BOKF 10-Q Quarterly Report Sept. 30, 2015

BOK FINANCIAL CORP ET AL

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10-Q 1 a20150930bokf10q.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended September 30, 2015



¨		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		73-1373454
(State or other jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma		74192
(Address of Principal Executive Offices)		(Zip Code)

(918) 588-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 67,713,031 shares of common stock ($.00006 par value) as of September 30, 2015 .

BOK Financial Corporation

Form 10-Q

Quarter Ended September 30, 2015

Index



Part I. Financial Information
Management’s Discussion and Analysis (Item 2)	1
Market Risk (Item 3)	44
Controls and Procedures (Item 4)	45
Consolidated Financial Statements – Unaudited (Item 1)	47
Six Month Financial Summary – Unaudited (Item 2)	131
Quarterly Financial Summary – Unaudited (Item 2)	132
Quarterly Earnings Trend – Unaudited	135

Part II. Other Information
Item 1. Legal Proceedings	135
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	135
Item 6. Exhibits	135
Signatures	136

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

Performance Summary

BOK Financial Corporation (“the Company”) reported net income of $74.9 million or $1.09 per diluted share for the third quarter of 2015 , compared to $75.6 million or $1.09 per diluted share for the third quarter of 2014 and $79.2 million or $1.15 per diluted share for the second quarter of 2015 .

Highlights of the third quarter of 2015 included:

•

Net interest revenue totaled $178.6 million for the third quarter of 2015 , compared to $166.8 million for the third quarter of 2014 and $175.7 million for the second quarter of 2015 . Net interest revenue increased over the prior year primarily due to growth in average earning assets. Net interest margin was 2.61% for the third quarter of 2015 . Net interest margin was 2.67% for the third quarter of 2014 and 2.61% for the second quarter of 2015 . The decrease compared to the prior year was primarily due lower loan portfolio yield.

•

Fees and commissions revenue totaled $164.7 million for the third quarter of 2015 , a $6.1 million or 4% increase over the third quarter of 2014 . Mortgage banking revenue increased $6.4 million based on higher loan production volume. Fees and commissions revenue decrease d $7.9 million compared to the second quarter of 2015 . Brokerage and trading revenue decreased $4.4 million and mortgage banking revenue decreased $3.7 million .

•

Changes in the fair value of mortgage servicing rights, net of economic hedges, decreased pre-tax net income in the third quarter of 2015 by $4.4 million , increased pre-tax net income in the third quarter of 2014 by $4.8 million and decreased pre-tax net income by $1.1 million in the second quarter of 2015 . Net changes in the fair value of mortgage servicing rights for the third quarter of 2015 were largely driven by decreases in both the period end mortgage interest rates and escrow earnings rate.


•	Operating expenses totaled $224.6 million for the third quarter of 2015 , an increase of $2.8 million over the third quarter of 2014 . Personnel expense increase d $6.0 million and non-personnel expense decrease d $3.2 million . Operating expenses decrease d $2.5 million compared to the previous quarter.

•

The Company recorded a $7.5 million provision for credit losses in the third quarter of 2015 . The additional provision was primarily due to credit migration and loan portfolio growth during the third quarter. The Company recorded a $4.0 million provision in the second quarter of 2015 . No provision for credit losses was recorded in the third quarter of 2014 . Gross charge-offs were $5.3 million in the third quarter of 2015 , $2.6 million in the third quarter of 2014 and $2.9 million in the second quarter of 2015 . Recoveries were $3.5 million in the third quarter of 2015 , compared to $3.1 million in the third quarter of 2014 and $2.2 million in the second quarter of 2015 .


•	The combined allowance for credit losses totaled $208 million or 1.35% of outstanding loans at September 30, 2015 , compared to $202 million or 1.34% of outstanding loans at June 30, 2015 . The portion of the combined allowance attributed to the energy portfolio totaled 2.05 percent of outstanding energy loans at September 30, an increase from 1.74 percent of outstanding energy loans at June 30.


•	Nonperforming assets that are not guaranteed by U.S. government agencies totaled $119 million or 0.78% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at September 30, 2015 and $123 million or 0.82% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at June 30, 2015 .

•

Average loans increase d by $287 million over the previous quarter due primarily to a $209 million increase in commercial real estate loans. Average commercial loans and personal loans also increased over the previous quarter. Period-end outstanding loan balances were $15.4 billion at September 30, 2015 , a $243 million increase over June 30, 2015 . Commercial real estate loans increase d $202 million , personal loans increase d $36 million and commercial loan balances increase d $22 million .


•	Average deposits decrease d $401 million compared to the previous quarter, primarily due to a decrease in interest-bearing transaction accounts and time deposits. Period-end deposits were $20.6 billion at September 30, 2015 , a decrease of $440 million compared to June 30, 2015 .


•	New regulatory capital rules were effective for BOK Financial on January 1, 2015 and established a 7% threshold for the common equity Tier 1 ratio. The Company's common equity Tier 1 ratio was 12.78% at September 30, 2015 . In

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addition, the Company's Tier 1 capital ratio was 12.78% , total capital ratio was 13.89% and leverage ratio was 9.55% at September 30, 2015 . The Company's common equity Tier 1 ratio was 13.01% at June 30, 2015 . In addition, the Company's Tier 1 capital ratio was 13.01% , total capital ratio was 14.11% and leverage ratio was 9.75% at June 30, 2015 .


•	The Company paid a regular quarterly cash dividend of $29 million or $0.42 per common share during the third quarter of 2015 . On October 27, 2015 , the board of directors approved an increase in the regular quarterly cash dividend to $0.43 per common share payable on or about November 27, 2015 to shareholders of record as of November 13, 2015 .

•

The Company repurchased 1,258,348 common shares at an average price of $63.79 per share during the third quarter of 2015 , completing the existing board approval for share repurchases. No shares were repurchased during the second quarter of 2015 and third quarter of 2014 . On October 27, 2015 , the board of directors authorized the Company to purchase up to five million additional common shares, subject to market conditions, securities law and other regulatory compliance limitations.

Results of Operations

Net Interest Revenue and Net Interest Margin

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

Net interest revenue totaled $178.6 million for the third quarter of 2015 compared to $166.8 million for the third quarter of 2014 and $175.7 million for the second quarter of 2015 . Net interest margin was 2.61% for the third quarter of 2015 , 2.67% for the third quarter of 2014 and 2.61% for the second quarter of 2015 .

Net interest revenue increase d $11.8 million over the third quarter of 2014 . Net interest revenue increased $16.0 million primarily due to the growth in average loan balances. Net interest revenue decreased $3.6 million primarily due to lower loan yields, partially offset by lower funding costs and increased yields on the available for sale securities portfolio.

The tax-equivalent yield on earning assets was 2.83% for the third quarter of 2015 , down 10 basis points from the third quarter of 2014 . Loan yields decreased 24 basis points primarily due to continued market pricing pressure and lower interest rates. The available for sale securities portfolio yield increase d 6 basis points to 2.01% . Funding costs were down 9 basis points compared to the third quarter of 2014 . The cost of interest-bearing deposits decreased 7 basis points and the cost of other borrowed funds increased 3 basis points largely due to the mix of funding sources. The cost of subordinated debentures decrease d 142 basis points as $122 million of fixed-rate subordinated debt matured on June 1, 2015. The cost of this subordinated debt, including issuance discounts and hedge loss was 5.56%. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 10 basis points for the third quarter of 2015 and 15 basis points for the third quarter of 2014 .

Average earning assets for the third quarter of 2015 increased $2.4 billion or 9% over the third quarter of 2014 . Average loans, net of allowance for loan losses, increased $1.7 billion due primarily to growth in average commercial and commercial real estate loans. The average balance of interest-bearing cash and cash equivalents was up $821 million over the third quarter of 2014 as borrowings from the Federal Home Loan Banks were deposited in the Federal Reserve to earn a spread. The average balance of available for sale securities decreased $584 million as we reduced the size of our bond portfolio during 2014 through normal monthly runoff to better position the balance sheet for a longer-term rising rate environment. The average balances of fair value option securities held as an economic hedge of our mortgage servicing rights, restricted equity securities, residential mortgage loans held for sale and trading securities were all up over the prior year.

Average deposits increased $466 million over the third quarter of 2014 , including a $287 million increase in average interest-bearing transaction accounts and a $194 million increase in average demand deposit balances. Growth in average savings account balances was offset by a decrease in average time deposits compared to the prior year. Average borrowed funds increased $1.8 billion over the third quarter of 2014 , primarily due to increased borrowings from the Federal Home Loan Banks. The average balance of subordinated debentures decreased $122 million .

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Net interest margin was unchanged compared to the second quarter of 2015 . The yield on average earning assets decrease d 1 basis point. The loan portfolio yield decrease d 11 basis points to 3.54% . The second quarter included a 6 basis point benefit from $2.3 million of nonaccrual interest recoveries. Competitive loan pricing and low interest rates continue to impact loan yields. The yield on the available for sale securities portfolio increase d 7 basis point s to 2.01% . Funding costs were down 3 basis point s to 0.32% . The benefit to net interest margin from earning assets funded by non-interest bearing liabilities decrease d 2 basis points.

Average earning assets increase d $203 million during the third quarter of 2015 , primarily due to growth in average outstanding loans of $287 million over the previous quarter. Average commercial real estate loan balances increase d $209 million and average commercial loan balances were up $51 million . The average balance of trading securities increase d $52 million , the average balance of cash and cash equivalents increase d $36 million and the average balance of restricted equity securities increase d $34 million . This growth was partially offset by a $121 million decrease in the average balance of the available for sale securities portfolio and a $63 million decrease in the average balance of residential mortgage loans held for sale.

Average deposits decrease d $401 million compared to the previous quarter. Interest-bearing transaction account balances decrease d $303 million and average time deposit balances decrease d $94 million . The average balance of borrowed funds increase d $684 million over the second quarter of 2015 , primarily due to increased borrowings from the Federal Home Loan Banks, partially offset by a decrease in average repurchase agreement balances. The average balance of subordinated debentures decrease d $82 million .

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. More than three-fourths 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 manage toward 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 1 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.

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Table 1 -- Volume/Rate Analysis

(In thousands)



	Three Months Ended September 30, 2015 / 2014									Nine Months Ended September 30, 2015 / 2014
				Change Due To ¹									Change Due To ¹
	Change			Volume			Yield / Rate			Change			Volume			Yield /Rate
Tax-equivalent interest revenue:
Interest-bearing cash and cash equivalents	$	841		$	505		$	336		$	2,865		$	2,226		$	639
Trading securities	384			377			7			597			797			(200		)
Investment securities:
Taxable securities	(27		)	72			(99		)	73			337			(264		)
Tax-exempt securities	(137		)	(118		)	(19		)	(642		)	(431		)	(211		)
Total investment securities	(164		)	(46		)	(118		)	(569		)	(94		)	(475		)
Available for sale securities:
Taxable securities	(1,784		)	(2,902		)	1,118			(10,037		)	(12,100		)	2,063
Tax-exempt securities	121			(85		)	206			138			(302		)	440
Total available for sale securities	(1,663		)	(2,987		)	1,324			(9,899		)	(12,402		)	2,503
Fair value option securities	1,567			1,382			185			4,245			3,690			555
Restricted equity securities	1,669			1,705			(36		)	5,222			4,476			746
Residential mortgage loans held for sale	864			865			(1		)	3,592			4,639			(1,047		)
Loans	6,803			15,464			(8,661		)	19,515			45,702			(26,187		)
Total tax-equivalent interest revenue	10,301			17,265			(6,964		)	25,568			49,034			(23,466		)
Interest expense:
Transaction deposits	(320		)	115			(435		)	(706		)	128			(834		)
Savings deposits	(4		)	12			(16		)	(11		)	34			(45		)
Time deposits	(1,664		)	(179		)	(1,485		)	(3,663		)	(275		)	(3,388		)
Funds purchased	(44		)	(48		)	4			(283		)	(338		)	55
Repurchase agreements	(92		)	(42		)	(50		)	(260		)	(52		)	(208		)
Other borrowings	1,633			1,982			(349		)	4,832			6,088			(1,256		)
Subordinated debentures	(1,558		)	(533		)	(1,025		)	(2,045		)	(918		)	(1,127		)
Total interest expense	(2,049		)	1,307			(3,356		)	(2,136		)	4,667			(6,803		)
Tax-equivalent net interest revenue	12,350			15,958			(3,608		)	27,704			44,367			(16,663		)
Change in tax-equivalent adjustment	505									1,141
Net interest revenue	$	11,845								$	26,563


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

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Other Operating Revenue

Other operating revenue was $163.4 million for the third quarter of 2015 , a $1.5 million decrease compared to the third quarter of 2014 and a $12.8 million decrease compared to the second quarter of 2015 . Fees and commissions revenue increase d $6.1 million over the third quarter of 2014 and decrease d $7.9 million compared to the prior quarter. The change in the fair value of mortgage servicing rights, net of economic hedges, decreased other operating revenue by $4.4 million in the third quarter of 2015 and $1.1 million in the second quarter of 2015 and increased other operating revenue by $4.8 million in the third quarter of 2014 .

Table 2 – Other Operating Revenue

(In thousands)



	Three Months Ended Sept. 30,											Three Months Ended June 30, 2015
	2015			2014			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2015			Increase (Decrease)			% Increase (Decrease)
Brokerage and trading revenue	$	31,582		$	35,263		$	(3,681	)	(10	)%	$	36,012		$	(4,430	)	(12	)%
Transaction card revenue	32,514			31,578			936			3	%	32,778			(264		)	(1	)%
Fiduciary and asset management revenue	30,807			29,738			1,069			4	%	32,712			(1,905		)	(6	)%
Deposit service charges and fees	23,606			22,508			1,098			5	%	22,328			1,278			6	%
Mortgage banking revenue	33,170			26,814			6,356			24	%	36,846			(3,676		)	(10	)%
Bank-owned life insurance	2,360			2,326			34			1	%	2,398			(38		)	(2	)%
Other revenue	10,618			10,320			298			3	%	9,473			1,145			12	%
Total fees and commissions revenue	164,657			158,547			6,110			4	%	172,547			(7,890		)	(5	)%
Gain on other assets, net	1,161			1,422			(261		)	N/A		1,457			(296		)	N/A
Gain (loss) on derivatives, net	1,283			(93		)	1,376			N/A		(1,032		)	2,315			N/A
Gain (loss) on fair value option securities, net	5,926			(332		)	6,258			N/A		(8,130		)	14,056			N/A
Change in fair value of mortgage servicing rights	(11,757		)	5,281			(17,038		)	N/A		8,010			(19,767		)	N/A
Gain on available for sale securities, net	2,166			146			2,020			N/A		3,433			(1,267		)	N/A
Total other operating revenue	$	163,436		$	164,971		$	(1,535	)	(1	)%	$	176,285		$	(12,849	)	(7	)%

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

Fees and commissions revenue

Diversified sources of fees and commissions revenue are a significant part of our business strategy and represented 48% of total revenue for the third quarter of 2015 , excluding provision for credit losses and gains and losses on other assets, securities and derivatives and the change in the fair value of mortgage servicing rights. We believe that a variety of fee revenue sources provides an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. As an example of this strength, many of the economic factors that cause net interest revenue compression such as falling interest rates may also drive growth in our mortgage banking revenue. We expect growth in other operating revenue to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition and saturation in our existing markets could affect the rate of future increases.

Brokerage and trading revenue includes revenues from securities trading, customer hedging, retail brokerage and investment banking. Brokerage and trading revenue decrease d $3.7 million compared to the third quarter of 2014 .

Securities trading revenue was $11.7 million for the third quarter of 2015 , an increase of $2.2 million over the third quarter of 2014 . Securities trading revenue includes 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.

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Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Derivative Programs in Note 3 of the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange and equity derivatives to our customers. Customer hedging revenue totaled $9.3 million for the third quarter of 2015 , a $1.6 million decrease compared to the third quarter of 2014 . Higher volumes of derivative contracts executed by our mortgage banking customers were offset by lower volumes of energy, foreign exchange and interest rate contracts.

Revenue earned from retail brokerage transactions decrease d $2.4 million or 29% compared to the third quarter of 2014 to $6.0 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 is primarily based on the volume of customer transactions during the quarter. While sales volume increased over 2014, customers moved toward lower margin products.

Investment banking revenue, which includes fees earned upon completion of underwriting and financial advisory services and loan syndication fees, totaled $4.6 million for the third quarter of 2015 , a $1.9 million or 29% decrease compared to the third quarter of 2014 , primarily related to lower loan syndication fees.

Brokerage and trading revenue decrease d $4.4 million compared to the second quarter of 2015 . Investment banking fees decrease d $2.5 million compared to the prior quarter primarily due to lower loan syndication, financial advisory and underwriting fees. Excluding the impact of $382 thousand of recoveries received from the Lehman Brothers bankruptcy in the second quarter of 2015, customer hedging revenue decrease d $1.6 million. Securities trading revenue increase d $303 thousand and retail brokerage fees were up $113 thousand over the prior quarter.

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 for the third quarter of 2015 increase d $936 thousand or 3% over the third quarter of 2014 . Revenues from the processing of transactions on behalf of the members of our TransFund electronic funds transfer ("EFT") network totaled $16.1 million , largely unchanged compared to the prior year. Merchant services fees totaled $11.6 million , an increase of $946 thousand or 9% based on increased transaction activity. Revenue from interchange fees paid by merchants for transactions processed from debit cards issued by the Company totaled $4.8 million , an increase of $69 thousand or 1% over the third quarter of 2014 .

Transaction card revenue decrease d $264 thousand compared to the second quarter of 2015 . Decreased EFT network revenues were partially offset by growth in merchant services fees. Interchange fee revenue from debit cards issued by the Company was largely unchanged compared to the prior quarter.

Fiduciary and asset management revenue grew by $1.1 million or 4% over the third quarter of 2014 . The increase was primarily due to the growth in the fair value of fiduciary assets administered by the Company. Fiduciary assets are assets for which the Company possesses investment discretion on behalf of another or any other similar capacity. The fair value of fiduciary assets administered by the Company totaled $37.8 billion at September 30, 2015 , $34.0 billion at September 30, 2014 and $38.8 billion at June 30, 2015 .

Fiduciary and asset management revenue decrease d $1.9 million compared to the second quarter of 2015 primarily due to the seasonal timing of tax service fees which were recognized in the previous quarter and a decrease in the fair value of assets under management.

We also earn fees as administrator to and investment adviser for the Cavanal Hill Funds, a diversified, open-ended investment company established as a business trust under the Investment Company Act of 1940. The Bank is custodian and BOSC, Inc. is distributor for the Cavanal Hill Funds. Products of the Cavanal Hill Funds are offered to customers, employee benefit plans, trusts and the general public in the ordinary course of business. We have voluntarily waived administration fees on the 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 $3.4 million for the third quarter of 2015 compared to $2.6 million for the third quarter of 2014 and $2.9 million for the second quarter of 2015 .

Deposit service charges and fees were $23.6 million for the third quarter of 2015 , up $1.1 million or 5% over the third quarter of 2014 . Overdraft fees were $11.0 million for the third quarter of 2015 , an increase of $117 thousand or 1% compared to the third quarter of 2014 . Commercial account service charge revenue totaled $10.8 million , an increase of $1.1 million or 11% over the prior year. Service charges on deposit accounts with a standard monthly fee were $1.8 million , a decrease of $111 thousand or 6% compared to the third quarter of 2014 . Deposit service charges and fees grew by $1.3 million over the prior quarter primarily due to an increase in overdraft fee volumes.

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Mortgage banking revenue increase d $6.4 million over the third quarter of 2014 . Mortgage production revenue increase d $4.0 million largely due to increased production activity. Lower average primary mortgage interest rates and expansion of our correspondent and Home Direct lending channels increased loans closed during the quarter and outstanding loan commitments. Lower average interest rates also increased the percentage of refinanced mortgage loans to 30% in the third quarter of 2015 compared to 26% in the third quarter of 2014 . Growth in our correspondent and Home Direct lending channels caused margins to compress compared to the third quarter of 2014 . Additionally, production volumes in the third quarter of 2015 were impacted by the implementation of a new mortgage loan origination system during the quarter. Mortgage servicing revenue grew by $2.3 million or 19% over the third quarter of 2014 . The outstanding principal balance of mortgage loans serviced for others totaled $18.9 billion , an increase of $3.4 billion or 22% .

Mortgage banking revenue decrease d $3.7 million compared to the second quarter of 2015 . Mortgage production revenue decrease d $4.4 million . Increased average mortgage interest rates and implementation of a new mortgage origination system reduced mortgage production volume compared to the previous quarter. Total mortgage loans originated during the third quarter of 2015 decrease d $214 million compared to the previous quarter and outstanding mortgage loan commitments at September 30 were $107 million lower compared to June 30 . The increase in average mortgage interest rates during the quarter also reduced higher-margin refinance activity. Revenue from mortgage loan servicing grew by $720 thousand due to an increase in the volume of loans serviced. The outstanding balance of mortgage loans serviced for others increase d $949 million over June 30, 2015 .

Table 3 – Mortgage Banking Revenue

(In thousands)



	Three Months Ended Sept. 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2015			Increase (Decrease)			% Increase (Decrease)
	2015			2014			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2015			Increase (Decrease)			% Increase (Decrease)
Net realized gains on mortgage loans sold	$	18,968		$	17,100		$	1,868		11	%	$	23,856		$	(4,888	)	(20	)%
Change in net unrealized gains on mortgage loans held for sale	(251		)	(2,407		)	2,156			(90	)%	(743		)	492			(66	)%
Total mortgage production revenue	18,717			14,693			4,024			27	%	23,113			(4,396		)	(19	)%
Servicing revenue	14,453			12,121			2,332			19	%	13,733			720			5	%
Total mortgage revenue	$	33,170		$	26,814		$	6,356		24	%	$	36,846		$	(3,676	)	(10	)%

Mortgage loans funded for sale	$	1,614,225		$	1,394,211		$	220,014		16	%	$	1,828,230		$	(214,005	)	(12	)%
Mortgage loans sold	1,778,099			1,369,295			408,804			30	%	1,861,968			(83,869		)	(5	)%

Period end outstanding mortgage commitments, net	742,742			638,925			103,817			16	%	849,619			(106,877		)	(13	)%
Outstanding principal balance of mortgage loans serviced for others	18,928,726			15,499,653			3,429,073			22	%	17,979,623			949,103			5	%

Primary residential mortgage interest rate – period end	3.86		%	4.20		%	(34		) bps			4.02		%	(16		) bps
Primary residential mortgage interest rate – average	3.95		%	4.14		%	(19		) bps			3.82		%	13		bps
Secondary residential mortgage interest rate – period end	2.87		%	3.20		%	(33		) bps			3.13		%	(26		) bps
Secondary residential mortgage interest rate – average	2.97		%	3.21		%	(24		) bps			2.85		%	12		bps

Net gains on securities, derivatives and other assets

In the third quarter of 2015 , we recognized a $2.2 million net gain from sales of $451 million of available for sale securities. Securities were sold either because they had reached their expected maximum potential return or to move into securities that will perform better in the current rate environment. In the third quarter of 2014 , we recognized a $146 thousand net gain from sales of $553 million of available for sale securities and in the second quarter of 2015 , we recognized a $3.4 million net gain on sales of $379 million of available for sale securities.

- 7 -

We also maintain a portfolio of residential mortgage-backed securities issued by U.S. government agencies and interest rate derivative contracts designated as an economic hedge of the changes in the fair value of our mortgage servicing rights. The fair value of our mortgage servicing rights fluctuates due to changes in prepayment speeds and other assumptions as more fully described in Note 6 to the Consolidated Financial Statements. As benchmark mortgage rates increase, prepayment speeds slow and the value of our mortgage servicing rights increases. As benchmark mortgage rates fall, prepayment speeds increase and the value of our mortgage servicing rights decreases.

Changes in the fair value of mortgage servicing rights are highly dependent on changes in primary mortgage rates, rates offered to borrowers, and assumptions about servicing revenues, servicing costs and discount rates. Changes in the fair value of residential mortgage-backed securities and interest rate derivative contracts are highly dependent on changes in secondary mortgage rates, or rates required by investors. While primary and secondary mortgage rates generally move in the same direction, the spread between them may widen and narrow due to market conditions and government intervention. Changes in the spread between the primary and secondary rates can cause significant earnings volatility. Additionally, the fair value of mortgage servicing rights is dependent on short-term interest rates that affect the value of custodial funds, changes in the spread between short-term and long-term interest rates, and other assumptions such as estimated loan servicing costs.

Table 4 following shows the relationship between changes in the fair value of mortgage servicing rights and the fair value of fair value option residential mortgage-backed securities and interest rate derivative contracts designated as an economic hedge.

Table 4 - Gain (Loss) on Mortgage Servicing Rights

(In thousands)



	Three Months Ended
	Sept. 30, 2015			June 30, 2015			Sept. 30, 2014
Gain (loss) on mortgage hedge derivative contracts, net	$	1,460		$	(1,005	)	$	(93	)
Gain (loss) on fair value option securities, net	5,926			(8,130		)	(341		)
Gain (loss) on economic hedge of mortgage servicing rights, net	7,386			(9,135		)	(434		)
Gain (loss) on change in fair value of mortgage servicing rights	(11,757		)	8,010			5,281
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges	$	(4,371	)	$	(1,125	)	$	4,847

Net interest revenue on fair value option securities	$	2,140		$	1,985		$	830

Primary rates disclosed in Table 3 above represent rates generally available to borrowers on 30 year conforming mortgage loans and affect the value of our mortgage servicing rights. Secondary rates represent rates generally paid on 30 year residential mortgage-backed securities guaranteed by U.S. government agencies and affect the value of securities and derivative contracts used as an economic hedge of our mortgage servicing rights.

- 8 -

Other Operating Expense

Other operating expense for the third quarter of 2015 totaled $224.6 million , a $2.8 million or 1% increase over the third quarter of 2014 . Personnel expenses increase d $6.0 million or 5% . Non-personnel expenses decrease d $3.2 million or 3% compared to the prior year.

Operating expenses decrease d $2.5 million compared to the previous quarter. Personnel expense decrease d $3.6 million . Non-personnel expense increase d $1.1 million .

Table 5 -- Other Operating Expense

(In thousands)



	Three Months Ended Sept. 30,						Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2015		Increase (Decrease)			% Increase (Decrease)
	2015			2014			Increase (Decrease)			% Increase (Decrease)		Three Months Ended June 30, 2015		Increase (Decrease)			% Increase (Decrease)
Regular compensation	$	79,208		$	74,662		$	4,546		6	%	$	78,105	$	1,103		1	%
Incentive compensation:
Cash-based	30,462			28,721			1,741			6	%	32,347		(1,885		)	(6	)%
Share-based	2,885			3,824			(939		)	(25	)%	3,057		(172		)	(6	)%
Deferred compensation	(539		)	(52		)	(487		)	N/A		118		(657		)	N/A
Total incentive compensation	32,808			32,493			315			1	%	35,522		(2,714		)	(8	)%
Employee benefits	17,046			15,888			1,158			7	%	19,068		(2,022		)	(11	)%
Total personnel expense	129,062			123,043			6,019			5	%	132,695		(3,633		)	(3	)%
Business promotion	5,922			6,160			(238		)	(4	)%	7,765		(1,843		)	(24	)%
Charitable contributions to BOKF Foundation	796			—			796			N/A		—		796			N/A
Professional fees and services	10,147			14,763			(4,616		)	(31	)%	9,560		587			6	%
Net occupancy and equipment	18,689			18,892			(203		)	(1	)%	18,927		(238		)	(1	)%
Insurance	4,864			4,793			71			1	%	5,116		(252		)	(5	)%
Data processing and communications	31,228			29,971			1,257			4	%	31,463		(235		)	(1	)%
Printing, postage and supplies	3,376			3,380			(4		)	—	%	3,553		(177		)	(5	)%
Net losses and operating expenses of repossessed assets	267			4,966			(4,699		)	(95	)%	223		44			20	%
Amortization of intangible assets	1,089			1,100			(11		)	(1	)%	1,090		(1		)	—	%
Mortgage banking costs	8,587			7,734			853			11	%	7,419		1,168			16	%
Other expense	10,601			7,032			3,569			51	%	9,302		1,299			14	%
Total other operating expense	$	224,628		$	221,834		$	2,794		1	%	$	227,113	$	(2,485	)	(1	)%

Average number of employees (full-time equivalent)	4,846			4,669			177			4	%	4,776		70			1	%

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

Personnel expense

Regular compensation, which consists of salaries and wages, overtime pay and temporary personnel costs, increase d $4.5 million or 6% over the third quarter of 2014 . Positions added since the prior year have primarily been higher-costing positions in compliance and risk management, technology and wealth management. In addition, standard annual merit increases in regular compensation were effective for the majority of our staff on March 1.

Incentive compensation increase d $315 thousand over the third quarter of 2014 . Cash-based incentive compensation plans are either intended to provide current rewards to employees who generate long-term business opportunities for 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 increased $1.7 million or 6% over the third quarter of 2014 .

- 9 -

Share-based compensation expense represents expense for equity awards based on grant-date fair value and is largely unaffected by subsequent changes in fair value. Non-vested shares awarded prior to 2013 generally cliff vest in 5 years. Non-vested shares awarded since January 1, 2013 generally cliff vest in 3 years and are subject to a two year holding period after vesting.

Employee benefit expense increase d $1.2 million or 7% over the third quarter of 2014 primarily due to increased employee retirement plan and payroll tax expense.

Personnel costs decrease d by $3.6 million compared to the second quarter of 2015 , primarily due to a $2.7 million decrease in incentive compensation expense and a $1.6 million seasonal decrease in payroll taxes. These decreases were partially offset by a $1.1 million increase in regular compensation expense.

Non-personnel operating expenses

Non-personnel operating expenses decrease d $3.2 million or 3% compared to the third quarter of 2014 . Net losses and operating expenses of repossessed assets were $4.7 million lower than in the prior year. Professional fees and services expense decrease d $4.6 million . The third quarter of 2014 included $2.2 million of risk management and regulatory compliance costs related to testing our systems and processes. Other expense increase d $2.8 million due to accruals for settled litigation. Data processing and communications expense increase d $1.3 million due to increased transaction activity.

Non-personnel expense increase d $1.1 million compared to the second quarter of 2015 . Mortgage banking expense increase d $1.2 million and other expense increase d $1.3 million , partially offset by a $1.8 million decrease in business promotion expense.

Income Taxes

Income tax expense was $34.1 million or 31.0% of book taxable income for the third quarter of 2015 compared to $33.8 million or 30.7% of book taxable income for the third quarter of 2014 and $40.6 million or 33.6% of book taxable income for the second quarter of 2015 .

The statute of limitations expired on uncertain income tax positions and the Company adjusted its current income tax liability to amounts on filed tax returns for 2014 during the third quarter of 2015. These adjustments reduced income tax expense by $2.0 million in the third quarter of 2015 and $2.3 million in the third quarter of 2014. The Company also made a charitable contribution to the BOKF Foundation in the third quarter of 2015, which reduced income tax expense by $99 thousand . Excluding these adjustments, income tax expense would have been 32.9% of book taxable income for the third quarter of 2015 and 32.8% of book taxable income for the third quarter of 2014.

The Company adopted FASB Accounting Standards Update No. 2014-01, Accounting for Investments in Qualified Affordable Housing Projects, on January 1, 2015. This standard was retrospectively applied to all periods presented. Approximately $1.9 million was reclassified from pre-tax earnings to income tax expense in the third quarter of 2014 and approximately $7.4 million was reclassified from pre-tax earnings to income tax expense for the nine months ended September 30, 2014 . This reclassification increased the effective tax rate by 120 basis points in the third quarter of 2014 and 150 basis points for the nine months ended September 30, 2014 . Adoption of this standard did not affect net income.

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. The reserve for uncertain tax positions was $14 million at both September 30, 2015 and at June 30, 2015 and $12 million at September 30, 2014 .

- 10 -

Lines of Business

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

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

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

The cost of funds borrowed from the Funds Management unit by the operating lines of business is transfer priced at rates that approximate market rates for funds with similar duration. Market rates are 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 also based on rates which approximate 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 rate and a moving average of an intermediate term swap rate, with an appropriate spread applied to both. Shorter duration products are weighted towards the short term LIBOR rate and longer duration products are weighted towards the intermediate swap rates. The expected duration ranges from 30 days for certain rate-sensitive deposits to five years.

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

As shown in Table 6 , net income attributable to our lines of business increase d $3.2 million or 6% over the third quarter of 2014 . Growth in both net interest revenue and fees and commissions revenue was partially offset by increased operating expenses. The third quarter of 2015 had $2.3 million of net charge-offs compared to net recoveries of $228 thousand in the third quarter of 2014 .

Table 6 -- Net Income by Line of Business

(In thousands)



	Three Months Ended				Nine Months Ended
	Sept. 30,				Sept. 30,
	2015		2014		2015		2014
Commercial Banking	$	45,012	$	39,004	$	136,260	$	113,348
Consumer Banking	5,073		9,513		18,549		26,412
Wealth Management	3,870		2,258		12,921		9,568
Subtotal	53,955		50,775		167,730		149,328
Funds Management and other	20,936		24,857		61,234		78,789
Total	$	74,891	$	75,632	$	228,964	$	228,117

- 11 -

Commercial Banking

Commercial Banking contributed $45.0 million to consolidated net income in the third quarter of 2015 , up $6.0 million or 15% over the third quarter of 2014 . Increased net interest revenue and lower operating expenses, was partially offset by an increase net loans charged off. Commercial Banking had $828 thousand of net loans charged off in the third quarter of 2015 compared $1.7 million of net recoveries in the third quarter of 2014 .

Table 7 -- Commercial Banking

(Dollars in thousands)



	Three Months Ended						Increase (Decrease)				Nine Months Ended						Increase (Decrease)
	Sept. 30,										Sept. 30,
	2015			2014							2015			2014
Net interest revenue from external sources	$	109,495		$	95,423		$	14,072			$	319,279		$	281,064		$	38,215
Net interest expense from internal sources	(12,730		)	(9,796		)	(2,934		)		(37,928		)	(33,419		)	(4,509		)
Total net interest revenue	96,765			85,627			11,138				281,351			247,645			33,706
Net loans charged off (recovered)	828			(1,702		)	2,530				(8,122		)	(8,894		)	772
Net interest revenue after net loans charged off (recovered)	95,937			87,329			8,608				289,473			256,539			32,934

Fees and commissions revenue	45,317			44,994			323				133,527			127,505			6,022
Gain (loss) on financial instruments and other assets, net	(418		)	127			(545		)		(164		)	(978		)	814
Other operating revenue	44,899			45,121			(222		)		133,363			126,527			6,836

Personnel expense	28,544			28,133			411				84,362			82,455			1,907
Non-personnel expense	23,955			27,399			(3,444		)		71,493			73,074			(1,581		)
Other operating expense	52,499			55,532			(3,033		)		155,855			155,529			326

Net direct contribution	88,337			76,918			11,419				266,981			227,537			39,444
Corporate expense allocations	14,668			13,081			1,587				43,970			42,024			1,946
Income before taxes	73,669			63,837			9,832				223,011			185,513			37,498
Federal and state income tax	28,657			24,833			3,824				86,751			72,165			14,586
Net income	$	45,012		$	39,004		$	6,008			$	136,260		$	113,348		$	22,912

Average assets	$	13,544,828		$	11,508,661		$	2,036,167			$	13,114,958		$	11,222,847		$	1,892,111
Average loans	12,531,113			10,827,829			1,703,284				12,230,278			10,548,702			1,681,576
Average deposits	8,628,520			8,924,040			(295,520		)		8,850,537			8,889,451			(38,914		)
Average invested capital	1,062,053			940,091			121,962				1,028,013			937,281			90,732
Return on average assets	1.32		%	1.35		%	(3		)	bp	1.39		%	1.35		%	4			bp
Return on invested capital	16.83		%	16.47		%	36			bp	17.74		%	16.21		%	153			bp
Efficiency ratio	36.90		%	42.45		%	(555		)	bp	37.51		%	41.39		%	(388		)	bp
Net recoveries (annualized) to average loans	0.03		%	(0.06		)%	9			bp	(0.09		)%	(0.11		)%	2			bp

Net interest revenue increase d $11.1 million or 13% over the prior year. Growth in net interest revenue was primarily due to a $1.7 billion or 16% increase in average loan balances, partially offset by reduced yields on loans and a $296 million decrease in average deposit balances.

