certain employees who were age 60 or older at the time the plan was frozen in 1993. The net obligation recognized under the plan was $2.2 million at December 31, 2011 and December 31, 2010. A 1% change in medical expense trends would not significantly affect the net obligation or cost of this plan. BOK Financial offers numerous incentive compensation plans that are aligned with the Company’s growth strategy. Compensation awarded under these plans may be based on defined formulas, other performance criteria or discretionary. Incentive compensation is designed to motivate and reinforce sales and customer service behavior in all markets. Earnings were charged $117.8 million in 2011, $104.0 million in 2010 and $91.2 million in 2009 for incentive compensation plans. (12) Stock Compensation Plans The shareholders and Board of Directors of BOK Financial have approved various stock-based compensation plans. An independent compensation committee of the Board of Directors determines the number of awards granted to the Chief Executive Officer and other senior executives. Stock-based compensation is granted to other officers and employees and is approved by the independent compensation committee upon recommendation of the Chairman of the Board and the Chief Executive Officer. These awards include stock options subject to vesting requirements and non-vested shares. Generally, one-seventh of the options awarded vest annually and expire three years after vesting. Additionally, stock options that vest in two years and expire 45 days after vesting have been awarded. Non-vested shares vest five years after the grant date. The holders of these non-vested shares may be required to retain the shares for a three-year period after vesting. The Chief Executive Officer and other senior executives participate in an Executive Incentive Plan. The number of options and non-vested shares may increase or decrease based upon the Company’s growth in earnings per share over a three-year period compared to the median growth in earnings per share for a designated peer group of financial institutions and other individual performance factors. On April 26, 2011 shareholders approved the BOK Financial Corporation 2011 True-up Plan. The True-Up Plan was intended to address inequality in the Executive Incentive Plan as a result of certain peer banks that performed poorly during the most recent economic cycle. The True-Up Plan was designed to allow for adjustment upward or downward of certain executive officers annual and long-term compensation levels based on comparable executives at peer banks with similar earnings per share performance for the years 2006 through 2013. Compensation is determined by ranking the BOK Financial’s earning per share performance to peer banks and then aligning compensation with the peer bank that most closely relates to the BOK Financial’s earnings per share performance. 112 The following table presents stock options outstanding during 2011, 2010 and 2009 under these plans (in thousands, except for per share data): Weighted- Average Exercise Price $45.77 37.24 33.49 44.83 51.76 $44.58 48.30 39.29 46.89 51.35 $45.62 55.94 44.35 47.93 54.13 Number 3,575,468 913,880 (280,572) (487,793) (199,220) 3,521,763 345,945 (486,280) (97,443) (148,651) 3,135,334 185,007 (576,518) (60,005) (62,471) Aggregate Intrinsic Value $ 19,200 $ 10,359 $ 24,405 2,621,347 $47.01 $ 20,769 903,380 805,781 825,682 $43.37 $45.26 $46.72 $ 3,745 $ 6,556 $ 6,779 Options outstanding at December 31, 2008 Options awarded Options exercised Options forfeited Options expired Options outstanding at December 31, 2009 Options awarded Options exercised Options forfeited Options expired Options outstanding at December 31, 2010 Options awarded Options exercised Options forfeited Options expired Options outstanding at December 31, 2011 Options vested at: December 31, 2009 December 31, 2010 December 31, 2011 The following table summarizes information concerning currently outstanding and vested stock options: Options Outstanding Options Vested Weighted Average Weighted Remaining Average Weighted Average Number Contractual Exercise Number Exercise Price Outstanding Life (years) Vested Price Range of Exercise Prices $30.50 – 30.87 36.65 37.74 45.15 – 47.34 47.05 – 48.53 47.67 48.30 48.46 54.33 55.94 30,044 536,106 81,535 217,277 274,770 27,484 220,072 523,725 429,016 281,318 0.95 4.00 1.50 2.00 2.50 0.12 5.00 3.50 3.00 6.00 $30.79 36.65 37.74 47.31 47.05 47.67 48.30 48.46 54.33 55.94 30,044 $30.79 36.65 65,348 37.74 81,535 139,202 47.30 125,948 47.05 27,484 47.67 48.30 8,942 159,411 48.46 187,768 54.33 – – The aggregate intrinsic value of options exercised was $5.5 million for 2011, $6.1 million for 2010 and $3.8 million for 2009. 113 Compensation expense for stock options is generally recognized based on the fair value of options granted over the options’ vesting period. The fair value of options was determined as of the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: 2011 2010 2009 Average risk-free interest rate1 Dividend yield Volatility factors Weighted average expected life Weighted average fair value 1.87% 1.80% 0.268 4.9 years $11.92 2.36% 2.00% 0.261 4.9 years $10.17 1.32% 2.50% 0.218 4.9 years $5.36 1 Average risk-free interest rate represents U.S. Treasury rates matched to the expected life of the options. Stock option expense totaled $10.0 million for 2011, $8.3 million for 2010 and $5.9 million for 2009. Compensation cost of stock options granted that may be recognized as compensation expense in future years totaled $4.9 million at December 31, 2011. Subject to adjustments for forfeitures, we expect to recognize compensation expense for current outstanding options of $2.2 million in 2012, $1.3 million in 2013, $758 thousand in 2014, $394 thousand in 2015, $183 thousand in 2016 and $63 thousand thereafter. The following represents a summary of the non-vested stock awards as of December 31, 2011 (in thousands): Non-vested at January 1, 2011 Granted Vested Forfeited Non-vested at December 31, 2011 Weighted Average Grant Date Fair Value $ 55.94 55.07 46.84 Shares 415,508 142,756 (44,887) (9,639) 503,738 Unrecognized compensation cost of non-vested shares totaled $10.9 million at December 31, 2011. Subject to adjustment for forfeitures, we expect to recognize compensation expense of $3.6 million in 2012, $3.3 million in 2013, $2.6 million in 2014 and $1.4 million in 2015 and $47 thousand in 2016. BOK Financial permits certain executive officers to defer recognition of taxable income from their stock-based compensation. Deferred compensation may also be diversified into investments other than BOK Financial common stock. Stock-based compensation subject to these deferral plans is recognized as a liability award rather than as an equity award. Compensation expense is based on the fair value of the award recognized over the vesting period. The recorded obligation for liability awards totaled $1.3 million at December 31, 2011 and $2.0 million at December 31, 2010. Compensation cost of liability awards was an expense of $760 thousand in 2011, $1.9 million in 2010 and $1.3 million in 2009. Based on the most recent available information, the Company recorded $9.5 million of additional compensation expense for liability awards related to the True-Up Plan during 2011. In the present economic environment, performance measurement through 2013 may be volatile and could result in future adjustments upward or downward to compensation expense. During January 2012, BOK Financial awarded the following stock-based compensation: Number Exercise Price Fair Value / Award Equity awards: Stock options Non-vested stock Total equity awards Total stock-based awards 87,748 148,887 236,635 236,635 $58.76 – $11.48 58.76 The aggregate compensation cost of these awards totaled approximately $9.8 million. This cost will be recognized over the vesting periods, subject to adjustments for forfeitures. None of the stock-based compensation awards in January 2012 are subject to deferred compensation plans. 114 (13) Related Parties In compliance with applicable regulations, the Company may extend credit to certain executive officers, directors, principal shareholders and their affiliates (collectively referred to as “related parties”) in the ordinary course of business under substantially the same terms as comparable third-party lending arrangements. The Company’s loans to related parties do not involve more than the normal credit risk and there are no nonaccrual or impaired related party loans outstanding at December 31, 2011 or 2010. Activity in loans to related parties is summarized as follows (in thousands): 2011 2010 Beginning balance Advances Payments Adjustments1 Ending balance 1 Adjustments generally consist of changes in status as a related party. $ 168,935 300,080 (285,909) (83,766) $ 99,340 $ 217,698 510,663 (544,977) (14,449) $ 168,935 Certain related parties are customers of the Company for services other than loans, including consumer banking, corporate banking, risk management, wealth management, brokerage and trading, or fiduciary/trust services. The Company engages in transactions with related parties in the ordinary course of business in compliance with applicable regulations. The Company had an unsecured revolving credit agreement with George B. Kaiser, its Chairman and principal shareholder which was terminated during 2010 as more fully described in Note 9. The Company also rents office space in facilities owned by affiliates of Mr. Kaiser. Lease payments totaled $1.1 million for 2011, $1.1 million for 2010 and $1.0 million for 2009. In 2008, the Company entered into a $25 million loan commitment with the Tulsa Community Foundation (“TCF”) to be secured by tax- exempt bonds purchased from the Tulsa Stadium Trust (the “Stadium Trust”) by TCF. The Stadium Trust is an Oklahoma public trust, of which the City of Tulsa is the sole beneficiary. Stanley A. Lybarger, President and CEO of the Company, is Chairman of the Stadium Trust. Cavanal Hill Investment Management, Inc., a wholly-owned subsidiary of the Bank, is the administrator to and investment advisor for the Cavanal Hill Funds (the "Funds"), a diversified, open-ended investment company established as a business trust under the Investment Company Act of 1940 (the "1940 Act"). The Bank is custodian and BOSC, Inc. is distributor for the Funds. The Funds’ products are offered to customers, employee benefit plans, trusts and the general public in the ordinary course of business. Approximately 99% of the Funds’ assets of $2.9 billion are held for the Company's clients. A Company executive officer serves on the Funds' board of trustees and officers of the Bank serve as president and secretary of the Funds. A majority of the members of the Funds’ board of trustees are, however, independent of the Company and the Funds are managed by its board of trustees. (14) Commitments and Contingent Liabilities Litigation Contingencies BOSC, Inc. was joined as a defendant in a class action brought on behalf of unit holders of SemGroup Energy Partners, LP in the United States District Court for the Northern District of Oklahoma pursuant to Sections 11 and 12(a)(2) of the Securities Act of 1933 against all of the underwriters of issuances of partnership units. During 2011, the action was settled