XML 40 R23.htm IDEA: XBRL DOCUMENT v3.24.0.1
Shareholders' Equity
 12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Shareholders' Equity [Text Block] 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 2023, 2022 or 2021.
 
Common Stock
 
Common stock consists of 2.5 billion authorized shares with a $0.00006 par value. Holders of common shares are entitled to one vote per share at the election of the Board of Directors and on any question arising at any shareholders’ meeting and to receive dividends when and as declared. Additionally, regulations restrict the ability of national banks and bank holding companies to pay dividends.
 
Subsidiary Bank
 
The amounts of dividends that BOK Financial’s subsidiary bank can declare and the amounts of loans the subsidiary bank can extend to affiliates are limited by various federal banking regulations and state corporate law. Generally, dividends declared during a calendar year are limited to net profits, as defined, for the year plus retained profits for the preceding two years. Dividends are further restricted by minimum capital requirements. 

Regulatory Capital

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

A bank falling below the minimum capital requirements, 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. For a banking institution to qualify as well capitalized, Common Equity Tier 1, Tier I, Total and Leverage capital ratios must be at least 6.5%, 8%, 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 subsidiary bank exceeded the regulatory definition of well capitalized as of December 31, 2023 and December 31, 2022.
A summary of regulatory capital minimum requirements and levels follows (dollars in thousands):
Minimum Capital RequirementCapital Conservation BufferMinimum Capital Requirement Including Capital Conservation BufferWell Capitalized Bank RequirementDecember 31, 2023December 31, 2022
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated4.50%2.50%7.00%N/A$4,683,510 12.06 %$4,460,054 11.69 %
BOKF, NA4.50%N/A4.50%6.50%4,370,891 11.37 %4,176,978 11.05 %
Tier I Capital (to Risk Weighted Assets):
Consolidated6.00%2.50%8.50%N/A$4,686,487 12.07 %$4,464,763 11.71 %
BOKF, NA6.00%N/A6.00%8.00%4,370,891 11.37 %4,178,531 11.06 %
Total Capital (to Risk Weighted Assets):
  
Consolidated
8.00%2.50%10.50%N/A$5,110,471 13.16 %$4,830,827 12.67 %
BOKF, NA
8.00%N/A8.00%10.00%4,728,876 12.30 %4,478,559 11.85 %
Leverage (Tier I Capital to Average Assets):
Consolidated4.00%N/A4.00%N/A$4,686,487 9.45 %$4,464,763 9.91 %
BOKF, NA4.00%N/A4.00%5.00%4,370,891 8.86 %4,178,531 9.31 %
Accumulated Other Comprehensive Income (Loss)

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

A rollforward of the components of accumulated other comprehensive income (loss) is included as follows (in thousands):
Unrealized Gain (Loss) on
Available for Sale SecuritiesInvestment Securities Transferred from AFSEmployee Benefit PlansTotal
Balance, December 31, 2020$335,032 $— $836 $335,868 
Net change in unrealized gain (loss)(343,730)— 2,361 (341,369)
Reclassification adjustments included in earnings:
Gain on available for sale securities, net(3,704)— — (3,704)
Other comprehensive income (loss), before income taxes
(347,434)— 2,361 (345,073)
Federal and state income tax(82,177)— 601 (81,576)
Other comprehensive income (loss), net of income taxes(265,257)— 1,760 (263,497)
Balance, December 31, 202169,775 — 2,596 72,371 
Net change in unrealized gain (loss)
(1,227,414)— — (1,227,414)
Transfer of net unrealized loss from AFS to investment securities267,509 (267,509)— — 
Reclassification adjustments included in earnings:
Interest revenue, Investment securities— 42,514 — 42,514 
Operating expense, Personnel— — (3,483)(3,483)
Loss on available for sale securities, net971 — — 971 
Other comprehensive income (loss), before income taxes
(958,934)(224,995)(3,483)(1,187,412)
Federal and state income tax(224,541)(52,658)(887)(278,086)
Other comprehensive income (loss), net of income taxes(734,393)(172,337)(2,596)(909,326)
Balance, December 31, 2022(664,618)(172,337)— (836,955)
Net change in unrealized gain (loss)
218,293 — — 218,293 
Reclassification adjustments included in earnings:
Interest revenue, Investment securities— 60,394 — 60,394 
Loss on available for sale securities, net30,636 — — 30,636 
Other comprehensive income (loss), before income taxes
248,929 60,394 — 309,323 
Federal and state income tax57,523 13,945 — 71,468 
Other comprehensive income (loss), net of income taxes191,406 46,449 — 237,855 
Balance, December 31, 2023$(473,212)$(125,888)$— $(599,100)