- 12 -

Fees and commissions revenue increased $323 thousand or 1% over the third quarter of 2014 . Other revenue increase d $1.6 million primarily related to merchant banking activity. Commercial deposit service charge revenue increase d $994 thousand . Transaction card revenues from our TransFund electronic funds transfer network were up $931 thousand . These increases were partially offset by a $3.2 million decrease related to the timing and volume of commercial loan syndication fees.

Operating expenses decrease d $3.0 million or 5% compared to the third quarter of 2014 . Personnel costs increased $411 thousand or 1% primarily due to standard annual merit increases, partially offset by lower incentive compensation expense. Non-personnel expenses decrease d $3.4 million or 13% . Net losses and operating expenses of repossessed assets decrease d $5.2 million compared to the prior year. Data processing and communication expense increased $898 thousand related to growth in transaction activity and other expense increased $894 thousand primarily due to merchant banking investment activity. Corporate expense allocations increase d $1.6 million over the prior year.

The average outstanding balance of loans attributed to Commercial Banking grew by $1.7 billion over the third quarter of 2014 to $12.5 billion . See the Loans section of Management’s Discussion and Analysis of Financial Condition following for additional discussion of changes in commercial and commercial real estate loans which are primarily attributed to the Commercial Banking segment.

Average deposits attributed to Commercial Banking were $8.6 billion for the third quarter of 2015 , a decrease of $296 million compared to the third quarter of 2014 . Commercial customers continue to maintain high account balances due to continued economic uncertainty and persistently low yields available on high quality investments.

Consumer Banking

Consumer Banking provides retail banking services through four primary distribution channels: traditional branches, the 24-hour ExpressBank call center, Internet banking and mobile banking. Consumer Banking also conducts mortgage banking activities through offices located outside of our consumer banking markets, through correspondent loan originators and through Home Direct Mortgage, an on-line origination channel.

Consumer Banking contributed $5.1 million to consolidated net income for the third quarter of 2015 , a decrease of $4.4 million compared to the third quarter of 2014 .

Changes in the fair value of our mortgage servicing rights, net of economic hedge, resulted in a $2.7 million decrease in Consumer Banking net income in the third quarter of 2015 compared to a $3.0 million increase in Consumer Banking net income in the third quarter of 2014 . Mortgage banking revenue grew by $6.3 million over the prior year, mostly offset by a $3.6 million increase in corporate expense allocations.

- 13 -

Table 8 -- Consumer Banking

(Dollars in thousands)



	Three Months Ended						Increase (Decrease)				Nine Months Ended						Increase (Decrease)
	Sept. 30,										Sept. 30,
	2015			2014							2015			2014
Net interest revenue from external sources	$	21,578		$	19,742		$	1,836			$	64,030		$	61,672		$	2,358
Net interest revenue from internal sources	7,688			9,517			(1,829		)		23,226			28,354			(5,128		)
Total net interest revenue	29,266			29,259			7				87,256			90,026			(2,770		)
Net loans charged off	1,488			1,599			(111		)		1,488			1,599			(111		)
Net interest revenue after net loans charged off	27,778			27,660			118				85,768			88,427			(2,659		)

Fees and commissions revenue	55,117			48,508			6,609				171,760			145,018			26,742
Gain on financial instruments and other assets, net	9,618			1,454			8,164				8,282			14,636			(6,354		)
Change in fair value of mortgage servicing rights	(11,757		)	5,281			(17,038		)		(12,269		)	(5,624		)	(6,645		)
Other operating revenue	52,978			55,243			(2,265		)		167,773			154,030			13,743

Personnel expense	26,063			23,667			2,396				78,751			71,401			7,350
Non-personnel expense	24,545			25,438			(893		)		79,653			70,061			9,592
Total other operating expense	50,608			49,105			1,503				158,404			141,462			16,942

Net direct contribution	30,148			33,798			(3,650		)		95,137			100,995			(5,858		)
Corporate expense allocations	21,845			18,229			3,616				64,779			57,768			7,011
Income before taxes	8,303			15,569			(7,266		)		30,358			43,227			(12,869		)
Federal and state income tax	3,230			6,056			(2,826		)		11,809			16,815			(5,006		)
Net income	$	5,073		$	9,513		$	(4,440	)		$	18,549		$	26,412		$	(7,863	)

Average assets	$	7,286,709		$	7,123,786		$	162,923			$	7,307,097		$	7,091,118		$	215,979
Average loans	1,882,584			1,979,783			(97,199		)		1,908,007			1,994,173			(86,166		)
Average deposits	6,675,990			6,543,492			132,498				6,674,052			6,499,468			174,584
Average invested capital	264,540			271,705			(7,165		)		268,427			278,396			(9,969		)
Return on average assets	0.28		%	0.53		%	(25		)	bp	0.34		%	0.50		%	(16		)	bp
Return on invested capital	7.61		%	13.89		%	(628		)	bp	9.24		%	12.68		%	(344		)	bp
Efficiency ratio	56.97		%	58.99		%	(202		)	bp	58.28		%	56.26		%	202			bp
Net charge-offs (annualized) to average loans	0.31		%	0.32		%	(1		)	bp	0.10		%	0.11		%	(1		)	bp



	Sept. 30, 2015	Sept. 30, 2014	Increase (Decrease)
Banking locations	154	186	(32	)

Net interest revenue from Consumer Banking activities was largely unchanged compared to the third quarter of 2014 . Average loan balances were $97 million or 5% lower than the prior year. This impact was partially offset by a $132 million or 2% increase in deposit balances, which are sold to the Funds Management unit.

Fees and commissions revenue increased $6.6 million or 14% over the third quarter of 2014 , primarily due to a $6.3 million increase in mortgage banking revenue over the prior year. Deposit service charges and fees were largely unchanged compared to the prior year.

- 14 -

Operating expenses increase d $1.5 million or 3% over the third quarter of 2014 . Personnel expenses were up $2.4 million or 10% , including a $1.9 million increase in regular compensation expense primarily due to the expansion of our Home Direct Mortgage origination channel. Employee benefit expense and incentive compensation expense both increased over the prior year as well. Non-personnel expense decrease d $893 thousand compared to the prior year. Net occupancy and equipment, professional fees and services, deposit insurance expense and business promotion decreased compared to the prior year, offset by an increase in mortgage banking, data processing and communications and other expense. Corporate expense allocations increase d $3.6 million over the third quarter of 2014 .

Average consumer deposits increase d $132 million or 2% over the third quarter of 2014 . Average demand deposit balances increase d $138 million or 10% , average interest-bearing transaction accounts increase d $124 million or 4% and average savings account balances increase d $37 million or 11% . Average time deposit balances were down $167 million or 11% compared to the prior year.

- 15 -

Wealth Management

Wealth Management contributed $3.9 million to consolidated net income in the third quarter of 2015 , up $1.6 million over the third quarter of 2014 . Brokerage and trading revenue and fiduciary and asset management revenue both grew over the prior year. Increased operating expenses were offset by lower corporate expense allocations.

Table 9 -- Wealth Management

(Dollars in thousands)



	Three Months Ended						Increase (Decrease)				Nine Months Ended						Increase (Decrease)
	Sept. 30,										Sept. 30,
	2015			2014							2015			2014
Net interest revenue from external sources	$	6,680		$	5,956		$	724			$	18,289		$	17,574		$	715
Net interest revenue from internal sources	5,161			5,191			(30		)		15,712			14,594			1,118
Total net interest revenue	11,841			11,147			694				34,001			32,168			1,833
Net loans charged off (recovered)	2			(125		)	127				(745		)	323			(1,068		)
Net interest revenue after net loans charged off (recovered)	11,839			11,272			567				34,746			31,845			2,901

Fees and commissions revenue	63,304			61,173			2,131				192,314			181,542			10,772
Loss on financial instruments and other assets, net	(209		)	(172		)	(37		)		(998		)	(752		)	(246		)
Other operating revenue	63,095			61,001			2,094				191,316			180,790			10,526

Personnel expense	46,182			44,293			1,889				136,499			127,893			8,606
Non-personnel expense	11,560			12,008			(448		)		35,261			32,953			2,308
Other operating expense	57,742			56,301			1,441				171,760			160,846			10,914

Net direct contribution	17,192			15,972			1,220				54,302			51,789			2,513
Corporate expense allocations	10,858			12,276			(1,418		)		33,154			36,130			(2,976		)
Income before taxes	6,334			3,696			2,638				21,148			15,659			5,489
Federal and state income tax	2,464			1,438			1,026				8,227			6,091			2,136
Net income	$	3,870		$	2,258		$	1,612			$	12,921		$	9,568		$	3,353

Average assets	$	4,629,506		$	4,324,204		$	305,302			$	4,696,750		$	4,499,858		$	196,892
Average loans	1,085,563			1,000,165			85,398				1,062,430			971,169			91,261
Average deposits	4,490,144			4,207,216			282,928				4,570,593			4,376,874			193,719
Average invested capital	226,477			220,489			5,988				225,222			212,729			12,493
Return on average assets	0.38		%	0.26		%	12			bp	0.42		%	0.33		%	9			bp
Return on invested capital	7.75		%	5.06		%	269			bp	8.66		%	6.89		%	177			bp
Efficiency ratio	76.56		%	77.69		%	(113		)	bp	75.69		%	75.13		%	56			bp
Net charge-offs (annualized) to average loans	—		%	(0.05		)%	5			bp	(0.09		)%	0.04		%	(13		)	bp

- 16 -



	Sept. 30,				Increase (Decrease)
	2015		2014		Increase (Decrease)
Fiduciary assets in custody for which BOKF has sole or joint discretionary authority	$	14,027,771	$	14,586,937	$	(559,166	)
Fiduciary assets not in custody for which BOKF has sole or joint discretionary authority	3,325,785		3,322,947		2,838
Non-managed trust assets in custody	20,427,113		16,110,558		4,316,555
Total fiduciary assets	37,780,669		34,020,442		3,760,227
Assets held in safekeeping	23,574,320		22,814,401		759,919
Brokerage accounts under BOKF administration	5,646,493		5,564,443		82,050
Assets under management or in custody	$	67,001,482	$	62,399,286	$	4,602,196

Net interest revenue for the third quarter of 2015 increase d $694 thousand or 6% over the third quarter of 2014 . Average deposit balances were up $283 million or 7% over the third quarter of 2014 . Time deposit balances increase d $168 million and non-interest bearing demand deposits increase d $98 million . Interest-bearing transaction account balances increase d $17 million . Average loan balances were up $85 million or 9% over the prior year. The benefit of this growth was partially offset by lower yields.

Fees and commissions revenue was up $2.1 million or 3% over the third quarter of 2014 . Brokerage and trading revenue increase d $1.4 million or 5% . Fiduciary and asset management revenue increase d $1.1 million or 4% over the prior year.

Other operating revenue includes fees earned from state and municipal bond and corporate debt underwriting and financial advisory services, primarily in the Oklahoma and Texas markets. In the third quarter of 2015 , the Wealth Management division participated in 132 state and municipal bond underwritings that totaled $3.2 billion. As a participant, the Wealth Management division was responsible for facilitating the sale of approximately $997 million of these underwritings. The Wealth Management division also participated in three corporate debt underwritings that totaled $1.7 billion. Our interest in these underwritings was $27 million. In the third quarter of 2014 , the Wealth Management division participated in 127 state and municipal bond underwritings that totaled approximately $2.2 billion. Our interest in these underwritings totaled approximately $668 million. The Wealth Management division also participated in 5 corporate debt underwritings that totaled $2.1 billion. Our interest in these underwritings was $61 million.

Operating expenses increased $1.4 million or 3% over the third quarter of 2014 . Personnel expenses increased $1.9 million , primarily due to an increase in regular compensation and incentive compensation expense. Non-personnel expense decrease d $448 thousand . Lower professional fees and service expense and deposit insurance expense, were partially offset by increased business promotion and data processing and communications expense. Corporate expense allocations decrease d $1.4 million compared to the prior year.

- 17 -

Financial Condition

Securities

We maintain a securities portfolio to enhance profitability, manage interest rate risk, provide liquidity and comply with regulatory requirements. Securities are classified as trading, held for investment, or available for sale. See Note 2 to the consolidated financial statements for the composition of the securities portfolio as of September 30, 2015 , December 31, 2014 and September 30, 2014 .

At September 30, 2015 , the carrying value of investment (held-to-maturity) securities was $612 million and the fair value was $643 million . Investment securities consist primarily of long-term, fixed rate Oklahoma and Texas municipal bonds, taxable Texas school construction bonds and residential mortgage-backed securities issued by U.S. government agencies. The investment security portfolio is diversified among issuers. The largest obligation of any single issuer is $30million. Substantially all of these bonds are general obligations of the issuers. Approximately $104 million of the 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.

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 $8.7 billion at September 30, 2015 , a decrease of $255 million compared to June 30, 2015 . Available for sale securities consist primarily of U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. Commercial mortgage-backed securities have prepayment penalties similar to commercial loans. At September 30, 2015 , residential mortgage-backed securities represented 68% of total available for sale securities.

A primary risk of holding residential mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. Our best estimate of the duration of the combined residential mortgage-backed securities portfolio held in investment and available for sale securities at September 30, 2015 is 3.1 years. Management estimates the duration extends to 3.6 years assuming an immediate 200 basis point upward shock. The estimated duration contracts to 2.8 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 September 30, 2015 , approximately $5.7 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 $5.8 billion at September 30, 2015 .

We also hold amortized cost of $134 million in residential mortgage-backed securities privately issued by publicly-owned financial institutions, a decrease of $8.4 million from June 30, 2015 . The decrease was due to cash payments received during the quarter. The fair value of our portfolio of privately issued residential mortgage-backed securities totaled $146 million at September 30, 2015 .

The amortized cost of our portfolio of privately issued residential mortgage-backed securities included $75 million of Jumbo-A residential mortgage loans and $59 million of Alt-A residential mortgage loans. Jumbo-A residential mortgage loans generally meet government underwriting standards, but have loan balances that exceed agency maximums. Alt-A mortgage loans generally do not have sufficient documentation to meet government agency underwriting standards. Approximately 91% of our Alt-A mortgage-backed securities represent pools of fixed rate residential mortgage loans. None of the adjustable rate mortgages are payment option adjustable rate mortgages (“ARMs”). Approximately 30% of our Jumbo-A residential mortgage-backed securities represent pools of fixed rate residential mortgage loans and none of the adjustable rate mortgages are payment option ARMs.

The aggregate gross amount of unrealized losses on available for sale securities totaled $7.9 million at September 30, 2015 , compared to $26 million at June 30, 2015 . 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. No other-than-temporary impairment charges were recognized in earnings during the third quarter of 2015 .

- 18 -

Certain residential mortgage-backed securities issued by U.S. government agencies and included in fair value option securities on the Consolidated Balance Sheets have been segregated and designated as economic hedges of changes in the fair value of our mortgage servicing rights. 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.

BOK Financial is required to hold stock as members of the Federal Reserve system and the Federal Home Loan Banks ("FHLB"). These restricted equity securities are carried at cost as these securities do not have a readily determined fair value because the ownership of these shares are restricted and they lack a market. Federal Reserve Bank stock totaled $35 million and holdings of FHLB stock totaled $228 million at September 30, 2015 . Holdings of FHLB stock increased $32 million over June 30, 2015 . We are required to hold stock in the FHLB in proportion to our borrowings with the FHLB.

Bank-Owned Life Insurance

We have approximately $301 million of bank-owned life insurance at September 30, 2015 . This investment is expected to provide a long-term source of earnings to support existing employee benefit programs. Approximately $270 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 certain life insurance policies is further supported by a stable value wrap, which protects against changes in the fair value of the investments. At September 30, 2015 , the fair value of investments held in separate accounts was approximately $284 million. As the underlying fair value of the investments held in a separate account at September 30, 2015 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 represents the cash surrender value of policies held in general accounts and other amounts due from various insurance companies.

- 19 -

Loans

The aggregate loan portfolio before allowance for loan losses totaled $15.4 billion at September 30, 2015 , an increase of $243 million over June 30, 2015 . Outstanding commercial loans grew by $22 million over June 30, 2015 , largely due to growth in healthcare, other commercial and industrial and services loans, partially offset by a decrease in wholesale/retail and energy loan balances. Commercial real estate loan balances were up $202 million primarily related to growth in loans secured by retail facilities, industrial facilities, office buildings and multifamily residential properties, partially offset by a decrease in other commercial real estate loans. Residential mortgage loans decrease d $16 million compared to June 30, 2015 and personal loans increase d $36 million over June 30, 2015 .

Table 10 -- Loans

(In thousands)



	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Commercial:
Energy	$	2,838,167	$	2,902,143	$	2,902,994	$	2,860,428	$	2,551,699
Services	2,706,624		2,681,126		2,592,876		2,391,530		2,339,951
Wholesale/retail	1,461,936		1,533,730		1,405,800		1,440,015		1,421,107
Manufacturing	555,677		579,549		560,925		532,594		479,543
Healthcare	1,741,680		1,646,025		1,511,177		1,454,969		1,382,399
Other commercial and industrial	493,338		433,148		417,391		416,134		397,339
Total commercial	9,797,422		9,775,721		9,391,163		9,095,670		8,572,038

Commercial real estate:
Residential construction and land development	153,510		148,574		139,152		143,591		175,228
Retail	769,449		688,447		658,860		666,889		611,265
Office	626,151		563,085		513,862		415,544		438,909
Multifamily	758,658		711,333		749,986		704,298		739,757
Industrial	563,871		488,054		478,584		428,817		371,426
Other commercial real estate	363,428		434,004		395,020		369,011		387,614
Total commercial real estate	3,235,067		3,033,497		2,935,464		2,728,150		2,724,199

Residential mortgage:
Permanent mortgage	937,664		946,324		964,264		969,951		991,107
Permanent mortgages guaranteed by U.S. government agencies	192,712		190,839		200,179		205,950		198,488
Home equity	738,619		747,565		762,556		773,611		790,068
Total residential mortgage	1,868,995		1,884,728		1,926,999		1,949,512		1,979,663

Personal	465,957		430,190		430,510		434,705		407,839

Total	$	15,367,441	$	15,124,136	$	14,684,136	$	14,208,037	$	13,683,739

Certain loans previously classified Services in the prior periods have been reclassified to Wholesale/retail to conform with current classification guidelines.

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, 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.

- 20 -

Commercial loans totaled $9.8 billion or 64% of the loan portfolio at September 30, 2015 , an increase of $22 million over June 30, 2015 . Healthcare sector loans grew by $96 million , other commercial and industrial loans increase d $60 million and service sector loans increase by $25 million during the quarter. Wholesale/retail sector loans decrease d $72 million and energy loan balances decrease d $64 million compared to June 30, 2015 .

Table 11 presents the commercial sector of our loan portfolio distributed primarily by collateral location. Loans for which collateral location is less relevant, such as unsecured loans and reserve-based energy loans, are distributed by the borrower's primary operating location. The majority of the collateral securing our commercial loan portfolio is located within our geographical footprint with 35% concentrated in the Texas market and 21% concentrated in the Oklahoma market. The Other category is primarily composed of two states, Louisiana and California, which represent $361 million or 4% of the commercial loan portfolio and $214 million or 2% of the commercial loan portfolio, respectively, at September 30, 2015 . All other states individually represent one percent or less of total commercial loans.

Table 11 -- Commercial Loans by Collateral Location

(In thousands)



	Oklahoma		Texas		New Mexico		Arkansas		Colorado		Arizona		Kansas/Missouri		Other		Total
Energy	$	554,340	$	1,379,387	$	66,958	$	7,191	$	355,005	$	10,886	$	74,277	$	390,123	$	2,838,167
Services	598,784		818,467		198,433		3,188		274,578		155,396		163,862		493,916		2,706,624
Wholesale/retail	399,540		573,974		38,250		39,159		61,332		46,799		49,946		252,936		1,461,936
Manufacturing	159,692		184,973		4,024		5,114		35,717		51,684		59,990		54,483		555,677
Healthcare	265,113		326,082		118,616		77,408		118,909		112,553		199,244		523,755		1,741,680
Other commercial and industrial	84,698		149,780		5,670		72,876		25,612		18,919		90,248		45,535		493,338
Total commercial loans	$	2,062,167	$	3,432,663	$	431,951	$	204,936	$	871,153	$	396,237	$	637,567	$	1,760,748	$	9,797,422

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

Outstanding energy loans totaled $2.8 billion or 18% of total loans at September 30, 2015 . Unfunded energy loan commitments increase d by $147 million to $2.7 billion at September 30, 2015 . Approximately $2.3 billion of energy loans were to oil and gas producers, down $135 million compared to June 30, 2015 . Approximately 61% of the committed production loans are secured by properties primarily producing oil and 39% of the committed production loans are secured by properties primarily producing natural gas. Loans to borrowers that provide services to the energy industry increased $79 million to $323 million at September 30, 2015 . Loans to midstream oil and gas companies totaled $149 million at September 30, 2015 , an increase of $42 million over June 30, 2015 . Loans to other energy borrowers, including those engaged in wholesale or retail energy sales, totaled $35 million , a $50 million decrease compared to the prior quarter.

The services sector of the loan portfolio totaled $2.7 billion or 18% of total loans and consists of a large number of loans to a variety of businesses, including governmental, finance and insurance, not-for-profit, educational services and loans to entities providing services for real estate and construction. Service sector loans increase d by $25 million compared to June 30, 2015 . 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.

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

- 21 -

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 September 30, 2015 , the outstanding principal balance of these loans totaled $3.4 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 credits to the same standard of analysis and perform the same level of review as internally originated credits. Our lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. In addition to management’s quarterly assessment of credit risk, banking regulators annually review a sample of shared national credits for proper risk grading.

Commercial Real Estate

Commercial real estate represents loans for the construction of buildings or other improvements to real estate and property held by borrowers for investment purposes generally within our geographical footprint, with larger concentrations in Texas and Oklahoma which represent 31% and 13% of the total commercial real estate portfolio at September 30, 2015 , respectively. We require collateral values in excess of the loan amounts, demonstrated cash flows in excess of expected debt service requirements, equity investment in the project and a portion of the project already sold, leased or permanent financing already secured. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. As with commercial loans, inherent lending risks are centrally monitored on a continuous basis from underwriting throughout the life of the loan for compliance with applicable lending policies.

Commercial real estate loans totaled $3.2 billion or 21% of the loan portfolio at September 30, 2015 . The outstanding balance of commercial real estate loans increase d $202 million during the third quarter of 2015 . Retail sector loans increase d $81 million . Loans secured by industrial facilities grew $76 million . Loans secured by office buildings increase d $63 million and loans secured by multifamily residential properties increase d $47 million . These increases were partially offset by a $71 million decrease in other commercial real estate loan balances. The commercial real estate loan balance as a percentage of our total loan portfolio has ranged from 18% to 21% over the past five years. The commercial real estate sector of our loan portfolio distributed by collateral location follows in Table 12 .

Table 12 -- Commercial Real Estate Loans by Collateral Location

(In thousands)



	Oklahoma		Texas		New Mexico		Arkansas		Colorado		Arizona		Kansas/Missouri		Other		Total
Residential construction and land development	$	21,230	$	31,260	$	17,699	$	14,303	$	48,592	$	8,227	$	6,571	$	5,628	$	153,510
Retail	97,207		274,728		84,729		4,076		60,447		41,924		9,273		197,065		769,449
Office	98,237		198,959		58,472		4,264		24,769		37,709		48,947		154,794		626,151
Multifamily	85,511		274,411		30,533		22,197		69,903		93,322		41,715		141,066		758,658
Industrial	53,781		154,908		36,379		395		6,541		13,796		43,398		254,673		563,871
Other real estate	76,206		80,473		23,266		8,780		19,335		27,340		13,012		115,016		363,428
Total commercial real estate loans	$	432,172	$	1,014,739	$	251,078	$	54,015	$	229,587	$	222,318	$	162,916	$	868,242	$	3,235,067

Residential Mortgage and Personal

- 22 -

Residential mortgage loans totaled $1.9 billion , a $16 million decrease compared to June 30, 2015 . In general, we sell the majority of our conforming fixed rate loan originations in the secondary market and retain the majority of our non-conforming and adjustable-rate mortgage loans. We have no concentration in sub-prime residential mortgage loans. Our mortgage loan portfolio does not include payment option adjustable rate mortgage loans or adjustable rate mortgage loans with initial rates that are below market. Collateral for 98% of our residential mortgage loan portfolio is located within our geographical footprint.

The majority of our permanent mortgage loan portfolio is composed of various non-conforming mortgage programs to support customer relationships including jumbo mortgage loans, non-builder construction loans and special loan programs for high net worth individuals or certain professionals. Jumbo loans may be fixed or variable rate and are fully amortizing. The size of jumbo loans 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.

At September 30, 2015 , $193 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 residential mortgage loans previously sold into GNMA mortgage pools that the Company may repurchase when certain defined delinquency criteria are met. Because of this repurchase right, the Company is deemed to have regained effective control over these loans and must include them on the Consolidated Balance Sheet. Permanent residential mortgage loans guaranteed by U.S. government agencies increase d $1.9 million over June 30, 2015 .

Home equity loans totaled $739 million at September 30, 2015 , a decrease of $8.9 million compared to June 30, 2015 . Our home equity loan portfolio is primarily composed of first-lien, fully amortizing home equity loans. Home equity loans generally require a minimum FICO score of 700 and a maximum DTI of 40%. The maximum loan amount available for our home equity loan products is generally $400 thousand. Revolving loans have a 5 year revolving period followed by a 15 year term of amortizing repayment. Interest-only home equity loans may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term subject to an update of certain credit information. A summary of our home equity loan portfolio at September 30, 2015 by lien position and amortizing status follows in Table 13 .

Table 13 -- Home Equity Loans

(In thousands)



	Revolving		Amortizing		Total
First lien	$	37,478	$	469,130	$	506,608
Junior lien	76,012		155,999		232,011
Total home equity	$	113,490	$	625,129	$	738,619

The distribution of residential mortgage and personal loans at September 30, 2015 is as follows in Table 14 . Residential mortgage loans are distributed by collateral location. Personal loans are generally distributed by borrower location.

- 23 -

Table 14 -- Residential Mortgage and Consumer Loans by Collateral Location

(In thousands)



	Oklahoma		Texas		New Mexico		Arkansas		Colorado		Arizona		Kansas/Missouri		Other		Total
Residential mortgage:
Permanent mortgage	$	193,087	$	390,123	$	38,696	$	15,200	$	135,065	$	90,747	$	50,940	$	23,806	$	937,664
Permanent mortgages guaranteed by U.S. government agencies	63,015		22,642		65,635		5,881		7,666		1,850		12,966		13,057		192,712
Home equity	436,449		131,460		116,800		5,362		30,723		9,749		7,509		567		738,619
Total residential mortgage	$	692,551	$	544,225	$	221,131	$	26,443	$	173,454	$	102,346	$	71,415	$	37,430	$	1,868,995

Personal	$	187,360	$	189,746	$	10,524	$	915	$	30,833	$	17,007	$	22,686	$	6,886	$	465,957

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

- 24 -

Table 15 -- Loans Managed by Primary Geographical Market

(In thousands)



	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Bank of Oklahoma:
Commercial	$	3,514,391	$	3,529,406	$	3,276,553	$	3,142,689	$	3,106,264
Commercial real estate	677,372		614,995		612,639		603,610		592,865
Residential mortgage	1,405,235		1,413,690		1,442,340		1,467,096		1,481,264
Personal	185,463		190,909		205,496		206,115		193,207
Total Bank of Oklahoma	5,782,461		5,749,000		5,537,028		5,419,510		5,373,600

Bank of Texas:
Commercial	3,752,193		3,738,742		3,709,467		3,549,128		3,169,458
Commercial real estate	1,257,741		1,158,056		1,130,973		1,027,817		1,046,322
Residential mortgage	222,395		228,683		237,985		235,948		247,117
Personal	194,051		156,260		149,827		154,363		148,965
Total Bank of Texas	5,426,380		5,281,741		5,228,252		4,967,256		4,611,862

Bank of Albuquerque:
Commercial	368,027		392,362		388,005		383,439		378,663
Commercial real estate	312,953		291,953		296,696		296,358		313,905
Residential mortgage	121,232		123,376		127,326		127,999		130,045
Personal	10,477		11,939		12,095		10,899		11,714
Total Bank of Albuquerque	812,689		819,630		824,122		818,695		834,327

Bank of Arkansas:
Commercial	76,044		99,086		91,485		95,510		74,866
Commercial real estate	82,225		85,997		87,034		88,301		96,874
Residential mortgage	8,063		6,999		6,807		7,261		7,492
Personal	4,921		5,189		5,114		5,169		5,508
Total Bank of Arkansas	171,253		197,271		190,440		196,241		184,740

Colorado State Bank & Trust:
Commercial	1,029,694		1,019,454		1,008,316		977,961		957,917
Commercial real estate	229,835		229,721		209,272		194,553		190,812
Residential mortgage	50,138		54,135		55,925		57,119		56,705
Personal	30,683		30,373		27,792		27,918		24,812
Total Colorado State Bank & Trust	1,340,350		1,333,683		1,301,305		1,257,551		1,230,246

Bank of Arizona:
Commercial	608,235		572,477		519,767		547,524		500,208
Commercial real estate	482,918		472,061		432,269		355,140		316,698
Residential mortgage	41,722		37,493		36,161		35,872		39,256
Personal	17,609		12,875		12,394		12,883		11,201
Total Bank of Arizona	1,150,484		1,094,906		1,000,591		951,419		867,363

Bank of Kansas City:
Commercial	448,838		424,194		397,570		399,419		384,662
Commercial real estate	192,023		180,714		166,581		162,371		166,723
Residential mortgage	20,210		20,352		20,455		18,217		17,784
Personal	22,753		22,645		17,792		17,358		12,432
Total Bank of Kansas City	683,824		647,905		602,398		597,365		581,601

Total BOK Financial loans	$	15,367,441	$	15,124,136	$	14,684,136	$	14,208,037	$	13,683,739

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Loan Commitments

We enter into certain off-balance sheet arrangements in the normal course of business. These arrangements included unfunded loan commitments which totaled $8.3 billion and standby letters of credit which totaled $480 million at September 30, 2015 . 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 $4.1 million of the outstanding standby letters of credit were issued on behalf of customers whose loans are nonperforming at September 30, 2015 .

Table 16 – Off-Balance Sheet Credit Commitments

(In thousands)



	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Loan commitments	$	8,325,540	$	8,064,841	$	8,116,482	$	8,328,416	$	7,715,279
Standby letters of credit	479,638		444,947		394,282		447,599		450,828
Mortgage loans sold with recourse	161,897		168,581		174,386		179,822		174,526

As more fully described in Note 6 to the Consolidated Financial Statements, we have off-balance sheet commitments related to certain residential mortgage loans originated under community development loan programs that were sold to a U.S. government agency 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. 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. Substantially all of these loans are to borrowers in our primary markets including $106 million to borrowers in Oklahoma, $17 million to borrowers in Arkansas and $12 million to borrowers in New Mexico.

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 as described further in Note 6 to the Consolidated Financial Statements. For the period from 2010 through the third quarter of 2015 combined, approximately 21% of repurchase requests have currently resulted in actual repurchases or indemnification by the Company. The accrual for credit losses related to potential loan repurchases under representations and warranties totaled $3.0 million at September 30, 2015 and $2.8 million at June 30, 2015 .

Customer Derivative Programs

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

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

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

- 26 -

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

Derivative contracts are carried at fair value. At September 30, 2015 , the net fair values of derivative contracts, before consideration of cash margin, reported as assets under these programs totaled $755 million compared to $652 million at June 30, 2015 . At September 30, 2015 , the fair value of our derivative contracts included $557 million for foreign exchange contracts, $86 million related to to-be-announced residential mortgage-backed securities, $61 million for energy contracts and $43 million for interest rate swaps. The aggregate net fair value of derivative contracts, before consideration of cash margin, held under these programs reported as liabilities totaled $748 million at September 30, 2015 and $643 million at June 30, 2015 .

At September 30, 2015 , total derivative assets were reduced by $29 million of cash collateral received from counterparties and total derivative liabilities were reduced by $112 million of cash collateral paid to counterparties related to instruments executed with the same counterparty under a master netting agreement.

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

The fair value of derivative contracts reported as assets under these programs, net of cash margin held by the Company, by category of debtor at September 30, 2015 follows in Table 17 .

Table 17 -- Fair Value of Derivative Contracts

(In thousands)



Customers	$	595,234
Banks and other financial institutions	96,487
Exchanges and clearing organizations	33,924
Fair value of customer risk management program asset derivative contracts, net	$	725,645

At September 30, 2015 , our largest derivative exposure was to an exchange for energy derivative contracts which totaled $29 million. At September 30, 2015 , our aggregate gross exposure to internationally active domestic financial institutions was approximately $195 million comprised of $175 million of cash and securities positions and $20 million of gross derivative positions. We have no direct exposure to European sovereign debt and our aggregate gross exposure to European financial institutions totaled $35 million at September 30, 2015 .

Our customer derivative program also introduces liquidity and capital risk. We are required to provide cash margin to certain counterparties when the net negative fair value of the contracts exceeds established limits. Also, changes in commodity prices affect the amount of regulatory capital we are required to hold as support for the fair value of our derivative assets. These risks are modeled as part of the management of these programs. Based on current prices, a decrease in market prices equivalent to $24.84 per barrel of oil would decrease the fair value of derivative assets by $381 thousand. An increase in prices equivalent to $83.34 per barrel of oil would increase the fair value of derivative assets by $37 million as current prices move towards 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 to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $21 million . The fair value of our to-be-announced residential mortgage-backed securities and interest rate swap derivative contracts is affected by changes in interest rates. Based on our assessment as of September 30, 2015 , changes in interest rates would not materially impact regulatory capital or liquidity needed to support this portion of our customer derivative program.