and dismissed with prejudice at no material loss to BOSC. In 2010, the Bank was named as a defendant in three putative class actions alleging that the manner in which the bank posted charges to its consumer demand deposit accounts breached an implied obligation of good faith and fair dealing and violates the Oklahoma Consumer Protection Act. The actions also alleged that the manner in which the bank posted charges to its consumer demand deposit accounts is unconscionable, constituted conversion and unjustly enriched the bank. Two of the actions were pending in the District Court of Tulsa County. The third action, originally brought in the United States District Court for the Western District of Oklahoma, was transferred to Multi-District Litigation in the Southern District of Florida. Each of the actions sought to establish a class consisting of all consumer customers of the Bank. The actions were combined into one class action and on November 23, 2011, the Company settled the class action lawsuit for $19 million, subject to approval of the settlement by the District Court in the Multi-District Litigation. Management was advised by counsel that, in its opinion, the Company’s overdraft practices meet all requirements of law. In the settlement, the Bank has not agreed to change its overdraft practices. The Company chose to settle and resolve the litigation to avoid further expense and distraction. The amount of the settlement has been fully accrued as of December 31, 2011. The Bank was named as a defendant in an action in the Eastern District of Texas, Tyler Division, by a patent holder alleging that the check image capture processes used by the Bank infringe upon its patent. The Bank resolved the dispute by taking a license from the plaintiff patent holder at no material cost. In an opinion dated October 11, 2011, the Oklahoma Supreme Court invalidated, pursuant to a petition brought by certain taxpayers, a $7.1 million settlement agreement between the Bank and the City of Tulsa (“the City”). The agreement had settled claims asserted by the Bank against the City and against the Tulsa Airports Improvement Trust related to a defaulted loan made by the Bank to a start-up airline. The 115 Trust agreed to purchase the loan and its collateral from the Bank in the event of a default by the airline. Counsel to the taxpayers has filed a motion to reconsider the opinion related to a claim by such counsel for attorney fees and the matter is still pending in the Supreme Court. If and when a mandate is issued on the opinion without material change as is anticipated, the Company intends to return the $7.1 million to the City and pursue its claims against the Trust. The settlement amount is included in the accrual for off-balance sheet credit risk. 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. This contingent liability totaled $774 thousand at December 31, 2011. Visa funded an escrow account to cover litigation claims, including covered litigation losses under the retrospective responsibility plan, with proceeds from its initial public offering in 2008 and from available cash. BOK Financial recognized a $774 thousand receivable for its proportionate share of this escrow account. BOK Financial currently owns 251,837 Visa Class B shares which are convertible into Visa Class A shares at the later of three years after the date of Visa’s initial public offering or the final settlement of all covered litigation. The current exchange rate is approximately 0.4881 Class A shares for each Class B share. However, the Company’s Class B shares may be diluted in the future if the escrow fund is not adequate to cover future covered litigation costs. Therefore, no value has currently been assigned to the Class B shares and no value may be assigned until the Class B shares are converted into a known number of Class A shares. In the ordinary course of business, BOK Financial and its subsidiaries are subject to legal actions and complaints. Management believes, based upon the opinion of counsel, that the actions and liability or loss, if any, resulting from the final outcomes of the proceedings will not have a material effect on the Company’s financial condition, results of operations or cash flows. Alternative Investment Commitments The Company sponsors two private equity funds and invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on either the variable interest model or voting interest model determined by the nature of the entity. Variable interest entities are generally defined as entities that either do not have sufficient equity to finance their activities without support from other parties or whose equity investors lack a controlling financial interest. Variable interest entities are consolidated based on the determination that the Company is the primary beneficiary including the power to direct the activities that most significantly impact the variable interest’s economic performance and the obligation to absorb losses of the variable interest or the right to receive benefits of the variable interest that could be significant to the variable interest. BOKF Equity, LLC, an indirect wholly-owned subsidiary, is the general partner of two consolidated private equity funds (“the Funds”). The Funds provide alternative investment opportunities to certain customers, some of which are related parties, through unaffiliated limited partnerships. The Funds generally invested in distressed assets, asset buy-outs or venture capital companies. As general partner, BOKF Equity, LLC has the power to direct activities that most significantly affect the Funds’ performance and contingent obligations to make additional investments totaling $10 million as of December 31, 2011. Substantially all of the obligations are offset by limited partner commitments. The Company does not accrue its contingent liability to fund investments. Consolidated tax credit entities represent the Company’s interest in entities earning federal new market tax credits related to qualifying loans for which the Company has the power to direct the activities that most significantly impact the variable interest’s economic performance of the entity including being the primary beneficiary of or the obligation to absorb losses of the variable interest that could be significant to the variable interest. The Company also has interests in various unrelated alternative investments generally consisting of unconsolidated limited partnership interests in or loans to entities for which investment return is in the form of tax credits or that invest in distressed real estate loans and properties, energy development, venture capital and other activities. The Company is prohibited by banking regulations from controlling or actively managing the activities of these investments and the Company’s maximum exposure to loss is restricted to its investment balance. The Company's obligation to fund alternative investments is included in Other liabilities in the Consolidated Balance Sheets. 116 A summary of consolidated and unconsolidated alternative investments as of December 31, 2011 and 2010 follows (in thousands): Consolidated: Private equity funds Tax credit entities Other Total consolidated Unconsolidated: Tax credit entities Other Total unconsolidated December 31, 2011 Loans Other assets Other liabilities Other borrowings Non- controlling interest $ – 10,000 – $ 10,000 $ 30,902 14,483 7,206 $ 52,591 $ $ – – – – $ $ – – – $ 37,890 10,950 $ 48,840 $ 16,084 2,194 $ 18,278 $ $ $ $ – 10,964 – 10,964 – – – $ $ $ $ 26,042 10,000 142 36,184 – – – December 31, 2010 Loans Other assets Other liabilities Other borrowings Non- controlling interest Consolidated: Private equity funds Tax credit entities Other Total consolidated Unconsolidated: Tax credit entities Other Total unconsolidated $ $ $ $ – – – – – – – $ 25,436 – 7,516 $ 32,952 $ $ – – – – $ 28,580 9,880 $ 38,460 $ 15,668 2,974 $ 18,642 $ $ $ $ – – – – – – – $ $ $ $ 21,957 – 195 22,152 – – – Other Commitments and Contingencies At December 31, 2011 Cavanal Hill Funds’ assets included $1.4 billion of U.S. Treasury, $883 million of cash management, and $343 million of tax-free money market funds. Assets of these funds consist of highly-rated, short-term obligations of the U.S. Treasury, corporate issuers and U.S. states and municipalities. The net asset value of units in these funds was $1.00 at December 31, 2011. An investment in these funds is not insured by the Federal Deposit Insurance Corporation or guaranteed by BOK Financial or any of its subsidiaries. BOK Financial may, but is not obligated to purchase assets from these funds to maintain the net asset value at $1.00. No assets were purchased from the funds in 2011, 2010 or 2009. Cottonwood Valley Ventures, Inc. (“CVV, Inc.”), an indirect wholly-owned subsidiary of BOK Financial, is being audited by the Oklahoma Tax Commission (“OTC”) for tax years 2007 through 2009. CVV, Inc. is a qualified venture capital company under the applicable Oklahoma statute. As authorized by the statute, CVV, Inc. generates transferable Oklahoma state income tax credits by providing direct debt financing to private companies which qualify as statutory business ventures. Due to certain statutory limitations on utilization of such credits, CVV, Inc. must sell the majority of the credits to provide the economic incentives provided for by the statute. In the event the OTC disallows any such credits, CVV, Inc. would be required to indemnify purchasers for the tax credits disallowed. Management does not anticipate that this audit will have a material adverse impact to the consolidated financial statements. The Bank is obligated under a long-term lease for its bank premises owned by Williams Companies, Inc. and located in downtown Tulsa. The former Chairman and CEO of the Williams Companies, Inc. is a director of BOK Financial Corporation. The lease term, which began November 1, 1976, is for fifty-seven years with options to terminate in 2014 and 2024. Annual base rent is $3.2 million. The Bank subleased a portion of this space in 2009 & 2010. Net rent expense on this lease for those years was $3.0 million. Total rent expense for BOK Financial was $20.6 million in 2011, $21.2 million in 2010 and $21.4 million in 2009. At December 31, 2011, future minimum lease payments for equipment and premises under operating leases were as follows: $19.1 million in 2012, $17.8 million in 2013, $17.0 million in 2014, $16.2 million in 2015, $14.3 million in 2016 and $85.9 million thereafter. Premises leases may include options to renew at then current market rates and may include escalation provisions based upon changes in the consumer price index or similar benchmarks. The Federal Reserve Bank requires member banks to maintain certain minimum average cash balances. These balances were $968 million and $950 million at December 31, 2011 and 2010, respectively. BOSC, Inc., a wholly-owned subsidiary of BOK Financial, is an introducing broker to Pershing, LLC for retail equity investment transactions. As such, it has indemnified Pershing, LLC against losses due to a customer’s failure to settle a transaction or to repay a 117 margin loan. All unsettled transactions and margin loans are secured as required by applicable regulation. The amount of customer balances subject to indemnification