Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note [Abstract]

Shareholders' Equity

(15) Shareholders Equity

Preferred Stock

One billion shares of preferred stock with a par value of $0.00005 per share are authorized. The Series A Preferred Stock has no voting rights except as otherwise provided by Oklahoma corporate law and may be converted into one share of Common Stock for each 36 shares of Series A Preferred Stock at the option of the holder. Dividends are cumulative at an annual rate of ten percent of the $0.06 per share liquidation preference value when declared and are payable in cash. Aggregate liquidation preference is $15 million. No Series A Preferred Stock was outstanding in 2012, 2011 or 2010.

Common Stock

Common stock consists of 2.5 billion authorized shares with a$0.00006 par value. Holders of common shares are entitled to one vote per share at the election of the Board of Directors and on any question arising at any shareholders’ meeting and to receive dividends when and as declared. Additionally, regulations restrict the ability of nationalbanks and bank holding companies to pay dividends.

Subsidiary Bank

The amounts of dividends that BOK Financial’s subsidiary bank can declare and the amounts of loans the subsidiary bank can extend to affiliates are limited by various federal banking regulations and state corporate law. Generally, dividends declared during a calendar year are limited to net profits, as defined, for the year plus retained profits for the preceding two years. The amounts of dividends are further restricted by minimum capital requirements. Based on the most restrictive limitations as well as management’s internal capital policy, at December 31, 2012, BOKF subsidiaries could declare up to $48 million of dividends without regulatory approval. The subsidiary bank declared and paid dividends of $275 million in 2012, $270 million in 2011 and $280 million in 2010.

As defined by banking regulations, loan commitments and equity investments to a single affiliate may not exceed 10% of unimpaired capital and surplus and loan commitments and equity investments to all affiliates may not exceed 20% of unimpaired capital and surplus. All loans to affiliates must be fully secured by eligible collateral. At December 31, 2012, loan commitments and equity investments were limited to $230 million to a single affiliate and $459 million to all affiliates. The largest loan commitment and equity investment to a single affiliate was $220 million and the aggregate loan commitments and equity investments to all affiliates were $330 million. The largest outstanding amount to a single affiliate was $65 million and the total outstanding amounts to all affiliates were $81 million. At December 31, 2011, total loan commitments and equity investments to all affiliates were $323 million. Total outstanding amounts to all affiliates were $50 million.

Regulatory Capital

BOK Financial and the Bank are subject to various capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that could have a material effect on BOK Financial's operations. These capital requirements include quantitative measures of assets, liabilities and certain off-balance sheet items. The capital standards are also subject to qualitative judgments by regulators about components, risk weightings and other factors.

For a banking institution to qualify as well capitalized, Tier I, Total and Leverage capital ratios must be at least 6%, 10% and 5%, respectively. Tier I capital consists primarily of common stockholders' equity, excluding unrealized gains or losses on available for sale securities, less goodwill, core deposit premiums and certain other intangible assets. Total capital consists primarily of Tier I capital plus preferred stock, subordinated debt and allowances for credit losses, subject to certain limitations. The Bank exceeded the regulatory definition of well capitalized as of December 31, 2012 and December 31, 2011.

A summary of regulatory capital levels follows (dollars in thousands):

	As of December 31,
	2012				2011
Total Capital (to Risk Weighted Assets):
Consolidated	$	2,877,949	15.13	%	$	2,851,099	16.49	%
BOKF, NA	2,296,451		12.13		2,329,670		13.53
Tier I Capital (to Risk Weighted Assets):
Consolidated	$	2,430,671	12.78	%	$	2,295,061	13.27	%
BOKF, NA	1,849,769		9.77		1,775,182		10.31
Tier I Capital (to Average Assets):
Consolidated	$	2,430,671	9.01	%	$	2,295,061	9.15	%
BOKF, NA	1,849,769		6.89		1,775,182		7.11

Accumulated Other Comprehensive Income (Loss)

AOCI includes unrealized gains and losses on available for sale ("AFS") securities. Unrealized gain (loss) on AFS securities also includes non-credit related unrealized losses on AFS securities for which an other-than-temporary impairment has been recorded in earnings. AOCI also includes unrealized gains on AFS securities that were transferred from AFS to investment securities in the third quarter of 2011. Such amounts will be amortized over the estimated remaining life of the security as an adjustment to yield, offsetting the related accretion of discount on the transferred securities. Unrealized losses on employee benefit plans will be reclassified into income as pension plan costs are recognized over the remaining service period of plan participants. Accumulated losses on the interest rate lock hedge of the 2005 subordinated debt issuance will be reclassified into income over the ten-year life of the debt. Gains and losses in AOCI are net of deferred income taxes.

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, December 31, 2009	$	6,772		$	—		$	(16,473	)	$	(1,039	)	$	(10,740	)
Net change in unrealized gains (losses)	181,051			—			4,412			—			185,463
Other-than-temporary impairment losses recognized in earnings	27,809			—			—			—			27,809
Reclassification adjustment for net (gains) losses realized and included in earnings	(21,882		)	—			—			264			(21,618		)
Income tax expense (benefit)1	(71,256		)	—			(1,716		)	(103		)	(73,075		)
Balance, December 31, 2010	122,494			—			(13,777		)	(878		)	107,839
Net change in unrealized gains (losses)	45,593			—			1,694			—			47,287
Other-than-temporary impairment losses recognized in earnings	23,507			—			—			—			23,507
Transfer of net unrealized gain from AFS to investment securities	(12,999		)	12,999			—			—			—
Amortization of unrealized gain on investments securities transferred from AFS	—			(1,357		)	—			—			(1,357		)
Reclassification adjustment for net (gains) losses realized and included in earnings	(34,144		)	—			—			304			(33,840		)
Income tax expense (benefit)1	(8,711		)	(4,969		)	(659		)	(118		)	(14,457		)
Balance, December 31, 2011	135,740			6,673			(12,742		)	(692		)	128,979
Net change in unrealized gains (losses)	58,921			—			7,276			—			66,197
Other-than-temporary impairment losses recognized in earnings	7,351			—			—			—			7,351
Amortization of unrealized gain on investments securities transferred from AFS	—			(6,601		)	—			—			(6,601		)
Reclassification adjustment for net(gains) losses realized and included in earnings	(33,845		)	—			—			453			(33,392		)
Income tax benefit (expense)1	(12,614		)	3,006			(2,830		)	(176		)	(12,614		)
Balance, December 31, 2012	$	155,553		$	3,078		$	(8,296	)	$	(415	)	$	149,920

¹  Calculated using 39% effective tax rate.