- 27 -

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 losses and off-balance sheet credit losses totaled $208 million or 1.35% of outstanding loans and 232% of nonaccruing loans at September 30, 2015 . The allowance for loan losses was $204 million and the accrual for off-balance sheet credit losses was $3.6 million . At June 30, 2015 , the combined allowance for credit losses was $202 million or 1.34% of outstanding loans and 222% of nonaccruing loans. The allowance for loan losses was $201 million and the accrual for off-balance sheet credit losses was $882 thousand .

The provision for credit losses is the amount necessary to maintain the allowance for loan losses and an accrual for off-balance sheet credit risk at an amount determined by management to be appropriate based on its evaluation. The provision includes the combined charge to expense for both the allowance for loan losses and the accrual for off-balance sheet credit risk. All losses incurred from lending activities will ultimately be reflected in charge-offs against the allowance for loan losses following funds advanced against outstanding commitments. After evaluating all credit factors, the Company determined that a $7.5 million provision for credit losses was necessary during the third quarter of 2015 , due to credit migration in the energy portfolio and loan portfolio growth. A $4.0 million provision for credit losses was recorded in the second quarter of 2015 and no provision for credit losses was necessary in the third quarter of 2014 .

- 28 -

Table 18 -- Summary of Loan Loss Experience

(In thousands)



	Three Months Ended
	Sept. 30, 2015			June 30, 2015			March 31, 2015			Dec. 31, 2014			Sept. 30, 2014
Allowance for loan losses:
Beginning balance	$	201,087		$	197,686		$	189,056		$	191,244		$	190,690
Loans charged off:
Commercial	(3,497		)	(881		)	(174		)	(3,279		)	(117		)
Commercial real estate	—			(16		)	(28		)	(1,682		)	(145		)
Residential mortgage	(446		)	(714		)	(624		)	(837		)	(773		)
Personal	(1,331		)	(1,266		)	(1,343		)	(1,426		)	(1,603		)
Total	(5,274		)	(2,877		)	(2,169		)	(7,224		)	(2,638		)
Recoveries of loans previously charged off:
Commercial	759			685			357			2,262			260
Commercial real estate	1,865			275			8,819			1,145			1,410
Residential mortgage	205			481			437			774			150
Personal	692			765			910			855			1,294
Total	3,521			2,206			10,523			5,036			3,114
Net loans recovered (charged off)	(1,753		)	(671		)	8,354			(2,188		)	476
Provision for loan losses	4,782			4,072			276			—			78
Ending balance	$	204,116		$	201,087		$	197,686		$	189,056		$	191,244
Accrual for off-balance sheet credit losses:
Beginning balance	$	882		$	954		$	1,230		$	1,230		$	1,308
Provision for off-balance sheet credit losses	2,718			(72		)	(276		)	—			(78		)
Ending balance	$	3,600		$	882		$	954		$	1,230		$	1,230
Total combined provision for credit losses	$	7,500		$	4,000		$	—		$	—		$	—
Allowance for loan losses to loans outstanding at period-end	1.33		%	1.33		%	1.35		%	1.33		%	1.40		%
Net charge-offs (annualized) to average loans	0.05		%	0.02		%	(0.23		)%	0.06		%	(0.01		)%
Total provision for credit losses (annualized) to average loans	0.20		%	0.11		%	—		%	—		%	—		%
Recoveries to gross charge-offs	66.76		%	76.68		%	485.15		%	69.71		%	118.04		%
Accrual for off-balance sheet credit losses to off-balance sheet credit commitments	0.04		%	0.01		%	0.01		%	0.01		%	0.02		%
Combined allowance for credit losses to loans outstanding at period-end	1.35		%	1.34		%	1.35		%	1.34		%	1.41		%

Allowance for Loan Losses

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

Loans are considered to be impaired when it is probable that we will not collect all amounts due according to the contractual terms of the loan agreement. This includes all nonaccruing loans, all loans modified in troubled debt restructurings and all government guaranteed loans repurchased from GNMA pools. At September 30, 2015 , impaired loans totaled $278 million , including $14 million with specific allowances of $5.0 million and $264 million with no specific allowances because the loan balances represent the amounts we expect to recover. At June 30, 2015 , impaired loans totaled $278 million , including $1.7 million of impaired loans with specific allowances of $465 thousand and $276 million with no specific allowances.

- 29 -

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

The aggregate amount of general allowances for all unimpaired loans totaled $171 million at September 30, 2015 , largely unchanged from June 30, 2015 .

Nonspecific allowances are maintained for risks beyond factors specific to a particular portfolio segment or loan class. These factors include trends in the economy in our primary lending areas, concentrations in loans with large balances and other relevant factors. Nonspecific allowances totaled $28 million at September 30, 2015 , compared to $29 million at June 30, 2015 . The nonspecific allowance includes consideration of the indirect impact of falling energy prices on the broader economies within our geographical footprint that are highly dependent on the energy industry. The nonspecific allowance also considers the possible impact of the European debt crisis and similar economic factors on our loan portfolio. As demonstrated by continued domestic and European accommodative monetary policies, these factors remain a continued significant risk, although they have remained stable compared to the previous quarter.

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

Our loan monitoring process also identified loans that possess more than the normal amount of risk due to deterioration in the financial condition of the borrower or the value of the collateral. Because the borrowers are still performing in accordance with the original terms of the loan agreements, and no loss of principal or interest is anticipated, these loans were not included in nonperforming assets. Known information does, however, cause management concern as to the borrowers’ ability to comply with current repayment terms. These potential problem loans totaled $120 million at September 30, 2015 , primarily composed of $96 million of energy loans, $8.1 million of service sector loans $7.7 million of loans secured by multifamily residential properties. Potential problem loans totaled $181 million at June 30, 2015 including $124 million of potential problem energy loans.

Our performing loan totals include loans that management considers to be "other loans especially mentioned" based on regulatory guidelines. Other loans especially mentioned are in compliance with the original terms of the agreement but may have a weakness that deserves management's close attention. Energy loans classified as other loans especially mentioned totaled $196 million or 7% of outstanding energy loans at September 30, 2015 and $113 million or 4% outstanding energy loans at June 30, 2015.

We continue to believe that the credit quality of our energy loan portfolio is sound as supported by an update of our stress test at quarter end. We modified our assumptions slightly with oil prices starting at $34 per barrel for year one and escalating gradually to $45 per barrel in year five. Our natural gas stress test started at $2.25 in year one and gradually escalates to $2.70 in year five. The results of the updated stress test did not alter the general view that the loan portfolio is currently well positioned. The portion of the combined allowance for credit losses attributed to the energy portfolio totaled 2.05% of outstanding energy loans at September 30, 2015, an increase from 1.74% of outstanding energy loans at June 30, 2015.

Net Loans Charged Off

Loans are charged off against the allowance for loan losses when the loan balance or a portion of the loan balance is no longer covered by the paying capacity of the borrower based on an evaluation of available cash resources and collateral value. Internally risk graded loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Non-risk graded loans are generally charged off when payments are between 60 days and 180 days past due, depending on loan class. In addition, non-risk graded loans are generally charged-down to collateral value within 60 days of being notified of a borrower's bankruptcy filing, regardless of payment status.

BOK Financial had net loans charged off of $1.8 million in the third quarter of 2015 , compared to net loans charged off of $671 thousand in the second quarter of 2015 and net recoveries of $476 thousand in the third quarter of 2014 . The ratio of net loans charged off (recovered) to average loans on an annualized basis was 0.05% for the third quarter of 2015 , compared with 0.02% for the second quarter of 2015 and (0.01)% for the third quarter of 2014 .

- 30 -

Net commercial loans charged off totaled $2.7 million in the third quarter of 2015 , compared to net loans charged off of $196 thousand in the second quarter of 2015 . Net commercial real estate loan recoveries were $1.9 million in the third quarter, compared to net recoveries of $259 thousand in the second quarter. Residential mortgage net charge-offs were $241 thousand and personal loan net charge-offs were $639 thousand for the third quarter. Personal loan net charge-offs include deposit account overdraft losses.

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Nonperforming Assets

Table 19 -- Nonperforming Assets

(In thousands)



	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Nonaccruing loans:
Commercial	$	33,798	$	24,233	$	13,880	$	13,527	$	16,404
Commercial real estate	10,956		20,139		19,902		18,557		30,660
Residential mortgage	44,099		45,969		46,487		48,121		48,907
Personal	494		550		464		566		580
Total nonaccruing loans	89,347		90,891		80,733		80,771		96,551
Accruing renegotiated loans guaranteed by U.S. government agencies	81,598		82,368		80,287		73,985		70,459
Total nonperforming loans	170,945		173,259		161,020		154,756		167,010
Real estate and other repossessed assets:
Guaranteed by U.S. government agencies ¹	—		—		—		49,898		46,809
Other	33,116		35,499		45,551		51,963		51,062
Real estate and other repossessed assets	33,116		35,499		45,551		101,861		97,871
Total nonperforming assets	$	204,061	$	208,758	$	206,571	$	256,617	$	264,881
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	118,578	$	122,673	$	123,028	$	129,022	$	143,778

Nonaccruing loans by loan portfolio segment and class:
Commercial:
Energy	$	17,880	$	6,841	$	1,875	$	1,416	$	1,508
Services	10,692		10,944		4,744		5,201		3,584
Wholesale / retail	3,058		4,166		4,401		4,149		5,502
Manufacturing	352		379		417		450		3,482
Healthcare	1,218		1,278		1,558		1,380		1,417
Other commercial and industrial	598		625		885		931		911
Total commercial	33,798		24,233		13,880		13,527		16,404

Commercial real estate:
Residential construction and land development	4,748		9,367		9,598		5,299		14,634
Retail	1,648		3,826		3,857		3,926		4,009
Office	684		2,360		2,410		3,420		3,499
Multifamily	185		195		—		—		—
Industrial	76		76		76		—		—
Other commercial real estate	3,615		4,315		3,961		5,912		8,518
Total commercial real estate	10,956		20,139		19,902		18,557		30,660

Residential mortgage:
Permanent mortgage	30,660		32,187		33,365		34,845		35,137
Permanent mortgage guaranteed by U.S. government agencies	3,885		3,717		3,256		3,712		3,835
Home equity	9,554		10,065		9,866		9,564		9,935
Total residential mortgage	44,099		45,969		46,487		48,121		48,907
Personal	494		550		464		566		580
Total nonaccruing loans	$	89,347	$	90,891	$	80,733	$	80,771	$	96,551

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	Sept. 30, 2015			June 30, 2015			March 31, 2015			Dec. 31, 2014			Sept. 30, 2014
Nonaccruing loans as % of outstanding balance for class:
Commercial:
Energy	0.63		%	0.24		%	0.06		%	0.05		%	0.06		%
Services	0.40		%	0.41		%	0.18		%	0.22		%	0.15		%
Wholesale / retail	0.21		%	0.27		%	0.31		%	0.29		%	0.39		%
Manufacturing	0.06		%	0.07		%	0.07		%	0.08		%	0.73		%
Healthcare	0.07		%	0.08		%	0.10		%	0.09		%	0.10		%
Other commercial and industrial	0.12		%	0.14		%	0.21		%	0.22		%	0.23		%
Total commercial	0.34		%	0.25		%	0.15		%	0.15		%	0.19		%

Commercial real estate:
Residential construction and land development	3.09		%	6.30		%	6.90		%	3.69		%	8.35		%
Retail	0.21		%	0.56		%	0.59		%	0.59		%	0.66		%
Office	0.11		%	0.42		%	0.47		%	0.82		%	0.80		%
Multifamily	0.02		%	0.03		%	—		%	—		%	—		%
Industrial	0.01		%	0.02		%	0.02		%	—		%	—		%
Other commercial real estate	0.99		%	0.99		%	1.00		%	1.60		%	2.20		%
Total commercial real estate	0.34		%	0.66		%	0.68		%	0.68		%	1.13		%

Residential mortgage:
Permanent mortgage	3.27		%	3.40		%	3.46		%	3.59		%	3.55		%
Permanent mortgage guaranteed by U.S. government agencies	2.02		%	1.95		%	1.63		%	1.80		%	1.93		%
Home equity	1.29		%	1.35		%	1.29		%	1.24		%	1.26		%
Total residential mortgage	2.36		%	2.44		%	2.41		%	2.47		%	2.47		%
Personal	0.11		%	0.13		%	0.11		%	0.13		%	0.14		%
Total nonaccruing loans	0.58		%	0.60		%	0.55		%	0.57		%	0.71		%

Ratios:
Allowance for loan losses to nonaccruing loans	228.45		%	221.24		%	244.86		%	234.06		%	198.08		%
Accruing loans 90 days or more past due ²	$	101		$	99		$	523		$	125		$	25

Approximately $50 million was reclassified from Real estate and other repossessed assets to Receivables on the balance sheet on January 1, 2015 with the adoption of Financial Accounting Standards Board Update No. 2014-14, Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure ("ASU 2014-14"). Upon foreclosure of loans for which the loan balance is expected to be recovered from the guarantee by a U.S. government agency, the loan balance will be directly reclassified to other receivables without including such foreclosed assets in real estate and other repossessed assets.


²	Excludes residential mortgages guaranteed by agencies of the U.S. Government.

Nonperforming assets totaled $204 million or 1.33% of outstanding loans and repossessed assets at September 30, 2015 . Nonaccruing loans totaled $89 million , accruing renegotiated residential mortgage loans totaled $82 million and real estate and other repossessed assets totaled $33 million . All accruing renegotiated residential mortgage loans and $3.9 million of nonaccruing loans are guaranteed by U.S. government agencies. Excluding assets guaranteed by U.S. government agencies, nonperforming assets decrease d $4.1 million during the third quarter. The Company generally retains nonperforming assets to maximize potential recovery which may cause future nonperforming assets to decrease more slowly.

- 33 -

Loans are generally classified as nonaccruing when it becomes probable that we will not collect the full contractual principal and interest. As more fully discussed in Note 4 to the Consolidated Financial Statements, we may modify loans in troubled debt restructurings. Modifications may include extension of payment terms and rate concessions. We generally do not forgive principal or accrued but unpaid interest. All loans modified in troubled debt restructurings, except for residential mortgage loans guaranteed by U.S. government agencies, are classified as nonaccruing. We may also renew matured nonaccruing loans. All nonaccruing loans, including those renewed or modified in troubled debt restructurings, are charged off when the loan balance is no longer covered by the paying capacity of the borrower based on a quarterly evaluation of available cash resources and collateral value. All nonaccruing loans generally remain on nonaccrual status until full collection of principal and interest in accordance with the original terms, including principal previously charged off, is probable. We generally do not voluntarily modify personal loans to troubled borrowers. Personal loans modified at the direction of bankruptcy court orders are identified as troubled debt restructurings and classified as nonaccruing.

At September 30, 2015 , renegotiated loans consist solely of accruing residential mortgage loans guaranteed by U.S. government agencies that have been modified in troubled debt restructurings. See Note 4 to the Consolidated Financial Statements for additional discussion of troubled debt restructurings. Generally, we modify residential mortgage loans primarily by reducing interest rates and extending the number of payments in accordance with U.S. government agency guidelines. Generally, no unpaid principal or interest is forgiven. Interest continues to accrue based on the modified terms of the loan. Modified loans guaranteed by U.S. government agencies under residential mortgage loan programs may be sold once they become eligible according to U.S. government agency guidelines.

A rollforward of nonperforming assets for the three and nine months ended September 30, 2015 follows in Table 20 .

Table 20 -- Rollforward of Nonperforming Assets

(In thousands)



	Three Months Ended
	September 30, 2015
	Nonaccruing Loans			Renegotiated Loans			Real Estate and Other Repossessed Assets			Total Nonperforming Assets
Balance, June 30, 2015	$	90,891		$	82,368		$	35,499		$	208,758
Additions	23,147			16,073			—			39,220
Transfers to premises and equipment	—			—			(1,130		)	(1,130		)
Payments	(11,677		)	(471		)	—			(12,148		)
Charge-offs	(5,274		)	—			—			(5,274		)
Net gains and write-downs	—			—			517			517
Foreclosure of nonperforming loans	(6,426		)	—			6,426			—
Foreclosure of loans guaranteed by U.S. government agencies ¹	(582		)	(1,003		)	—			(1,585		)
Proceeds from sales	—			(15,195		)	(7,328		)	(22,523		)
Contribution to BOKF Foundation	—			—			(796		)	(796		)
Transfer of foreclosed loans guaranteed by U.S. government agencies to Receivables ¹	—			—			—			—
Net transfers to nonaccruing loans	243			(243		)	—			—
Return to accrual status	(975		)	—			—			(975		)
Other, net	—			69			(72		)	(3		)
Balance, Sept. 30, 2015	$	89,347		$	81,598		$	33,116		$	204,061

- 34 -



	Nine Months Ended
	September 30, 2015
	Nonaccruing Loans			Renegotiated Loans			Real Estate and Other Repossessed Assets			Total Nonperforming Assets
Balance, Dec. 31, 2014	$	80,771		$	73,985		$	101,861		$	256,617
Additions	57,418			53,206			—			110,624
Transfers from premises and equipment	—			—			(1,051		)	(1,051		)
Payments	(24,485		)	(2,216		)	—			(26,701		)
Charge-offs	(10,320		)	—			—			(10,320		)
Net gains and write-downs	—			—			1,702			1,702
Foreclosure of nonperforming loans	(10,609		)	—			10,609			—
Foreclosure of loans guaranteed by U.S. government agencies ¹	(3,721		)	(4,381		)	—			(8,102		)
Proceeds from sales	—			(37,850		)	(29,043		)	(66,893		)
Contribution to BOKF Foundation	—			—			(796		)	(796		)
Transfer of foreclosed loans guaranteed by U.S. government agencies to Receivables ¹	—			—			(49,898		)	(49,898		)
Net transfers to nonaccruing loans	1,555			(1,555		)	—			—
Return to accrual status	(1,262		)	—			—			(1,262		)
Other, net	—			409			(268		)	141
Balance, Sept. 30, 2015	$	89,347		$	81,598		$	33,116		$	204,061

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

Nonaccruing loans totaled $89 million or 0.58% of outstanding loans at September 30, 2015 , compared to $91 million or 0.60% of outstanding loans at June 30, 2015 . Newly identified nonaccruing loans totaled $23 million for the third quarter of 2015 . These loans were offset by $12 million of payments, $7.0 million of foreclosures and $5.3 million of charge-offs.

Commercial

Nonaccruing commercial loans totaled $34 million or 0.34% of total commercial loans at September 30, 2015 , compared to $24 million or 0.25% of commercial loans at June 30, 2015 . There were $15 million in newly identified nonaccruing commercial loans during the quarter, offset by $3.5 million of charge-offs, $1.2 million in payments and $288 thousand of foreclosures.

Nonaccruing commercial loans at September 30, 2015 were primarily composed of $18 million or 0.63% of total energy loans, $11 million or 0.40% of total services sector loans and $3.1 million or 0.21% of total wholesale/retail sector loans. Most of the balance of nonaccruing wholesale/retail sector loans was comprised of a single customer in the New Mexico market.

Commercial Real Estate

Nonaccruing commercial real estate loans totaled $11 million or 0.34% of outstanding commercial real estate loans at September 30, 2015 , compared to $20 million or 0.66% of outstanding commercial real estate loans at June 30, 2015 . Newly identified nonaccruing commercial real estate loans of $827 thousand were offset by $7.0 million of cash payments received and $3.0 million of foreclosures. There were no charge-offs of nonaccruing commercial real estate loans during the third quarter.

- 35 -

Nonaccruing commercial real estate loans were primarily composed of $4.7 million or 3.09% of residential construction and land development loans, $3.6 million or 0.99% of other commercial real estate loans and $1.6 million or 0.21% of loans secured by retail facilities.

Residential Mortgage and Personal

Nonaccruing residential mortgage loans totaled $44 million or 2.36% of outstanding residential mortgage loans at September 30, 2015 , compared to $46 million or 2.44% of outstanding residential mortgage loans at June 30, 2015 . Newly identified nonaccruing residential mortgage loans totaled $5.4 million , offset by $3.4 million of payments, $3.1 million of foreclosures and $446 thousand of loans charged off during the quarter.

Nonaccruing residential mortgage loans primarily consist of non-guaranteed permanent residential mortgage loans which totaled $31 million or 3.27% of outstanding non-guaranteed permanent residential mortgage loans at September 30, 2015 . Nonaccruing home equity loans totaled $10 million or 1.29% of total home equity loans.

Payments of accruing residential mortgage loans and personal loans may be delinquent. The composition of residential mortgage loans and personal loans past due but still accruing is included in the following Table 21 . Substantially all non-guaranteed residential loans past due 90 days or more are nonaccruing. Residential mortgage loans 30 to 89 days past due decreased $2.0 million in the third quarter to $6.8 million at September 30, 2015 . Personal loans past due 30 to 89 days also decreased $181 thousand compared to June 30, 2015 .

Table 21 -- Residential Mortgage and Consumer Loans Past Due

(In thousands)



	September 30, 2015				June 30, 2015
	90 Days or More		30 to 89 Days		90 Days or More		30 to 89 Days
Residential mortgage:
Permanent mortgage ¹	$	—	$	3,318	$	—	$	6,277
Home equity	1		3,492		99		2,564
Total residential mortgage	$	1	$	6,810	99		$	8,841

Personal	$	—	$	245	$	—	$	426


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

- 36 -

Real Estate and Other Repossessed Assets

Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. The assets are carried at the lower of cost as determined by fair value at the date of foreclosure or current fair value, less estimated selling costs.

Real estate and other repossessed assets totaled $33 million at September 30, 2015 , a decrease of $2.4 million compared to June 30, 2015 . The distribution of real estate and other repossessed assets attributed by geographical market is included in Table 22 following.

Table 22 -- Real Estate and Other Repossessed Assets by Collateral Location

(In thousands)



	Oklahoma		Texas		Colorado		Arkansas		New Mexico		Arizona		Kansas/ Missouri		Other		Total
1-4 family residential properties	$	4,939	$	1,945	$	1,800	$	1,165	$	2,442	$	3,309	$	626	$	117	$	16,343
Developed commercial real estate properties	262		988		3,456		—		756		554		3,024		1,950		10,990
Undeveloped land	328		1,530		203		—		—		792		—		—		2,853
Residential land development properties	162		—		835		—		—		1,593		3		—		2,593
Other	13		—		—		—		—		324		—		—		337
Total real estate and other repossessed assets	$	5,704	$	4,463	$	6,294	$	1,165	$	3,198	$	6,572	$	3,653	$	2,067	$	33,116

Undeveloped land is primarily zoned for commercial development. Developed commercial real estate properties are primarily completed with no additional construction necessary for sale.

- 37 -

Liquidity and Capital

Subsidiary Bank

Deposits and borrowed funds are the primary sources of liquidity for the subsidiary bank. Based on the average balances for the third quarter of 2015 , approximately 67% of our funding was provided by deposit accounts, 18% from borrowed funds, 1% from long-term subordinated debt and 11% from equity. Our funding sources, which primarily include deposits and borrowings from the Federal Home Loan Banks and other banks, provide adequate liquidity to meet our operating needs.

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, on-line 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.

Table 23 - Average Deposits by Line of Business

(In thousands)



	Three Months Ended
	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Commercial Banking	$	8,628,520	$	8,930,168	$	8,996,972	$	8,882,937	$	8,924,040
Consumer Banking	6,675,990		6,724,188		6,621,377		6,584,240		6,543,492
Wealth Management	4,490,144		4,522,257		4,701,703		4,434,637		4,207,216
Subtotal	19,794,654		20,176,613		20,320,052		19,901,814		19,674,748
Funds Management and other	898,494		917,346		928,987		796,194		552,226
Total	$	20,693,148	$	21,093,959	$	21,249,039	$	20,698,008	$	20,226,974

Average deposits for the third quarter of 2015 totaled $20.7 billion and represented approximately 67% of total liabilities and capital, compared with $21.1 billion and 69% of total liabilities and capital for the second quarter of 2015 . Average deposits decrease d $401 million from the second quarter of 2015 . Average interest-bearing transaction deposit accounts decrease d $303 million and and average time deposits decrease d $94 million .

Average Commercial Banking deposit balances decrease d $302 million compared to the second quarter of 2015 , primarily due to a seasonal decline in Public Funds customer balances. Commercial customers continue to retain large cash reserves primarily due to low yields available on other high quality investment alternatives and to minimize deposit service charges through the earnings credit. The earnings credit is a non-cash method that enables commercial customers to offset deposit service charges based on account balances. If economic activity were to improve significantly or if short-term interest rates were to increase, deposits may decline as customers deploy funds into projects or shift demand deposits into money market instruments.

Average Consumer Banking deposit balances decrease d $48 million . Demand deposit balances decrease d $27 million and time deposits decrease d $32 million . Interest-bearing transaction deposits grew by $13 million . Average Wealth Management deposits decrease d $32 million compared to the second quarter of 2015 primarily due to a $68 million decrease in time deposit balances, partially offset by a $40 million increase in demand deposits.

Brokered deposits, included in time deposits, averaged $400 million for the third quarter of 2015 , a decrease of $48 million compared to the second quarter of 2015 . Average interest-bearing transaction accounts for the third quarter included $579 million of brokered deposits, a decrease of $1.9 million compared to the second quarter of 2015 . Changes in average brokered deposits largely affect Funds Management and Other.

- 38 -

The distribution of our period end deposit account balances among principal markets follows in Table 24 .

Table 24 -- Period End Deposits by Principal Market Area

(In thousands)



	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Bank of Oklahoma:
Demand	$	3,834,145	$	4,068,088	$	3,982,534	$	3,828,819	$	3,915,560
Interest-bearing:
Transaction	5,783,258		6,018,381		6,199,468		6,117,886		5,450,692
Savings	225,580		225,694		227,855		206,357		201,690
Time	1,253,137		1,380,566		1,372,250		1,301,194		1,292,738
Total interest-bearing	7,261,975		7,624,641		7,799,573		7,625,437		6,945,120
Total Bank of Oklahoma	11,096,120		11,692,729		11,782,107		11,454,256		10,860,680

Bank of Texas:
Demand	2,689,493		2,565,234		2,511,032		2,639,732		2,636,713
Interest-bearing:
Transaction	1,996,223		2,020,817		2,062,063		2,065,723		2,020,737
Savings	74,674		74,373		76,128		72,037		66,798
Time	554,106		536,844		547,371		547,316		569,929
Total interest-bearing	2,625,003		2,632,034		2,685,562		2,685,076		2,657,464
Total Bank of Texas	5,314,496		5,197,268		5,196,594		5,324,808		5,294,177

Bank of Albuquerque:
Demand	520,785		508,224		537,466		487,819		480,023
Interest-bearing:
Transaction	529,862		537,156		535,791		519,544		502,787
Savings	41,380		41,802		42,088		37,471		36,127
Time	281,426		285,890		290,706		295,798		303,074
Total interest-bearing	852,668		864,848		868,585		852,813		841,988
Total Bank of Albuquerque	1,373,453		1,373,072		1,406,051		1,340,632		1,322,011

Bank of Arkansas:
Demand	25,397		19,731		31,002		35,996		35,075
Interest-bearing:
Transaction	290,728		284,349		253,691		158,115		234,063
Savings	1,573		1,712		1,677		1,936		2,222
Time	26,203		28,220		28,277		28,520		38,811
Total interest-bearing	318,504		314,281		283,645		188,571		275,096
Total Bank of Arkansas	343,901		334,012		314,647		224,567		310,171

Colorado State Bank & Trust:
Demand	430,675		403,491		412,532		445,755		422,044
Interest-bearing:
Transaction	655,206		601,741		604,665		631,874		571,807
Savings	31,398		31,285		31,524		29,811		29,768
Time	320,279		322,432		340,006		353,998		372,401
Total interest-bearing	1,006,883		955,458		976,195		1,015,683		973,976
Total Colorado State Bank & Trust	1,437,558		1,358,949		1,388,727		1,461,438		1,396,020

- 39 -



	Sept. 30, 2015		June 30, 2015		March 31, 2015		Dec. 31, 2014		Sept. 30, 2014
Bank of Arizona:
Demand	306,425		352,024		271,091		369,115		279,811
Interest-bearing:
Transaction	293,319		298,073		295,480		347,214		336,584
Savings	4,121		2,726		2,900		2,545		3,718
Time	26,750		28,165		28,086		36,680		38,842
Total interest-bearing	324,190		328,964		326,466		386,439		379,144
Total Bank of Arizona	630,615		680,988		597,557		755,554		658,955

Bank of Kansas City:
Demand	234,847		239,609		263,920		259,121		268,903
Interest-bearing:
Transaction	150,253		139,260		157,044		273,999		128,039
Savings	1,570		1,580		1,618		1,274		1,315
Time	36,630		42,262		45,082		45,210		48,785
Total interest-bearing	188,453		183,102		203,744		320,483		178,139
Total Bank of Kansas City	423,300		422,711		467,664		579,604		447,042
Total BOK Financial deposits	$	20,619,443	$	21,059,729	$	21,153,347	$	21,140,859	$	20,289,056

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. There were no wholesale federal funds purchased outstanding at September 30, 2015 . Securities repurchase agreements generally mature within 90 days and are secured by certain available for sale securities. Federal Home Loan Bank borrowings are generally short term and are secured by a blanket pledge of eligible collateral (generally unencumbered U.S. Treasury and agency mortgage-backed securities, 1-4 family residential mortgage loans, multifamily and other qualifying commercial real estate loans). Amounts borrowed from the Federal Home Loan Bank of Topeka averaged $4.7 billion during the quarter, compared to $4.0 billion in the second quarter of 2015 .

At September 30, 2015 , the estimated unused credit available to the subsidiary bank from collateralized sources was approximately $5.2 billion.

A summary of other borrowings by the subsidiary bank follows in Table 25 .

- 40 -

Table 25 -- Borrowed Funds

(In thousands)



			Three Months Ended September 30, 2015								Three Months Ended June 30, 2015
	September 30, 2015		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter		June 30, 2015		Average Balance During the Quarter		Rate		Maximum Outstanding At Any Month End During the Quarter

Funds purchased	$	62,297	$	70,281	0.08	%	$	65,218	$	64,677	$	63,312	0.08	%	$	65,029
Repurchase agreements	555,677		672,085		0.03	%	687,048		712,033		773,977		0.03	%	780,405
Other borrowings:
Federal Home Loan Bank advances	4,600,000		4,746,197		0.27	%	4,800,000		4,300,000		3,972,528		0.26	%	4,300,000
GNMA repurchase liability	16,330		14,615		4.91	%	17,734		13,411		11,242		5.06	%	13,411
Other	18,820		19,169		5.44	%	26,057		18,751		17,709		5.58	%	18,751
Total other borrowings	4,635,150		4,779,981		0.30	%			4,332,162		4,001,479		0.31	%
Subordinated debentures	226,314		226,296		1.04	%	226,314		226,278		307,903		2.21	%	348,076
Total Borrowed Funds	$	5,479,438	$	5,748,643	0.30	%			$	5,335,150	$	5,146,671	0.38	%

In 2007, the Company issued $250 million of subordinated debt due May 15, 2017 to fund the Worth National Bank and First United Bank acquisitions and fund continued asset growth. Interest on this debt was based on a fixed rate of 5.75% through May 14, 2012 which then converted to a floating rate of three-month LIBOR plus 0.69%. At September 30, 2015 , $227 million of this subordinated debt remains outstanding.

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. The remaining outstanding balance of $122 million matured on June 1, 2015.

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

Parent Company

At September 30, 2015 , cash and interest-bearing cash and cash equivalents held by the Parent Company totaled $298 million. The primary sources of liquidity for BOK Financial are cash on hand and dividends from the subsidiary bank. Dividends from the subsidiary bank are limited by various banking regulations to net profits, as defined, for the year plus retained profits for the two preceding years. Dividends are further restricted by minimum capital requirements. At September 30, 2015 , based upon the most restrictive limitations as well as management's internal capital policy, the subsidiary bank could declare up to $245 million of dividends without regulatory approval. Dividend constraints may be alleviated through increases in retained earnings, capital issuances or changes in risk weighted assets. Future losses or increases in required regulatory capital at the subsidiary bank could affect its ability to pay dividends to the parent company.

The Company had 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”) which matured on June 5, 2015 and was not renewed by us.

Our equity capital at September 30, 2015 was $3.4 billion , an increase of $3.3 million over June 30, 2015 . Net income less cash dividends paid increase d equity $46 million during the third quarter of 2015 . Accumulated other comprehensive income increased $34 million primarily related to the change in unrealized gains on available for sale securities due to changes in interest rates. The Company also repurchased $80 million of our common stock during the third quarter of 2015 . 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.

- 41 -

On April 24, 2012, the Board of Directors authorized the Company to purchase up to two million shares of our common stock. The specific timing and amount of shares repurchased will vary based on market conditions, regulatory limitations and other factors. Repurchases may be made over time in open market or privately negotiated transactions. The repurchase program may be suspended or discontinued at any time without prior notice. As of September 30, 2015 , the Company has repurchased all 2,000,000 shares authorized under this program for $124 million. The Company repurchased 1,258,348 shares during the third quarter of 2015 .

On October 27, 2015 , the board of directors authorized the Company to purchase up to five million additional common shares, subject to market conditions, securities law and other regulatory compliance limitations.

BOK Financial and the subsidiary 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.

New capital rules were effective for BOK Financial on January 1, 2015. Components of these rules will phase in through January 1, 2019. The new capital rules reduced instruments that qualify as regulatory capital and generally increased risk weighted assets. The impact of these changes was partially offset by improved data granularity. The new capital rules establish a 7% threshold for the common equity Tier 1 ratio consisting of a minimum level plus capital conservation buffer. The Company has elected to exclude unrealized gains and losses from available for sale securities from its calculation of Tier 1 capital, consistent with the treatment under previous capital rules.

The rules also change both the Tier 1 risk based capital requirements and the total risk based requirements to a minimum of 6% and 8%, respectively, plus a capital conservation buffer of 2.5% totaling 8.5% and 10.5%, respectively. The leverage ratio requirement under the rule is 4%. A bank which falls below these levels, including the capital conservation buffer, would be subject to regulatory restrictions on capital distributions (including but not limited to dividends and share repurchases) and executive bonus payments.

The capital ratios for BOK Financial on a consolidated basis are presented in Table 26 .

Table 26 -- Capital Ratios



	Minimum Capital Requirement ¹		Capital Conservation Buffer ²		Minimum Capital Requirement Including Capital Conservation Buffer		Sept. 30, 2015		June 30, 2015		March 31, 2015
Risk-based capital:
Common equity Tier 1	4.50	%	2.50	%	7.00	%	12.78	%	13.01	%	13.07	%
Tier 1 capital	6.00	%	2.50	%	8.50	%	12.78	%	13.01	%	13.07	%
Total capital	8.00	%	2.50	%	10.50	%	13.89	%	14.11	%	14.39	%
Tier 1 Leverage	4.00	%	N/A		4.00	%	9.55	%	9.75	%	9.74	%

Average total equity to average assets							11.05	%	11.10	%	11.18	%
Tangible common equity ratio							9.78	%	9.72	%	9.86	%


¹	Effective January 1, 2015


²	Effective January 1, 2016

- 42 -



	Calculated Under Then Current Capital Rules
	Dec. 31, 2014		Sept. 30, 2014
Risk-based capital:
Tier 1 capital	13.33	%	13.72	%
Total capital	14.66	%	15.11	%
Tier 1 Leverage	9.96	%	10.22	%

Average total equity to average assets	11.36	%	11.55	%
Tangible common equity ratio	10.08	%	9.86	%

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

Table 27 provides a reconciliation of the non-GAAP measures with financial measures defined by GAAP.