totaled $4.3 million at December 31, 2011. The Company agreed to guarantee rents totaling $28.7 million through September of 2017 to the City of Tulsa (“City”) as owner of a building immediately adjacent to the Bank’s main office for space currently rented by third-party tenants in the building. All rent payments are current. Remaining guaranteed rents totaled $17.1 million at December 31, 2011. Current leases expire or are subject to lessee termination options at various dates in 2012 and 2014. Our obligation under the agreement would be affected by lessee decisions to exercise these options. In return for this guarantee, Bank of Oklahoma will receive 80% of the net cash flow as defined in an agreement with the City through September 2017 from rental of space that was vacant at the inception of the agreement. The maximum amount that the Company may receive under this agreement is $4.5 million. (15) Shareholders’ Equity Preferred Stock One billion shares of preferred stock with a par value of $0.00005 per share are authorized. The Series A Preferred Stock has no voting rights except as otherwise provided by Oklahoma corporate law and may be converted into one share of Common Stock for each 36 shares of Series A Preferred Stock at the option of the holder. Dividends are cumulative at an annual rate of ten percent of the $0.06 per share liquidation preference value when declared and are payable in cash. Aggregate liquidation preference is $15 million. No Series A Preferred Stock was outstanding in 2011, 2010 or 2009. Common Stock Common stock consists of 2.5 billion authorized shares with a $0.00006 par value. Holders of common shares are entitled to one vote per share at the election of the Board of Directors and on any question arising at any shareholders’ meeting and to receive dividends when and as declared. Additionally, regulations restrict the ability of national banks and bank holding companies to pay dividends. Subsidiary Bank The amounts of dividends that BOK Financial’s subsidiary bank can declare and the amounts of loans the subsidiary bank can extend to affiliates are limited by various federal banking regulations and state corporate law. Generally, dividends declared during a calendar year are limited to net profits, as defined, for the year plus retained profits for the preceding two years. The amounts of dividends are further restricted by minimum capital requirements. Based on the most restrictive limitations as well as management’s internal capital policy, at December 31, 2011, BOKF subsidiaries could declare up to $15 million of dividends without regulatory approval. The subsidiary bank declared and paid dividends of $270 million in 2011, $280 million in 2010 and $172 million in 2009. As defined by banking regulations, loan commitments and equity investments to a single affiliate may not exceed 10% of unimpaired capital and surplus and loan commitments and equity investments to all affiliates may not exceed 20% of unimpaired capital and surplus. All loans to affiliates must be fully secured by eligible collateral. At December 31, 2011, loan commitments and equity investments were limited to $241 million to a single affiliate and $481 million to all affiliates. The largest loan commitment and equity investment to a single affiliate was $240 million and the aggregate loan commitments and equity investments to all affiliates were $323 million. The largest outstanding amount to a single affiliate was $29 million and the total outstanding amounts to all affiliates were $50 million. At December 31, 2010, total loan commitments and equity investments to all affiliates were $253 million. Total outstanding amounts to all affiliates were $68 million. Regulatory Capital BOK Financial and the Bank are subject to various capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that could have a material effect on BOK Financial’s operations. These capital requirements include quantitative measures of assets, liabilities and certain off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. For a banking institution to qualify as well capitalized, Tier I, Total and Leverage capital ratios must be at least 6%, 10% and 5%, respectively. Tier I capital consists primarily of common stockholders’ equity, excluding unrealized gains or losses on available for sale securities, less goodwill, core deposit premiums and certain other intangible assets. Total capital consists primarily of Tier I capital plus preferred stock, subordinated debt and allowances for credit losses, subject to certain limitations. The Bank exceeded the regulatory definition of well capitalized. 118 A summary of regulatory capital levels as of December 31, 2011 follows (dollars in thousands): Total Capital (to Risk Weighted Assets): Consolidated BOKF, NA Tier I Capital (to Risk Weighted Assets): Consolidated BOKF, NA Tier I Capital (to Average Assets): Consolidated BOKF, NA $ $ $ 2,851,099 2,329,670 2,295,061 1,775,182 2,295,061 1,775,182 16.49% 13.53 13.27% 10.31 9.15% 7.11 On January 1, 2011 the Company effected an affiliated merger of the Company’s wholly-owned subsidiary banks, Bank of Texas, N.A., Bank of Albuquerque, N.A., Bank of Arkansas, N.A., Colorado State Bank and Trust, N.A., Bank of Arizona, N.A. and Bank of Kansas City, N.A. into Bank of Oklahoma, N.A., as approved by the Office of the Comptroller of the Currency on October 6, 2010. The resulting subsidiary bank is name BOKF, NA. The Bank operates as distinct geographical regions using the trade names of the former charters. The merger allows the Company to more efficiently utilize capital. A summary of regulatory capital levels of the former subsidiary banks as of December 31, 2010 follows (dollars in thousands): Total Capital (to Risk Weighted Assets): Consolidated Bank of Oklahoma Bank of Texas Bank of Albuquerque Bank of Arkansas Colorado State Bank and Trust Bank of Arizona Bank of Kansas City Tier I Capital (to Risk Weighted Assets): Consolidated Bank of Oklahoma Bank of Texas Bank of Albuquerque Bank of Arkansas Colorado State Bank and Trust Bank of Arizona Bank of Kansas City Tier I Capital (to Average Assets): Consolidated Bank of Oklahoma Bank of Texas Bank of Albuquerque Bank of Arkansas Colorado State Bank and Trust Bank of Arizona Bank of Kansas City $ $ $ 2,651,771 1,528,078 479,682 143,225 38,065 97,592 31,298 20,408 2,076,525 1,017,458 430,534 133,487 35,423 88,723 27,977 19,247 2,076,525 1,017,458 430,534 133,487 35,423 88,723 27,977 19,247 16.20% 13.47 12.26 18.45 18.18 13.76 12.05 19.45 12.69% 8.97 11.00 17.20 16.92 12.51 10.77 18.34 8.74% 5.80 8.06 7.19 11.91 6.85 10.16 6.21 119 Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI”) includes unrealized gains and losses on available for sale (“AFS”) securities. Unrealized gain (loss) on available for sale securities also includes non-credit related unrealized losses on AFS securities for which an other-than-temporary impairment has been recorded in earnings. AOCI also includes unrealized gains on AFS securities that were transferred from AFS to investment securities during 2011. Such amounts will be amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related accretion of discount on the transferred securities. Unrealized losses on employee benefit plans will be reclassified into income as pension plan costs are recognized over the remaining service period of plan participants. Accumulated losses on the rate lock hedge of the 2005 subordinated debenture issuance will be reclassified into income over the ten-year life of the debt. Gains and losses in AOCI are net of deferred income taxes. Balance at December 31, 2008 Net change in unrealized gain (loss) Other-than-temporary impairment losses recognized in earnings Reclassification adjustment for net (gains) losses realized and included in earnings Income tax expense (benefit) Balance at December 31, 2009 Net change in unrealized gain (loss) Other-than-temporary impairment losses recognized in earnings Reclassification adjustment for net (gains) losses realized and included in earnings Income tax expense (benefit) Balance at December 31, 2010 Net change in unrealized gain (loss) Other-than-temporary impairment losses recognized in earnings Transfer of net unrealized gain from AFS to Investment securities Amortization of unrealized gain on investment securities transferred from AFS Reclassification adjustment for net (gains) losses realized and included in earnings Income tax benefit (expense) Balance at December 31, 2011 Unrealized Gain (Loss) on Investment Securities Transferred Employee from AFS Benefit Plans $ Available for Sale Securities $ (204,648) $ 369,104 – – Loss on Effective Cash Flow Hedges Total (17,039) $ 926 (1,199) $ (222,886) 370,030 – 34,413 (59,320) (132,777) 6,772 181,051 27,809 (21,882) (71,256) 122,494 45,593 23,507 – – – – – – – – – – – (12,999) 12,999 – (1,357) – – 34,413 – (360) (16,473) 4,412 262 (102) (1,039) – (59,058) (133,239) (10,740) 185,463 – – 27,809 – (1,716) (13,777) 1,694 – – – 264 (103) (878) – – – – (21,618) (73,075) 107,839 47,287 23,507 – (1,357) (34,144) (8,711) $ 135,740 $ – (4,969) 6,673 – (659) $ (12,742) $ (33,840) 304 (118) (14,457) (692) $ 128,979 (16) Earnings per Share Effective January 1, 2009, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two- class method. The Company has determined that its outstanding non-vested stock awards are participating securities. Accordingly, earnings per common share are computed using the two-class method. The following table presents the computation of basis and diluted earnings per share (dollar in thousands, except per share data): Year ended December 31, 2010 2009 2011 Numerator: Net income Earnings allocated to participating securities Numerator for basic earnings per share – income available to common shareholders Effect of reallocating undistributed earnings of participating securities Numerator for diluted earnings per share – income available to common shareholders $ 285,875 (2,214) $ 246,754 (1,583) $ 200,578 (818) 283,661 6 245,171 3 199,760 1 $ 283,667 $ 245,174 $ 199,761 Denominator: Weighted average shares outstanding Less: Participating securities included in weighted average shares outstanding Denominator for basic earnings per common share Dilutive effect of employee stock compensation plans 1 Denominator for diluted earnings per common share Basic earnings per share Diluted earnings per share 1 Excludes employee stock options with exercise prices greater than current market price. 