Table 27 -- Non-GAAP Measure

(Dollars in thousands)



	Sept. 30, 2015			June 30, 2015			March 31, 2015			Dec. 31, 2014			Sept. 30, 2014
Tangible common equity ratio:
Total shareholders' equity	$	3,377,226		$	3,375,632		$	3,357,161		$	3,302,179		$	3,243,093
Less: Goodwill and intangible assets, net	430,460			431,515			411,066			412,156			413,256
Tangible common equity	2,946,766			2,944,117			2,946,095			2,890,023			2,829,837
Total assets	30,566,905			30,725,563			30,299,978			29,089,698			29,105,020
Less: Goodwill and intangible assets, net	430,460			431,515			411,066			412,156			413,256
Tangible assets	$	30,136,445		$	30,294,048		$	29,888,912		$	28,677,542		$	28,691,764
Tangible common equity ratio	9.78		%	9.72		%	9.86		%	10.08		%	9.86		%

On June 17, 2015, BOK Financial published the results of its annual capital stress test. In accordance with the Dodd-Frank Act, the Federal Reserve must publish regulations that require bank holding companies with $10 billion to $50 billion in assets to perform annual capital stress tests. The requirements for annual capital stress tests became effective for the Company in the fourth quarter of 2013. The Dodd-Frank Act Stress Test ("DFAST") is a forward-looking exercise under which the Company and its banking subsidiary estimate the impact of a hypothetical severely adverse macroeconomic scenario provided by the Federal Reserve and Office of the Comptroller of the Currency on its financial condition and regulatory capital ratios over a nine-quarter time horizon. Under the scenario provided by the regulatory agencies, all capital ratio measures remain comfortably above minimum regulatory thresholds. Additional information concerning the annual stress test may be found on the Company's Investor Relations page at www.bokf.com under the "Presentations" tab. The results of future capital stress tests may place constraints on capital distributions or increases in required regulatory capital under certain circumstances.

Off-Balance Sheet Arrangements

See Note 7 to the Consolidated Financial Statements for a discussion of the Company’s significant off-balance sheet commitments.

- 43 -

Market Risk

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

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

The Asset/Liability Committee is responsible for managing market risk in accordance with policy guidelines established by the Board of Directors. The Committee monitors projected variation in net interest revenue, net income and economic value of equity due to specified changes in interest rates. The internal 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 unpledged assets, among other things. Compliance with these internal 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 on the Company's performance across multiple interest rate scenarios. While the current internal policy limit for net interest revenue variation is a maximum decline of 5% or 200 basis point change over twelve months, the results of a 200 basis point decrease in interest rates in the current low-rate environment are not meaningful. We report the effect of a 50 basis point decrease in the interim.

The Company’s primary interest rate exposures include the Federal Funds rate, which affects short-term borrowings, and the prime lending rate and LIBOR, which are the basis for much of the variable rate loan pricing. Additionally, residential mortgage rates directly affect the prepayment speeds for residential mortgage-backed securities and mortgage servicing rights. Derivative financial instruments and other financial instruments used for purposes other than trading are included in this simulation. In addition, the impact on the level and composition of DDA and other core deposit balances resulting from a significant increase in short-term market interest rates and the overall interest rate environment is likely to be material. The simulation incorporates assumptions regarding the effects of such changes based on a combination of historical analysis and expected behavior. The impact of planned growth and new business activities is factored into the simulation model. The effects of changes in interest rates on the value of mortgage servicing rights are excluded from Table 28 due to the extreme volatility over such a large rate range and our active risk management approach for that asset. The effects of interest rate changes on the value of mortgage servicing rights and financial instruments identified as economic hedges are presented in Note 6 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.

- 44 -

Table 28 -- Interest Rate Sensitivity

(Dollars in thousands)



	200 bp Increase						50 bp Decrease
	Sept. 30,						Sept. 30,
	2015			2014			2015			2014
Anticipated impact over the next twelve months on net interest revenue	$	(5,325	)	$	(7,658	)	$	(20,047	)	$	(16,325	)
	(0.70		)%	(1.07		)%	(2.62		)%	(2.28		)%

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 and municipal bonds to enhance returns on its securities portfolios. Both of these activities involve interest rate risk. BOK Financial has an insignificant exposure to foreign exchange risk and does not take positions in commodity derivatives.

A variety of methods are used to 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, over the counter derivatives 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 market risk due to changes in interest rates 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, a 10 business day holding period and a 99% confidence interval. It represents an amount of market loss that is likely to be exceeded in 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. There were no instances of VaR being exceeded during the three and nine months ended September 30, 2015 and 2014 . At September 30, 2015 , there were no trading positions for the purposes of enhancing returns on the Company's securities portfolio.

The average, high and low VaR amounts for the three months and nine months ended September 30, 2015 and September 30, 2014 are as follows in Table 29 .

Table 29 -- Value at Risk (VaR)

(In thousands)



	Three Months Ended Sept. 30,				Nine Months Ended Sept. 30,
	2015		2014		2015		2014
Average	$	1,799	$	1,601	$	1,635	$	1,739
High	2,680		3,064		2,680		3,731
Low	1,048		479		782		479

Controls and Procedures

As required by Rule 13a-15(b), BOK Financial’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by their report, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. As required by Rule 13a-15(d), BOK Financial’s management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company’s internal controls over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

- 45 -

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 allowance for loan losses 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.

- 46 -



Consolidated Statements of Earnings (Unaudited)
(In thousands, except share and per share data)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Interest revenue	2015			2014			2015			2014
Loans	$	132,985		$	126,559		$	392,878		$	374,523
Residential mortgage loans held for sale	3,793			2,929			10,634			7,042
Trading securities	669			414			1,618			1,233
Taxable securities	3,211			3,238			9,788			9,715
Tax-exempt securities	1,274			1,373			3,933			4,348
Total investment securities	4,485			4,611			13,721			14,063
Taxable securities	43,473			45,257			128,933			138,970
Tax-exempt securities	535			451			1,718			1,576
Total available for sale securities	44,008			45,708			130,651			140,546
Fair value option securities	2,480			913			6,803			2,558
Restricted equity securities	3,802			2,133			9,627			4,405
Interest-bearing cash and cash equivalents	1,442			601			4,114			1,249
Total interest revenue	193,664			183,868			570,046			545,619
Interest expense
Deposits	10,731			12,719			34,102			38,482
Borrowed funds	3,701			2,204			9,395			5,106
Subordinated debentures	596			2,154			4,456			6,501
Total interest expense	15,028			17,077			47,953			50,089
Net interest revenue	178,636			166,791			522,093			495,530
Provision for credit losses	7,500			—			11,500			—
Net interest revenue after provision for credit losses	171,136			166,791			510,593			495,530
Other operating revenue
Brokerage and trading revenue	31,582			35,263			99,301			103,835
Transaction card revenue	32,514			31,578			96,302			92,222
Fiduciary and asset management revenue	30,807			29,738			94,988			85,003
Deposit service charges and fees	23,606			22,508			67,618			68,330
Mortgage banking revenue	33,170			26,814			109,336			78,988
Bank-owned life insurance	2,360			2,326			6,956			6,706
Other revenue	10,618			10,320			28,694			28,380
Total fees and commissions	164,657			158,547			503,195			463,464
Gain on other assets, net	1,161			1,422			3,373			2,615
Gain (loss) on derivatives, net	1,283			(93		)	1,162			1,706
Gain (loss) on fair value option securities, net	5,926			(332		)	443			6,504
Change in fair value of mortgage servicing rights	(11,757		)	5,281			(12,269		)	(5,624		)
Gain on available for sale securities, net	2,166			146			9,926			1,390
Total other-than-temporary impairment losses	—			—			(781		)	—
Portion of loss recognized in other comprehensive income	—			—			689			—
Net impairment losses recognized in earnings	—			—			(92		)	—
Total other operating revenue	163,436			164,971			505,738			470,055
Other operating expense
Personnel	129,062			123,043			390,305			351,190
Business promotion	5,922			6,160			19,435			19,151
Charitable contributions to BOKF Foundation	796			—			796			2,420
Professional fees and services	10,147			14,763			29,766			33,382
Net occupancy and equipment	18,689			18,892			56,660			54,577
Insurance	4,864			4,793			14,960			13,801
Data processing and communications	31,228			29,971			93,311			86,177
Printing, postage and supplies	3,376			3,380			10,390			10,350
Net losses and operating expenses of repossessed assets	267			4,966			1,103			7,516
Amortization of intangible assets	1,089			1,100			3,269			2,865
Mortgage banking costs	8,587			7,734			25,325			19,328
Other expense	10,601			7,032			26,686			20,888
Total other operating expense	224,628			221,834			672,006			621,645
Net income before taxes	109,944			109,928			344,325			343,940
Federal and state income taxes	34,128			33,802			113,142			114,042
Net income	75,816			76,126			231,183			229,898
Net income attributable to non-controlling interests	925			494			2,219			1,781
Net income attributable to BOK Financial Corporation shareholders	$	74,891		$	75,632		$	228,964		$	228,117
Earnings per share:
Basic	$	1.09		$	1.09		$	3.33		$	3.30
Diluted	$	1.09		$	1.09		$	3.32		$	3.29
Average shares used in computation:
Basic	67,668,076			68,455,866			68,004,508			68,364,549
Diluted	67,762,483			68,609,765			68,104,017			68,520,591
Dividends declared per share	$	0.42		$	0.40		$	1.26		$	1.20

See accompanying notes to consolidated financial statements.

- 47 -



Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except share and per share data)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income	$	75,816		$	76,126		$	231,183		$	229,898
Other comprehensive income (loss) before income taxes:
Net change in unrealized gain (loss)	57,892			(42,399		)	57,763			82,252
Reclassification adjustments included in earnings:
Interest revenue, Investments securities, Taxable securities	(105		)	(273		)	(418		)	(1,009		)
Interest expense, Subordinated debentures	—			52			121			206
Net impairment losses recognized in earnings	—			—			92			—
Gain on available for sale securities, net	(2,166		)	(146		)	(9,926		)	(1,390		)
Other comprehensive income (loss) before income taxes	55,621			(42,766		)	47,632			80,059
Federal and state income taxes	21,637			(16,645		)	18,529			31,141
Other comprehensive income (loss), net of income taxes	33,984			(26,121		)	29,103			48,918
Comprehensive income	109,800			50,005			260,286			278,816
Comprehensive income attributable to non-controlling interests	925			494			2,219			1,781
Comprehensive income attributable to BOK Financial Corp. shareholders	$	108,875		$	49,511		$	258,067		$	277,035

See accompanying notes to consolidated financial statements.

- 48 -

Consolidated Balance Sheets (In thousands, except share data)

	Sept. 30, 2015			Dec. 31, 2014			Sept. 30, 2014
	(Unaudited)			(Footnote 1)			(Unaudited)
Assets
Cash and due from banks	$	489,268		$	550,576		$	557,658
Interest-bearing cash and cash equivalents	1,830,105			1,925,266			2,007,901
Trading securities	181,131			188,700			169,712
Investment securities (fair value : September 30, 2015 – $643,091; December 31, 2014 – $673,626 ; September 30, 2014 – $676,445)	612,384			652,360			655,091
Available for sale securities	8,801,089			8,978,945			9,306,886
Fair value option securities	427,760			311,597			175,761
Restricted equity securities	263,587			141,494			189,587
Residential mortgage loans held for sale	357,414			304,182			373,253
Loans	15,367,441			14,208,037			13,683,739
Allowance for loan losses	(204,116		)	(189,056		)	(191,244		)
Loans, net of allowance	15,163,325			14,018,981			13,492,495
Premises and equipment, net	294,669			273,833			275,718
Receivables	151,451			132,408			114,374
Goodwill	385,461			377,780			377,780
Intangible assets, net	44,999			34,376			35,476
Mortgage servicing rights	200,049			171,976			173,286
Real estate and other repossessed assets, net of allowance ( September 30, 2015 – $12,874 ; December 31, 2014 – $22,937; September 30, 2014 – $25,916)	33,116			101,861			97,871
Derivative contracts, net	726,159			361,874			360,809
Cash surrender value of bank-owned life insurance	300,981			293,978			291,583
Receivable on unsettled securities sales	30,009			74,259			94,881
Other assets	273,948			195,252			354,898
Total assets	$	30,566,905		$	29,089,698		$	29,105,020

Liabilities and Equity
Liabilities:
Noninterest-bearing demand deposits	$	8,041,767		$	8,066,357		$	8,038,129
Interest-bearing deposits:
Transaction	9,698,849			10,114,355			9,244,709
Savings	380,296			351,431			341,638
Time	2,498,531			2,608,716			2,664,580
Total deposits	20,619,443			21,140,859			20,289,056
Funds purchased	62,297			57,031			85,135
Repurchase agreements	555,677			1,187,489			1,026,009
Other borrowings	4,635,150			2,133,774			3,484,487
Subordinated debentures	226,314			347,983			347,936
Accrued interest, taxes and expense	158,048			120,211			100,664
Derivative contracts, net	636,115			354,554			348,687
Due on unsettled securities purchases	98,351			290,540			8,126
Other liabilities	159,348			121,051			137,608
Total liabilities	27,150,743			25,753,492			25,827,708
Shareholders' equity:
Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: September 30, 2015 – 74,461,234; December 31, 2014 – 74,003,754; September 30, 2014 – 73,964,496)	4			4			4
Capital surplus	973,824			954,644			948,305
Retained earnings	2,673,292			2,530,837			2,495,338
Treasury stock (shares at cost: September 30, 2015 – 6,748,203 ; December 31, 2014 – 4,890,018; September 30, 2014 – 4,626,998)	(355,670		)	(239,979		)	(223,849		)
Accumulated other comprehensive income	85,776			56,673			23,295
Total shareholders’ equity	3,377,226			3,302,179			3,243,093
Non-controlling interests	38,936			34,027			34,219
Total equity	3,416,162			3,336,206			3,277,312
Total liabilities and equity	$	30,566,905		$	29,089,698		$	29,105,020

See accompanying notes to consolidated financial statements.

- 49 -

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

	Common Stock			Capital Surplus		Retained Earnings			Treasury Stock				Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity
	Shares	Amount		Capital Surplus		Retained Earnings			Shares	Amount			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity

Balance, Dec. 31, 2013	73,163	$	4	$	898,586	$	2,349,428		4,305	$	(202,346	)	$	(25,623	)	$	3,020,049		$	34,924		$	3,054,973
Net income	—	—		—		228,117			—	—			—			228,117			1,781			229,898
Other comprehensive income	—	—		—		—			—	—			48,918			48,918			—			48,918
Repurchase of common stock	—	—		—		—			—	—			—			—			—			—
Issuance of shares for equity compensation	470	—		14,656		—			120	(8,367		)	—			6,289			—			6,289
Tax effect from equity compensation, net	—	—		8,176		—			—	—			—			8,176			—			8,176
Share-based compensation	—	—		11,815		—			—	—			—			11,815			—			11,815
Issuance of shares in settlement of deferred compensation, net	331	—		15,072		—			202	(13,136		)	—			1,936			—			1,936
Cash dividends on common stock	—	—		—		(82,207		)	—	—			—			(82,207		)	—			(82,207		)
Capital calls and distributions, net	—	—		—		—			—	—			—			—			(2,486		)	(2,486		)

Balance, Sept. 30, 2014	73,964	$	4	$	948,305	$	2,495,338		4,627	$	(223,849	)	$	23,295		$	3,243,093		$	34,219		$	3,277,312

Balances at December 31, 2014	74,004	$	4	$	954,644	$	2,530,837		4,890	$	(239,979	)	$	56,673		$	3,302,179		$	34,027		$	3,336,206
Net income	—	—		—		228,964			—	—			—			228,964			2,219			231,183
Other comprehensive income	—	—		—		—			—	—			29,103			29,103			—			29,103
Repurchase of common stock	—	—		—		—			1,760	(109,760		)	—			(109,760		)	—			(109,760		)
Issuance of shares for equity compensation	457	—		10,728		—			98	(5,931		)	—			4,797			—			4,797
Tax effect from equity compensation, net	—	—		645		—			—	—			—			645			—			645
Share-based compensation	—	—		7,807		—			—	—			—			7,807			—			7,807
Cash dividends on common stock	—	—		—		(86,509		)	—	—			—			(86,509		)	—			(86,509		)
Sale of non-controlling interests	—	—		—		—			—	—			—			—			5,500			5,500
Capital calls and distributions, net	—	—		—		—			—	—			—			—			(2,810		)	(2,810		)

Balance, Sept. 30, 2015	74,461	$	4	$	973,824	$	2,673,292		6,748	$	(355,670	)	$	85,776		$	3,377,226		$	38,936		$	3,416,162

See accompanying notes to consolidated financial statements.

- 50 -

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

	Nine Months Ended
	September 30,
	2015			2014
Cash Flows From Operating Activities:
Net income	$	231,183		$	229,898
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses	11,500			—
Change in fair value of mortgage servicing rights	12,269			5,624
Unrealized gains from derivative contracts	(974		)	(7,853		)
Tax effect from equity compensation, net	(645		)	(8,176		)
Change in bank-owned life insurance	(6,956		)	(6,706		)
Share-based compensation	7,807			11,815
Depreciation and amortization	50,088			40,833
Net amortization of securities discounts and premiums	42,757			43,078
Net realized losses (gains) on financial instruments and other assets	(12,601		)	1,459
Net gain on mortgage loans held for sale	(60,075		)	(43,764		)
Mortgage loans originated for sale	(5,007,471		)	(3,220,120		)
Proceeds from sale of mortgage loans held for sale	5,022,109			3,091,285
Capitalized mortgage servicing rights	(62,375		)	(39,183		)
Charitable contributions to BOKF Foundation	796			2,420
Change in trading and fair value option securities	(110,857		)	(88,005		)
Change in receivables	8,455			14,134
Change in other assets	(8,412		)	36,931
Change in accrued interest, taxes and expense	14,447			(107,585		)
Change in other liabilities	40,670			23,164
Net cash provided by (used in) operating activities	171,715			(20,751		)
Cash Flows From Investing Activities:
Proceeds from maturities or redemptions of investment securities	53,795			54,666
Proceeds from maturities or redemptions of available for sale securities	1,307,177			1,323,708
Purchases of investment securities	(19,037		)	(37,094		)
Purchases of available for sale securities	(2,271,374		)	(2,324,730		)
Proceeds from sales of available for sale securities	1,164,425			1,884,061
Change in amount receivable on unsettled securities transactions	44,250			(77,707		)
Loans originated, net of principal collected	(1,121,100		)	(845,432		)
Net payments on derivative asset contracts	(291,949		)	(102,302		)
Acquisitions, net of cash acquired	(18,098		)	(21,898		)
Proceeds from disposition of assets	131,824			95,611
Purchases of assets	(203,546		)	(193,597		)
Net cash used in investing activities	(1,223,633		)	(244,714		)
Cash Flows From Financing Activities:
Net change in demand deposits, transaction deposits and savings accounts	(411,231		)	51,142
Net change in time deposits	(110,185		)	(31,413		)
Net change in other borrowed funds	1,786,438			1,773,313
Repayment of subordinated debentures	(121,810		)	—
Net proceeds on derivative liability contracts	277,872			114,985
Net change in derivative margin accounts	(148,119		)	(45,724		)
Change in amount due on unsettled security transactions	(192,189		)	(37,614		)
Issuance of common and treasury stock, net	4,797			(6,847		)
Tax effect from equity compensation, net	645			8,176
Sale of non-controlling interests	5,500			—
Repurchase of common stock	(109,760		)	—
Dividends paid	(86,509		)	(82,207		)
Net cash provided by financing activities	895,449			1,743,811
Net increase (decrease) in cash and cash equivalents	(156,469		)	1,478,346
Cash and cash equivalents at beginning of period	2,475,842			1,087,213
Cash and cash equivalents at end of period	$	2,319,373		$	2,565,559

- 51 -

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


Supplemental Cash Flow Information:
Cash paid for interest	$	50,066	$	47,264
Cash paid for taxes	$	78,115	$	61,627
Net loans and bank premises transferred to repossessed real estate and other assets	$	9,558	$	38,797
Residential mortgage loans guaranteed by U.S. government agencies that became eligible for repurchase during the period	$	86,242	$	100,430
Conveyance of other real estate owned guaranteed by U.S. government agencies	$	93,157	$	34,425
Issuance of shares in settlement of accrued executive compensation	$	—	$	15,072

See accompanying notes to consolidated financial statements.

- 52 -

Notes to Consolidated Financial Statements (Unaudited)

( 1 ) Significant Accounting Policies

Basis of Presentation

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

The unaudited consolidated financial statements include accounts of BOK Financial and its subsidiaries, principally BOKF, NA (“the Bank”), BOSC, Inc., The Milestone Group, Inc. and Cavanal Hill Investment Management Inc. Operating divisions of the Bank include Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Oklahoma, Bank of Texas, Colorado State Bank and Trust, Bank of Kansas City, BOK Financial Mortgage and the TransFund electronic funds network.

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

The financial information should be read in conjunction with BOK Financial’s 2014 Form 10-K filed with the Securities and Exchange Commission, which contains audited financial statements. Amounts presented as of December 31, 2014 have been derived from the audited financial statements included in BOK Financial’s 2014 Form 10-K but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the nine -month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 .

Newly Adopted and Pending Accounting Policies

Financial Accounting Standards Board (“FASB”)

FASB Accounting Standards Update No. 2014-01, Accounting for Investments in Qualified Affordable Housing Projects ("ASU 2014-01")

On January 15, 2014, the FASB issued ASU 2014-01 to simplify the amortization method an entity uses and modify the criteria to elect a measurement and presentation alternative, including the simplified amortization method, for certain investments in qualified affordable housing projects. This alternative permits the entity to present the investment's performance net of the related tax benefits as part of income tax expense. ASU 2014-01 was effective for the Company for interim and annual periods beginning after December 15, 2014. Adoption of ASU 2014-01 affected income statement presentation, but otherwise did not have a material impact on the Company's consolidated financial statements.

FASB Accounting Standards Update No. 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure ("ASU 2014-04")

On January 17, 2014, the FASB issued ASU 2014-04 to clarify when an entity is considered to have obtained physical possession (from an in-substance possession or foreclosure) of a residential real estate property collateralizing a mortgage loan. Upon physical possession of such real property, an entity is required to reclassify the nonperforming mortgage loan to other real estate owned. ASU 2014-04 was effective for the Company for interim and annual periods beginning after December 15, 2014. Adoption of ASU 2014-04 did not have a material impact on the Company's consolidated financial statements.

- 53 -

FASB Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09")

On May 28, 2014, the FASB issued ASU 2014-09 to clarify the principles for recognizing revenue by providing a more robust framework that will give greater consistency and comparability in revenue recognition practices. In the new framework, an entity recognizes revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services. The new model requires the identification of performance obligations included in contracts with customers, a determination of the transaction price and an allocation of the price to those performance obligations. The entity recognizes revenue when performance obligations are satisfied. ASU 2014-09 is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is evaluating the impact the adoption of ASU 2014-09 will have on the Company's financial statements.

FASB Accounting Standards Update No. 2014-14, Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure ("ASU 2014-14")

On August 8, 2014, the FASB issued ASU 2014-14 to give greater consistency in the classification of government-guaranteed loans upon foreclosure. ASU 2014-14 applies to all loans that contain a government guarantee that is not separable from the loan or for which the creditor has both the intent and ability to recover a fixed amount under the guarantee by conveying the property to the guarantor. Upon foreclosure, the creditor should reclassify the mortgage loan to an other receivable that is separate from loans and should measure the receivable at the amount of the loan balance expected to be recovered from the guarantor. ASU 2014-14 was effective for the Company for interim and annual periods beginning after December 15, 2014. At January 1, 2015, approximately $50 million of real estate owned was reclassified from Real estate and other repossessed assets to Receivables on the balance sheet with adoption of ASC 2014-14.

FASB Accounting Standards Update No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity ("ASU 2014-16")

On November 3, 2014, the FASB issued ASU 2014-16 to eliminate the use of different methods and reduce diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. For hybrid financial instruments issued in the form of share, an entity should determine the nature of the host contract by considering all stated and implied substantive terms and features of the hybrid financial instrument. The entity should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. For public business entities, the ASU is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. Early adoption is permitted. Adoption of ASU 2014-16 is not expected to have a material impact on the Company's consolidated financial statements.

FASB Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02")

On February 18, 2015, the FASB issued ASU 2015-02 to address concerns that current U.S. GAAP may require a reporting entity to consolidate another legal entity where the reporting entity's contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity's voting rights, or the reporting entity is not exposed to a majority of the legal entity's economic benefits or obligations. The amendments affect limited partnerships and similar legal entities, the evaluation of fees paid to a decision maker or a service provider as a variable interest, the effect of fee arrangements and related parties on the primary beneficiary determination, and certain investment funds. The ASU will be effective for periods beginning after December 15, 2015 for public companies. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact the adoption of ASU 2015-02 will have on the Company's financial statements.

FASB Accounting Standards Update No. 2015-07, Fair Value Measurements (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) ("ASU 2015-07")

On May 1, 2015, the FASB issued ASU 2015-07 to gain consistency within the categorization of the fair value hierarchy. The update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. It also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The ASU is effective for the Company for interim and annual periods beginning January 1, 2016 and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company is evaluating the impact the adoption of ASU 2015-07 will have on the Company's financial statements.

- 54 -

( 2 ) Securities

Trading Securities

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



	September 30, 2015					December 31, 2014					September 30, 2014
	Fair Value		Net Unrealized Gain (Loss)			Fair Value		Net Unrealized Gain (Loss)			Fair Value		Net Unrealized Gain (Loss)
U.S. Government agency debentures	$	42,431	$	(38	)	$	85,092	$	(62	)	$	41,004	$	(5	)
U.S. agency residential mortgage-backed securities	30,973		195			31,199		269			33,226		(2,002		)
Municipal and other tax-exempt securities	84,261		421			38,951		18			76,884		90
Other trading securities	23,466		28			33,458		(38		)	18,598		62
Total trading securities	$	181,131	$	606		$	188,700	$	187		$	169,712	$	(1,855	)

Investment Securities

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



	September 30, 2015
	Amortized		Carrying		Fair		Gross Unrealized ²
	Cost		Value ¹		Value		Gain		Loss
Municipal and other tax-exempt	$	379,980	$	379,980	$	384,310	$	4,461	$	(131	)
U.S. agency residential mortgage-backed securities – Other	28,456		28,653		30,080		1,427		—
Other debt securities	203,751		203,751		228,701		25,063		(113		)
Total investment securities	$	612,187	$	612,384	$	643,091	$	30,951	$	(244	)


¹	Carrying value includes $197 thousand of net unrealized gain which remains in Accumulated other comprehensive income (“AOCI”) in the Consolidated Balance Sheets related to certain securities transferred from the Available for Sale securities portfolio to the Investment securities portfolio in 2011.


²	Gross unrealized gains and losses are not recognized in AOCI in the Consolidated Balance Sheets.



	December 31, 2014
	Amortized		Carrying		Fair		Gross Unrealized ²
	Cost		Value ¹		Value		Gain		Loss
Municipal and other tax-exempt	$	405,090	$	405,090	$	408,344	$	4,205	$	(951	)
U.S. agency residential mortgage-backed securities – Other	35,135		35,750		37,463		1,713		—
Other debt securities	211,520		211,520		227,819		16,956		(657		)
Total investment securities	$	651,745	$	652,360	$	673,626	$	22,874	$	(1,608	)


¹	Carrying value includes $615 thousand of net unrealized gain which remains in Accumulated other comprehensive income (“AOCI”) in the Consolidated Balance Sheets related to certain securities transferred from the Available for Sale securities portfolio to the Investment securities portfolio in 2011.


²	Gross unrealized gains and losses are not recognized in AOCI in the Consolidated Balance Sheets.

- 55 -



	September 30, 2014
	Amortized		Carrying		Fair		Gross Unrealized ²
	Cost		Value ¹		Value		Gain		Loss
Municipal and other tax-exempt	$	410,595	$	410,595	$	415,233	$	4,847	$	(209	)
U.S. agency residential mortgage-backed securities – Other	37,763		38,585		40,259		1,674		—
Other debt securities	205,911		205,911		220,953		16,001		(959		)
Total investment securities	$	654,269	$	655,091	$	676,445	$	22,522	$	(1,168	)


¹	Carrying value includes $822 thousand of net unrealized gain which remains in Accumulated other comprehensive income (“AOCI”) in the Consolidated Balance Sheets related to certain securities transferred from the Available for Sale securities portfolio to the Investment securities portfolio in 2011.


²	Gross unrealized gains and losses are not recognized in AOCI in the Consolidated Balance Sheets.

The amortized cost and fair values of investment securities at September 30, 2015 , by contractual maturity, are as shown in the following table (dollars in thousands):



	Less than One Year			One to Five Years			Six to Ten Years			Over Ten Years			Total			Weighted Average Maturity²
Municipal and other tax-exempt:
Carrying value	$	51,529		$	276,168		$	18,225		$	34,058		$	379,980		3.37
Fair value	51,641			278,013			18,406			36,250			384,310
Nominal yield¹	1.41		%	1.78		%	3.18		%	5.77		%	2.16		%
Other debt securities:
Carrying value	11,797			42,346			85,786			63,822			203,751			8.89
Fair value	11,963			45,699			97,088			73,951			228,701
Nominal yield	4.09		%	4.63		%	5.68		%	5.97		%	5.46		%
Total fixed maturity securities:
Carrying value	$	63,326		$	318,514		$	104,011		$	97,880		$	583,731		5.29
Fair value	63,604			323,712			115,494			110,201			613,011
Nominal yield	1.91		%	2.16		%	5.24		%	5.90		%	3.31		%
Residential mortgage-backed securities:
Carrying value													$	28,653		³
Fair value													30,080
Nominal yield ⁴													2.75		%
Total investment securities:
Carrying value													$	612,384
Fair value													643,091
Nominal yield													3.28		%


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 4.0 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 Quarterly Financial Summary - Unaudited for current yields on the investment securities portfolio.

- 56 -

Available for Sale Securities

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



	September 30, 2015
	Amortized		Fair		Gross Unrealized ¹
	Cost		Value		Gain		Loss			OTTI ²
U.S. Treasury	$	1,000	$	1,003	$	3	$	—		$	—
Municipal and other tax-exempt	57,610		57,960		1,065		(715		)	—
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	3,115,810		3,185,097		69,757		(470		)	—
FHLMC	1,853,379		1,885,201		32,646		(824		)	—
GNMA	741,212		744,647		4,557		(1,122		)	—
Other	3,922		4,182		260		—			—
Total U.S. government agencies	5,714,323		5,819,127		107,220		(2,416		)	—
Private issue:
Alt-A loans	58,801		64,700		6,519		—			(620		)
Jumbo-A loans	75,258		80,982		6,121		—			(397		)
Total private issue	134,059		145,682		12,640		—			(1,017		)
Total residential mortgage-backed securities	5,848,382		5,964,809		119,860		(2,416		)	(1,017		)
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,708,931		2,735,787		28,889		(2,033		)	—
Other debt securities	4,400		4,150		—		(250		)	—
Perpetual preferred stock	17,171		19,163		2,030		(38		)	—
Equity securities and mutual funds	18,711		18,217		950		(1,444		)	—
Total available for sale securities	$	8,656,205	$	8,801,089	$	152,797	$	(6,896	)	$	(1,017	)

¹ Gross unrealized gain/loss recognized in 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.

- 57 -



	December 31, 2014
	Amortized		Fair		Gross Unrealized¹
	Cost		Value		Gain		Loss			OTTI ²
U.S. Treasury	$	1,005	$	1,005	$	—	$	—		$	—
Municipal and other tax-exempt	63,018		63,557		1,280		(741		)	—
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	3,932,200		3,997,428		71,200		(5,972		)	—
FHLMC	1,810,476		1,836,870		29,043		(2,649		)	—
GNMA	801,820		807,443		8,240		(2,617		)	—
Other	4,808		5,143		335		—			—
Total U.S. government agencies	6,549,304		6,646,884		108,818		(11,238		)	—
Private issue:
Alt-A loans	65,582		71,952		6,677		—			(307		)
Jumbo-A loans	88,778		94,005		5,584		—			(357		)
Total private issue	154,360		165,957		12,261		—			(664		)
Total residential mortgage-backed securities	6,703,664		6,812,841		121,079		(11,238		)	(664		)
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,064,091		2,048,609		4,437		(19,919		)	—
Other debt securities	9,438		9,212		26		(252		)	—
Perpetual preferred stock	22,171		24,277		2,183		(77		)	—
Equity securities and mutual funds	18,603		19,444		871		(30		)	—
Total available for sale securities	$	8,881,990	$	8,978,945	$	129,876	$	(32,257	)	$	(664	)

¹ Gross unrealized gain/loss recognized in 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.



	September 30, 2014
	Amortized		Fair		Gross Unrealized ¹
	Cost		Value		Gain		Loss			OTTI ²
U.S. Treasury	$	1,014	$	1,015	$	1	$	—		$	—
Municipal and other tax-exempt	63,508		64,363		1,580		(725		)	—
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	4,117,747		4,158,631		61,663		(20,779		)	—
FHLMC	1,812,708		1,823,393		21,886		(11,201		)	—
GNMA	858,003		863,055		9,240		(4,188		)	—
Other	5,132		5,524		392		—			—
Total U.S. government agencies	6,793,590		6,850,603		93,181		(36,168		)	—
Private issue:
Alt-A loans	68,493		73,405		4,985		—			(73		)
Jumbo-A loans	92,831		98,088		5,611		—			(354		)
Total private issue	161,324		171,493		10,596		—			(427		)
Total residential mortgage-backed securities	6,954,914		7,022,096		103,777		(36,168		)	(427		)
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,168,978		2,141,645		1,841		(29,174		)	—
Other debt securities	34,470		34,291		71		(250		)	—
Perpetual preferred stock	22,171		24,358		2,194		(7		)	—
Equity securities and mutual funds	18,896		19,118		773		(551		)	—
Total available for sale securities	$	9,263,951	$	9,306,886	$	110,237	$	(66,875	)	$	(427	)


¹	Gross unrealized gain/loss recognized in 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.

- 58 -

The amortized cost and fair values of available for sale securities at September 30, 2015 , by contractual maturity, are as shown in the following table (dollars in thousands):



	Less than One Year			One to Five Years			Six to Ten Years			Over Ten Years				Total			Weighted Average Maturity ⁵
U.S. Treasuries:
Amortized cost	$	—		$	1,000		$	—		$	—			$	1,000		2.30
Fair value	—			1,003			—			—				1,003
Nominal yield	—		%	0.87		%	—		%	—		%		0.87		%
Municipal and other tax-exempt:
Amortized cost	$	10,078		$	23,030		$	2,761		$	21,741			$	57,610		8.15
Fair value	10,166			23,719			2,813			21,262				57,960
Nominal yield¹	3.55		%	4.31		%	3.66		%	2.01		%	⁶	3.28		%
Commercial mortgage-backed securities:
Amortized cost	$	—		$	945,915		$	1,537,674		$	225,342			$	2,708,931		7.14
Fair value	—			952,149			1,557,840			225,798				2,735,787
Nominal yield	—		%	1.46		%	2.07		%	1.29		%		1.79		%
Other debt securities:
Amortized cost	$	—		$	—		$	—		$	4,400			$	4,400		31.91
Fair value	—			—			—			4,150				4,150
Nominal yield	—		%	—		%	—		%	1.71		%	⁶	1.55		%
Total fixed maturity securities:
Amortized cost	$	10,078		$	969,945		$	1,540,435		$	251,483			$	2,771,941		7.19
Fair value	10,166			976,871			1,560,653			251,210				2,798,900
Nominal yield	3.55		%	1.52		%	2.07		%	1.36		%		1.82		%
Residential mortgage-backed securities:
Amortized cost														$	5,848,382		²
Fair value														5,964,809
Nominal yield ⁴														1.95		%
Equity securities and mutual funds:
Amortized cost														$	35,882		³
Fair value														37,380
Nominal yield														—		%
Total available-for-sale securities:
Amortized cost														$	8,656,205
Fair value														8,801,089
Nominal yield														1.90		%


¹	Calculated on a taxable equivalent basis using a 39% effective tax rate.


²	The average expected lives of mortgage-backed securities were 3.6 years years based upon current prepayment assumptions.


³	Primarily common stock and preferred stock of corporate issuers with no stated maturity.


⁴	The nominal yield on mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments. See Quarterly Financial Summary –– Unaudited following for 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 .

- 59 -

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



	Three Months Ended September 30,						Nine Months Ended Sept. 30,
	2015			2014			2015			2014
Proceeds	$	450,765		$	552,871		$	1,164,425		$	1,884,061
Gross realized gains	3,803			3,441			13,543			19,768
Gross realized losses	(1,637		)	(3,295		)	(3,617		)	(18,378		)
Related federal and state income tax expense	843			57			3,861			541

A summary of investment and available for sale securities that have been pledged as collateral for repurchase agreements, public trust funds on deposit and for other purposes, as required by law was as follows (in thousands):



	Sept. 30, 2015		Dec. 31, 2014		Sept. 30, 2014
Investment:
Carrying value	$	50,380	$	63,495	$	66,470
Fair value	52,249		65,855		69,031

Available for sale:
Amortized cost	6,225,689		5,855,220		5,388,372
Fair value	6,318,330		5,893,972		5,390,599

The secured parties do not have the right to sell or re-pledge these securities.

- 60 -

Impaired Securities as of September 30, 2015

(in thousands):



	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Investment:
Municipal and other tax-exempt	15	$	6,250	$	81	$	13,438	$	50	$	19,688	$	131
U.S. Agency residential mortgage-backed securities – Other	—	—		—		—		—		—		—
Other debt securities	17	1,283		64		4,577		49		5,860		113
Total investment securities	32	$	7,533	$	145	$	18,015	$	99	$	25,548	$	244



	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
Municipal and other tax-exempt	18	$	7,868	$	485	$	3,800	$	230	$	11,668	$	715
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	6	155,747		470		—		—		155,747		470
FHLMC	4	71,930		503		26,848		321		98,778		824
GNMA	4	54,701		562		54,701		560		109,402		1,122
Total U.S. government agencies	14	282,378		1,535		81,549		881		363,927		2,416
Private issue ¹ :
Alt-A loans	4	2,857		186		6,667		434		9,524		620
Jumbo-A loans	8	5,380		236		3,681		161		9,061		397
Total private issue	12	8,237		422		10,348		595		18,585		1,017
Total residential mortgage-backed securities	26	290,615		1,957		91,897		1,476		382,512		3,433
Commercial mortgage-backed securities guaranteed by U.S. government agencies	31	327,790		1,488		223,007		545		550,797		2,033
Other debt securities	2	—		—		4,149		250		4,149		250
Perpetual preferred stocks	1	1,912		38		—		—		1,912		38
Equity securities and mutual funds	37	4,031		1,432		526		12		4,557		1,444
Total available for sale securities	115	$	632,216	$	5,400	$	323,379	$	2,513	$	955,595	$	7,913


¹	Includes securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income.

- 61 -

Impaired Securities as of December 31, 2014

(In thousands)



	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Investment:
Municipal and other tax-exempt	78	$	112,677	$	426	$	60,076	$	525	$	172,753	$	951
U.S. Agency residential mortgage-backed securities – Other	—	—		—		—		—		—		—
Other debt securities	84	31,274		637		761		20		32,035		657
Total investment securities	162	$	143,951	$	1,063	$	60,837	$	545	$	204,788	$	1,608



	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
Municipal and other tax-exempt	22	$	10,838	$	12	$	12,176	$	729	$	23,014	$	741
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	24	257,854		547		454,394		5,425		712,248		5,972
FHLMC	16	62,950		37		310,834		2,612		373,784		2,649
GNMA	5	8,550		12		128,896		2,605		137,446		2,617
Total U.S. government agencies	45	329,354		596		894,124		10,642		1,223,478		11,238
Private issue ¹ :
Alt-A loans	4	11,277		307		—		—		11,277		307
Jumbo-A loans	8	—		—		10,020		357		10,020		357
Total private issue	12	11,277		307		10,020		357		21,297		664
Total residential mortgage-backed securities	57	340,631		903		904,144		10,999		1,244,775		11,902
Commercial mortgage-backed securities guaranteed by U.S. government agencies	104	223,106		454		1,238,376		19,465		1,461,482		19,919
Other debt securities	2	—		—		4,150		252		4,150		252
Perpetual preferred stocks	2	2,898		77		—		—		2,898		77
Equity securities and mutual funds	68	—		—		1,205		30		1,205		30
Total available for sale securities	255	$	577,473	$	1,446	$	2,160,051	$	31,475	$	2,737,524	$	32,921


¹	Includes securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income.

- 62 -

Impaired Securities as of September 30, 2014

(In thousands)



	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Investment:
Municipal and other tax-exempt	24	$	481	$	—	$	60,742	$	209	$	61,223	$	209
U.S. Agency residential mortgage-backed securities – Other	—	—		—		—		—		—		—
Other debt securities	83	25,373		929		1,811		30		27,184		959
Total investment securities	107	$	25,854	$	929	$	62,553	$	239	$	88,407	$	1,168



	Number of Securities	Less Than 12 Months				12 Months or Longer				Total
	Number of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available for sale:
Municipal and other tax-exempt ¹	19	$	—	$	—	$	12,288	$	725	$	12,288	$	725
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	55	652,845		1,923		806,175		18,856		1,459,020		20,779
FHLMC	33	385,832		1,426		499,320		9,775		885,152		11,201
GNMA	8	58,730		13		144,397		4,175		203,127		4,188
Total U.S. government agencies	96	1,097,407		3,362		1,449,892		32,806		2,547,299		36,168
Private issue ¹ :
Alt-A loans	4	12,169		73		—		—		12,169		73
Jumbo-A loans	8	3,252		106		7,587		248		10,839		354
Total private issue	12	15,421		179		7,587		248		23,008		427
Total residential mortgage-backed securities	108	1,112,828		3,541		1,457,479		33,054		2,570,307		36,595
Commercial mortgage-backed securities guaranteed by U.S. government agencies	125	428,610		2,312		1,235,200		26,862		1,663,810		29,174
Other debt securities	2	—		—		4,150		250		4,150		250
Perpetual preferred stocks	1	1,018		7		—		—		1,018		7
Equity securities and mutual funds	81	4,869		511		1,497		40		6,366		551
Total available for sale securities	336	$	1,547,325	$	6,371	$	2,710,614	$	60,931	$	4,257,939	$	67,302


¹	Includes securities for which an unrealized loss remains in AOCI after an other-than-temporary credit loss has been recognized in income.

On a quarterly basis, the Company performs separate evaluations of impaired debt and equity investments and available for sale 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. Based on this evaluation as of September 30, 2015 , the Company does not intend to sell any impaired available for sale securities before fair value recovers to the current amortized cost and it is more-likely-than-not that the Company will not be required to sell impaired securities before fair value recovers, which may be maturity.

- 63 -

Impairment of debt securities rated investment grade by all nationally-recognized rating agencies is 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 September 30, 2015 .

- 64 -

At September 30, 2015 , 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):



	U.S. Govt / GSE ¹				AAA - AA				A - BBB				Below Investment Grade				Not Rated				Total
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Investment:
Municipal and other tax-exempt	$	—	$	—	$	252,263	$	253,734	$	5,279	$	5,313	$	—	$	—	$	122,438	$	125,263	$	379,980	$	384,310
Mortgage-backed securities -- other	28,653		30,080		—		—		—		—		—		—		—		—		28,653		30,080
Other debt securities	—		—		151,442		174,290		—		—		—		—		52,309		54,411		203,751		228,701
Total investment securities	$	28,653	$	30,080	$	403,705	$	428,024	$	5,279	$	5,313	$	—	$	—	$	174,747	$	179,674	$	612,384	$	643,091



	U.S. Govt / GSE ¹				AAA - AA				A - BBB				Below Investment Grade				Not Rated				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for Sale:
U.S. Treasury	$	1,000	$	1,003	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,000	$	1,003
Municipal and other tax-exempt	—		—		34,053		34,912		10,588		10,026		—		—		12,969		13,022		57,610		57,960
Residential mortgage-backed securities:
U. S. government agencies:
FNMA	3,115,810		3,185,097		—		—		—		—		—		—		—		—		3,115,810		3,185,097
FHLMC	1,853,379		1,885,201		—		—		—		—		—		—		—		—		1,853,379		1,885,201
GNMA	741,212		744,647		—		—		—		—		—		—		—		—		741,212		744,647
Other	3,922		4,182		—		—		—		—		—		—		—		—		3,922		4,182
Total U.S. government agencies	5,714,323		5,819,127		—		—		—		—		—		—		—		—		5,714,323		5,819,127
Private issue:
Alt-A loans	—		—		—		—		—		—		58,801		64,700		—		—		58,801		64,700
Jumbo-A loans	—		—		—		—		—		—		75,258		80,982		—		—		75,258		80,982
Total private issue	—		—		—		—		—		—		134,059		145,682		—		—		134,059		145,682
Total residential mortgage-backed securities	5,714,323		5,819,127		—		—		—		—		134,059		145,682		—		—		5,848,382		5,964,809
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,708,931		2,735,787		—		—		—		—		—		—		—		—		2,708,931		2,735,787
Other debt securities	—		—		4,400		4,150		—		—		—		—		—		—		4,400		4,150
Perpetual preferred stock	—		—		—		—		6,406		7,312		10,765		11,851		—		—		17,171		19,163
Equity securities and mutual funds	—		—		4		515		—		—		—		—		18,707		17,702		18,711		18,217
Total available for sale securities	$	8,424,254	$	8,555,917	$	38,457	$	39,577	$	16,994	$	17,338	$	144,824	$	157,533	$	31,676	$	30,724	$	8,656,205	$	8,801,089


¹	U.S. government and government sponsored enterprises are not rated by the nationally-recognized rating agencies as these securities are guaranteed by agencies of the U.S. government or government-sponsored enterprises.

- 65 -

At September 30, 2015 , the entire portfolio of privately issued residential mortgage-backed securities was rated below investment grade. The gross unrealized loss on these securities totaled $1.0 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 was evaluated to determine if we expect 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:



	Sept. 30, 2015	Dec. 31, 2014	Sept. 30, 2014

Unemployment rate	Moving down to 5.1% over the next 12 months and remain at 5.1% thereafter.	Held constant at 5.6% over the next 12 months and remain at 5.6% thereafter.	Moving down to 6.2% over the next 12 months and remains at 6.2% thereafter.
Housing price appreciation/depreciation	Starting with current depreciated housing prices based on information derived from the FHFA ¹ , appreciating 3.2% over the next 12 months, then flat for the following 12 months and then appreciating at 2% per year thereafter.	Starting with current depreciated housing prices based on information derived from the FHFA ¹ , appreciating 3.2% over the next 12 months, then flat for the following 12 months and then appreciating at 2% per year thereafter.	Starting with current depreciated housing prices based on information derived from the FHFA ¹ , appreciating 4% over the next 12 months, then flat for the following 12 months and then appreciating at 2% per year thereafter.
Estimated liquidation costs	Reflect actual historical liquidations costs observed on Jumbo and Alt-A residential mortgage loans in securities owned by the Company.	Reflect actual historical liquidations costs observed on Jumbo and Alt-A residential mortgage loans in securities owned by the Company.	Reflect actual historical liquidations costs observed on Jumbo and Alt-A residential mortgage loans in securities owned by the Company.
Discount rates	Estimated cash flows were discounted at rates that range from 2.00% to 6.25% based on our current expected yields.	Estimated cash flows were discounted at rates that range from 2.00% to 6.25% based on our current expected yields.	Estimated cash flows were discounted at rates that range from 2.00% to 6.25% based on our current expected yields.


¹	Federal Housing Finance Agency

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 mortgage-backed security using loan-level data. The 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 senior or 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 senior or super-senior tranches, which effectively increases 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 loss and the estimated credit loss on these securities is charged against other comprehensive income, net of deferred taxes. No credit loss impairments of were recognized in earnings on privately issued residential mortgage-backed securities during the three months ended September 30, 2015 .

- 66 -

A distribution of the amortized cost (after recognition of the other-than-temporary impairment), fair value and credit loss impairments recognized on our privately issued residential mortgage-backed securities is as follows (in thousands, except for number of securities):



						Credit Losses Recognized
						Three months ended
						Sept. 30, 2015			Life-to-date
	Number of Securities	Amortized Cost		Fair Value		Number of Securities	Amount		Number of Securities	Amount
Alt-A	14	$	58,801	$	64,700	—	$	—	14	$	36,219
Jumbo-A	30	75,258		80,982		—	—		29	18,220
Total	44	$	134,059	$	145,682	—	$	—	43	$	54,439

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 the 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 investments in relation to the severity and duration of the impairment and based on that evaluation has the ability and intent to hold these investments until a recovery in fair value. Accordingly, all impairment of equity securities was considered temporary at September 30, 2015 .

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):



	Three Months Ended				Nine Months Ended
	Sept. 30,				Sept. 30,
	2015		2014		2015		2014
Balance of credit-related OTTI recognized on available for sale debt securities, beginning of period	$	54,439	$	54,347	$	54,347	$	67,346
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	—		—		92		—
Reductions for change in intent to hold before recovery	—		—		—
Sales	—		—		—		(12,999		)
Balance of credit-related OTTI recognized on available for sale debt securities, end of period	$	54,439	$	54,347	$	54,439	$	54,347

Additions above exclude other-than-temporary impairment recorded due to change in intent to hold before recovery.

Fair Value Option Securities

Fair value option securities represent securities which the Company has elected to carry at fair value and are separately identified on the Consolidated Balance Sheets. Changes in the fair value are recognized in earnings as they occur. Certain residential mortgage-backed securities issued by U.S. government agencies and derivative contracts are held as an economic hedge of the mortgage servicing rights.

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



	Sept. 30, 2015				Dec. 31, 2014				Sept. 30, 2014
	Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)		Fair Value		Net Unrealized Gain (Loss)
U.S. agency residential mortgage-backed securities	$	427,760	$	2,067	$	311,597	$	1,624	$	175,761	$	(2,061	)

- 67 -

Restricted Equity Securities

Restricted equity securities primarily include stock we are required to hold as members of the Federal Reserve system and the Federal Home Loan Banks. Restricted equity securities are carried at cost as these securities do not have a readily determined fair value because ownership of these shares are restricted and lacks a market. A summary of restricted equity securities follows (in thousands):



	Sept. 30, 2015		Dec. 31, 2014		Sept. 30, 2014
Federal Reserve stock	$	35,148	$	35,018	$	33,971
Federal Home Loan Bank stock	228,268		106,476		155,616
Other	171		—		—
Total	$	263,587	$	141,494	$	189,587

( 3 ) Derivatives

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 and changes in fair value are reported in earnings as they occur. Credit risk is also considered in determining fair value.

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

Derivative contracts may require the Company to provide or receive cash margin as collateral for derivative assets and liabilities. Derivative assets and liabilities are reported net of cash margin when certain conditions are met. In addition, derivative contracts executed with customers under Customer Risk Management Programs may be secured by non-cash collateral in conjunction with a credit agreement with that customer. Access to collateral, in the event of default is reasonably assured. As of September 30, 2015 , a decrease in BOK Financial's credit rating to below investment grade would increase our obligation to post cash margin on existing contracts by approximately $21 million .

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

Customer Risk Management Programs

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

Interest Rate Risk Management Programs

BOK Financial may use derivative contracts in managing its interest rate sensitivity and as part of its economic hedge of the change in the fair value of mortgage servicing rights. Interest rate swaps are generally used to reduce overall asset sensitivity by converting specific fixed-rate liabilities to floating-rate based on LIBOR. As of September 30, 2015 , derivative contracts under the interest rate risk management program were primarily used as part of the economic hedge of the change in the fair value of the mortgage servicing rights.

As discussed in Note 6 , certain derivative contracts not designated as hedging instruments related to mortgage loan commitments and forward sales contracts are included in Residential mortgage loans held for sale on the Consolidated Balance Sheets. See Note 6 for additional discussion of notional, fair value and impact on earnings of these contracts. Forward sales contracts are not considered swaps under the Commodity and Futures Trading Commission final rules.

- 68 -

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at September 30, 2015 (in thousands):



	Assets
	Notional ¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	16,093,704	$	136,435	$	(50,845	)	$	85,590	$	—		$	85,590
Interest rate swaps	1,345,779		42,636		—			42,636		—			42,636
Energy contracts	560,997		89,948		(28,535		)	61,413		(23,089		)	38,324
Agricultural contracts	101,321		8,064		(4,053		)	4,011		(1,558		)	2,453
Foreign exchange contracts	618,991		557,313		—			557,313		(3,985		)	553,328
Equity option contracts	143,452		3,784		—			3,784		(470		)	3,314
Total customer risk management programs	18,864,244		838,180		(83,433		)	754,747		(29,102		)	725,645
Interest rate risk management programs	47,000		514		—			514		—			514
Total derivative contracts	$	18,911,244	$	838,694	$	(83,433	)	$	755,261	$	(29,102	)	$	726,159

	Liabilities
	Notional¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	16,050,271	$	133,543	$	(50,845	)	$	82,698	$	(82,225	)	$	473
Interest rate swaps	1,345,779		42,901		—			42,901		(26,723		)	16,178
Energy contracts	551,989		85,856		(28,535		)	57,321		—			57,321
Agricultural contracts	101,325		8,045		(4,053		)	3,992		—			3,992
Foreign exchange contracts	618,770		556,890		—			556,890		(2,619		)	554,271
Equity option contracts	143,452		3,784		—			3,784		—			3,784
Total customer risk management programs	18,811,586		831,019		(83,433		)	747,586		(111,567		)	636,019
Interest rate risk management programs	7,500		96		—			96		—			96
Total derivative contracts	$	18,819,086	$	831,115	$	(83,433	)	$	747,682	$	(111,567	)	$	636,115


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

- 69 -

The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at December 31, 2014 (in thousands):



	Assets
	Notional		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	13,313,615	$	94,719	$	(39,359	)	$	55,360	$	—		$	55,360
Interest rate swaps	1,165,568		35,405		—			35,405		—			35,405
Energy contracts	579,801		141,166		(48,624		)	92,542		(71,310		)	21,232
Agricultural contracts	47,657		1,904		(1,256		)	648		—			648
Foreign exchange contracts	290,965		238,395		—			238,395		—			238,395
Equity option contracts	194,960		10,834		—			10,834		—			10,834
Total customer risk management programs	15,592,566		522,423		(89,239		)	433,184		(71,310		)	361,874
Interest rate risk management programs	—		—		—			—		—			—
Total derivative contracts	$	15,592,566	$	522,423	$	(89,239	)	$	433,184	$	(71,310	)	$	361,874

	Liabilities
	Notional		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	13,471,880	$	91,949	$	(39,359	)	$	52,590	$	(52,290	)	$	300
Interest rate swaps	1,165,568		35,599		—			35,599		(18,717		)	16,882
Energy contracts	579,801		142,839		(48,624		)	94,215		—			94,215
Agricultural contracts	47,418		1,908		(1,256		)	652		(596		)	56
Foreign exchange contracts	290,856		238,118		—			238,118		(6,703		)	231,415
Equity option contracts	194,960		10,834		—			10,834		—			10,834
Total customer risk management programs	15,750,483		521,247		(89,239		)	432,008		(78,306		)	353,702
Interest rate risk management programs	47,000		852		—			852		—			852
Total derivative contracts	$	15,797,483	$	522,099	$	(89,239	)	$	432,860	$	(78,306	)	$	354,554


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

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The following table summarizes the fair values of derivative contracts recorded as “derivative contracts” assets and liabilities in the balance sheet at September 30, 2014 (in thousands):



	Assets
	Notional ¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	13,125,309	$	48,913	$	(25,263	)	$	23,650	$	—		$	23,650
Interest rate swaps	1,171,163		34,148		—			34,148		(199		)	33,949
Energy contracts	847,446		32,005		(15,660		)	16,345		(3,499		)	12,846
Agricultural contracts	49,943		2,372		(470		)	1,902		—			1,902
Foreign exchange contracts	336,755		275,116		—			275,116		—			275,116
Equity option contracts	202,883		13,900		—			13,900		(554		)	13,346
Total customer risk management programs	15,733,499		406,454		(41,393		)	365,061		(4,252		)	360,809
Interest rate risk management programs	—		—		—			—		—			—
Total derivative contracts	$	15,733,499	$	406,454	$	(41,393	)	$	365,061	$	(4,252	)	$	360,809

	Liabilities
	Notional ¹		Gross Fair Value		Netting Adjustments			Net Fair Value Before Cash Collateral		Cash Collateral			Fair Value Net of Cash Collateral
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	13,702,440	$	45,889	$	(25,263	)	$	20,626	$	—		$	20,626
Interest rate swaps	1,171,163		34,316		—			34,316		(15,145		)	19,171
Energy contracts	844,976		35,583		(15,660		)	19,923		—			19,923
Agricultural contracts	49,911		2,404		(470		)	1,934		(1,888		)	46
Foreign exchange contracts	336,661		274,829		—			274,829		(1,729		)	273,100
Equity option contracts	202,883		13,900		—			13,900		—			13,900
Total customer risk management programs	16,308,034		406,921		(41,393		)	365,528		(18,762		)	346,766
Interest rate risk management programs	47,000		1,921		—			1,921		—			1,921
Total derivative contracts	$	16,355,034	$	408,842	$	(41,393	)	$	367,449	$	(18,762	)	$	348,687


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

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



	Three Months Ended
	September 30, 2015					September 30, 2014
	Brokerage and Trading Revenue			Gain (Loss) on Derivatives, Net		Brokerage and Trading Revenue		Gain (Loss)on Derivatives, Net
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	7,914		$	—	$	7,547	$	—
Interest rate swaps	411			—		967		—
Energy contracts	771			—		1,523		—
Agricultural contracts	44			—		26		—
Foreign exchange contracts	152			—		806		—
Equity option contracts	—			—		—		—
Total customer risk management programs	9,292			—		10,869		—
Interest rate risk management programs	(199		)	1,283		—		(93		)
Total derivative contracts	$	9,093		$	1,283	$	10,869	$	(93	)



	Nine Months Ended
	September 30, 2015					September 30, 2014
	Brokerage and Trading Revenue			Gain (Loss) on Derivatives, Net		Brokerage and Trading Revenue		Gain (Loss) on Derivatives, Net
Customer risk management programs:
Interest rate contracts
To-be-announced residential mortgage-backed securities	$	25,942		$	—	$	19,322	$	—
Interest rate swaps	1,495			—		1,998		—
Energy contracts	3,138			—		5,007		—
Agricultural contracts	86			—		127		—
Foreign exchange contracts	618			—		1,358		—
Equity option contracts	—			—		—		—
Total customer risk management programs	31,279			—		27,812		—
Interest rate risk management programs	(199		)	1,162		—		1,706
Total derivative contracts	$	31,080		$	1,162	$	27,812	$	1,706

Net interest revenue was not significantly impacted by the settlement of amounts receivable or payable on interest rate swaps for the three and nine months ended September 30, 2015 and 2014 , respectively.

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( 4 ) Loans and Allowances for Credit Losses

Loans

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

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

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

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

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

Loan origination and commitment fees and direct loan acquisition and origination costs are deferred and amortized as an adjustment to yield over the life of the loan or over the commitment period, as applicable.

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

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

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



	September 30, 2015								December 31, 2014
	Fixed Rate		Variable Rate		Non-accrual		Total		Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	$	1,854,163	$	7,909,461	$	33,798	$	9,797,422	$	1,736,976	$	7,345,167	$	13,527	$	9,095,670
Commercial real estate	588,604		2,635,507		10,956		3,235,067		721,513		1,988,080		18,557		2,728,150
Residential mortgage	1,624,759		200,136		44,100		1,868,995		1,698,620		202,771		48,121		1,949,512
Personal	100,615		364,848		494		465,957		102,865		331,274		566		434,705
Total	$	4,168,141	$	11,109,952	$	89,348	$	15,367,441	$	4,259,974	$	9,867,292	$	80,771	$	14,208,037
Accruing loans past due (90 days) ¹							$	101							$	125



	September 30, 2014
	Fixed Rate		Variable Rate		Non-accrual		Total
Commercial	$	1,714,251	$	6,841,383	$	16,404	$	8,572,038
Commercial real estate	757,846		1,935,693		30,660		2,724,199
Residential mortgage	1,722,864		207,892		48,907		1,979,663
Personal	106,736		300,523		580		407,839
Total	$	4,301,697	$	9,285,491	$	96,551	$	13,683,739
Accruing loans past due (90 days) ¹							$	25


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

At September 30, 2015 , $5.2 billion or 34% of our total loan portfolio is to businesses and individuals attributed to the Texas market and $3.4 billion or 22% of the total loan portfolio is to businesses and individuals attributed to the Oklahoma market. These geographic concentrations subject the loan portfolio to the general economic conditions within these areas.

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 September 30, 2015 , commercial loans attributed to the Texas market totaled $3.4 billion or 35% of the commercial loan portfolio segment and commercial loans attributed to the Oklahoma market totaled $2.1 billion or 21% of the commercial loan portfolio segment.

The commercial loan portfolio segment is further divided into loan classes. The energy loan class totaled $2.8 billion or 18% of total loans at September 30, 2015 , including $2.3 billion of outstanding loans to energy producers. Approximately 61% of committed production loans are secured by properties primarily producing oil and 39% are secured by properties producing natural gas. The services loan class totaled $2.7 billion at September 30, 2015 . Approximately $1.2 billion of loans in the services category consist of loans with individual balances of less than $10 million . Businesses included in the services class include governmental, finance and insurance, not-for-profit, educational services and loans to entities providing services for real estate and construction.

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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 primarily 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 September 30, 2015 , 31% of commercial real estate loans are secured by properties primarily located in the Dallas and Houston areas of Texas. An additional 13% of commercial real estate loans are secured by properties located primarily in the Tulsa and Oklahoma City metropolitan areas of Oklahoma.

Residential Mortgage and Personal

Residential mortgage loans provide funds for our customers to purchase or refinance their primary residence or to borrow against the equity in their home. Residential mortgage loans are secured by a first or second mortgage on the customer’s primary residence. Personal loans consist primarily of loans secured by the cash surrender value of insurance policies and marketable securities. It also includes direct loans secured by and for the purchase of automobiles, recreational and marine equipment as well as unsecured loans. Residential mortgage and personal loans are made in accordance with underwriting policies we believe to be conservative and are fully documented. Loans may be individually underwritten or credit scored based on size and other criteria. Credit scoring is assessed based on significant credit characteristics including credit history, residential and employment stability. Residential mortgage loans 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, except 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 September 30, 2015 , residential mortgage loans included $193 million of loans guaranteed by U.S. government agencies previously sold into 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 $739 million at September 30, 2015 . Approximately, 69% of the home equity loan portfolio is comprised of first lien loans and 31% of the home equity portfolio is comprised of junior lien loans. Junior lien loans are distributed 67% to amortizing term loans and 33% 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 . Revolving loans have a 5 year revolving period followed by a 15 year term of amortizing repayments. Interest-only home equity loans may not be extended for any additional revolving time. All other home equity loans may be extended at management's discretion for an additional 5 year revolving term, subject to an update of certain credit information.

Credit Commitments

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At September 30, 2015 , outstanding commitments totaled $8.3 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.

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Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Because the credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan commitments, BOK Financial uses the same credit policies in evaluating the creditworthiness of the customer. Additionally, BOK Financial uses the same evaluation process in obtaining collateral on standby letters of credit as it does for loan commitments. The term of these standby letters of credit is defined in each commitment and typically corresponds with the underlying loan commitment. At September 30, 2015 , outstanding standby letters of credit totaled $480 million . Commercial letters of credit are used to facilitate customer trade transactions with the drafts being drawn when the underlying transaction is consummated. At September 30, 2015 , outstanding commercial letters of credit totaled $7.4 million .

Allowances for Credit Losses

BOK Financial maintains an allowance for loan losses and an accrual for off-balance sheet credit risk. The accrual for off-balance sheet credit risk is maintained at a level that is appropriate to cover estimated losses associated with credit instruments that are not currently recognized as assets such as loan commitments, standby letters of credit or guarantees. As discussed in greater detail in Note 6 , the Company also has separate accruals for off-balance sheet credit risk related to residential mortgage loans previously sold with full or partial recourse and for residential mortgage loans sold to government sponsored agencies under standard representations and warranties.

The appropriateness of the allowance for loan losses and accrual for off-balance sheet credit losses (collectively "allowance for credit losses") is assessed by management based on an on-going quarterly evaluation of the probable estimated losses inherent in the portfolio, including probable losses on both outstanding loans and unused commitments.

The allowance for loan losses consists of specific allowances attributed to impaired loans that have not yet been charged down to amounts we expect to recover, general allowances for unimpaired loans based on estimated loss rates by loan class and nonspecific allowances based on general economic conditions, risk concentration and related factors. There have been no material changes in the approach or techniques utilized in developing the allowance for loan losses and the accrual for off-balance sheet credit losses for the three and nine months ended September 30, 2015 .

Loans are considered to be impaired when it becomes probable that BOK Financial will be unable to collect all amounts due according to the contractual terms of the loan agreements. Internally risk graded loans are evaluated individually for impairment. Substantially all commercial and commercial real estate loans and certain residential mortgage and consumer loans are risk graded based on evaluation of the borrowers' ability to repay. Certain commercial loans and most residential mortgage and consumer loans are small balance, homogeneous pools of loans that are not risk graded. Non-risk graded loans are identified as impaired based on performance status. Generally, non-risk graded loans 90 days or more past due or modified in a TDR or in bankruptcy are considered to be impaired.

Specific allowances for impaired loans are measured by an evaluation of estimated future cash flows discounted at the loans’ initial effective interest rate or the fair value of collateral for certain collateral dependent loans. Collateral value of real property is generally based on third party appraisals that conform to Uniform Standards of Professional Appraisal Practice, less estimated selling costs. Appraised values are on an "as-is" basis and are generally not adjusted by the Company. Updated appraisals are obtained at least annually or more frequently if market conditions indicate collateral values have declined. Collateral value of mineral rights is generally determined by our internal staff of engineers based on projected cash flows under current market conditions. Collateral values and available cash resources that support impaired loans are evaluated quarterly. Historical statistics may be used as a practical way to estimate impairment in limited situations, such as when a collateral dependent loan is identified as impaired at the end of a reporting period, until an updated appraisal of collateral value is received or a full assessment of future cash flows is completed. Estimates of future cash flows and collateral values require significant judgments and may be volatile.

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General allowances for unimpaired loans are based on estimated loss rates by loan class. The gross loss rate for each loan class is determined by the greater of the current gross loss rate based on the most recent twelve months or a ten-year gross loss rate. Recoveries are not directly considered in the estimation of loss rates. Recoveries generally do not follow predictable patterns and are not received until well after the charge-off date as a result of protracted legal actions. For risk graded loans, gross loss rates are adjusted for changes in risk grading. For each loan class, the current weighted average risk grade is compared to the long-term average risk grade. This comparison determines whether credit risk in each loan class is increasing or decreasing. Loss rates are adjusted upward or downward in proportion to changes in average risk grading. General allowances for unimpaired loans also consider inherent risks identified for each loan class. Inherent risks consider loss rates that most appropriately represent the current credit cycle and other factors attributable to specific loan classes which have not yet been represented in the gross loss rates or risk grading. These factors include changes in commodity prices or engineering imprecision, which may affect the value of reserves that secure our energy loan portfolio, construction risk that may affect commercial real estate loans, changes in regulations and public policy that may disproportionately impact health care loans and changes in loan products.

Nonspecific allowances are maintained for risks beyond factors specific to a particular loan or loan class. These factors include trends in the economy of our primary lending areas, concentrations in large balance loans and other relevant factors.

An accrual for off-balance sheet credit losses is included in Other liabilities in the Consolidated Balance Sheets. The appropriateness of this accrual is determined in the same manner as the allowance for loan losses.