68,313,898 (526,222) 67,787,676 251,087 68,038,763 $ 4.18 $ 4.17 68,062,047 (434,312) 67,627,735 203,999 67,831,734 $ 3.63 $ 3.61 67,653,035 (277,648) 67,375,387 112,557 67,487,944 $ 2.96 $ 2.96 769,041 1,245,483 2,735,375 120 (17) Reportable Segments BOK Financial operates three principal lines of business: commercial banking, consumer banking and wealth management. Commercial banking includes lending, treasury and cash management services and customer risk management products to small businesses, middle market and larger commercial customers. Commercial banking also includes the TransFund ATM network. Consumer banking includes retail lending and deposit services and all mortgage banking activities. Wealth management provides fiduciary services, brokerage and trading, private bank services and investment advisory services in all markets. Wealth management also originates loans for high net worth clients. In addition to its lines of business, BOK Financial has a funds management unit. The primary purpose of this unit is to manage the overall liquidity needs and interest rate risk. Each line of business borrows funds from and provides funds to the funds management unit as needed to support their operations. Operating results for funds management and other include the effect of interest rate risk positions and risk management activities, securities gains and losses including impairment charges, the provision for credit losses in excess of net loans charged off, tax planning strategies and certain executive compensation costs that are not attributed to the lines of business. Funds management and other also included the FDIC special assessment charge in the second quarter of 2009. Regular FDIC insurance assessments are charged to the business units. BOK Financial allocates resources and evaluates performance of its lines of business after allocation of funds, certain indirect expenses, taxes based on statutory rates, actual net credit losses and capital costs. The cost of funds borrowed from the funds management unit by the operating lines of business is transfer priced at rates that approximate market for funds with similar duration. Market is generally based on the applicable LIBOR or interest rate swap rates, adjusted for prepayment risk. This method of transfer-pricing funds that support assets of the operating lines of business tends to insulate them from interest rate risk. The value of funds provided by the operating lines of business to the funds management unit is based on rates which approximate the wholesale market rates for funds with similar duration and re-pricing characteristics. Market rates are generally based on LIBOR or interest rate swap rates. The funds credit formula applied to deposit products with indeterminate maturities is established based on their re- pricing characteristics reflected in a combination of the short-term LIBOR rates and a moving average of an intermediate term swap rate, with an appropriate spread applied to both. Shorter duration products are weighted towards the short-term LIBOR rate and longer duration products are weighted towards intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years. Economic capital is assigned to the business units by a capital allocation model that reflects management’s assessment of risk. This model assigns capital based upon credit, operating, interest rate and market risk inherent in our business lines and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each business line, based on its actual exposures and calibrated to its own loss history where possible. Average invested capital includes economic capital and amounts we have invested in the lines of business. Substantially all revenue is from domestic customers. No single external customer accounts for more than 10% of total revenue. Net loans charged off and provision for credit losses represents net loans charged off as attributed to the lines of business and the provision for credit losses in excess of net charge-offs included attributed to Funds Management and Other. 121 Reportable segments reconciliation to the Consolidated Financial Statements for the year ended December 31, 2011 is as follows (in thousands): Net interest revenue from external sources Net interest revenue (expense) from internal sources Net interest revenue Provision for (reduction of) allowances for credit losses Net interest revenue after provision for (reduction of) allowances for credit losses Other operating revenue Other operating expense Income before taxes Federal and state income tax Net income Net income attributable to non- controlling interest Net income attributable to BOK Financial Corp. Commercial Consumer Wealth Management Funds Management and Other BOK Financial Consolidated $ 346,861 $ 89,745 $ 26,785 $ 228,103 $ 691,494 (29,919) 316,942 33,109 122,854 15,783 42,568 (18,973) 209,130 – 691,494 21,007 13,451 2,860 (43,368) (6,050) 295,935 150,012 234,342 211,605 82,314 129,291 109,403 224,875 279,444 54,834 21,330 33,504 39,708 171,490 188,200 22,998 8,946 14,052 252,498 25,887 119,487 158,898 45,921 112,977 697,544 572,264 821,473 448,335 158,511 289,824 – – – 3,949 3,949 $ 129,291 $ 33,504 $ 14,052 $ 109,028 $ 285,875 Average assets Average invested capital $ 9,627,257 $ 5,937,585 $ 3,829,894 $ 5,100,125 $ 24,494,861 884,326 273,809 174,927 1,348,803 2,681,865 Performance measurements: Return on average assets Return on average invested capital Efficiency ratio 1.34% 14.62% 50.27% 0.56% 12.24% 74.66% 0.37% 8.03% 88.15% 1.17% 10.66% 63.27% 122 Reportable segments reconciliation to the Consolidated Financial Statements for the year ended December 31, 2010 is as follows (in thousands): Net interest revenue from external sources Net interest revenue (expense) from internal sources Net interest revenue Provision for credit losses Net interest revenue after provision for credit losses Other operating revenue Other operating expense Income before taxes Federal and state income tax Net income Net income attributable to non- controlling interest Net income attributable to BOK Financial Corp. Commercial Consumer Wealth Management Funds Management and Other BOK Financial Consolidated $ 343,241 $ 86,291 $ 31,161 $ 248,359 $ 709,052 (45,144) 298,097 70,752 227,345 140,317 233,455 134,207 52,207 82,000 47,624 133,915 24,705 109,210 215,506 242,511 82,205 31,978 50,227 12,373 43,534 10,569 32,965 165,204 177,609 20,560 7,998 12,562 (14,853) 233,506 (887) 234,393 (119) 99,595 134,679 31,174 103,505 – 709,052 105,139 603,913 520,908 753,170 371,651 123,357 248,294 – – – 1,540 1,540 $ 82,000 $ 50,227 $ 12,562 $ 101,965 $ 246,754 Average assets Average invested capital $ 9,007,403 899,005 $ 6,243,519 277,837 $ 3,499,115 169,775 $ 4,768,821 1,078,026 $ 23,518,858 2,424,643 Performance measurements: Return on average assets Return on average invested capital Efficiency ratio 0.91% 9.12% 53.05% 0.80% 18.08% 72.82% 0.36% 7.40% 85.39% 1.05% 10.18% 60.83% 123 Reportable segments reconciliation to the Consolidated Financial Statements for the year ended December 31, 2009 is as follows (in thousands): Net interest revenue from external sources Net interest revenue (expense) from internal sources Net interest revenue Provision for credit losses Net interest revenue after provision for credit losses Other operating revenue Other operating expense Income before taxes Federal and state income tax Net income Net income attributable to non- controlling interest Net income attributable to BOK Financial Corp. Commercial Consumer Wealth Management Funds Management and Other BOK Financial Consolidated $ 346,608 $ 57,647 $ 24,665 $ 281,444 $ 710,364 (50,989) 295,619 101,120 194,499 133,390 230,224 97,665 37,992 59,673 73,796 131,443 21,062 110,381 169,622 242,981 37,022 14,402 22,620 19,165 43,830 11,028 32,802 156,329 171,158 17,973 6,991 10,982 (41,972) 239,472 62,690 176,782 33,649 52,370 158,061 47,320 110,741 – 710,364 195,900 514,464 492,990 696,733 310,721 106,705 204,016 – – – 3,438 3,438 $ 59,673 $ 22,620 $ 10,982 $ 107,303 $ 200,578 Average assets Average invested capital $ 10,102,655 950,684 $ 6,148,067 253,233 $ 3,027,312 160,276 $ 3,618,007 712,848 $ 22,896,040 2,077,041 Performance measurements: Return on average assets Return on average invested capital Efficiency ratio 0.59% 6.28% 53.66% 0.37% 8.93% 81.26% 0.36% 6.85% 85.83% 0.88% 9.66% 59.07% 124 (18) Fair Value of Financial Instruments 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. 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. The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of December 31, 2011 (dollars in thousands): Range of Contractual Yields Average Re-pricing (in years) Discount Rate – – – 0.25 – 30.00% 0.38 – 18.00 0.38 – 18.00 0.38 – 21.00 0.57 1.26 3.26 0.42 0.63 – 3.85% 0.28 – 3.51 1.14 – 3.70 1.88 – 3.88 0.01 – 9.64 0.25 – 6.58 5.19 – 5.82 2.07 0.00 1.44 1.02 – 1.43 0.04 – 2.76 3.29 Estimated Fair Value $ 986,365 76,800 133,670 120,536 208,451 462,657 1,006 68,837 9,588,177 419,166 36,495 18,446 47,238 10,179,365 651,226 188,125 6,517,795 2,267,375 2,034,898 436,490 11,256,558 – 11,256,558 86,783 293,859 30,902 15,380,598 3,441,610 2,369,224 411,243 236,522 Cash and cash equivalents Trading securities Investment securities: Municipal and other tax-exempt U.S. agency residential mortgage-backed securities Other debt securities Total investment securities Available for sale securities: U.S. Treasury Municipal and other tax-exempt U.S. agency residential mortgage-backed securities Privately issued residential mortgage-backed securities Other debt securities Perpetual preferred stock Equity securities and mutual funds Total available for sale securities Fair value option securities Residential mortgage loans held for sale Loans: Commercial Commercial real estate Residential mortgage Consumer Total loans Allowance for loan losses Net loans Mortgage servicing rights Derivative instruments with positive fair value, net of cash margin Other assets – private equity funds Deposits with no stated maturity Time deposits Other borrowings Subordinated debentures Derivative instruments with negative fair value, net of cash margin Carrying Value $ 986,365 76,800 128,697 121,704 188,835 439,236 1,006 68,837 9,588,177 419,166 36,495 18,446 47,238 10,179,365 651,226 188,125 6,571,454 2,279,909 1,970,461 447,919 11,269,743 (253,481) 11,016,262 86,783 293,859 30,902 15,380,598 3,381,982 2,370,867 398,881 236,522 125 The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of December 31, 2010 (dollars in thousands): Cash and cash equivalents Trading securities Investment securities: Municipal and other tax-exempt Other debt securities Total investment securities Available for sale securities: Municipal and other tax-exempt U.S. agency residential mortgage-backed securities Privately issued residential mortgage-backed securities Other debt securities Perpetual preferred stock Equity securities and mutual funds Total available for sale securities Mortgage trading securities Residential mortgage loans held for sale Loans: Commercial Commercial real estate Residential mortgage Consumer Total loans Allowance for loan losses Net loans Mortgage servicing rights Derivative instruments with positive fair value, net of cash margin Other assets – private equity funds Deposits with no stated maturity Time deposits Other borrowings Subordinated debentures Derivative instruments with negative fair value, net of cash margin Carrying Value $ 1,269,404 55,467 184,898 154,655 339,553 72,942 8,446,908 644,210 6,401 22,114 43,046 9,235,621 428,021 263,413 5,933,996 2,277,350 1,828,248 603,442 10,643,036 (292,971) 10,350,065 115,723 270,445 25,436 13,669,893 3,509,168 3,117,358 398,701 215,420 Range of Contractual Yields Average Re-pricing (in years) Discount Rate – – – 0.25 – 18.00% 0.38 – 18.00 0.38 – 18.00 0.38 – 21.00 0.57 1.17 3.65 0.67 0.72 – 4.67% 0.29 – 3.81 0.79 – 4.58 1.98 – 3.91 0.01 – 9.64 0.13 – 6.58 5.19 – 5.82 1.85 0.02 2.30 0.82 – 1.56 0.13 – 2.73 3.72 Estimated Fair Value $ 1,269,404 55,467 188,577 157,528 346,105 72,942 8,446,908 644,210 6,401 22,114 43,046 9,235,621 428,021 263,413 5,849,443 2,221,443 1,860,913 605,656 