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

The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the three months ended September 30, 2015 is summarized as follows (in thousands):



	Commercial			Commercial Real Estate		Residential Mortgage			Personal			Nonspecific Allowance			Total
Allowance for loan losses:
Beginning balance	$	107,037		$	39,744	$	21,449		$	3,955		$	28,902		$	201,087
Provision for loan losses	4,694			180		(349		)	1,413			(1,156		)	4,782
Loans charged off	(3,497		)	—		(446		)	(1,331		)	—			(5,274		)
Recoveries	759			1,865		205			692			—			3,521
Ending balance	$	108,993		$	41,789	$	20,859		$	4,729		$	27,746		$	204,116
Allowance for off-balance sheet credit losses:
Beginning balance	$	595		$	242	$	26		$	19		$	—		$	882
Provision for off-balance sheet credit losses	1,873			847		(2		)	—			—			2,718
Ending balance	$	2,468		$	1,089	$	24		$	19		$	—		$	3,600

Total provision for credit losses	$	6,567		$	1,027	$	(351	)	$	1,413		$	(1,156	)	$	7,500

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The activity in the allowance for loan losses and the allowance for off-balance sheet credit losses related to loan commitments and standby letters of credit for the nine months ended September 30, 2015 is summarized as follows (in thousands):



	Commercial			Commercial Real Estate			Residential Mortgage			Personal			Nonspecific Allowance			Total
Allowance for loan losses:
Beginning balance	$	90,875		$	42,445		$	23,458		$	4,233		$	28,045		$	189,056
Provision for loan losses	20,869			(11,571		)	(1,938		)	2,069			(299		)	9,130
Loans charged off	(4,552		)	(44		)	(1,784		)	(3,940		)	—			(10,320		)
Recoveries	1,801			10,959			1,123			2,367			—			16,250
Ending balance	$	108,993		$	41,789		$	20,859		$	4,729		$	27,746		$	204,116
Allowance for off-balance sheet credit losses:
Beginning balance	$	475		$	707		$	28		$	20		$	—		$	1,230
Provision for off-balance sheet credit losses	1,993			382			(4		)	(1		)	—			2,370
Ending balance	$	2,468		$	1,089		$	24		$	19		$	—		$	3,600

Total provision for credit losses	$	22,862		$	(11,189	)	$	(1,942	)	$	2,068		$	(299	)	$	11,500



	Commercial			Commercial Real Estate			Residential Mortgage			Personal			Nonspecific Allowance		Total
Allowance for loan losses:
Beginning balance	$	87,806		$	41,252		$	27,654		$	7,029		$	26,949	$	190,690
Provision for loan losses	(1,174		)	(84		)	185			156			995		78
Loans charged off	(117		)	(145		)	(773		)	(1,603		)	—		(2,638		)
Recoveries	260			1,410			150			1,294			—		3,114
Ending balance	$	86,775		$	42,433		$	27,216		$	6,876		$	27,944	$	191,244
Allowance for off-balance sheet credit losses:
Beginning balance	$	345		$	902		$	43		$	18		$	—	$	1,308
Provision for off-balance sheet credit losses	(65		)	10			(19		)	(4		)	—		(78		)
Ending balance	$	280		$	912		$	24		$	14		$	—	$	1,230

Total provision for credit losses	$	(1,239	)	$	(74	)	$	166		$	152		$	995	$	—

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	Commercial			Commercial Real Estate			Residential Mortgage			Personal			Nonspecific Allowance			Total
Allowance for loan losses:
Beginning balance	$	79,180		$	41,573		$	29,465		$	6,965		$	28,213		$	185,396
Provision for loan losses	4,444			(4,633		)	136			1,180			(269		)	858
Loans charged off	(290		)	(365		)	(3,611		)	(4,742		)	—			(9,008		)
Recoveries	3,441			5,858			1,226			3,473			—			13,998
Ending balance	$	86,775		$	42,433		$	27,216		$	6,876		$	27,944		$	191,244
Allowance for off-balance sheet credit losses:
Beginning balance	$	119		$	1,876		$	90		$	3		$	—		$	2,088
Provision for off-balance sheet credit losses	161			(964		)	(66		)	11			—			(858		)
Ending balance	$	280		$	912		$	24		$	14		$	—		$	1,230

Total provision for credit losses	$	4,605		$	(5,597	)	$	70		$	1,191		$	(269	)	$	—

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at September 30, 2015 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	$	9,763,624	$	104,157	$	33,798	$	4,836	$	9,797,422	$	108,993
Commercial real estate	3,224,111		41,771		10,956		18		3,235,067		41,789
Residential mortgage	1,824,896		20,762		44,099		97		1,868,995		20,859
Personal	465,463		4,729		494		—		465,957		4,729
Total	15,278,094		171,419		89,347		4,951		15,367,441		176,370

Nonspecific allowance	—		—		—		—		—		27,746

Total	$	15,278,094	$	171,419	$	89,347	$	4,951	$	15,367,441	$	204,116

- 79 -

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at December 31, 2014 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	$	9,082,143	$	90,709	$	13,527	$	166	$	9,095,670	$	90,875
Commercial real estate	2,709,593		42,404		18,557		41		2,728,150		42,445
Residential mortgage	1,901,391		23,353		48,121		105		1,949,512		23,458
Personal	434,139		4,233		566		—		434,705		4,233
Total	14,127,266		160,699		80,771		312		14,208,037		161,011

Nonspecific allowance	—		—		—		—		—		28,045

Total	$	14,127,266	$	160,699	$	80,771	$	312	$	14,208,037	$	189,056

The allowance for loan losses and recorded investment of the related loans by portfolio segment for each impairment measurement method at September 30, 2014 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	$	8,555,634	$	83,609	$	16,404	$	3,166	$	8,572,038	$	86,775
Commercial real estate	2,693,539		42,358		30,660		75		2,724,199		42,433
Residential mortgage	1,930,756		27,109		48,907		107		1,979,663		27,216
Personal	407,259		6,876		580		—		407,839		6,876
Total	13,587,188		159,952		96,551		3,348		13,683,739		163,300

Nonspecific allowance	—		—		—		—		—		27,944

Total	$	13,587,188	$	159,952	$	96,551	$	3,348	$	13,683,739	$	191,244

- 80 -

Credit Quality Indicators

The Company utilizes loan class and risk grading as primary credit quality indicators. Substantially all commercial and commercial real estate loans and certain residential mortgage and consumer loans are risk graded based on a quarterly evaluation of the borrowers’ ability to repay the loans. Certain commercial loans and most residential mortgage and consumer loans are small, homogeneous pools that are not risk graded.

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at September 30, 2015 is as follows (in thousands):



	Internally Risk Graded				Non-Graded				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	9,771,003	$	108,101	$	26,419	$	892	$	9,797,422	$	108,993
Commercial real estate	3,235,067		41,789		—		—		3,235,067		41,789
Residential mortgage	190,361		2,938		1,678,634		17,921		1,868,995		20,859
Personal	380,376		1,790		85,581		2,939		465,957		4,729
Total	13,576,807		154,618		1,790,634		21,752		15,367,441		176,370

Nonspecific allowance	—		—		—		—		—		27,746

Total	$	13,576,807	$	154,618	$	1,790,634	$	21,752	$	15,367,441	$	204,116

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, 2014 is as follows (in thousands):



	Internally Risk Graded				Non-Graded				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	9,073,030	$	90,085	$	22,640	$	790	$	9,095,670	$	90,875
Commercial real estate	2,728,150		42,445		—		—		2,728,150		42,445
Residential mortgage	192,303		2,996		1,757,209		20,462		1,949,512		23,458
Personal	343,227		1,506		91,478		2,727		434,705		4,233
Total	12,336,710		137,032		1,871,327		23,979		14,208,037		161,011

Nonspecific allowance	—		—		—		—		—		28,045

Total	$	12,336,710	$	137,032	$	1,871,327	$	23,979	$	14,208,037	$	189,056

- 81 -

The allowance for loan losses and recorded investment of the related loans by portfolio segment for risk graded and non-risk graded loans at September 30, 2014 is as follows (in thousands):



	Internally Risk Graded				Non-Graded				Total
	Recorded Investment		Related Allowance		Recorded Investment		Related Allowance		Recorded Investment		Related Allowance
Commercial	$	8,545,949	$	85,892	$	26,089	$	883	$	8,572,038	$	86,775
Commercial real estate	2,724,199		42,433		—		—		2,724,199		42,433
Residential mortgage	200,701		4,083		1,778,962		23,133		1,979,663		27,216
Personal	314,604		3,257		93,235		3,619		407,839		6,876
Total	11,785,453		135,665		1,898,286		27,635		13,683,739		163,300

Nonspecific allowance	—		—		—		—		—		27,944

Total	$	11,785,453	$	135,665	$	1,898,286	$	27,635	$	13,683,739	$	191,244

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 nonaccruing status. Known information does, however, cause concern as to the borrowers’ continued compliance with current repayment terms. Nonaccruing loans represent loans for which full collection of principal and interest is uncertain. This is substantially the same criteria used to determine whether a loan is impaired and includes certain loans considered “substandard” and all loans considered “doubtful” by regulatory guidelines.

- 82 -

The following table summarizes the Company’s loan portfolio at September 30, 2015 by the risk grade categories (in thousands):



	Internally Risk Graded						Non-Graded
	Performing		Potential Problem		Nonaccrual		Performing		Nonaccrual		Total
Commercial:
Energy	$	2,723,841	$	96,446	$	17,880	$	—	$	—	$	2,838,167
Services	2,687,862		8,070		10,692		—		—		2,706,624
Wholesale/retail	1,455,636		3,242		3,058		—		—		1,461,936
Manufacturing	553,418		1,907		352		—		—		555,677
Healthcare	1,740,462		—		1,218		—		—		1,741,680
Other commercial and industrial	466,397		—		522		26,343		76		493,338
Total commercial	9,627,616		109,665		33,722		26,343		76		9,797,422

Commercial real estate:
Residential construction and land development	148,392		370		4,748		—		—		153,510
Retail	767,368		433		1,648		—		—		769,449
Office	624,907		560		684		—		—		626,151
Multifamily	750,791		7,682		185		—		—		758,658
Industrial	563,795		—		76		—		—		563,871
Other commercial real estate	359,672		141		3,615		—		—		363,428
Total commercial real estate	3,214,925		9,186		10,956		—		—		3,235,067

Residential mortgage:
Permanent mortgage	186,923		918		2,520		719,163		28,140		937,664
Permanent mortgages guaranteed by U.S. government agencies	—		—		—		188,827		3,885		192,712
Home equity	—		—		—		729,065		9,554		738,619
Total residential mortgage	186,923		918		2,520		1,637,055		41,579		1,868,995

Personal	380,221		15		140		85,227		354		465,957

Total	$	13,409,685	$	119,784	$	47,338	$	1,748,625	$	42,009	$	15,367,441

- 83 -

The following table summarizes the Company’s loan portfolio at December 31, 2014 by the risk grade categories (in thousands):



	Internally Risk Graded						Non-Graded
	Performing		Potential Problem		Nonaccrual		Performing		Nonaccrual		Total
Commercial:
Energy	$	2,843,093	$	15,919	$	1,416	$	—	$	—	$	2,860,428
Services	2,371,189		15,140		5,201		—		—		2,391,530
Wholesale/retail	1,427,725		8,141		4,149		—		—		1,440,015
Manufacturing	527,951		4,193		450		—		—		532,594
Healthcare	1,449,024		4,565		1,380		—		—		1,454,969
Other commercial and industrial	389,378		3,293		823		22,532		108		416,134
Total commercial	9,008,360		51,251		13,419		22,532		108		9,095,670

Commercial real estate:
Residential construction and land development	127,437		10,855		5,299		—		—		143,591
Retail	662,335		628		3,926		—		—		666,889
Office	411,548		576		3,420		—		—		415,544
Multifamily	691,053		13,245		—		—		—		704,298
Industrial	428,817		—		—		—		—		428,817
Other commercial real estate	362,375		724		5,912		—		—		369,011
Total commercial real estate	2,683,565		26,028		18,557		—		—		2,728,150

Residential mortgage:
Permanent mortgage	187,520		1,773		3,010		745,813		31,835		969,951
Permanent mortgages guaranteed by U.S. government agencies	—		—		—		202,238		3,712		205,950
Home equity	—		—		—		764,047		9,564		773,611
Total residential mortgage	187,520		1,773		3,010		1,712,098		45,111		1,949,512

Personal	343,041		19		167		91,079		399		434,705

Total	$	12,222,486	$	79,071	$	35,153	$	1,825,709	$	45,618	$	14,208,037

- 84 -

The following table summarizes the Company’s loan portfolio at September 30, 2014 by the risk grade categories (in thousands):



	Internally Risk Graded						Non-Graded
	Performing		Potential Problem		Nonaccrual		Performing		Nonaccrual		Total
Commercial:
Energy	$	2,519,924	$	30,267	$	1,508	$	—	$	—	$	2,551,699
Services	2,318,991		17,376		3,584		—		—		2,339,951
Wholesale/retail	1,412,199		3,406		5,502		—		—		1,421,107
Manufacturing	469,881		6,180		3,482		—		—		479,543
Healthcare	1,376,399		4,583		1,417		—		—		1,382,399
Other commercial and industrial	359,159		11,234		857		26,035		54		397,339
Total commercial	8,456,553		73,046		16,350		26,035		54		8,572,038

Commercial real estate:
Residential construction and land development	145,223		15,371		14,634		—		—		175,228
Retail	605,718		1,538		4,009		—		—		611,265
Office	434,829		581		3,499		—		—		438,909
Multifamily	725,720		14,037		—		—		—		739,757
Industrial	371,426		—		—		—		—		371,426
Other commercial real estate	377,419		1,677		8,518		—		—		387,614
Total commercial real estate	2,660,335		33,204		30,660		—		—		2,724,199

Residential mortgage:
Permanent mortgage	195,688		1,312		3,701		758,970		31,436		991,107
Permanent mortgages guaranteed by U.S. government agencies	—		—		—		194,653		3,835		198,488
Home equity	—		—		—		780,133		9,935		790,068
Total residential mortgage	195,688		1,312		3,701		1,733,756		45,206		1,979,663

Personal	314,409		20		175		92,830		405		407,839

Total	$	11,626,985	$	107,582	$	50,886	$	1,852,621	$	45,665	$	13,683,739

- 85 -

Impaired Loans

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

A summary of impaired loans follows (in thousands):



	As of										For the				For the
	September 30, 2015										Three Months Ended				Nine Months Ended
			Recorded Investment								September 30, 2015				September 30, 2015
	Unpaid Principal Balance		Total		With No Allowance		With Allowance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial:
Energy	$	18,904	$	17,880	$	5,017	$	12,863	$	4,644	$	12,361	$	—	$	9,648	$	—
Services	13,677		10,692		10,041		651		148		10,818		—		7,946		—
Wholesale/retail	8,588		3,058		3,046		12		9		3,612		—		3,603		—
Manufacturing	675		352		352		—		—		365		—		401		—
Healthcare	1,612		1,218		1,064		154		35		1,248		—		1,299		—
Other commercial and industrial	8,277		598		598		—		—		611		—		765		—
Total commercial	51,733		33,798		20,118		13,680		4,836		29,015		—		23,662		—

Commercial real estate:
Residential construction and land development	9,349		4,748		4,748		—		—		7,058		—		5,023		—
Retail	2,252		1,648		1,648		—		—		2,737		—		2,787		—
Office	2,046		684		684		—		—		1,522		—		2,052		—
Multifamily	192		185		185		—		—		190		—		93		—
Industrial	76		76		76		—		—		76		—		38		—
Other real estate loans	9,650		3,615		3,452		163		18		3,965		—		4,763		—
Total commercial real estate	23,565		10,956		10,793		163		18		15,548		—		14,756		—

Residential mortgage:
Permanent mortgage	38,829		30,660		30,506		154		97		31,424		297		32,753		942
Permanent mortgage guaranteed by U.S. government agencies ¹	198,905		192,712		192,712		—		—		193,165		1,902		198,312		6,205
Home equity	10,085		9,554		9,554		—		—		9,810		—		9,559		—
Total residential mortgage	247,819		232,926		232,772		154		97		234,399		2,199		240,624		7,147

Personal	516		494		494		—		—		522		—		530		—

Total	$	323,633	$	278,174	$	264,177	$	13,997	$	4,951	$	279,484	$	2,199	$	279,572	$	7,147


¹	All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At September 30, 2015 , $3.9 million of these loans were nonaccruing and $189 million were accruing based on the guarantee by U.S. government agencies.

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

- 86 -

A summary of impaired loans at December 31, 2014 follows (in thousands):



			Recorded Investment
	Unpaid Principal Balance		Total		With No Allowance		With Allowance		Related Allowance
Commercial:
Energy	$	1,444	$	1,416	$	1,416	$	—	$	—
Services	8,068		5,201		4,487		714		157
Wholesale/retail	9,457		4,149		4,117		32		9
Manufacturing	737		450		450		—		—
Healthcare	2,432		1,380		1,380		—		—
Other commercial and industrial	8,604		931		931		—		—
Total commercial	30,742		13,527		12,781		746		166

Commercial real estate:
Residential construction and land development	10,071		5,299		5,192		107		23
Retail	5,406		3,926		3,926		—		—
Office	5,959		3,420		3,420		—		—
Multifamily	—		—		—		—		—
Industrial	—		—		—		—		—
Other real estate loans	11,954		5,912		5,739		173		18
Total commercial real estate	33,390		18,557		18,277		280		41

Residential mortgage:
Permanent mortgage	43,463		34,845		34,675		170		105
Permanent mortgage guaranteed by U.S. government agencies ¹	212,684		205,950		205,950		—		—
Home equity	9,767		9,564		9,564		—		—
Total residential mortgage	265,914		250,359		250,189		170		105

Personal	584		566		566		—		—

Total	$	330,630	$	283,009	$	281,813	$	1,196	$	312


¹	All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At December 31, 2014 , $3.7 million of these loans were nonaccruing and $202 million were accruing based on the guarantee by U.S. government agencies.

- 87 -

A summary of impaired loans at September 30, 2014 follows (in thousands):



											For the				For the
	As of September 30, 2014										Three Months Ended				Nine Months Ended
			Recorded Investment								September 30, 2014				September 30, 2014
	Unpaid Principal Balance		Total		With No Allowance		With Allowance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial:
Energy	$	1,536	$	1,508	$	1,508	$	—	$	—	$	1,563	$	—	$	1,684	$	—
Services	6,400		3,584		2,851		733		157		3,626		—		4,253		—
Wholesale/retail	10,792		5,502		5,470		32		9		5,693		—		6,235		—
Manufacturing	3,754		3,482		482		3,000		3,000		3,495		—		2,037		—
Healthcare	2,451		1,417		1,417		—		—		1,420		—		1,502		—
Other commercial and industrial	8,580		911		911		—		—		956		—		871		—
Total commercial	33,513		16,404		12,639		3,765		3,166		16,753		—		16,582		—

Commercial real estate:
Residential construction and land development	18,953		14,634		14,490		144		57		14,890		—		16,006		—
Retail	5,425		4,009		4,009		—		—		4,104		—		4,433		—
Office	6,004		3,499		3,499		—		—		3,545		—		4,945		—
Multifamily	—		—		—		—		—		—		—		3		—
Industrial	—		—		—		—		—		315		—		126		—
Other real estate loans	15,261		8,518		8,341		177		18		9,711		—		10,242		—
Total commercial real estate	45,643		30,660		30,339		321		75		32,565		—		35,755		—

Residential mortgage:
Permanent mortgage	44,396		35,137		34,962		175		107		34,045		429		34,708		1,067
Permanent mortgage guaranteed by U.S. government agencies ¹	204,807		198,488		198,488		—		—		194,882		2,089		189,820		6,279
Home equity	10,031		9,935		9,935		—		—		9,688		—		8,599		—
Total residential mortgage	259,234		243,560		243,385		175		107		238,615		2,518		233,127		7,346

Personal	597		580		580		—		—		673		—		900		—

Total	$	338,987	$	291,204	$	286,943	$	4,261	$	3,348	$	288,606	$	2,518	$	286,364	$	7,346


¹	All permanent mortgage loans guaranteed by U.S. government agencies are considered impaired as we do not expect full collection of contractual principal and interest. At September 30, 2014 , $3.8 million of these loans were nonaccruing and $195 million were accruing based on the guarantee by U.S. government agencies.

- 88 -

Troubled Debt Restructurings

A summary of troubled debt restructurings ("TDRs") by accruing status as of September 30, 2015 is as follows (in thousands):



	As of September 30, 2015								Amounts Charged Off During
	Recorded Investment		Performing in Accordance With Modified Terms		Not Performing in Accordance With Modified Terms		Specific Allowance		Three Months Ended September 30, 2015		Nine Months Ended Sept. 30, 2015
Nonaccruing TDRs:

Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—
Services	9,362		8,502		860		148		—		—
Wholesale/retail	2,897		2,844		53		9		—		—
Manufacturing	296		296		—		—		—		—
Healthcare	689		689		—		—		—		—
Other commercial and industrial	590		76		514		—		100		100
Total commercial	13,834		12,407		1,427		157		100		100

Commercial real estate:
Residential construction and land development	2,539		1,624		915		—		—		—
Retail	1,356		960		396		—		—		—
Office	169		169		—		—		—		—
Multifamily	—		—		—		—		—		—
Industrial	—		—		—		—		—		—
Other real estate loans	1,037		584		453		—		—		—
Total commercial real estate	5,101		3,337		1,764		—		—		—

Residential mortgage:
Permanent mortgage	16,359		9,361		6,998		97		140		142
Permanent mortgage guaranteed by U.S. government agencies	1,944		140		1,804		—		—		—
Home equity	4,975		4,336		639		—		10		68
Total residential mortgage	23,278		13,837		9,441		97		150		210

Personal	365		209		156		—		—		2

Total nonaccruing TDRs	$	42,578	$	29,790	$	12,788	$	254	$	250	$	312

Accruing TDRs:
Permanent mortgages guaranteed by U.S. government agencies	81,598		22,352		59,246		—		—		—

Total TDRs	$	124,176	$	52,142	$	72,034	$	254	$	250	$	312

- 89 -

A summary of troubled debt restructurings by accruing status as of December 31, 2014 is as follows (in thousands):



	As of
	December 31, 2014
	Recorded Investment		Performing in Accordance With Modified Terms		Not Performing in Accordance With Modified Terms		Specific Allowance
Nonaccruing TDRs:

Commercial:
Energy	$	—	$	—	$	—	$	—
Services	1,666		706		960		148
Wholesale/retail	3,381		3,284		97		9
Manufacturing	340		340		—		—
Healthcare	—		—		—		—
Other commercial and industrial	674		93		581		—
Total commercial	6,061		4,423		1,638		157

Commercial real estate:
Residential construction and land development	3,140		641		2,499		23
Retail	3,600		2,432		1,168		—
Office	2,324		—		2,324		—
Multifamily	—		—		—		—
Industrial	—		—		—		—
Other real estate loans	1,647		1,647		—		—
Total commercial real estate	10,711		4,720		5,991		23

Residential mortgage:
Permanent mortgage	16,393		11,134		5,259		105
Permanent mortgage guaranteed by U.S. government agencies	1,597		179		1,418		—
Home equity	5,184		3,736		1,448		—
Total residential mortgage	23,174		15,049		8,125		105

Personal	419		253		166		—

Total nonaccuring TDRs	$	40,365	$	24,445	$	15,920	$	285

Accruing TDRs:
Permanent mortgages guaranteed by U.S. government agencies	73,985		17,274		56,711		—
Total TDRs	$	114,350	$	41,719	$	72,631	$	285

- 90 -

A summary of troubled debt restructurings by accruing status as of September 30, 2014 is as follows (in thousands):



	As of September 30, 2014								Amounts Charged Off During
	Recorded Investment		Performing in Accordance With Modified Terms		Not Performing in Accordance With Modified Terms		Specific Allowance		Three Months Ended September 30, 2014		Nine Months Ended Sept. 30, 2014
Nonaccruing TDRs:

Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—
Services	1,714		724		990		148		—		—
Wholesale/retail	3,545		3,440		105		9		—		—
Manufacturing	3,355		355		3,000		3,000		—		—
Healthcare	—		—		—		—		—		—
Other commercial and industrial	644		48		596		—		—		—
Total commercial	9,258		4,567		4,691		3,157		—		—

Commercial real estate:
Residential construction and land development	8,562		264		8,298		56		—		—
Retail	3,664		2,486		1,178		—		—		—
Office	2,345		1,194		1,151		—		—		—
Multifamily	—		—		—		—		—		—
Industrial	—		—		—		—		—		—
Other real estate loans	1,743		1,743		—		—		—		—
Total commercial real estate	16,314		5,687		10,627		56		—		—

Residential mortgage:
Permanent mortgage	16,764		11,227		5,537		80		147		246
Permanent mortgage guaranteed by U.S. government agencies	1,665		329		1,336		—		—		—
Home equity	4,937		3,864		1,073		—		12		58
Total residential mortgage	23,366		15,420		7,946		80		159		304

Personal	474		322		152		—		—		1

Total nonaccruing TDRs	$	49,412	$	25,996	$	23,416	$	3,293	$	159	$	305

Accruing TDRs:
Permanent mortgages guaranteed by U.S. government agencies	70,459		22,998		47,461		—		—		—
Total TDRs	$	119,871	$	48,994	$	70,877	$	3,293	$	159	$	305

- 91 -

Troubled debt restructurings generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. The following tables detail the recorded balance of loans at September 30, 2015 by class that were restructured during the three and nine months ended September 30, 2015 by primary type of concession (in thousands):



	Three Months Ended Sept. 30, 2015
	Accruing							Nonaccrual								Total
		Payment Stream		Combination & Other		Total		Interest Rate		Payment Stream		Combination & Other		Total
Commercial:
Energy		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Services		—		—		—		—		—		—		—		—
Wholesale/retail		—		—		—		—		—		—		—		—
Manufacturing		—		—		—		—		—		—		—		—
Healthcare		—		—		—		—		—		—		—		—
Other commercial and industrial		—		—		—		—		—		—		—		—
Total commercial		—		—		—		—		—		—		—		—

Commercial real estate:
Residential construction and land development		—		—		—		—		—		—		—		—
Retail		—		—		—		—		—		—		—		—
Office		—		—		—		—		—		—		—		—
Multifamily		—		—		—		—		—		—		—		—
Industrial		—		—		—		—		—		—		—		—
Other real estate loans		—		—		—		—		—		—		—		—
Total commercial real estate		—		—		—		—		—		—		—		—

Residential mortgage:
Permanent mortgage		—		—		—		—		1,448		150		1,598		1,598
Permanent mortgage guaranteed by U.S. government agencies		5,809		3,846		9,655		—		—		—		—		9,655
Home equity		—		—		—		—		—		447		447		447
Total residential mortgage		5,809		3,846		9,655		—		1,448		597		2,045		11,700

Personal		—		—		—		—		—		18		18		18

Total		$	5,809	$	3,846	$	9,655	$	—	$	1,448	$	615	$	2,063	$	11,718

- 92 -



	Nine Months Ended Sept. 30, 2015
	Accruing						Nonaccrual								Total
	Payment Stream		Combination & Other		Total		Interest Rate		Payment Stream		Combination & Other		Total
Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Services	—		—		—		—		—		7,851		7,851		7,851
Wholesale/retail	—		—		—		—		—		—		—		—
Manufacturing	—		—		—		—		—		—		—		—
Healthcare	—		—		—		689		—		—		689		689
Other commercial and industrial	—		—		—		—		—		—		—		—
Total commercial	—		—		—		689		—		7,851		8,540		8,540

Commercial real estate:
Residential construction and land development	—		—		—		—		329		—		329		329
Retail	—		—		—		—		—		—		—		—
Office	—		—		—		—		—		—		—		—
Multifamily	—		—		—		—		—		—		—		—
Industrial	—		—		—		—		—		—		—		—
Other real estate loans	—		—		—		—		—		—		—		—
Total commercial real estate	—		—		—		—		329		—		329		329

Residential mortgage:
Permanent mortgage	—		—		—		—		2,150		1,125		3,275		3,275
Permanent mortgage guaranteed by U.S. government agencies	15,858		10,397		26,255		—		—		843		843		27,098
Home equity	—		—		—		59		145		1,523		1,727		1,727
Total residential mortgage	15,858		10,397		26,255		59		2,295		3,491		5,845		32,100

Personal	—		—		—		—		—		104		104		104

Total	$	15,858	$	10,397	$	26,255	$	748	$	2,624	$	11,446	$	14,818	$	41,073

- 93 -

Troubled debt restructurings generally consist of interest rate concessions, payment stream concessions or a combination of concessions to distressed borrowers. The following tables detail the recorded balance of loans by class that were restructured during three and nine months ended September 30, 2014 by primary type of concession (in thousands):



	Three Months Ended Sept. 30, 2014
	Accruing						Nonaccrual						Total
	Payment Stream		Combination & Other		Total		Payment Stream		Combination & Other		Total
Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Services	—		—		—		—		—		—		—
Wholesale/retail	—		—		—		—		—		—		—
Manufacturing	—		—		—		—		—		—		—
Healthcare	—		—		—		—		—		—		—
Other commercial and industrial	—		—		—		—		—		—		—
Total commercial	—		—		—		—		—		—		—

Commercial real estate:
Residential construction and land development	—		—		—		—		—		—		—
Retail	—		—		—		—		—		—		—
Office	—		—		—		—		—		—		—
Multifamily	—		—		—		—		—		—		—
Industrial	—		—		—		—		—		—		—
Other real estate loans	—		—		—		—		—		—		—
Total commercial real estate	—		—		—		—		—		—		—

Residential mortgage:
Permanent mortgage	—		—		—		196		1,018		1,214		1,214
Permanent mortgage guaranteed by U.S. government agencies	3,439		12,626		16,065		—		163		163		16,228
Home equity	—		—		—		—		570		570		570
Total residential mortgage	3,439		12,626		16,065		196		1,751		1,947		18,012

Personal	—		—		—		—		20		20		20

Total	$	3,439	$	12,626	$	16,065	$	196	$	1,771	$	1,967	$	18,032

- 94 -



	Nine Months Ended Sept. 30, 2014
	Accruing						Nonaccrual						Total
	Payment Stream		Combination & Other		Total		Payment Stream		Combination & Other		Total
Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Services	—		—		—		—		—		—		—
Wholesale/retail	—		—		—		3,400		—		3,400		3,400
Manufacturing	—		—		—		3,000		—		3,000		3,000
Healthcare	—		—		—		—		—		—		—
Other commercial and industrial	—		—		—		—		22		22		22
Total commercial	—		—		—		6,400		22		6,422		6,422

Commercial real estate:
Residential construction and land development	—		—		—		—		—		—		—
Retail	—		—		—		—		—		—		—
Office	—		—		—		—		—		—		—
Multifamily	—		—		—		—		—		—		—
Industrial	—		—		—		—		—		—		—
Other real estate loans	—		—		—		—		—		—		—
Total commercial real estate	—		—		—		—		—		—		—

Residential mortgage:
Permanent mortgage	—		—		—		540		3,066		3,606		3,606
Permanent mortgage guaranteed by U.S. government agencies	8,288		19,222		27,510		—		1,128		1,128		28,638
Home equity	—		—		—		—		1,771		1,771		1,771
Total residential mortgage	8,288		19,222		27,510		540		5,965		6,505		34,015

Personal	—		—		—		—		41		41		41

Total	$	8,288	$	19,222	$	27,510	$	6,940	$	6,028	$	12,968	$	40,478

- 95 -

The following table summarizes, by loan class, the recorded investment at September 30, 2015 and 2014 , respectively, of loans modified as TDRs within the previous 12 months and for which there was a payment default during the three months ended September 30, 2015 and 2014 , respestively (in thousands):



	Three Months Ended Sept. 30, 2015						Nine Months Ended Sept. 30, 2015
	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total
Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—
Services	—		—		—		—		—		—
Wholesale/retail	—		—		—		—		—		—
Manufacturing	—		—		—		—		—		—
Healthcare	—		—		—		—		—		—
Other commercial and industrial	—		—		—		—		—		—
Total commercial	—		—		—		—		—		—

Commercial real estate:
Residential construction and land development	—		329		329		—		329		329
Retail	—		—		—		—		—		—
Office	—		—		—		—		—		—
Multifamily	—		—		—		—		—		—
Industrial	—		—		—		—		—		—
Other real estate loans	—		—		—		—		—		—
Total commercial real estate	—		329		329		—		329		329

Residential mortgage:
Permanent mortgage	—		2,364		2,364		—		2,543		2,543
Permanent mortgage guaranteed by U.S. government agencies	29,942		779		30,721		31,673		919		32,592
Home equity	—		398		398		—		435		435
Total residential mortgage	29,942		3,541		33,483		31,673		3,897		35,570

Personal	—		38		38		—		38		38

Total	$	29,942	$	3,908	$	33,850	$	31,673	$	4,264	$	35,937

A payment default is defined as being 30 days or more past due. The table above includes loans that experienced a payment default during the period, but may be performing in accordance with the modified terms as of the balance sheet date.

- 96 -



	Three Months Ended Sept. 30, 2014						Nine Months Ended Sept. 30, 2014
	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total
Commercial:
Energy	$	—	$	—	$	—	$	—	$	—	$	—
Services	—		—		—		—		—		—
Wholesale/retail	—		—		—		—		—		—
Manufacturing	—		3,000		3,000		—		3,000		3,000
Healthcare	—		—		—		—		—		—
Other commercial and industrial	—		—		—		—		—		—
Total commercial	—		3,000		3,000		—		3,000		3,000

Commercial real estate:
Residential construction and land development	—		—		—		—		—		—
Retail	—		445		445		—		445		445
Office	—		—		—		—		—		—
Multifamily	—		—		—		—		—		—
Industrial	—		—		—		—		—		—
Other real estate loans	—		—		—		—		—		—
Total commercial real estate	—		445		445		—		445		445

Residential mortgage:
Permanent mortgage	—		2,758		2,758		—		3,254		3,254
Permanent mortgage guaranteed by U.S. government agencies	23,376		1,115		24,491		24,126		1,115		25,241
Home equity	—		759		759		—		777		777
Total residential mortgage	23,376		4,632		28,008		24,126		5,146		29,272

Personal	—		—		—		—		3		3

Total	$	23,376	$	8,077	$	31,453	$	24,126	$	8,594	$	32,720

- 97 -

Nonaccrual & Past Due Loans

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

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of September 30, 2015 is as follows (in thousands):



			Past Due
	Current		30 to 89 Days		90 Days or More		Nonaccrual		Total
Commercial:
Energy	$	2,813,145	$	7,142	$	—	$	17,880	$	2,838,167
Services	2,690,554		5,378		—		10,692		2,706,624
Wholesale/retail	1,458,681		197		—		3,058		1,461,936
Manufacturing	555,325		—		—		352		555,677
Healthcare	1,740,462		—		—		1,218		1,741,680
Other commercial and industrial	492,554		86		100		598		493,338
Total commercial	9,750,721		12,803		100		33,798		9,797,422

Commercial real estate:
Residential construction and land development	148,762		—		—		4,748		153,510
Retail	767,801		—		—		1,648		769,449
Office	625,250		217		—		684		626,151
Multifamily	752,055		6,418		—		185		758,658
Industrial	563,795		—		—		76		563,871
Other real estate loans	359,813		—		—		3,615		363,428
Total commercial real estate	3,217,476		6,635		—		10,956		3,235,067

Residential mortgage:
Permanent mortgage	903,685		3,318		—		30,661		937,664
Permanent mortgages guaranteed by U.S. government agencies	33,046		25,776		130,005		3,885		192,712
Home equity	725,572		3,492		1		9,554		738,619
Total residential mortgage	1,662,303		32,586		130,006		44,100		1,868,995

Personal	465,218		245		—		494		465,957

Total	$	15,095,718	$	52,269	$	130,106	$	89,348	$	15,367,441

- 98 -

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of December 31, 2014 is as follows (in thousands):



			Past Due
	Current		30 to 89 Days		90 Days or More		Nonaccrual		Total
Commercial:
Energy	$	2,857,082	$	1,930	$	—	$	1,416	$	2,860,428
Services	2,385,193		1,136		—		5,201		2,391,530
Wholesale/retail	1,435,866		—		—		4,149		1,440,015
Manufacturing	532,144		—		—		450		532,594
Healthcare	1,453,409		180		—		1,380		1,454,969
Other commercial and industrial	415,030		173		—		931		416,134
Total commercial	9,078,724		3,419		—		13,527		9,095,670

Commercial real estate:
Residential construction and land development	133,642		4,650		—		5,299		143,591
Retail	662,963		—		—		3,926		666,889
Office	412,124		—		—		3,420		415,544
Multifamily	704,298		—		—		—		704,298
Industrial	428,817		—		—		—		428,817
Other real estate loans	362,529		570		—		5,912		369,011
Total commercial real estate	2,704,373		5,220		—		18,557		2,728,150

Residential mortgage:
Permanent mortgage	929,090		5,970		46		34,845		969,951
Permanent mortgages guaranteed by U.S. government agencies	26,691		23,558		151,989		3,712		205,950
Home equity	761,247		2,723		77		9,564		773,611
Total residential mortgage	1,717,028		32,251		152,112		48,121		1,949,512

Personal	433,590		547		2		566		434,705

Total	$	13,933,715	$	41,437	$	152,114	$	80,771	$	14,208,037

- 99 -

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of September 30, 2014 is as follows (in thousands):



			Past Due
	Current		30 to 89 Days		90 Days or More		Nonaccrual		Total
Commercial:
Energy	$	2,549,441	$	750	$	—	$	1,508	$	2,551,699
Services	2,335,550		812		5		3,584		2,339,951
Wholesale/retail	1,415,072		533		—		5,502		1,421,107
Manufacturing	475,595		466		—		3,482		479,543
Healthcare	1,380,982		—		—		1,417		1,382,399
Other commercial and industrial	396,358		70		—		911		397,339
Total commercial	8,552,998		2,631		5		16,404		8,572,038

Commercial real estate:
Residential construction and land development	152,399		8,195		—		14,634		175,228
Retail	606,383		873		—		4,009		611,265
Office	434,160		1,250		—		3,499		438,909
Multifamily	739,757		—		—		—		739,757
Industrial	371,426		—		—		—		371,426
Other real estate loans	378,796		300		—		8,518		387,614
Total commercial real estate	2,682,921		10,618		—		30,660		2,724,199

Residential mortgage:
Permanent mortgage	947,791		8,179		—		35,137		991,107
Permanent mortgages guaranteed by U.S. government agencies	35,318		23,475		135,860		3,835		198,488
Home equity	778,175		1,938		20		9,935		790,068
Total residential mortgage	1,761,284		33,592		135,880		48,907		1,979,663

Personal	406,463		796		—		580		407,839

Total	$	13,403,666	$	47,637	$	135,885	$	96,551	$	13,683,739

- 100 -

( 5 ) Acquisitions

On May 4, 2015, the Company acquired a majority voting interest in Heartland Food Products, LLC, a Kansas-based food product and restaurant equipment company.

The purchase price for this acquisition was $18 million . The preliminary purchase price allocation included $14 million of identifiable intangible assets and $7.7 million of goodwill. The pro-forma impact of these transactions was not material to the Company's consolidated financial statements.

( 6 ) Mortgage Banking Activities

Residential Mortgage Loan Production

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

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

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



	September 30, 2015					Dec. 31, 2014					September 30, 2014
	Unpaid Principal Balance/ Notional		Fair Value			Unpaid Principal Balance/ Notional		Fair Value			Unpaid Principal Balance/ Notional		Fair Value
Residential mortgage loans held for sale	$	336,974	$	348,400		$	291,537	$	298,212		$	360,126	$	366,183
Residential mortgage loan commitments	742,742		18,161			627,505		9,971			638,925		8,480
Forward sales contracts	1,073,343		(9,147		)	701,066		(4,001		)	790,131		(1,410		)
			$	357,414				$	304,182				$	373,253

No residential mortgage loans held for sale were 90 days or more past due or considered impaired as of September 30, 2015 , December 31, 2014 or September 30, 2014 . No credit losses were recognized on residential mortgage loans held for sale for the nine month periods ended September 30, 2015 and 2014 .

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Mortgage banking revenue was as follows (in thousands):



	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
	2015			2014			2015			2014
Production revenue:
Net realized gains on sale of mortgage loans	$	18,968		$	17,100		$	60,075		$	39,025
Net change in unrealized gain on mortgage loans held for sale	6,666			(3,110		)	4,751			4,739
Net change in the fair value of mortgage loan commitments	9,838			(5,136		)	8,190			5,824
Net change in the fair value of forward sales contracts	(16,755		)	5,839			(5,146		)	(5,716		)
Total production revenue	18,717			14,693			67,870			43,872
Servicing revenue	14,453			12,121			41,466			35,116
Total mortgage banking revenue	$	33,170		$	26,814		$	109,336		$	78,988

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

Residential Mortgage Servicing

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

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



	September 30, 2015			Dec. 31, 2014			September 30, 2014
Number of residential mortgage loans serviced for others	128,828			117,483			114,493
Outstanding principal balance of residential mortgage loans serviced for others	$	18,928,726		$	16,162,887		$	15,499,653
Weighted average interest rate	4.15		%	4.29		%	4.33		%
Remaining term (in months)	300			296			295

Activity in capitalized mortgage servicing rights during the three months ended September 30, 2015 was as follows (in thousands):



	Purchased			Originated			Total
Balance, June 30, 2015	$	10,730		$	187,964		$	198,694
Additions, net	—			19,993			19,993
Change in fair value due to loan runoff	(661		)	(6,220		)	(6,881		)
Change in fair value due to market changes	(656		)	(11,101		)	(11,757		)
Balance, Sept. 30, 2015	$	9,413		$	190,636		$	200,049

Activity in capitalized mortgage servicing rights during the nine months ended September 30, 2015 was as follows (in thousands):



	Purchased			Originated			Total
Balance, Dec. 31, 2014	$	11,114		$	160,862		$	171,976
Additions, net	—			62,375			62,375
Change in fair value due to loan runoff	(2,171		)	(19,862		)	(22,033		)
Change in fair value due to market changes	470			(12,739		)	(12,269		)
Balance, Sept. 30, 2015	$	9,413		$	190,636		$	200,049

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Activity in capitalized mortgage servicing rights during the three months ended September 30, 2014 was as follows (in thousands):



	Purchased			Originated			Total
Balance, June 30, 2014	$	13,082		$	142,658		$	155,740
Additions, net	—			17,367			17,367
Change in fair value due to loan runoff	(624		)	(4,478		)	(5,102		)
Change in fair value due to market changes	821			4,460			5,281
Balance, Sept. 30, 2014	$	13,279		$	160,007		$	173,286

Activity in capitalized mortgage servicing rights during the nine months ended September 30, 2014 was as follows (in thousands):



	Purchased			Originated			Total
Balance, Dec. 31, 2013	$	15,935		$	137,398		$	153,333
Additions, net	—			39,183			39,183
Change in fair value due to loan runoff	(1,737		)	(11,869		)	(13,606		)
Change in fair value due to market changes	(919		)	(4,705		)	(5,624		)
Balance, Sept. 30, 2014	$	13,279		$	160,007		$	173,286

Changes in the fair value of mortgage servicing rights are included in Other operating revenue in the Consolidated Statements of Earnings. Changes in fair value due to loan runoff are included in Mortgage banking costs. Changes in 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 for trading in mortgage servicing rights after origination. Fair value is determined by discounting the projected net cash flows. Significant assumptions used to determine fair value based on significant unobservable inputs were as follows:



	September 30, 2015	Dec. 31, 2014	September 30, 2014
Discount rate – risk-free rate plus a market premium	10.12%	10.17%	10.17%
Loan servicing costs – annually per loan based upon loan type:
Performing loans	$63-$105	$60 - $105	$60 - $105
Delinquent loans	$150 - $500	$150 - $500	$150 - $500
Loans in foreclosure	$650 - $4,250	$1,000 - $4,250	$1000 - $4,250
Escrow earnings rate – indexed to rates paid on deposit accounts with comparable average life	1.40%	1.77%	1.95%

The Company is exposed to interest rate risk as benchmark residential 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.

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Stratification of the residential mortgage loan servicing portfolio and outstanding principal of loans serviced for others by interest rate at September 30, 2015 follows (in thousands):



	< 4.00%			4.00% - 4.99%			5.00% - 5.99%			> 5.99%			Total
Fair value	$	93,382		$	86,546		$	15,883		$	4,238		$	200,049
Outstanding principal of loans serviced for others	$	8,785,402		$	7,652,269		$	1,673,815		$	817,240		$	18,928,726
Weighted average prepayment rate ¹	7.51		%	8.74		%	13.57		%	26.99		%	9.39		%


¹	Annual prepayment estimates based upon loan interest rate, original term and loan type. Weighted average prepayment rate is determined by weighting the prepayment speed for each loan by its unpaid principal balance.

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 September 30, 2015 , a 50 basis point increase in mortgage interest rates is expected to increase the fair value of our mortgage servicing rights, net of economic hedge by $488 thousand . A 50 basis point decrease in mortgage interest rates is expected to increase the fair value of our mortgage servicing rights, net of economic hedge by $716 thousand . In the model, changes in the value of servicing rights due to changes in interest rates assume stable relationships between residential mortgage rates and prepayment speeds. Changes in market conditions can cause variations 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 September 30, 2015 follows (in thousands):



			Past Due
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Total
FHLMC	$	6,177,382	$	36,398	$	7,426	$	26,517	$	6,247,723
FNMA	6,428,098		32,897		7,009		19,297		6,487,301
GNMA	5,483,012		145,747		38,984		15,816		5,683,559
Other	500,024		5,102		953		4,064		510,143
Total	$	18,588,516	$	220,144	$	54,372	$	65,694	$	18,928,726

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 $162 million at September 30, 2015 , $180 million at December 31, 2014 and $175 million at September 30, 2014 . A separate accrual for these off-balance sheet commitments is included in Other liabilities in the Consolidated Balance Sheets. At September 30, 2015 , approximately 3% of the loans sold with recourse with an outstanding principal balance of $5.5 million were either delinquent more than 90 days, in bankruptcy or in foreclosure and 4% with an outstanding balance of $7.0 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 accrual for losses on loans sold with recourse included in Other liabilities in the Consolidated Balance Sheets is summarized as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended Sept. 30,
	2015			2014			2015			2014
Beginning balance	$	6,691		$	8,690		$	7,299		$	9,562
Provision for recourse losses	81			93			211			260
Loans charged off, net	(506		)	(461		)	(1,244		)	(1,500		)
Ending balance	$	6,266		$	8,322		$	6,266		$	8,322

The Company also has obligations to repurchase or provide indemnification for residential mortgage loans sold to government sponsored entities due to standard representations and warranties made under contractual agreements and to service loans in

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accordance with investor guidelines. The Company has established accruals for losses related to these obligations that are included in Other liabilities in the Consolidated Balance Sheets and in Mortgage banking costs in the Consolidated Statements of Earnings.

The Company repurchased 10 loans from the agencies for $ 2.1 million during the third quarter of 2015 . There were no indemnifications on loans paid during the third quarter of 2015 . Losses recognized on indemnifications and repurchases were insignificant.

A summary of unresolved deficiency requests from the agencies follows (in thousands, except for number of unresolved deficiency requests):



	September 30, 2015		September 30, 2014
Number of unresolved deficiency requests	194		184
Aggregate outstanding principal balance subject to unresolved deficiency requests	$	14,237	$	15,548
Unpaid principal balance subject to indemnification by the Company	4,604		4,792

The activity in the accruals for mortgage losses is summarized as follows (in thousands).



	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
	2015			2014			2015			2014
Beginning balance	$	8,908		$	12,119		$	11,868		$	12,716
Provision for losses	(52		)	1,122			(3,056		)	2,475
Charge-offs, net	(1,262		)	(3,486		)	(1,218		)	(5,436		)
Ending balance	$	7,594		$	9,755		$	7,594		$	9,755

( 7 ) Commitments and Contingent Liabilities

Litigation Contingencies

As a member of Visa, BOK Financial is obligated for a proportionate share of certain covered litigation losses incurred by Visa under a retrospective responsibility plan. A contingent liability was recognized for the Company’s share of Visa’s covered litigation liabilities. Visa funded an escrow account to cover litigation claims, including covered litigation losses under the retrospective responsibility plan, with proceeds from its initial public offering in 2008 and from available cash.

BOK Financial currently owns 251,837 Visa Class B shares which are convertible into 415,103 shares of Visa Class A shares after the final settlement of all covered litigation. 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 been currently 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.

On March 3, 2015, the Bank and the Company were named as defendants in a putative class action alleging that the manner in which the Bank posted charges to its consumer deposit accounts was improper from September 1, 2011 through July 8, 2014, the period after which the Bank and BOK Financial settled a class action respecting a similar claim. Management has been advised by counsel that the Bank and the Company have meritorious defenses to the action. A reasonable estimate of losses, if any, cannot be made at this time. On April 8, 2015, the Bank was named as a defendant in a putative class action alleging that the Extended Overdraft Fee charged customers who failed to pay overdrafts after five days constituted interest and exceeded permissible interest rates set by state and federal law. This action was dismissed on the merits by the Court.

On June 24, 2015, the Company received a complaint alleging that an employee had colluded with a borrower and an individual in misusing revenues pledged to the municipal bonds for which the Company served as trustee under the bond indenture. The Company conducted an investigation and has concluded that the employee had, with respect to a single group of affiliated bond issuances, violated Company policies and procedures by waiving financial covenants, granting forbearances and accepting without disclosure to the bondholders, debt service payments from sources other than pledged revenues. The employee was terminated. At this time, management and counsel have not determined whether the Company has any liability to the bondholders and, if so, the amount of any loss that might reasonably be estimated from such liability.

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

Alternative Investment Commitments

The Company sponsors two private equity funds and invests in several tax credit entities and other funds as permitted by banking regulations. Consolidation of these investments is based on the variable interest model 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. These unaffiliated limited partnerships generally invest 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 $5.1 million at September 30, 2015 . Substantially all of the obligations are offset by limited partner commitments. The Company does not accrue its contingent liability to fund investments. The Volcker Rule in Title VI of the Dodd-Frank Act will limit both the amount and structure of these types of investments.

Consolidated tax credit investment entities represent the Company's interest in entities earning federal new market tax credits related to qualifying loans. 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.

Other consolidated alternative investments include entities held under merchant banking authority. While the Company owns a majority of the voting interest in these entities, its ability to manage daily operations is limited by applicable banking regulations. Consolidated other assets includes total tangible assets, identifiable intangible assets and goodwill held by these entities.

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 primarily 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.

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A summary of consolidated and unconsolidated alternative investments as of September 30, 2015 , December 31, 2014 and September 30, 2014 is as follows (in thousands):



	September 30, 2015
	Loans		Other assets		Other liabilities		Other borrowings		Non-controlling interests
Consolidated:
Private equity funds	$	—	$	24,133	$	—	$	—	$	19,947
Tax credit entities	10,000		12,361		—		10,964		10,000
Other	—		41,197		2,774		2,788		8,989
Total consolidated	$	10,000	$	77,691	$	2,774	$	13,752	$	38,936

Unconsolidated:
Tax credit entities	$	18,114	$	94,600	$	21,973	$	—	$	—
Other	—		15,822		6,899		—		—
Total unconsolidated	$	18,114	$	110,422	$	28,872	$	—	$	—



	Dec. 31, 2014
	Loans		Other assets		Other liabilities		Other borrowings		Non-controlling interests
Consolidated:
Private equity funds	$	—	$	25,627	$	—	$	—	$	21,921
Tax credit entities	10,000		12,827		—		10,964		10,000
Other	—		5,996		—		—		2,106
Total consolidated	$	10,000	$	44,450	$	—	$	10,964	$	34,027

Unconsolidated:
Tax credit entities	$	18,192	$	96,721	$	28,920	$	—	$	—
Other	—		9,471		4,050		—		—
Total unconsolidated	$	18,192	$	106,192	$	32,970	$	—	$	—



	September 30, 2014
	Loans		Other assets		Other liabilities		Other borrowings		Non-controlling interests
Consolidated:
Private equity funds	$	—	$	27,118	$	—	$	—	$	22,141
Tax credit entities	10,000		12,982		—		10,964		10,000
Other	—		7,012		—		—		2,078
Total consolidated	$	10,000	$	47,112	$	—	$	10,964	$	34,219

Unconsolidated:
Tax credit entities	$	18,243	$	93,291	$	25,611	$	—	$	—
Other	—		6,811		1,622		—		—
Total unconsolidated	$	18,243	$	100,102	$	27,233	$	—	$	—

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Other Commitments and Contingencies

At September 30, 2015 , Cavanal Hill Funds’ assets included $1.5 billion of U.S. Treasury, $1.6 billion of cash management and $267 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 September 30, 2015 . 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 2015 or 2014 .

Cottonwood Valley Ventures, Inc. (“CVV, Inc.”), an indirectly wholly-owned subsidiary of BOK Financial, favorable resolved its audit 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. guarantees 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. CVV will now be allowed to resume selling qualified credits.

The Company agreed to guarantee rents totaling $29 million through September of 2017 to the City of Tulsa 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 $6.3 million at September 30, 2015 . In return for this guarantee, the Company will receive 80% of net cash flow as defined in an agreement with the City of Tulsa 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 .

( 8 ) Shareholders' Equity

On October 27, 2015 , the Company declared a a quarterly cash dividend of $0.43 per common share on or about November 27, 2015 to shareholders of record as of November 13, 2015 .

Dividends declared were $0.42 and $1.26 per share during the three and nine months ended September 30, 2015 and $0.40 and $1.20 per share during the three and nine months ended September 30, 2014 .

Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on available for sale ("AFS") securities and non-credit related unrealized losses on AFS securities for which an other-than-temporary impairment has been recorded in earnings. AOCI also includes unrealized gains on AFS securities that were transferred from AFS to investment securities in the third quarter of 2011. Such amounts are being amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related amortization of premium on the transferred securities. 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 interest rate lock hedge of the 2005 subordinated debt issuance were reclassified into income over the ten-year life of the debt. Gains and losses in AOCI are net of deferred income taxes.

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



	Unrealized Gain (Loss) on
	Available for Sale Securities			Investment Securities Transferred from AFS			Employee Benefit Plans			Loss on Effective Cash Flow Hedges			Total
Balance, Dec. 31, 2013	$	(23,175	)	$	1,118		$	(3,311	)	$	(255	)	$	(25,623	)
Net change in unrealized gain (loss)	82,254			—			(2		)	—			82,252
Reclassification adjustments included in earnings:
Interest revenue, Investment securities, Taxable securities	—			(1,009		)	—			—			(1,009		)
Interest expense, Subordinated debentures	—			—			—			206			206
Net impairment losses recognized in earnings	—			—			—			—			—
Gain on available for sale securities, net	(1,390		)	—			—			—			(1,390		)
Other comprehensive income (loss), before income taxes	80,864			(1,009		)	(2		)	206			80,059
Federal and state income taxes ¹	31,456			(394		)	(1		)	80			31,141
Other comprehensive income (loss), net of income taxes	49,408			(615		)	(1		)	126			48,918
Balance, Sept. 30, 2014	$	26,233		$	503		$	(3,312	)	$	(129	)	$	23,295

Balance, Dec. 31, 2014	$	59,239		$	376		$	(2,868	)	$	(74	)	$	56,673
Net change in unrealized gain (loss)	57,763			—			—			—			57,763
Reclassification adjustments included in earnings:
Interest revenue, Investment securities, Taxable securities	—			(418		)	—			—			(418		)
Interest expense, Subordinated debentures	—			—			—			121			121
Net impairment losses recognized in earnings	92			—			—			—			92
Gain on available for sale securities, net	(9,926		)	—			—			—			(9,926		)
Other comprehensive income (loss), before income taxes	47,929			(418		)	—			121			47,632
Federal and state income taxes ¹	18,644			(162		)	—			47			18,529
Other comprehensive income (loss), net of income taxes	29,285			(256		)	—			74			29,103
Balance, Sept. 30, 2015	$	88,524		$	120		$	(2,868	)	$	—		$	85,776


¹	Calculated using a 39% effective tax rate.

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( 9 ) Earnings Per Share



(In thousands, except share and per share amounts)	Three Months Ended September 30,				Nine Months Ended Sept. 30,
	2015		2014		2015		2014
Numerator:
Net income attributable to BOK Financial Corp. shareholders	$	74,891	$	75,632	$	228,964	$	228,117
Less: Earnings allocated to participating securities	894		898		2,652		2,479
Numerator for basic earnings per share – income available to common shareholders	73,997		74,734		226,312		225,638
Effect of reallocating undistributed earnings of participating securities	1		1		2		3
Numerator for diluted earnings per share – income available to common shareholders	$	73,998	$	74,735	$	226,314	$	225,641

Denominator:
Weighted average shares outstanding	68,486,376		69,275,121		68,800,419		69,113,914
Less: Participating securities included in weighted average shares outstanding	818,300		819,255		795,911		749,365
Denominator for basic earnings per common share	67,668,076		68,455,866		68,004,508		68,364,549
Dilutive effect of employee stock compensation plans ¹	94,407		153,899		99,509		156,042
Denominator for diluted earnings per common share	67,762,483		68,609,765		68,104,017		68,520,591

Basic earnings per share	$	1.09	$	1.09	$	3.33	$	3.30
Diluted earnings per share	$	1.09	$	1.09	$	3.32	$	3.29
¹ Excludes employee stock options with exercise prices greater than current market price.	—		—		—		—

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( 10 ) Reportable Segments

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended September 30, 2015 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	109,495		$	21,578		$	6,680		$	40,883		$	178,636
Net interest revenue (expense) from internal sources	(12,730		)	7,688			$	5,161		(119		)	—
Net interest revenue	96,765			29,266			11,841			40,764			178,636
Provision for credit losses	828			1,488			2			5,182			7,500
Net interest revenue after provision for credit losses	95,937			27,778			11,839			35,582			171,136
Other operating revenue	44,899			52,978			63,095			2,464			163,436
Other operating expense	52,499			50,608			57,742			63,779			224,628
Net direct contribution	88,337			30,148			17,192			(25,733		)	109,944
Corporate expense allocations	14,668			21,845			10,858			(47,371		)	—
Net income before taxes	73,669			8,303			6,334			21,638			109,944
Federal and state income taxes	28,657			3,230			2,464			(223		)	34,128
Net income	45,012			5,073			3,870			21,861			75,816
Net income attributable to non-controlling interests	—			—			—			925			925
Net income attributable to BOK Financial Corp. shareholders	$	45,012		$	5,073		$	3,870		$	20,936		$	74,891

Average assets	$	13,544,828		$	7,286,709		$	4,629,506		$	5,308,690		$	30,769,733
Average invested capital	1,062,053			264,540			226,477			1,808,477			3,361,547

Performance measurements:
Return on average assets	1.32		%	0.28		%	0.38		%				0.97		%
Return on average invested capital	16.83		%	7.61		%	7.75		%				8.84		%
Efficiency ratio	36.90		%	56.97		%	76.56		%				64.34		%

- 111 -

Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2015 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	319,279		$	64,030		$	18,289		$	120,495		$	522,093
Net interest revenue (expense) from internal sources	(37,928		)	23,226			$	15,712		(1,010		)	—
Net interest revenue	281,351			87,256			34,001			119,485			522,093
Provision for credit losses	(8,122		)	1,488			(745		)	18,879			11,500
Net interest revenue after provision for credit losses	289,473			85,768			34,746			100,606			510,593
Other operating revenue	133,363			167,773			191,316			13,286			505,738
Other operating expense	155,855			158,404			171,760			185,987			672,006
Net direct contribution	266,981			95,137			54,302			(72,095		)	344,325
Corporate expense allocations	43,970			64,779			33,154			(141,903		)	—
Net income before taxes	223,011			30,358			21,148			69,808			344,325
Federal and state income taxes	86,751			11,809			8,227			6,355			113,142
Net income	136,260			18,549			12,921			63,453			231,183
Net income attributable to non-controlling interests	—			—			—			2,219			2,219
Net income attributable to BOK Financial Corp. shareholders	$	136,260		$	18,549		$	12,921		$	61,234		$	228,964

Average assets	$	13,114,958		$	7,307,097		$	4,696,750		$	5,285,625		$	30,404,430
Average invested capital	1,028,013			268,427			225,222			1,819,969			3,341,631

Performance measurements:
Return on average assets	1.39		%	0.34		%	0.42		%				1.01		%
Return on average invested capital	17.74		%	9.24		%	8.66		%				9.16		%
Efficiency ratio	37.51		%	58.28		%	75.69		%				64.48		%

- 112 -

Reportable segments reconciliation to the Consolidated Financial Statements for the three months ended September 30, 2014 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	95,423		$	19,742		$	5,956		$	45,670		$	166,791
Net interest revenue (expense) from internal sources	(9,796		)	9,517			5,191			(4,912		)	—
Net interest revenue	85,627			29,259			11,147			40,758			166,791
Provision for credit losses	(1,702		)	1,599			(125		)	228			—
Net interest revenue after provision for credit losses	87,329			27,660			11,272			40,530			166,791
Other operating revenue	45,121			55,243			61,001			3,606			164,971
Other operating expense	55,532			49,105			56,301			60,896			221,834
Net direct contribution	76,918			33,798			15,972			(16,760		)	109,928
Corporate expense allocations	13,081			18,229			12,276			(43,586		)	—
Net income before taxes	63,837			15,569			3,696			26,826			109,928
Federal and state income taxes	24,833			6,056			1,438			1,475			33,802
Net income	39,004			9,513			2,258			25,351			76,126
Net income attributable to non-controlling interests	—			—			—			494			494
Net income attributable to BOK Financial Corp. shareholders	$	39,004		$	9,513		$	2,258		$	24,857		$	75,632

Average assets	$	11,508,661		$	7,123,786		$	4,324,204		$	5,158,906		$	28,115,557
Average invested capital	940,091			271,705			220,489			1,780,818			3,213,103

Performance measurements:
Return on average assets	1.35		%	0.53		%	0.26		%				1.07		%
Return on average invested capital	16.47		%	13.89		%	5.06		%				9.34		%
Efficiency ratio	42.45		%	58.99		%	77.69		%				67.18		%

- 113 -

Reportable segments reconciliation to the Consolidated Financial Statements for the nine months ended September 30, 2014 is as follows (in thousands):



	Commercial			Consumer			Wealth Management			Funds Management and Other			BOK Financial Consolidated
Net interest revenue from external sources	$	281,064		$	61,672		$	17,574		$	135,220		$	495,530
Net interest revenue (expense) from internal sources	(33,419		)	28,354			14,594			(9,529		)	—
Net interest revenue	247,645			90,026			32,168			125,691			495,530
Provision for credit losses	(8,894		)	1,599			323			6,972			—
Net interest revenue after provision for credit losses	256,539			88,427			31,845			118,719			495,530
Other operating revenue	126,527			154,030			180,790			8,708			470,055
Other operating expense	155,529			141,462			160,846			163,808			621,645
Net direct contribution	227,537			100,995			51,789			(36,381		)	343,940
Corporate expense allocations	42,024			57,768			36,130			(135,922		)	—
Net income before taxes	185,513			43,227			15,659			99,541			343,940
Federal and state income taxes	72,165			16,815			6,091			18,971			114,042
Net income	113,348			26,412			9,568			80,570			229,898
Net income attributable to non-controlling interests	—			—			—			1,781			1,781
Net income attributable to BOK Financial Corp. shareholders	$	113,348		$	26,412		$	9,568		$	78,789		$	228,117

Average assets	$	11,222,847		$	7,091,118		$	4,499,858		$	4,803,104		$	27,616,927
Average invested capital	937,281			278,396			212,729			1,713,968			3,142,374

Performance measurements:
Return on average assets	1.35		%	0.50		%	0.33		%				1.10		%
Return on average invested capital	16.21		%	12.68		%	6.89		%				9.71		%
Efficiency ratio	41.39		%	56.26		%	75.13		%				63.58		%

- 114 -

( 11 ) Fair Value Measurements

Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market for the given asset or liability at the measurement date based on market conditions at that date. Certain assets and liabilities are recorded in the Company’s financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis.

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

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

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


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


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


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


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

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

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the nine months ended September 30, 2015 and 2014 , respectively. Transfers between significant other observable inputs and significant unobservable inputs during the nine months ended September 30, 2015 and 2014 are included in the summary of changes in recurring fair values measured using unobservable inputs.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at September 30, 2015 , December 31, 2014 or September 30, 2014 .

- 115 -

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of September 30, 2015 (in thousands):



	Total		Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets:
Trading securities:
U.S. Government agency debentures	$	42,431	$	—	$	42,431	$	—
U.S. agency residential mortgage-backed securities	30,973		—		30,973		—
Municipal and other tax-exempt securities	84,261		—		84,261		—
Other trading securities	23,466		—		23,466		—
Total trading securities	181,131		—		181,131		—
Available for sale securities:
U.S. Treasury	1,003		1,003		—		—
Municipal and other tax-exempt	57,960		—		48,360		9,600
U.S. agency residential mortgage-backed securities	5,819,127		—		5,819,127		—
Privately issued residential mortgage-backed securities	145,682		—		145,682		—
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,735,787		—		2,735,787		—
Other debt securities	4,150		—		—		4,150
Perpetual preferred stock	19,163		—		19,163		—
Equity securities and mutual funds	18,217		3,505		14,712		—
Total available for sale securities	8,801,089		4,508		8,782,831		13,750
Fair value option securities:
U.S. agency residential mortgage-backed securities	427,760		—		427,760		—
Other securities	—		—		—		—
Total fair value option securities	427,760		—		427,760		—
Residential mortgage loans held for sale	357,414		—		349,381		8,033
Mortgage servicing rights ¹	200,049		—		—		200,049
Derivative contracts, net of cash collateral ²	726,159		4,922		721,237		—
Other assets – private equity funds	24,133		—		—		24,133
Liabilities:
Derivative contracts, net of cash collateral ²	636,115		—		636,115		—


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

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

- 116 -

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 2014 (in thousands):



	Total		Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets:
Trading securities:
U.S. Government agency debentures	$	85,092	$	—	$	85,092	$	—
U.S. agency residential mortgage-backed securities	31,199		—		31,199		—
Municipal and other tax-exempt securities	38,951		—		38,951		—
Other trading securities	33,458		—		33,458		—
Total trading securities	188,700		—		188,700		—
Available for sale securities:
U.S. Treasury	1,005		1,005		—		—
Municipal and other tax-exempt	63,557		—		53,464		10,093
U.S. agency residential mortgage-backed securities	6,646,884		—		6,646,884		—
Privately issued residential mortgage-backed securities	165,957		—		165,957		—
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,048,609		—		2,048,609		—
Other debt securities	9,212		—		5,062		4,150
Perpetual preferred stock	24,277		—		24,277		—
Equity securities and mutual funds	19,444		4,927		14,517		—
Total available for sale securities	8,978,945		5,932		8,958,770		14,243
Fair value option securities:
U.S. agency residential mortgage-backed securities	311,597		—		311,597		—
Other securities	—		—		—		—
Total fair value option securities	311,597		—		311,597		—
Residential mortgage loans held for sale	304,182		—		292,326		11,856
Mortgage servicing rights ¹	171,976		—		—		171,976
Derivative contracts, net of cash collateral ²	361,874		17,607		344,267		—
Other assets – private equity funds	25,627		—		—		25,627
Liabilities:
Derivative contracts, net of cash collateral ²	354,554		541		354,013		—


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

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

- 117 -

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of September 30, 2014 (in thousands):



	Total		Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets:
Trading securities:
U.S. Government agency debentures	$	41,004	$	—	$	41,004	$	—
U.S. agency residential mortgage-backed securities	33,226		—		33,226		—
Municipal and other tax-exempt securities	76,884		—		76,884		—
Other trading securities	18,598		—		18,598		—
Total trading securities	169,712		—		169,712		—
Available for sale securities:
U.S. Treasury	1,015		1,015		—		—
Municipal and other tax-exempt	64,363		—		54,170		10,193
U.S. agency residential mortgage-backed securities	6,850,603		—		6,850,603		—
Privately issued residential mortgage-backed securities	171,493		—		171,493		—
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,141,645		—		2,141,645		—
Other debt securities	34,291		—		30,141		4,150
Perpetual preferred stock	24,358		—		24,358		—
Equity securities and mutual funds	19,118		4,789		14,329		—
Total available for sale securities	9,306,886		5,804		9,286,739		14,343
Fair value option securities:
U.S. agency residential mortgage-backed securities	175,761		—		175,761		—
Other securities	—		—		—		—
Total fair value option securities	175,761		—		175,761		—
Residential mortgage loans held for sale	373,253		—		365,877		7,376
Mortgage servicing rights ¹	173,286		—		—		173,286
Derivative contracts, net of cash collateral ²	360,809		10,799		350,010		—
Other assets – private equity funds	27,118		—		—		27,118
Liabilities:
Derivative contracts, net of cash collateral ²	348,687		4,286		344,401		—


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

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

- 118 -

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

Securities

The fair values of trading, available for sale and fair value option securities are based on quoted prices for identical instruments in active markets, when available. If quoted prices for identical instruments are not available, fair values are based on significant other observable inputs such as quoted prices of comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities.

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

Derivatives

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

Credit risk is considered in determining the fair value of derivative instruments. Management determines fair value adjustments based on various risk factors including but not limited to counterparty credit rating or equivalent loan grading, derivative contract notional size, price volatility of the underlying commodity, duration of the derivative contracts and expected loss severity. Expected loss severity is based on historical losses for similarly risk graded commercial loan customers. Decreases in counterparty credit rating or grading and increases in price volatility and expected loss severity all tend to increase the credit quality adjustment which reduces the fair value of asset contracts. The reduction in fair value is recognized in earnings during the current period.

We also consider our own credit risk in determining the fair value of derivative contracts. Changes in our credit rating would affect the fair value of our derivative liabilities. In the event of a credit downgrade, the fair value of our derivative liabilities would increase. The change in the fair value would be recognized in earnings in the current period.

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 and forward sales contracts. The fair value of mortgage loans that were unable to be sold to U.S. government agencies were determined using quoted prices of loans that are sold in securitization transactions with a liquidity discount applied.

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. The Company's private equity funds provide customers alternative investment opportunities as limited partners of the funds. As fund of funds, the private equity funds invest in other limited partnerships or limited liability companies that invest substantially all of their assets in U.S. companies pursuing diversified investment strategies including early-stage venture capital, distressed securities and corporate or asset buy-outs. Private equity fund assets are long-term, illiquid investments. No secondary market exists for these assets. The private equity funds typically invest in funds that provide no redemption rights to investors. The fair value of the private equity investments may only be realized through cash distributions from the underlying funds.