10,537,455 – 10,537,455 115,723 270,445 25,436 13,669,893 2,979,505 2,982,460 413,328 215,420 Because no market exists for certain of these financial instruments and management does not intend to sell these financial instruments, the fair values shown in the tables above may not represent values at which the respective financial instruments could be sold individually or in the aggregate at the given reporting date. The following methods and assumptions were used in estimating the fair value of these financial instruments: Cash and Cash Equivalents The book value reported in the consolidated balance sheet for cash and short-term instruments approximates those assets’ fair values. Securities The fair values of 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. Fair values for a portion of the securities portfolio are based on significant unobservable inputs, including projected cash flows discounted as rates indicated by comparison to securities with similar credit and liquidity risk. 126 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 use significant other observable inputs. Residential Mortgage Loans Held for Sale Residential mortgage loans held for sale are carried on the balance sheet at fair value. The fair values of residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments. Loans The fair value of loans, excluding mortgage loans held for sale, are based on discounted cash flow analyses using interest rates and credit and liquidity spreads currently being offered for loans with similar remaining terms to maturity and risk, adjusted for the impact of interest rate floors and ceilings. The fair values of loans were estimated to approximate their discounted cash flows less loan loss allowances allocated to these loans of $207 million and $266 million at December 31, 2011 and 2010, respectively. Other Assets – Private Equity Funds The fair value of the portfolio investments of the Company’s two private equity funds are based upon net asset value reported by the underlying funds, as adjusted by the general partner when necessary to represent the price that would be received to sell the assets. Private equity fund assets are long-term, illiquid investments. No secondary market exists for these assets. They may only be realized through cash distributions from the underlying funds. Deposits The fair values of time deposits are based on discounted cash flow analyses using interest rates currently being offered on similar transactions. Estimated fair value of deposits with no stated maturity, which includes demand deposits, transaction deposits, money market deposits and savings accounts, is equal to the amount payable on demand. Although market premiums paid reflect an additional value for these low cost deposits, adjusting fair value for the expected benefit of these deposits is prohibited. Accordingly, the positive effect of such deposits is not included in this table. Other Borrowings and Subordinated Debentures The fair values of these instruments are based upon discounted cash flow analyses using interest rates currently being offered on similar instruments. Off-Balance Sheet Instruments The fair values of commercial loan commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of these off-balance sheet instruments were not significant at December 31, 2011 and 2010. Assets and liabilities recorded at fair value in the financial statement on a recurring and non-recurring basis are grouped into three broad levels as follows: Quoted Prices in active Markets for Identical Instruments – Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities. Significant Other Observable Inputs – Fair value is based on significant other observable inputs are generally determined based on a single price for each financial instrument provided to us by an applicable third-party pricing service and are 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 – 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. 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 127 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 this evaluation, we determined that the results represent prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. Fair Value of Financial Instruments Measured on a Recurring Basis The fair value of financial assets and liabilities that are measured on a recurring basis are as follows as of December 31, 2011 (in thousands): Assets: Trading securities Available for sale securities: U.S. Treasury Municipal and other tax-exempt U.S. agency residential mortgage-backed securities Privately issued residential mortgage- backed securities Other debt securities Perpetual preferred stock Equity securities and mutual funds Total available for sale securities Fair value option securities Residential mortgage loans held for sale Mortgage servicing rights Derivative contracts, net of cash margin2 Other assets – private equity funds Liabilities: Derivative contracts, net of cash margin2 Quoted Prices in Active Markets for Identical Instruments Significant Other Observable Inputs Significant Unobservable Inputs Total $ 76,800 $ – $ 76,623 $ 177 1,006 68,837 1,006 – – 26,484 – 42,353 9,588,177 – 9,588,177 – 419,166 36,495 18,446 47,238 10,179,365 651,226 188,125 86,783 293,859 30,902 – – – 23,596 24,602 – – – 457 – 419,166 30,595 18,446 23,642 10,106,510 651,226 188,125 – 293,402 – – 5,900 – – 48,253 – – 86,7831 – 30,902 236,522 – 236,522 – 1 A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 7, Mortgage Banking Activities. 2 See Note 3 for detail of fair value of derivative contracts by contract type. 128 The fair value of financial assets and liabilities that are measured on a recurring basis are as follows as of December 31, 2010 (in thousands): Assets: Trading securities Quoted Prices in Active Markets for Identical Instruments Significant Other Observable Inputs Significant Unobservable Inputs Total $ 55,467 $ 877 $ 54,590 $ – Available for sale securities: Municipal and other tax-exempt 72,942 U.S. agency residential mortgage-backed securities Privately issued residential mortgage- backed securities Other debt securities Perpetual preferred stock Equity securities and mutual funds Total available for sale securities Fair value option securities Residential mortgage loans held for sale Mortgage servicing rights Derivative contracts, net of cash margin2 Other assets – private equity funds Liabilities: Certificates of deposit – fair value election Derivative contracts, net of cash margin2 8,446,908 644,210 6,401 22,114 43,046 9,235,621 428,021 263,413 115,723 270,445 25,436 27,414 215,420 – – – – – 22,344 22,344 – – – – – – – 25,849 47,093 8,446,908 644,210 1 22,114 20,702 9,159,784 428,021 263,413 – 270,445 – 27,414 215,420 – – 6,400 – – 53,493 – – 115,7231 – 25,436 – – 1 A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 7, Mortgage Banking Activities. 2 See Note 3 for detail of fair value of derivative contracts by contract type. 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 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. These securities may be either investment grade or below investment grade. As of December 31, 2011, taxable securities rated investment grade by all nationally recognized rating agencies were generally valued to yield 1.60% to 1.80%. Average yields on comparable short- term taxable securities were generally less than 1%. Tax-exempt securities rated investment grade by all nationally recognized rating agencies were generally value to yield a range of 1.00% to 1.50% which represented a spread of 75 to 80 basis points over average yields of comparable tax-exempt securities as of December 31, 2011. The resulting estimated fair value of securities rated investment grade ranges from 98.79% to 100% of par at December 31, 2011. Taxable securities rated investment grade by all nationally recognized rating agencies were generally valued at par to yield 1.76% at December 31, 2010. Average yields on comparable short-term taxable securities were generally less than 1%. Tax-exempt securities rated investment grade by all nationally recognized rating agencies were generally valued to yield a range of 1.15% to 1.45% at December 31, 2010. This represented a spread of 75 to 80 basis points over average yields of comparable securities. The resulting estimated fair value of tax-exempt securities rated investments grade ranges from 99.08% to 100% of par value at December 31, 2010. After other-than-temporary impairment charges, $13 million of municipal and other tax-exempt securities were rated below investment grade by at least one of the three nationally recognized rating agencies at December 31, 2011. The fair value of these securities was determined based on yields ranging from 6.25% to 9.58%. These yields were determined using a spread of 600 basis points over comparable municipal securities of varying durations. The resulting estimated fair value of securities rated below investment grade ranges from 76.45% to 76.92% of par value as of December 31, 2011. After other-than-temporary impairment charges, approximately $11 million of our municipal and other tax-exempt securities were rated below investment grade by at least one of the three nationally recognized rating agencies at December 31, 2010. The fair value of these securities was determined based on yields ranging from 4.62% to 8.93%. These yields were determined using a spread of 425 basis points over average yields for comparable municipal securities of varying durations. The resulting estimated fair value of securities rated below investment grade ranges from 85.13% to 85.34% of par value as of December 31, 2010. 129 All of these securities are currently paying contractual interest in accordance with their respective terms at December 31, 2011 and 2010. During the year ended December 31, 2011, there were no transfers in or out of quoted prices in active markets for identical instruments, significant observable inputs or significant unobservable inputs. The following represents the changes for the year ended December 31, 2011 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Balance at December 31, 2010 Purchases and capital calls Redemptions and distributions Gain (loss) recognized in earnings Brokerage and trading revenue Gain on other assets, net Gain on securities, net Other-than-temporary impairment losses Other comprehensive income Balance December 31, 2011 Available for Sale Securities Municipal and other tax- exempt Other debt securities Other assets – private equity funds $ 47,093 $ 6,400 $ 25,436 7,520 (10,625) (576) – 21 (1,558) 478 – (500) – – – – – 4,052 (3,903) – 5,317 – – – $ 42,353 $ 5,900 $ 30,902 The following represents the changes for the year ended December 31, 2010 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Available for Sale Securities Trading Securities Municipal and other tax- exempt Other debt securities Other assets – private equity funds Balance at December 31, 2009 $ 9,800 $ 36,598 $ 17,116 $ 22,917 Transfer from trading to available for sale Purchases, sales, issuances and settlements, net (13,090) 3,555 12,990 (1,468) 100 (11,081) – 2,479 Gain (loss) recognized in earnings Brokerage and trading revenue Gain on other assets, net Gain on securities, net Other-than-temporary impairment losses Other comprehensive income (loss) Balance December 31, 2010 $ (265) – – – – – – – 7 (1,019) (15) – – 259 – 6 – 40 – – – $ 47,093 $ 6,400 $ 25,436 All trading securities with fair values based on significant unobservable inputs were transferred to available for sale to comply with banking regulations that prohibit national banks from purchasing below-investment grade securities. These securities were purchased at par into the trading securities portfolio to accommodate customer liquidity needs and written down to fair value through earnings. These securities were transferred at fair value to the holding company and reclassified to the available for sale portfolio consistent with the Company’s intent at acquisition. There were no transfers from quoted prices in active markets for identical instruments to significant other observable inputs during the year ended December 31, 2011 and 2010. 130 Fair Value of Financial Instruments Measured on a Non-Recurring Basis Assets measured at fair value on a non-recurring basis include pension plan assets, collateral for certain impaired loans and real property and other assets acquired to satisfy loans, which are based primarily on comparisons to completed sales of similar assets. In addition, goodwill impairment is evaluated based on the fair value of the Company’s reporting units. 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 adjusted to fair value during the year ended December 31, 2011 (in thousands): Carrying Value at December 31, 2011 Quoted Prices in Active Markets for Identical Instruments Significant Other Observable Inputs Significant Unobservable Inputs Fair Value Adjustments for the Year Ended December 31, 2011 Recognized In: Gross charge-offs against allowance for recourse loans Net losses and expenses of repossessed assets, net Gross charge-offs against allowance for loan loss Impaired loans Real estate and other repossessed assets $ – – $ 52,421 $ 1,447 $ 13,829 $ 1,368 $ – 57,160 13,100 – – 14,077 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 adjusted to fair value during the year ended December 31, 2010 (in thousands): Carrying Value at December 31, 2010 Quoted Prices in Active Markets for Identical Instruments Significant Other Observable Inputs Significant Unobservable Inputs Fair Value Adjustments for the Year Ended December 31, 2010 Recognized In: Gross charge-offs against allowance for loan loss Gross charge-offs against allowance for recourse loans Net losses and expenses of repossessed assets, net Other expense Impaired loans Real estate and other repossessed assets Other assets – alternative investments $ – – – $ 77,665 $ – $ 51,058 $ 265 $ – $ 72,113 1,607 – 3,910 – – – – 25,020 – 1,750 – – The fair value of collateral-dependent impaired loans 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 observable 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. The fair value of pension plan assets was approximately $44 million at both December 31, 2011 and 2010, determined by significant other observable inputs. Fair value adjustments of pension plan assets along with changes in projected benefit obligation are recognized in other comprehensive income. Intangible assets, which consist primarily of goodwill, core deposit intangible assets and other acquired intangibles, for each business unit are evaluated for impairment annually as of October 1st or more frequently if conditions indicate that impairment may have occurred. The evaluation of possible impairment of intangible assets involves significant judgment based upon short-term and long-term projections of future performance. The fair value of each of our reporting units is estimated by the discounted future earnings method. Income growth is projected for each of our reporting units over five years and a terminal value is computed. The projected income stream is converted to current fair value by using a discount rate that reflects a rate of return required by a willing buyer. Assumptions used to value our business units are based on growth rates, volatility, discount rate and market risk premium inherent in our current stock price. These assumptions are to be significant unobservable inputs and represent our best estimate of assumptions that market participants would use to determine fair value of the respective reporting units. Critical assumptions in our evaluation were: Average expected long-term growth rate Volatility factor for BOKF common stock Discount rate Market risk premium 2011 10.00% 0.90% 13.03% 12.34% 2010 11.00% 0.75% 11.73% 12.26% 131 In general, the growth rate for all reporting units for 2011 and 2010 is based primarily upon continued expected improvements in credit quality, with steady growth in future years based on the expectation of improving overall economic growth. Fair Value Election Certain certificates of deposit were designated as carried at fair value. This determination is made based on the Company’s intent to convert these certificates from fixed interest rates to variable interest rates based on LIBOR with interest rate swaps that have not been designated as hedging instruments. The fair value election for these liabilities better represents the economic effect of these instruments on the Company. At December 31, 2011, there were no certificates of deposit that were designated as carried at fair value. At December 31, 2010, the fair value and contractual principal amounts of these certificates was $27 million and $27 million, respectively. Changes in the fair value of these certificates of deposit are included in Gain (Loss) on Derivatives, net in the Consolidated Statement of Earnings and increased pre-tax net income by $1.2 million in 2010 and $7.9 million in 2009. As more fully disclosed in Note 2 and Note 7 to the Consolidated Financial Statements, the Company has elected to carry certain residential mortgage-backed securities which have been designated as economic hedges against changes in the fair value of mortgage servicing rights, certain corporate debt securities which have been economically hedges by derivative contracts and residential mortgage loans held for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings. (19) Parent Company Only Financial Statements Summarized financial information for BOK Financial – Parent Company Only follows: Balance Sheets (In thousands) Assets Cash and cash equivalents Available for sale securities Investment in subsidiaries Other assets Total assets Liabilities and Shareholders’ Equity Other liabilities Total liabilities Shareholders’ equity: Common stock Capital surplus Retained earnings Treasury stock Accumulated other comprehensive income Total shareholders’ equity Total liabilities and shareholders’ equity Statements of Earnings (In thousands) December 31, 2011 2010 $ 386,695 40,766 2,317,900 8,682 $ 2,754,043 $ 207,453 59,115 2,255,222 25,846 $ 2,547,636 $ $ 3,575 3,575 25,910 25,910 4 818,817 1,953,332 (150,664) 128,979 2,750,468 $ 2,754,043 4 782,805 1,743,880 (112,802) 107,839 2,521,726 $ 2,547,636 Dividends, interest and fees received from subsidiaries Other revenue Other-than-temporary impairment losses recognized in earnings Total revenue Interest expense Professional fees and services Other operating expense Total expense Income before taxes and equity in undistributed income of subsidiaries Federal and state income tax expense (benefit) Income before equity in undistributed income of subsidiaries Equity in undistributed income of subsidiaries Net income 2011 2010 2009 $ 270,474 2,128 (2,098) 270,504 $ 280,125 1,883 (1,679) 280,329 $ 172,023 674 – 172,697 354 538 7,688 8,580 507 795 (47) 1,255 581 – – 581 279,074 415 278,659 (31,905) $ 246,754 172,116 738 171,378 29,200 $ 200,578 261,924 (3,169) 265,093 20,782 $ 285,875 132 Statements of Cash Flows (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed income of subsidiaries Tax (expense) benefit on exercise of stock options Change in other assets Change in other liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of available for sale securities Sales of available for sale securities Investment in subsidiaries Net cash provided by (used in) investing activities Cash flows from financing activities: Net change in other borrowings Issuance of common and treasury stock, net Dividends paid Repurchase of common stock Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 2011 2010 2009 $ 285,875 $ 246,754 $ 200,578 (20,782) 659 15,249 (18,884) 262,117 (3,797) 16,500 (7,250) 5,453 31,905 (425) 20,713 (20,216) 278,731 (10,669) – (21,692) (32,361) (29,200) (276) (47,732) 47,333 170,703 (36,685) – (26,500) (63,185) – 14,541 (76,423) (26,446) (88,328) 179,242 207,453 $ 386,695 – 8,552 (66,557) – (58,005) 188,365 19,088 $ 207,453 (50,000) 5,198 (63,952) – (108,754) (1,236) 20,324 $ 19,088 Cash paid for interest $ 354 $ 507 $ 589 (20) Subsequent Events The Company evaluated events from the date of the consolidated financial statements on December 31, 2011 through the issuance of those consolidated financial statements included in this Annual Report on Form 10-K. No additional events were identified requiring recognition in and/or disclosure in the consolidated financial statements. 133 Annual Financial Summary – Unaudited Consolidated Daily Average Balances, Average Yields and Rates (Dollars in thousands) Assets Funds sold and resell agreements Trading securities Investment securities Taxable3 Tax-exempt3 Total investment securities3 Available for sale securities Taxable3 Tax-exempt3 Total available for sale securities3 Fair value option securities3 Residential mortgage loans held for sale Loans2 Less allowance for loan losses Loans, net of allowance Total earning assets3 Cash and other assets Total assets Liabilities and equity Interest-bearing deposits: Transaction deposits Savings deposits Time deposits Total interest-bearing deposits Funds purchased Repurchase agreements Other borrowings Subordinated debentures Total interest-bearing liabilities Non-interest bearing demand deposits Other liabilities Total equity Total liabilities and equity Average Balance 2011 Revenue/ Expense1 15 2,486 12,581 7,562 20,143 259,871 3,566 263,437 18,649 6,492 509,462 – 509,462 820,684 $ 23,415 719 64,756 88,890 917 2,453 5,456 22,385 120,101 $ 13,441 81,978 $ 211,949 155,707 367,656 9,578,869 68,549 9,647,418 543,318 154,794 10,841,341 284,516 10,556,825 21,365,430 3,129,431 $ 24,494,861 $ 9,349,760 212,443 3,587,698 13,149,901 1,046,114 1,096,615 137,122 398,790 15,828,542 4,877,906 1,106,548 2,681,865 $ 24,494,861 Yield/ Rate 0.11% 3.03 5.94 4.86 5.48 2.83 5.20 2.84 3.63 4.19 4.70 – 4.83 3.92 0.25% 0.34 1.80 0.68 0.09 0.22 3.98 5.61 0.76 Tax-equivalent Net Interest Revenue3 Tax-equivalent Net Interest Revenue to Earning Assets3 Less tax-equivalent adjustment1 Net Interest Revenue Provision for (reduction of) allowances for credit losses Other operating revenue Other operating expense Income before taxes Federal and state income tax Net income before non-controlling interest Net income attributable to non-controlling interest Net income attributable to BOK Financial Corp. 1 Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown are for comparative 9,089 691,494 (6,050) 572,264 821,473 448,335 158,511 289,824 3,949 $ 285,875 3.16% 3.34 $ 700,583 purposes. 2 The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income. See Note 1 of Notes to the Consolidated Financial Statements for a description of income recognition policy. 