- 119 -

The following represents the changes for the three months ended September 30, 2015 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):



	Available for Sale Securities
	Municipal and other tax-exempt			Other debt securities		Residential mortgage loans held for sale			Other assets – private equity funds
Balance, June 30, 2015	$	9,617		$	4,150	$	7,973		$	24,399
Transfer to Level 3 from Level 2	—			—		966			—
Purchases and capital calls	—			—		—			122
Proceeds from sales	—			—		(811		)	—
Redemptions and distributions	—			—		—			(1,339		)
Gain (loss) recognized in earnings:
Mortgage banking revenue	—			—		(95		)	—
Gain on other assets, net	—			—		—			951
Other comprehensive gain (loss):
Net change in unrealized gain (loss)	(17		)	—		—			—
Balance, Sept. 30, 2015	$	9,600		$	4,150	$	8,033		$	24,133

The following represents the changes for the nine months ended September 30, 2015 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):



	Available for Sale Securities
	Municipal and other tax-exempt			Other debt securities		Residential mortgage loans held for sale			Other assets – private equity funds
Balance, Dec. 31, 2014	$	10,093		$	4,150	$	11,856		$	25,627
Transfer to Level 3 from Level 2	—			—		2,153			—
Purchases and capital calls	—			—		—			720
Proceeds from sales	—			—		(6,099		)	—
Redemptions and distributions	(500		)	—		—			(4,689		)
Gain (loss) recognized in earnings:
Mortgage banking revenue	—			—		123			—
Gain on other assets, net	—			—		—			2,475
Other comprehensive gain (loss):
Net change in unrealized gain (loss)	7			—		—			—
Balance, Sept. 30, 2015	$	9,600		$	4,150	$	8,033		$	24,133

- 120 -

The following represents the changes for the three months ended September 30, 2014 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):



	Available for Sale Securities
	Municipal and other tax-exempt			Other debt securities			Equity securities and mutual funds		Residential mortgage loans held for sale			Other assets – private equity funds
Balance, June 30, 2014	$	10,445		$	4,231		$	—	$	—		$	27,833
Transfer to Level 3 from Level 2	—			—			—		7,764			—
Purchases and capital calls	—			—			—		—			505
Redemptions and distributions	—			—			—		—			(1,994		)
Gain (loss) recognized in earnings
Mortgage banking revenue	—			—			—		(388		)	—
Gain on other assets, net	—			—			—		—			774
Loss on available for sale securities, net	—			—			—		—			—
Charitable contributions to BOKF Foundation	—			—			—		—			—
Other comprehensive gain (loss):
Net change in unrealized gain (loss)	(252		)	(81		)	—		—			—
Balance, Sept. 30, 2014	$	10,193		$	4,150		$	—	$	7,376		$	27,118

The following represents the changes for the nine months ended September 30, 2014 related to assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands):



	Available for Sale Securities
	Municipal and other tax-exempt			Other debt securities			Equity securities and mutual funds			Residential mortgage loans held for sale			Other assets – private equity funds
Balance, Dec. 31, 2013	$	17,805		$	4,712		$	4,207		$	—		$	27,341
Transfer to Level 3 from Level 2	—			—			—			7,764			—
Purchases, and capital calls	—			—			—			—			930
Redemptions and distributions	(7,487		)	(500		)	—			—			(5,175		)
Gain (loss) recognized in earnings
Mortgage banking revenue	—			—			—			(388		)	—
Gain on other assets, net	—			—			—			—			4,022
Loss on available for sale securities, net	(235		)	—			—			—			—
Charitable contributions to BOKF Foundation	—			—			(2,420		)	—			—
Other comprehensive gain (loss):
Net change in unrealized gain (loss)	110			(62		)	(1,787		)	—			—
Balance, Sept. 30, 2014	$	10,193		$	4,150		$	—		$	7,376		$	27,118

- 121 -

A summary of quantitative information about assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2015 follows (in thousands):

Par

Value

Amortized

Cost/Unpaid Principal Balance

Fair

Value

Valuation Technique(s)

Unobservable Input

Range

(Weighted Average)

Available for sale securities

Municipal and other tax-exempt securities

10,370

10,310

9,600

Discounted cash flows

Interest rate spread

5.23%-5.53% (5.49%)

92.35%-92.73% (92.57%)

Other debt securities

4,400

4,150

Discounted cash flows

Interest rate spread

5.65%-5.70% (5.69%)

⁴

94.32% - 94.33 (94.33%)

Residential mortgage loans held for sale

N/A

8,538

8,033

Quoted prices of loans sold in securitization transactions, with a liquidity discount applied

Liquidity discount applied to the market value of a mortgage loans qualifying for sale to U.S. government agencies.

94.09%

Other assets - private equity funds

N/A

24,133

Net asset value reported by underlying funds

Net asset value reported by underlying fund

N/A


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


²	Interest rate yields used to value investment grade tax-exempt securities represent a spread of 510 to 538 basis points over average yields for comparable tax-exempt securities.


³	Represents fair value as a percentage of par value.


⁴	Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 1% .

- 122 -

A summary of quantitative information about Recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of December 31, 2014 follows (in thousands):

Par

Value

Amortized
Cost/Unpaid Principal Balance

Fair

Value

Valuation Technique(s)

Unobservable Input

Range

(Weighted Average)

Available for sale securities

Municipal and other tax-exempt securities

10,870

10,805

10,093

Discounted cash flows

Interest rate spread

4.96%-5.26% (5.21%)

92.65%-94.32% (93.09%)

Other debt securities

4,400

4,150

Discounted cash flows

Interest rate spread

5.62%-5.67% (5.66%)

⁴

92.65% - 92.95 (92.77%)

Residential mortgage loans held for sale

N/A

12,468

11,856

Quoted prices of loans sold in securitization transactions, with a liquidity discount applied

Liquidity discount applied to the market value of a mortgage loans qualifying for sale to U.S. government agencies.

95.09%

Other assets - private equity funds

N/A

25,627

Net asset value reported by underlying funds

Net asset value reported by underlying fund

N/A


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


²	Interest rate yields used to value investment grade tax-exempt securities represent a spread of 488 to 516 basis points over average yields for comparable tax-exempt securities.


³	Represents fair value as a percentage of par value.


⁴	Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 1% .

A summary of quantitative information about Recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2014 follows (in thousands):

Par

Value

Amortized

Cost

Fair

Value

Valuation Technique(s)

Unobservable Input

Range

(Weighted Average)

Available for sale securities

Municipal and other tax-exempt securities

10,970

10,904

10,193

Discounted cash flows

Interest rate spread

4.93%-5.23% (5.19%)

92.68%-94.32% (93.13%)

Other debt securities

4,400

4,150

Discounted cash flows

Interest rate spread

5.61%-5.65% (5.65%)

⁴

92.68% - 92.99 (92.80%)

Residential mortgage loans held for sale

N/A

7,764

7,376

Quoted prices of loans sold in securitization transactions, with a liquidity discount applied

Liquidity discount applied to the market value of a mortgage loans qualifying for sale to U.S. government agencies.

95.00%

Other assets - private equity funds

N/A

27,118

Net asset value reported by underlying funds

Net asset value reported by underlying fund

N/A


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


²	Interest rate yields used to value investment grade tax-exempt securities represent a spread of 482 to 514 basis points over average yields for comparable tax-exempt securities.


³	Represents fair value as a percentage of par value.


⁴	Interest rate yields used to value investment grade taxable securities based on comparable short-term taxable securities which are generally yielding less than 1% .

- 123 -

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

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

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at September 30, 2015 for which the fair value was adjusted during the three and nine months ended September 30, 2015 :



							Fair Value Adjustments for the
	Carrying Value at Sept. 30, 2015						Three Months Ended Sept. 30, 2015 Recognized in:				Nine Months Ended Sept. 30, 2015 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Net losses and expenses of repossessed assets, net		Gross charge-offs against allowance for loan losses		Net losses and expenses of repossessed assets, net
Impaired loans	$	—	$	3,239	$	12,386	$	890	$	—	$	1,439	$	—
Real estate and other repossessed assets	—		12,689		702		—		670		—		1,771

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at September 30, 2014 for which the fair value was adjusted during the nine months ended September 30, 2014 :



							Fair Value Adjustments for the
	Carrying Value at Sept. 30, 2014						Three Months Ended Sept. 30, 2014 Recognized in:				Nine Months Ended Sept. 30, 2014 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Net losses and expenses of repossessed assets, net		Gross charge-offs against allowance for loan losses		Net losses and expenses of repossessed assets, net
Impaired loans	$	—	$	6,585	$	681	$	809	$	—	$	2,263	$	—
Real estate and other repossessed assets	—		16,870		495		—		4,139		—		5,515

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 observed inputs derived principally from or corroborated by observable market data. Appraisals that are not based on observable inputs or that require significant adjustments or fair value measurements that are not based on third-party appraisals are considered to be based on significant unobservable inputs. Non-recurring fair value measurements of collateral-dependent impaired loans and real estate and other repossessed assets based on significant unobservable inputs are generally due to estimates of current fair values between appraisal dates. Significant unobservable inputs include listing prices for the same or comparable assets, uncorroborated expert opinions or management's knowledge of the collateral or industry. These inputs are developed by asset management and workout professionals and approved by senior Credit Administration executives.

- 124 -

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2015 follows (in thousands):



	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Impaired loans	$	12,386	Appraised value, as adjusted	Broker quotes and management's knowledge of industry and collateral.	N/A
Real estate and other repossessed assets	702		Appraised value, as adjusted	Marketability adjustment off appraised value ¹	66% - 86% (78%)


¹	Marketability adjustment includes consideration for estimated costs to sell, which is approximately 10% of fair value.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2014 follows (in thousands):



	Fair Value		Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Impaired loans	$	681	Appraised value, as adjusted	Broker quotes and management's knowledge of industry and collateral.	N/A
Real estate and other repossessed assets	495		Appraised value, as adjusted	Marketability adjustments off appraised value ¹ or limited observable sales with similar development restrictions.	N/A


¹	Marketability adjustment includes consideration for estimated costs to sell, which is approximately 10% of fair value.

- 125 -

Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis as of September 30, 2015 (dollars in thousands):



	Carrying Value			Range of Contractual Yields		Average Re-pricing (in years)	Discount Rate		Estimated Fair Value
Cash and due from banks	$	489,268							$	489,268
Interest-bearing cash and cash equivalents	1,830,105								1,830,105
Trading securities:
U.S. Government agency debentures	42,431								42,431
U.S. agency residential mortgage-backed securities	30,973								30,973
Municipal and other tax-exempt securities	84,261								84,261
Other trading securities	23,466								23,466
Total trading securities	181,131								181,131
Investment securities:
Municipal and other tax-exempt	379,980								384,310
U.S. agency residential mortgage-backed securities	28,653								30,080
Other debt securities	203,751								228,701
Total investment securities	612,384								643,091
Available for sale securities:
U.S. Treasury	1,003								1,003
Municipal and other tax-exempt	57,960								57,960
U.S. agency residential mortgage-backed securities	5,819,127								5,819,127
Privately issued residential mortgage-backed securities	145,682								145,682
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,735,787								2,735,787
Other debt securities	4,150								4,150
Perpetual preferred stock	19,163								19,163
Equity securities and mutual funds	18,217								18,217
Total available for sale securities	8,801,089								8,801,089
Fair value option securities:
U.S. agency residential mortgage-backed securities	427,760								427,760
Other securities	—								—
Total fair value option securities	427,760								427,760
Residential mortgage loans held for sale	357,414								357,414
Loans:
Commercial	9,797,422			0.19% - 30.00%		0.63	0.47% - 4.06%		9,530,437
Commercial real estate	3,235,067			0.38% - 18.00%		0.77	0.92% - 3.60%		3,330,298
Residential mortgage	1,868,995			1.25% - 18.00%		2.34	0.86% - 3.94%		1,906,585
Personal	465,957			0.38% - 21.00%		0.40	0.89% - 3.86%		462,266
Total loans	15,367,441								15,229,586
Allowance for loan losses	(204,116		)						—
Loans, net of allowance	15,163,325								15,229,586
Mortgage servicing rights	200,049								200,049
Derivative instruments with positive fair value, net of cash margin	726,159								726,159
Other assets – private equity funds	24,133								24,133
Deposits with no stated maturity	18,120,912								18,120,912
Time deposits	2,498,531			0.02% - 9.64%		1.75	0.85% - 1.25%		2,500,469
Other borrowed funds	5,253,124			0.25% - 3.34%		0.02	0.07% - 2.66%		5,239,400
Subordinated debentures	226,314			1.01	%	1.63	1.83	%	223,334
Derivative instruments with negative fair value, net of cash margin	636,115								636,115

- 126 -



	Carrying Value			Range of Contractual Yields	Average Re-pricing (in years)	Discount Rate		Estimated Fair Value
Cash and due from banks	$	550,576						$	550,576
Interest-bearing cash and cash equivalents	1,925,266							1,925,266
Trading securities:
U.S. Government agency debentures	85,092							85,092
U.S. agency residential mortgage-backed securities	31,199							31,199
Municipal and other tax-exempt securities	38,951							38,951
Other trading securities	33,458							33,458
Total trading securities	188,700							188,700
Investment securities:
Municipal and other tax-exempt	405,090							408,344
U.S. agency residential mortgage-backed securities	35,750							37,463
Other debt securities	211,520							227,819
Total investment securities	652,360							673,626
Available for sale securities:
U.S. Treasury	1,005							1,005
Municipal and other tax-exempt	63,557							63,557
U.S. agency residential mortgage-backed securities	6,646,884							6,646,884
Privately issued residential mortgage-backed securities	165,957							165,957
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,048,609							2,048,609
Other debt securities	9,212							9,212
Perpetual preferred stock	24,277							24,277
Equity securities and mutual funds	19,444							19,444
Total available for sale securities	8,978,945							8,978,945
Fair value option securities:
U.S. agency residential mortgage-backed securities	311,597							311,597
Other securities	—							—
Total fair value option securities	311,597							311,597
Residential mortgage loans held for sale	304,182							304,182
Loans:
Commercial	9,095,670			0.17% - 30.00%	0.65	0.51% - 4.34%		8,948,870
Commercial real estate	2,728,150			0.38% - 18.00%	0.84	1.09% - 3.78%		2,704,454
Residential mortgage	1,949,512			1.20% - 18.00%	2.50	0.64% - 3.99%		1,985,870
Personal	434,705			0.38% - 21.00%	0.45	1.04% - 3.98%		431,274
Total loans	14,208,037							14,070,468
Allowance for loan losses	(189,056		)					—
Loans, net of allowance	14,018,981							14,070,468
Mortgage servicing rights	171,976							171,976
Derivative instruments with positive fair value, net of cash margin	361,874							361,874
Other assets – private equity funds	25,627							25,627
Deposits with no stated maturity	18,532,143							18,532,143
Time deposits	2,608,716			0.02% - 9.64%	1.92	0.76% - 1.33%		2,612,576
Other borrowed funds	3,378,294			0.21% - 1.52%	0.12	0.06% - 2.64%		3,331,771
Subordinated debentures	347,983			0.92% - 5.00%	1.67	2.14	%	344,687
Derivative instruments with negative fair value, net of cash margin	354,554							354,554

- 127 -



	Carrying Value			Range of Contractual Yields	Average Re-pricing (in years)	Discount Rate		Estimated Fair Value
Cash and due from banks	$	557,658						$	557,658
Interest-bearing cash and cash equivalents	2,007,901							2,007,901
Trading securities:
U.S. Government agency debentures	41,004							41,004
U.S. agency residential mortgage-backed securities	33,226							33,226
Municipal and other tax-exempt securities	76,884							76,884
Other trading securities	18,598							18,598
Total trading securities	169,712							169,712
Investment securities:
Municipal and other tax-exempt	410,595							415,233
U.S. agency residential mortgage-backed securities	38,585							40,259
Other debt securities	205,911							220,953
Total investment securities	655,091							676,445
Available for sale securities:
U.S. Treasury	1,015							1,015
Municipal and other tax-exempt	64,363							64,363
U.S. agency residential mortgage-backed securities	6,850,603							6,850,603
Privately issued residential mortgage-backed securities	171,493							171,493
Commercial mortgage-backed securities guaranteed by U.S. government agencies	2,141,645							2,141,645
Other debt securities	34,291							34,291
Perpetual preferred stock	24,358							24,358
Equity securities and mutual funds	19,118							19,118
Total available for sale securities	9,306,886							9,306,886
Fair value option securities:
U.S. agency residential mortgage-backed securities	175,761							175,761
Other securities	—							—
Total fair value option securities	175,761							175,761
Residential mortgage loans held for sale	373,253							373,253
Loans:
Commercial	8,572,038			0.25% - 30.00%	0.60	0.53% - 4.30%		8,441,120
Commercial real estate	2,724,199			0.38% - 18.00%	0.80	1.13% - 3.66%		2,702,389
Residential mortgage	1,979,663			1.20% - 18.00%	2.42	0.57% - 4.21%		2,009,619
Personal	407,839			0.38% - 21.00%	0.46	1.07% - 3.88%		401,986
Total loans	13,683,739							13,555,114
Allowance for loan losses	(191,244		)					—
Loans, net of allowance	13,492,495							13,555,114
Mortgage servicing rights	173,286							173,286
Derivative instruments with positive fair value, net of cash margin	360,809							360,809
Other assets – private equity funds	27,118							27,118
Deposits with no stated maturity	17,624,476							17,624,476
Time deposits	2,664,580			0.02% - 9.64%	2.02	0.74% - 1.31%		2,670,657
Other borrowed funds	4,595,631			0.21% - 6.68%	0.46	0.07% - 2.62%		4,555,307
Subordinated debentures	347,936			0.92% - 5.00%	2.00	2.17	%	344,764
Derivative instruments with negative fair value, net of cash margin	348,687							348,687

- 128 -

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

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 sheets for cash and short-term instruments approximates those assets’ fair values.

Securities

The fair values of securities are generally based on Significant Other Observable Inputs such as quoted prices for comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities.

Loans

The fair value of loans, excluding 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 which are classified as Significant Unobservable Inputs. The fair values of loans were estimated to approximate their discounted cash flows less loan loss allowances allocated to these loans of $176 million at September 30, 2015 , $161 million at December 31, 2014 and $163 million at September 30, 2014 .

Deposits

The fair values of time deposits are based on discounted cash flow analyses using interest rates currently being offered on similar transactions which are considered Significant Unobservable Inputs. 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 the tables above.

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 which are considered Significant Unobservable Inputs.

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 September 30, 2015 , December 31, 2014 or September 30, 2014 .

Fair Value Election

As more fully disclosed in Note 2 and Note 6 to the Consolidated Financial Statements, the Company has elected to carry all residential mortgage-backed securities which have been designated as economic hedges against changes in the fair value of mortgage servicing rights and all residential mortgage loans originated for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings.

- 129 -

( 12 ) Federal and State Income Taxes

The reconciliations of income (loss) attributable to continuing operations at the U.S. federal statutory tax rate to income tax expense are as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended Sept. 30,
	2015			2014			2015			2014
Amount:
Federal statutory tax	$	38,481		$	38,475		$	120,514		$	120,379
Tax exempt revenue	(2,473		)	(2,164		)	(7,041		)	(6,254		)
Effect of state income taxes, net of federal benefit	2,586			2,328			7,711			7,655
Utilization of tax credits:
Low-income housing tax credit, net of amortization	(1,163		)	(969		)	(2,975		)	(1,801		)
Other tax credits	(521		)	(527		)	(1,564		)	(1,582		)
Bank-owned life insurance	(818		)	(806		)	(2,450		)	(2,358		)
Reduction of tax accrual	(1,967		)	(2,281		)	(1,967		)	(2,281		)
Charitable contributions to BOKF Foundation	(99		)	—			(99		)	(427		)
Other, net	102			(254		)	1,013			711
Total	$	34,128		$	33,802		$	113,142		$	114,042



	Three Months Ended September 30,				Nine Months Ended Sept. 30,
	2015		2014		2015		2014
Percent of pretax income:
Federal statutory tax	35.0	%	35.0	%	35.0	%	35.0	%
Tax exempt revenue	(2.2	)	(2.0	)	(2.0	)	(1.8	)
Effect of state income taxes, net of federal benefit	2.4		2.1		2.2		2.2
Utilization of tax credits:
Low-income housing tax credit, net of amortization	(1.1	)	(0.9	)	(0.9	)	(0.5	)
Other tax credits	(0.5	)	(0.5	)	(0.5	)	(0.5	)
Bank-owned life insurance	(0.7	)	(0.7	)	(0.7	)	(0.7	)
Reduction of tax accrual	(1.8	)	(2.1	)	(0.6	)	(0.7	)
Charitable contributions to BOKF Foundation	(0.1	)	—		—		(0.1	)
Other, net	—		(0.2	)	0.4		0.3
Total	31.0	%	30.7	%	32.9	%	33.2	%

( 13 ) Subsequent Events

The Company evaluated events from the date of the consolidated financial statements on September 30, 2015 through the issuance of those consolidated financial statements included in this Quarterly Report on Form 10-Q. No events were identified requiring recognition in and/or disclosure in the consolidated financial statements.

- 130 -

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

(In Thousands, Except Per Share Data)	Nine Months Ended
	September 30, 2015							September 30, 2014
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
Assets
Interest-bearing cash and cash equivalents	$	2,043,351		$	4,114	0.27	%	$	803,300		$	1,249	0.21	%
Trading securities	149,292			2,216		2.37	%	105,558			1,619		2.63	%
Investment securities
Taxable	237,416			9,788		5.50	%	229,300			9,715		5.65	%
Tax-exempt	391,621			4,557		1.55	%	427,896			5,199		1.62	%
Total investment securities	629,037			14,345		3.04	%	657,196			14,914		3.03	%
Available for sale securities
Taxable	8,952,043			128,933		1.96	%	9,705,731			138,970		1.93	%
Tax-exempt	82,951			2,555		4.26	%	93,788			2,417		3.57	%
Total available for sale securities	9,034,994			131,488		1.98	%	9,799,519			141,387		1.94	%
Fair value option securities	423,432			6,803		2.25	%	170,210			2,558		1.99	%
Restricted equity securities	219,248			9,627		5.85	%	108,432			4,405		5.42	%
Residential mortgage loans held for sale	404,756			10,634		3.52	%	238,936			7,042		3.96	%
Loans ²	14,886,418			400,053		3.59	%	13,245,746			380,538		3.84	%
Allowance for loan losses	(198,755		)					(189,165		)
Loans, net of allowance	14,687,663			400,053		3.64	%	13,056,581			380,538		3.90	%
Total earning assets	27,591,773			579,280		2.82	%	24,939,732			553,712		2.98	%
Receivable on unsettled securities sales	86,095							95,415
Cash and other assets	2,726,562							2,581,780
Total assets	$	30,404,430						$	27,616,927
Liabilities and equity
Interest-bearing deposits:
Transaction	$	10,052,159		$	6,723	0.09	%	$	9,740,231		$	7,429	0.10	%
Savings	375,883			294		0.10	%	344,863			305		0.12	%
Time	2,622,634			27,085		1.38	%	2,644,073			30,748		1.55	%
Total interest-bearing deposits	13,050,676			34,102		0.35	%	12,729,167			38,482		0.40	%
Funds purchased	67,777			44		0.09	%	636,599			327		0.07	%
Repurchase agreements	814,429			214		0.04	%	906,006			474		0.07	%
Other borrowings	3,961,436			9,137		0.31	%	1,560,624			4,305		0.37	%
Subordinated debentures	293,623			4,456		2.03	%	347,869			6,501		2.50	%
Total interest-bearing liabilities	18,187,941			47,953		0.35	%	16,180,265			50,089		0.41	%
Non-interest bearing demand deposits	7,959,336							7,590,672
Due on unsettled securities purchases	148,445							135,954
Other liabilities	731,126							532,768
Total equity	3,377,582							3,177,268
Total liabilities and equity	$	30,404,430						$	27,616,927
Tax-equivalent Net Interest Revenue				$	531,327	2.47	%				$	503,623	2.57	%
Tax-equivalent Net Interest Revenue to Earning Assets						2.59	%						2.71	%
Less tax-equivalent adjustment				9,234							8,093
Net Interest Revenue				522,093							495,530
Provision for credit losses				11,500							—
Other operating revenue				505,738							470,055
Other operating expense				672,006							621,645
Income before taxes				344,325							343,940
Federal and state income taxes				113,142							114,042
Net income				231,183							229,898
Net income attributable to non-controlling interests				2,219							1,781
Net income attributable to BOK Financial Corp. shareholders				$	228,964						$	228,117
Earnings Per Average Common Share Equivalent:
Net income:
Basic				$	3.33						$	3.30
Diluted				$	3.32						$	3.29

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

- 131 -

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

(In Thousands, Except Per Share Data)	Three Months Ended
	September 30, 2015							June 30, 2015
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
Assets
Interest-bearing cash and cash equivalents	$	2,038,611		$	1,442	0.28	%	$	2,002,456		$	1,250	0.25	%
Trading securities	179,098			945		2.70	%	127,391			585		1.85	%
Investment securities
Taxable	233,914			3,211		5.49	%	236,956			3,251		5.49	%
Tax-exempt	382,177			1,468		1.54	%	391,533			1,526		1.56	%
Total investment securities	616,091			4,679		3.04	%	628,489			4,777		3.05	%
Available for sale securities
Taxable	8,862,917			43,473		1.99	%	8,980,312			42,355		1.92	%
Tax-exempt	79,344			796		4.15	%	82,694			838		4.21	%
Total available for sale securities	8,942,261			44,269		2.01	%	9,063,006			43,193		1.94	%
Fair value option securities	429,951			2,480		2.30	%	435,294			2,320		2.17	%
Restricted equity securities	255,610			3,802		5.95	%	221,911			3,228		5.82	%
Residential mortgage loans held for sale	401,359			3,793		3.79	%	464,269			3,892		3.37	%
Loans ²	15,192,311			135,498		3.54	%	14,905,352			135,603		3.65	%
Allowance for loan losses	(202,829		)					(198,400		)
Loans, net of allowance	14,989,482			135,498		3.59	%	14,706,952			135,603		3.70	%
Total earning assets	27,852,463			196,908		2.83	%	27,649,768			194,848		2.84	%
Receivable on unsettled securities sales	64,591							94,374
Cash and other assets	2,852,679							2,719,930
Total assets	$	30,769,733						$	30,464,072
Liabilities and equity
Interest-bearing deposits:
Transaction	$	9,760,839		$	2,061	0.08	%	$	10,063,589		$	2,197	0.09	%
Savings	379,828			97		0.10	%	381,833			103		0.11	%
Time	2,557,874			8,573		1.33	%	2,651,820			8,966		1.36	%
Total interest-bearing deposits	12,698,541			10,731		0.34	%	13,097,242			11,266		0.35	%
Funds purchased	70,281			15		0.08	%	63,312			13		0.08	%
Repurchase agreements	672,085			49		0.03	%	773,977			61		0.03	%
Other borrowings	4,779,981			3,637		0.30	%	4,001,479			3,047		0.31	%
Subordinated debentures	226,296			596		1.04	%	307,903			1,695		2.21	%
Total interest-bearing liabilities	18,447,184			15,028		0.32	%	18,243,913			16,082		0.35	%
Non-interest bearing demand deposits	7,994,607							7,996,717
Due on unsettled securities purchases	90,135							151,369
Other liabilities	838,612							690,604
Total equity	3,399,195							3,381,469
Total liabilities and equity	$	30,769,733						$	30,464,072
Tax-equivalent Net Interest Revenue				$	181,880	2.51	%				$	178,766	2.49	%
Tax-equivalent Net Interest Revenue to Earning Assets						2.61	%						2.61	%
Less tax-equivalent adjustment				3,244							3,035
Net Interest Revenue				178,636							175,731
Provision for credit losses				7,500							4,000
Other operating revenue				163,436							176,285
Other operating expense				224,628							227,113
Income before taxes				109,944							120,903
Federal and state income taxes				34,128							40,630
Net income				75,816							80,273
Net income attributable to non-controlling interests				925							1,043
Net income attributable to BOK Financial Corp. shareholders				$	74,891						$	79,230
Earnings Per Average Common Share Equivalent:
Net income:
Basic				$	1.09						$	1.15
Diluted				$	1.09						$	1.15

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Three Months Ended
March 31, 2015							December 31, 2014							September 30, 2014
Average Balance			Revenue /Expense ¹		Yield / Rate		Average Balance			Revenue / Expense ¹		Yield / Rate		Average Balance			Revenue / Expense ¹		Yield / Rate

$	2,089,546		$	1,422	0.27	%	$	2,090,176		$	1,500	0.28	%	$	1,217,942		$	601	0.20	%
140,968			685		2.55	%	164,502			901		2.48	%	107,909			561		2.67	%

241,458			3,326		5.51	%	244,395			3,468		5.68	%	228,771			3,238		5.66	%
401,367			1,564		1.56	%	406,516			1,586		1.56	%	412,604			1,605		1.56	%
642,825			4,890		3.04	%	650,911			5,054		3.11	%	641,375			4,843		3.03	%

9,014,566			43,105		1.95	%	9,073,467			43,953		1.97	%	9,436,137			45,257		1.94	%
86,899			921		4.40	%	88,434			904		4.23	%	90,590			675		3.14	%
9,101,464			44,026		1.98	%	9,161,901			44,857		1.99	%	9,526,727			45,932		1.95	%
404,775			2,003		2.28	%	221,773			1,053		2.18	%	180,268			913		2.05	%
179,385			2,597		5.79	%	182,737			2,635		5.77	%	142,418			2,133		5.99	%
348,054			2,949		3.41	%	321,746			3,101		3.87	%	310,924			2,929		3.79	%
14,554,582			128,953		3.59	%	13,882,005			130,378		3.73	%	13,518,578			128,695		3.78	%
(194,948		)					(190,787		)					(191,141		)
14,359,634			128,953		3.64	%	13,691,218			130,378		3.78	%	13,327,437			128,695		3.83	%
27,266,651			187,525		2.80	%	26,484,964			189,479		2.86	%	25,455,000			186,607		2.93	%
99,706							69,109							63,277
2,604,347							2,578,124							2,597,280
$	29,970,704						$	29,132,197						$	28,115,557


$	10,338,396		$	2,465	0.10	%	$	9,730,564		$	2,328	0.09	%	$	9,473,575		$	2,381	0.10	%
365,835			94		0.10	%	346,132			96		0.11	%	342,488			101		0.12	%
2,659,323			9,546		1.46	%	2,647,147			9,777		1.47	%	2,610,561			10,237		1.56	%
13,363,554			12,105		0.37	%	12,723,843			12,201		0.38	%	12,426,624			12,719		0.41	%
69,730			16		0.09	%	71,728			14		0.08	%	320,817			59		0.07	%
1,000,839			104		0.04	%	996,308			109		0.04	%	1,027,206			141		0.05	%
3,084,214			2,453		0.32	%	3,021,094			2,443		0.32	%	2,333,961			2,004		0.34	%
348,007			2,165		2.52	%	347,960			2,189		2.50	%	347,914			2,154		2.46	%
17,866,344			16,843		0.38	%	17,160,933			16,956		0.39	%	16,456,522			17,077		0.41	%
7,885,485							7,974,165							7,800,350
205,096							137,566							124,952
662,218							549,388							485,304
3,351,561							3,310,145							3,248,429
$	29,970,704						$	29,132,197						$	28,115,557
			$	170,682	2.42	%				$	172,523	2.47	%				$	169,530	2.52	%
					2.55	%						2.61	%						2.67	%
			2,956							2,859							2,739
			167,726							169,664							166,791
			—							—							—
			166,017							151,903							164,971
			220,265							225,877							221,834
			113,478							95,690							109,928
			38,384							30,109							33,802
			75,094							65,581							76,126
			251							1,263							494
			$	74,843						$	64,318						$	75,632


			$	1.08						$	0.93						$	1.09
			$	1.08						$	0.93						$	1.09

- 133 -

Quarterly Earnings Trends – Unaudited

(In thousands, except share and per share data)



	Three Months Ended
	Sept. 30, 2015			June 30, 2015			March 31, 2015			Dec. 31, 2014			Sept. 30, 2014

Interest revenue	$	193,664		$	191,813		$	184,569		$	186,620		$	183,868
Interest expense	15,028			16,082			16,843			16,956			17,077
Net interest revenue	178,636			175,731			167,726			169,664			166,791
Provision for credit losses	7,500			4,000			—			—			—
Net interest revenue after provision for credit losses	171,136			171,731			167,726			169,664			166,791
Other operating revenue
Brokerage and trading revenue	31,582			36,012			31,707			30,602			35,263
Transaction card revenue	32,514			32,778			31,010			31,467			31,578
Fiduciary and asset management revenue	30,807			32,712			31,469			30,649			29,738
Deposit service charges and fees	23,606			22,328			21,684			22,581			22,508
Mortgage banking revenue	33,170			36,846			39,320			30,105			26,814
Bank-owned life insurance	2,360			2,398			2,198			2,380			2,326
Other revenue	10,618			9,473			8,603			10,071			10,320
Total fees and commissions	164,657			172,547			165,991			157,855			158,547
Gain on other assets, net	1,161			1,457			755			338			1,422
Gain (loss) on derivatives, net	1,283			(1,032		)	911			1,070			(93		)
Gain (loss) on fair value option securities, net	5,926			(8,130		)	2,647			3,685			(332		)
Change in fair value of mortgage servicing rights	(11,757		)	8,010			(8,522		)	(10,821		)	5,281
Gain on available for sale securities, net	2,166			3,433			4,327			149			146
Total other-than-temporary impairment losses	—			—			(781		)	(373		)	—
Portion of loss recognized in other comprehensive income	—			—			689			—			—
Net impairment losses recognized in earnings	—			—			(92		)	(373		)	—
Total other operating revenue	163,436			176,285			166,017			151,903			164,971
Other operating expense
Personnel	129,062			132,695			128,548			125,741			123,043
Business promotion	5,922			7,765			5,748			7,498			6,160
Charitable contributions to BOKF Foundation	796			—			—			1,847			—
Professional fees and services	10,147			9,560			10,059			11,058			14,763
Net occupancy and equipment	18,689			18,927			19,044			22,655			18,892
Insurance	4,864			5,116			4,980			4,777			4,793
Data processing and communications	31,228			31,463			30,620			30,872			29,971
Printing, postage and supplies	3,376			3,553			3,461			3,168			3,380
Net losses (gains) and operating expenses of repossessed assets	267			223			613			(1,497		)	4,966
Amortization of intangible assets	1,089			1,090			1,090			1,100			1,100
Mortgage banking costs	8,587			7,419			9,319			10,553			7,734
Other expense	10,601			9,302			6,783			8,105			7,032
Total other operating expense	224,628			227,113			220,265			225,877			221,834
Net income before taxes	109,944			120,903			113,478			95,690			109,928
Federal and state income taxes	34,128			40,630			38,384			30,109			33,802
Net income	75,816			80,273			75,094			65,581			76,126
Net income attributable to non-controlling interests	925			1,043			251			1,263			494
Net income attributable to BOK Financial Corporation shareholders	$	74,891		$	79,230		$	74,843		$	64,318		$	75,632

Earnings per share:
Basic	$1.09			$1.15			$1.08			$0.93			$1.09
Diluted	$1.09			$1.15			$1.08			$0.93			$1.09
Average shares used in computation:
Basic	67,668,076			68,096,341			68,254,780			68,481,630			68,455,866
Diluted	67,762,483			68,210,353			68,344,886			68,615,808			68,609,765

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PART II. Other Information

Item 1. Legal Proceedings

See discussion of legal proceedings at Note 7 to the Consolidated Financial Statements.

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

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended September 30, 2015 .



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
July 1 to July 31, 2015	6,264	$	70.33	—	1,258,348
August 1 to August 31, 2015	723,000	$	64.44	723,000	535,348
September 1 to September 30, 2015	535,348	$	62.92	535,348	—
Total	1,264,612			1,258,348


¹	On April 24, 2012, the Company’s board of directors authorized the Company to repurchase up to two million shares of the Company’s common stock. As of September 30, 2015 , the Company had repurchased 2,000,000 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. Exhibits


31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements

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

- 135 -

Signatures

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

BOK FINANCIAL CORPORATION

(Registrant)

Date: October 30, 2015

/s/ Steven E. Nell

Steven E. Nell

Executive Vice President and

Chief Financial Officer

/s/ John C. Morrow

John C. Morrow

Senior Vice President and

Chief Accounting Officer

- 136 -

TABLE OF CONTENTS

Part II. Other Information Item 1. Legal Proceedings Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

BOKF 10-Q Quarter ended Sept. 30, 2015