3 Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income. 134 Average Balance 2010 Revenue/ Expense1 27 2,782 7,229 10,155 17,384 283,583 3,664 287,247 17,403 9,261 526,136 – 526,136 860,240 38,886 719 66,660 106,265 2,231 6,028 5,075 22,431 142,030 $ 23,743 68,286 $ 108,240 209,427 317,667 9,000,677 66,820 9,067,497 470,488 214,347 10,917,966 309,279 10,608,687 20,770,715 3,035,084 $ 23,805,799 $ 8,573,117 184,099 3,712,140 12,469,356 1,185,741 1,130,082 1,537,025 398,619 16,720,823 3,789,375 870,958 2,424,643 $ 23,805,799 $ Yield/ Rate 0.11% 4.07 6.68 4.89 5.50 3.27 5.48 3.28 4.08 4.32 4.82 – 4.96 4.22 0.45% 0.39 2.40 0.85 0.19 0.53 0.33 5.63 0.85 Average Balance 2009 Revenue/ Expense1 77 3,700 107 12,007 12,114 314,262 3,369 317,631 14,628 10,102 564,391 – 564,391 922,643 51,607 614 112,141 164,362 2,744 5,611 9,190 22,298 204,205 $ 44,348 89,240 $ 6,854 239,137 245,991 7,402,179 35,372 7,437,551 356,143 218,305 12,133,912 279,689 11,854,223 20,245,801 2,891,586 $ 23,137,387 $ 7,093,768 165,677 4,682,462 11,941,907 1,515,957 817,222 2,166,804 398,471 16,840,361 3,279,347 940,637 2,077,042 $ 23,137,387 $ Yield/ Rate 0.17% 4.15 1.56 5.06 4.96 4.66 9.52 4.69 4.69 4.63 4.65 – 4.76 4.72 0.73% 0.37 2.39 1.38 0.18 0.69 0.42 5.60 1.21 $ 718,210 3.37% 3.52 $ 718,438 3.51% 3.68 9,158 709,052 105,139 520,908 753,170 371,651 123,357 248,294 1,540 246,754 $ 8,074 710,364 195,900 492,990 696,733 310,721 106,705 204,016 3,438 200,578 $ 135 Quarterly Financial Summary – Unaudited Consolidated Daily Average Balances, Average Yields and Rates Assets Funds sold and resell agreements Trading securities Investment securities Taxable3 Tax-exempt3 Total investment securities Available for sale securities Taxable3 Tax-exempt3 Total available for sale securities3 Fair value option securities Residential mortgage loans held for sale Loans2 Less allowance for loan losses Loans, net of allowance Total earning assets3 Cash and other assets Total assets Liabilities and equity Interest-bearing deposits: Transaction Savings Time Total interest-bearing deposits Funds purchased Repurchase agreements Other borrowings Subordinated debentures Total interest-bearing liabilities Non-interest bearing demand deposits Other liabilities Total equity Total liabilities and equity Three Months Ended December 31, 2011 September 30, 2011 Average Balance Revenue/ Yield/ Expense1 Rate Average Balance Revenue/ Expense1 Yield/ Rate $ 12,035 $ 97,972 3 689 0.10% $ 2.79 12,344 $ 88,576 5 637 0.16% 2.85 314,217 129,109 443,326 4,677 1,565 6,242 54,839 896 55,735 4,877 2,032 130,736 – – 130,736 200,314 9,845,351 69,172 9,914,523 660,025 201,242 11,152,315 266,473 10,885,842 22,214,965 3,422,475 $ 25,637,440 5.91 4.81 5.59 2.37 5.14 2.39 2.98 4.01 4.65 4.76 3.69 194,371 135,256 329,627 2,759 1,683 4,442 66,040 870 66,910 5,299 1,616 129,073 – 129,073 207,982 9,586,411 70,181 9,656,592 594,629 156,621 10,872,805 285,570 10,587,235 21,425,624 3,196,114 $ 24,621,738 $ 9,276,608 $ 4,213 146 14,922 19,281 186 404 1,059 5,640 26,570 220,236 3,485,059 12,981,903 1,197,154 1,189,861 88,489 398,858 15,856,265 5,588,596 1,422,092 2,770,487 $ 25,637,440 0.18% $ 9,310,046 $ 5,488 183 214,979 0.26 16,736 3,617,731 1.70 22,407 13,142,756 0.59 135 994,099 0.06 495 1,128,275 0.13 1,701 128,288 4.75 5,627 398,812 5.61 15,792,230 30,365 0.66 5,086,538 1,004,564 2,738,406 $ 24,621,738 5.63 4.94 5.35 2.82 4.92 2.83 3.66 4.09 4.71 – 4.84 3.91 0.23% 0.34 1.84 0.68 0.05 0.17 5.26 5.60 0.76 3.15% 3.34 Tax-equivalent Net Interest Revenue3 Tax-equivalent Net Interest Revenue to Earning Assets3 Less tax-equivalent adjustment1 Net Interest Revenue Provision for (reduction of) allowances for credit losses Other operating revenue Other operating expense Income before taxes Federal and state income tax Net income before non-controlling interest Net income (loss) attributable to non-controlling interest Net income attributable to BOK Financial Corp. 3.03% 3.20 $173,744 2,274 171,470 (15,000) 138,027 219,197 105,300 37,396 67,904 911 $ 66,993 $ 177,617 2,233 175,384 – 173,977 220,896 128,465 43,006 85,459 358 $ 85,101 Earnings Per Average Common Share Equivalent: Net income: Basic Diluted 1 Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown are for comparative purposes. 2 The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income. 3 Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income. $ 0.98 $ 0.98 $ 1.24 $ 1.24 136 Average Balance June 30, 2011 Revenue/ Expense1 Yield/ Rate Three Months Ended March 31, 2011 Revenue/ Expense1 Average Balance December 31, 2010 Yield/ Rate Average Balance Revenue/ Expense1 Yield/ Rate $ 8,814 80,113 $ 3 584 0.14% 2.92 $ 20,680 60,768 $ 4 576 0.08% 3.84 $ 21,128 74,084 $ 7 759 0.13% 4.06 183,084 174,614 357,698 9,473,401 70,081 9,543,482 518,073 134,876 10,680,755 291,308 10,389,447 21,032,503 2,946,732 $ 23,979,235 $ 9,184,141 210,707 3,632,130 13,026,978 1,168,670 1,004,217 187,441 398,767 15,786,073 4,554,000 988,273 2,650,889 $ 23,979,235 2,800 2,100 4,900 69,978 894 70,872 5,243 1,505 124,871 – 124,871 207,978 $ 6,130 203 16,827 23,160 276 513 2,226 5,541 31,716 $ 176,262 2,261 174,001 2,700 142,960 203,209 111,052 39,357 71,695 2,688 $ 69,007 $ $ 1.01 1.00 6.13 4.82 5.49 3.02 5.12 3.04 4.42 4.48 4.69 – 4.82 4.01 154,562 184,684 339,246 9,311,980 64,694 9,376,674 397,093 125,494 10,653,756 295,014 10,358,742 20,678,697 3,061,077 $ 23,739,774 2,345 2,214 4,559 69,014 906 69,920 3,230 1,339 124,782 – 124,782 204,410 6.15 4.88 5.46 3.15 5.68 3.17 3.74 4.33 4.75 – 4.89 4.09 155,624 186,317 341,941 9,509,657 72,051 9,581,708 474,731 282,734 10,667,193 307,223 10,359,970 21,136,296 3,146,655 $ 24,282,951 2,305 2,240 4,545 58,678 984 59,662 3,688 2,745 128,005 – 128,005 199,411 6.01 4.88 5.39 2.61 5.42 2.63 3.43 3.85 4.76 – 4.90 3.86 0.32% $ 9,325,573 191,235 0.37 3,602,150 1.82 13,118,958 0.72 775,620 0.16 1,201,760 0.40 829,756 1.31 398,680 5.67 16,324,774 0.80 4,171,595 1,251,025 2,535,557 $ 24,282,951 3.29% 3.47 $ 8,772 171 16,147 25,090 479 1,496 767 5,666 33,498 0.37% 0.35 1.78 0.76 0.25 0.49 0.37 5.64 0.81 3.05% 3.21 $ 165,913 2,263 163,650 6,999 111,913 178,361 90,203 31,097 59,106 274 $ 58,832 $ $ 0.86 0.86 $ 7,584 187 16,271 24,042 320 1,041 470 5,577 31,450 0.27% $ 9,632,595 203,638 0.39 3,616,991 1.86 13,453,224 0.71 820,969 0.09 1,062,359 0.20 144,987 4.76 398,723 5.57 15,880,262 0.81 4,265,657 1,029,058 2,564,797 $ 23,739,774 3.20% 3.40 $ 172,960 2,321 170,639 6,250 117,578 178,449 103,518 38,752 64,766 (8) $ 64,774 $ $ 0.95 0.94 137 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness and design of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed by the Company, within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition and as of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f), as amended, of the Exchange Act) during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. The Report of Management on Financial Statements and Management’s Report on Internal Control over Financial Reporting appear within Item 8, “Financial Statements and Supplementary Data.” The independent registered public accounting firm, Ernst & Young LLP, has audited the financial statements included in Item 8 and has issued an audit report on the Company’s internal control over financial reporting, which appears therein. ITEM 9B. OTHER INFORMATION None. 138 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information set forth under the headings “Election of Directors,” “Executive Officers, “Insider Reporting,” “Director Nominations,” and “Risk Oversight and Audit Committee” in BOK Financial’s 2012 Annual Proxy Statement is incorporated herein by reference. The Company has a Code of Ethics which is applicable to all Directors, officers and employees of the Company, including the Chief Executive Officer and the Chief Financial Officer, the principal executive officer and principal financial and accounting officer, respectively. A copy of the Code of Ethics will be provided without charge to any person who requests it by writing to the Company’s headquarters at Bank of Oklahoma Tower, P.O. Box 2300, Tulsa, Oklahoma 74192 or telephoning the Chief Auditor at (918) 588-6000. The Company will also make available amendments to or waivers from its Code of Ethics applicable to Directors or executive officers, including the Chief Executive Officer and the Chief Financial Officer, in accordance with all applicable laws and regulations. There are no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors since the Company’s 2011 Annual Proxy Statement to Shareholders. ITEM 11. EXECUTIVE COMPENSATION The information set forth under the heading “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation, “Compensation Committee Report,” “Executive Compensation Tables,” and “Director Compensation” in BOK Financial’s 2012 Annual Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Election of Directors” in BOK Financial’s 2012 Annual Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding related parties is set forth in Note 13 of the Company’s Notes to Consolidated Financial Statements, which appears elsewhere herein. Additionally, the information set forth under the headings “Certain Transactions,” “Director Independence” and “Related Party Transaction Review and Approval Process” in BOK Financial’s 2012 Annual Proxy Statement is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information set forth under the heading “Principal Accountant Fees and Services” in BOK Financial’s 2012 Annual Proxy Statement is incorporated herein by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements The following financial statements of BOK Financial Corporation are filed as part of this Form 10-K in Item 8: Consolidated Statements of Earnings for the years ended December 31, 2011, 2010 and 2009 Consolidated Balance Sheets as of December 31, 2011 and 2010 Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2011, 2010 and 2009 Notes to Consolidated Financial Statements Annual Financial Summary – Unaudited Quarterly Financial Summary - Unaudited Reports of Independent Registered Public Accounting Firm 139 (a) (2) Financial Statement Schedules The schedules to the consolidated financial statements required by Regulation S-X are not required under the related instructions or are inapplicable and are therefore omitted. (a) (3) Exhibits Exhibit Number Description of Exhibit 3.0 3.1 3.1(a) 4.0 10.0 10.1 10.2 10.3 10.4 10.4(a) 10.4(b) 10.4(c) 10.4 (d) 10.4 (e) 10.4 (f) 10.4 (g) 10.4.2 The Articles of Incorporation of BOK Financial, incorporated by reference to (i) Amended and Restated Certificate of Incorporation of BOK Financial filed with the Oklahoma Secretary of State on May 28, 1991, filed as Exhibit 3.0 to S-1 Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit A to Information Statement and Prospectus Supplement filed November 20, 1991. Bylaws of BOK Financial, incorporated by reference to Exhibit 3.1 of S-1 Registration Statement No. 33-90450. Bylaws of BOK Financial, as amended and restated as of October 30, 2007, incorporated by reference to Exhibit 3.1 of Form 8-K filed on November 5, 2007. The rights of the holders of the Common Stock and Preferred Stock of BOK Financial are set forth in its Certificate of Incorporation. Purchase and Sale Agreement dated October 25, 1990, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.0 of S-1 Registration Statement No. 33-90450. Amendment to Purchase and Sale Agreement effective March 29, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.2 of S-1 Registration Statement No. 33-90450 Letter agreement dated April 12, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.3 of S-1 Registration Statement No. 33-90450. Second Amendment to Purchase and Sale Agreement effective April 15, 1991, among BOK Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit 2.4 of S-1 Registration Statement No. 33-90450. Employment and Compensation Agreements. Employment Agreement between BOK Financial and Stanley A. Lybarger, incorporated by reference to Exhibit 10.4(a) of Form 10-K for the fiscal year ended December 31, 1991. Amendment to 1991 Employment Agreement between BOK Financial and Stanley A. Lybarger, incorporated by reference to Exhibit 10.4(b) of Form 10-K for the fiscal year ended December 31, 2001. Amended and Restated Deferred Compensation Agreement (Amended as of September 1, 2003) between Stanley A. Lybarger and BOK Financial Corporation, incorporated by reference to Exhibit 10.4 (c) of Form 10-Q for the quarter ended September 30, 2003. 409A Deferred Compensation Agreement between Stanley A. Lybarger and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4 (d) of Form 8-K filed on January 5, 2005. Guaranty by George B. Kaiser in favor of Stanley A. Lybarger dated March 7, 2005, incorporated by reference to Exhibit 10.4 (e) of Form 10-K for the fiscal year ended December 31, 2004. Third Amendment to 1991 Employment Agreement between Stanley A. Lybarger and Bank of Oklahoma, National Association, incorporated by reference to Exhibit 10.4 (f) of Form 10-K for the fiscal year ended December 31, 2007. Amended and Restated Employment Agreement dated December 26, 2008 between BOK Financial Corporation and Stanley A. Lybarger, incorporated by reference to Exhibit 99 (a) of Form 8-K filed on December 26, 2008. Amended and Restated Deferred Compensation Agreement (Amended as of December 1, 2003) between Steven G. Bradshaw and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.2 of Form 10-K for the fiscal year ended December 31, 2003. 140 10.4.2 (a) 10.4.2 (b) 10.4.4 10.4.5 10.4.5 (a) 10.4.5 (b) 10.4.7 10.4.7 (a) 10.4.8 10.6 10.7.7 10.7.8 10.7.9 10.7.10 10.7.11 10.7.12 10.7.13 10.8 10.9 409A Deferred Compensation Agreement between Steven G. Bradshaw and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.2 (a) of Form 8-K filed on January 5, 2005. Employment Agreement between BOK Financial and Steven G. Bradshaw dated September 29, 2003, incorporated by reference to Exhibit 10.4.2 (b) of Form 10-K for the fiscal year ended December 31, 2004. Amended and Restated Employment Agreement (Amended as of June 14, 2002) among First National Bank of Park Cities, BOK Financial Corporation and C. Fred Ball, Jr., incorporated by reference to Exhibit 10.4.4 of Form 10-K for the fiscal year ended December 31, 2003. 409A Deferred Compensation Agreement between Daniel H. Ellinor and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.5 of Form 8-K filed on January 5, 2005. Employment Agreement between BOK Financial and Dan H. Ellinor dated August 29, 2003, incorporated by reference to Exhibit 10.4.5 (a) of Form 10-K for the fiscal year ended December 31, 2004. Deferred Compensation Agreement dated November 28, 2003 between Daniel H. Ellinor and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.5 (b) of Form 10-K for the fiscal year ended December 31, 2004. 409A Deferred Compensation Agreement between Steven E. Nell and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.7 of Form 8-K filed on January 5, 2005. Amended and Restated Deferred Compensation Agreement (Amended as of December 1, 2003) between Steven E. Nell and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.7 (a) of Form 10-K for the fiscal year ended December 31, 2004. Employment Agreement dated August 1, 2005 between BOK Financial Corporation and Donald T. Parker, incorporated by reference to Exhibit 99 (a) of Form 8-K filed on February 1, 2006. Capitalization and Stock Purchase Agreement dated May 20, 1991, between BOK Financial and Kaiser, incorporated by reference to Exhibit 10.6 of S-1 Registration Statement No. 33-90450. BOK Financial Corporation 2001 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-62578. BOK Financial Corporation Directors’ Stock Compensation Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 33-79836. Bank of Oklahoma Thrift Plan (Amended and Restated Effective as of January 1, 1995), incorporated by reference to Exhibit 10.7.6 of Form 10-K for the year ended December 31, 1994. Trust Agreement for the Bank of Oklahoma Thrift Plan (December 30, 1994), incorporated by reference to Exhibit 10.7.7 of Form 10-K for the year ended December 31, 1994. BOK Financial Corporation 2003 Stock Option Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106531. BOK Financial Corporation 2003 Executive Incentive Plan, incorporated by reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106530. 10b5-1 Repurchase Plan between BOK Financial Corporation and BOSC, Inc. dated May 27, 2008, incorporated by reference to Exhibit 10.1 of Form 8-K filed May 27, 2008. Lease Agreement between One Williams Center Co. and National Bank of Tulsa (predecessor to BOk) dated June 18, 1974, incorporated by reference to Exhibit 10.9 of S-1 Registration Statement No. 33-90450. Lease Agreement between Security Capital Real Estate Fund and BOk dated January 1, 1988, incorporated by reference to Exhibit 10.10 of S-1 Registration Statement No. 33-90450. 141 21.0 23.0 31.1 31.2 32 99.0 99 (c) 101 Subsidiaries of BOK Financial, filed herewith. Consent of independent registered public accounting firm - Ernst & Young LLP, filed herewith. Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. Additional Exhibits. First Amended Debenture dated December 2, 2009 between BOK Financial Corporation and George B. Kaiser, incorporated by reference to Exhibit 99 (a) of Form 8-K filed December 4, 2009. Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to the Consolidated Financial Statements, filed herewith.* * As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. (b) Exhibits See Item 15 (a) (3) above. (c) Financial Statement Schedules See Item 15 (a) (2) above. 142 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOK FINANCIAL CORPORATION SIGNATURES DATE: February 28, 2012 BY: /s/ George B. Kaiser George B. Kaiser Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 28, 2012, by the following persons on behalf of the registrant and in the capacities indicated. /s/ George B. Kaiser George B. Kaiser Chairman of the Board of Directors /s/ Stanley A. Lybarger Stanley A. Lybarger Director, President and Chief Executive Officer OFFICERS /s/ Steven E. Nell Steven E. Nell Executive Vice President and Chief Financial Officer /s/ Gregory S. Allen Gregory S. Allen C. Fred Ball, Jr. /s/ Sharon J. Bell Sharon J. Bell /s/ Peter C. Boylan, III Peter C. Boylan, III /s/ Chester Cadieux, III Chester Cadieux, III /s/ Joseph W. Craft, III Joseph W. Craft, III William E. Durrett /s/ John C. Morrow John C. Morrow Senior Vice President and Chief Accounting Officer DIRECTORS /s/ John W. Gibson John W. Gibson /s/ David F. Griffin David F. Griffin /s/ V. Burns Hargis V. Burns Hargis /s/ E. Carey Joullian, IV E. Carey Joullian, IV /s/ Robert J. LaFortune Robert J. LaFortune /s/ Steven J. Malcolm Steven J. Malcolm /s/ E.C. Richards E.C. Richards /s/ Michael C. Turpen Michael C. Turpen 143 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF EXECUTIVE OFFICER Exhibit 31.1 I, Stanley A. Lybarger, President and Chief Executive Officer of BOK Financial Corporation (“BOK Financial”), certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of BOK Financial; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2012 /s/ Stanley A. Lybarger Stanley A. Lybarger President Chief Executive Officer BOK Financial Corporation 144 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF FINANCIAL OFFICER Exhibit 31.2 I, Steven E. Nell, Executive Vice President and Chief Financial Officer of BOK Financial Corporation (“BOK Financial”), certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of BOK Financial; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2012 /s/ Steven E. Nell Steven E. Nell Executive Vice President Chief Financial Officer BOK Financial Corporation 145 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32 In connection with the Annual Report of BOK Financial Corporation (“BOK Financial”) on Form 10-K for the fiscal year ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Stanley A. Lybarger and Steven E. Nell, Chief Executive Officer and Chief Financial Officer, respectively, of BOK Financial, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of BOK Financial. February 28, 2012 /s/ Stanley A. Lybarger Stanley A. Lybarger President Chief Executive Officer BOK Financial Corporation /s/ Steven E. Nell Steven E. Nell Executive Vice President Chief Financial Officer BOK Financial Corporation 146 147 My_Added_Financial_Pages.indd 1 2/27/12 9:36 AM Copies of BOK Financial Corporation’s Annual Report to Shareholders, Quarterly Reports and Form 10-K as filed with the Securities and Exchange Commission are available without charge upon written request. Analysts, shareholders and other investors seeking financial information about BOK Financial Corporation are invited to contact Susie Hinkle, Vice President, (918) 588-6752. Information about BOK Financial Corporation is also available at: www.bokf.com Registered shareholders may reinvest dividends and purchase additional shares through the BOK Financial Corporation Dividend Reinvestment Plan. Certain restrictions apply. Shareholders may obtain a plan brochure by writing to Wells Fargo Shareowner Services, P.O. Box 64856, St. Paul, MN 55164-0856, by calling 1-800-468-9716 or by visiting www.shareowneronline.com. Shareholder Information Corporate Headquarters: Bank of Oklahoma Tower P.O. Box 2300 Tulsa, Oklahoma 74192 (918) 588-6000 Independent Auditors: Ernst & Young LLP 1700 One Williams Center Tulsa, Oklahoma 74172 (918) 560-3600 Legal Counsel: Frederic Dorwart Lawyers Old City Hall 124 E. Fourth St. Tulsa, Oklahoma 74103 (918) 583-9922 NASDAQ Global Select Market Symbol: BOKF Number of Common Shareholders: 866 as of January 31, 2012 Transfer Agent, Registrar and Dividend Disbursing Agent Wells Fargo Shareowner Services P.O. Box 64874 St. Paul, MN 55164-0874 1-800-468-9716 www.wellsfargo.com/shareownerservices 148 My_Added_Financial_Pages.indd 2 2/27/12 9:36 AM Robust Markets BOK Financial Corporation’s banking subsidiary operates seven regionally branded divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Kansas City, Bank of Oklahoma, Bank of Texas, and Colorado State Bank and Trust, as well as TransFund, an electronic funds network. Other subsidiaries include BOSC, Inc., a broker/dealer, and Cavanal Hill Investment Management, Inc., a registered investment adviser. In addition to full service banking centers in an eight state region, BOK Financial’s subsidiaries have offices in Nebraska and Wisconsin. www.bokf.com 

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