BOK Financial (BOKF) CORRESP Correspondence with SEC

August 30, 2016

Via EDGAR

Mr. Gus Rodriguez

Accounting Branch Chief

US Securities and Exchange Commission

Division of Corporate Finance

Office of Financial Services

100 F Street, NE

Washington, DC 20549

RE:     BOK Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 29, 2016

Form 10-Q for Fiscal Quarter Ended June 30, 2016

Filed July 29, 2016

File No. 001-37811

Dear Mr. Rodriguez:

This letter is submitted by BOK Financial Corporation ("the Company" or "BOK Financial) in response to the comments received from the Securities and Exchange Commission staff letter dated August 17, 2016 regarding the Company's filings referenced above. Additions to our previous disclosures are underlined to facilitate your review. We appreciate the staff's efforts to assist us in our compliance with applicable disclosure requirements and to enhance disclosure in our filings.

Form 10-Q for Fiscal Quarter Ended June 30, 2016

Note (4) Loans and Allowances for Credit Losses

Credit Quality Indicators, page 78

1. We note the disclosed increases in the levels of classified and criticized asset levels during the first six months of 2016. In order to give the reader an improved understanding of the trends within your lending portfolio and the potential impacts of increases to specific loan categories, please consider expanding your disclosures, in future filings, to disclose the levels of "special mention," "substandard" and "doubtful" loans by loan type for each period presented. Further, indicate, in future filings, whether all criticized loans identified in the risk grading process are considered potential problem loans and whether all such loans are included within your current and potentially revised disclosures.

The Company will revise future filings to breakout special mention loans from our performing loan category and clarify that our potential problem loan category consists of accruing substandard loans. In addition, we will clarify in Management's Discussion and Analysis that only accruing substandard loans meet the definition of potential problem loans. We have considered separate disclosure of loans classified as "doubtful" and do not believe that disclosure provides any meaningful information. All loans classified as doubtful are included in the nonaccrual disclosure. They are considered impaired and subject to specific allowance measurement as disclosed in our accounting policy footnote.

We propose the following revisions to our Credit Quality Indicators disclosure in Note 4 to the consolidated financial statements:

Loans are considered to be performing if they are in compliance with the original terms of the agreement and currently exhibit no factors that cause management to have doubts about the borrowers' ability to remain in compliance with the original terms of the agreement, which is consistent with the regulatory guideline of “pass.” Performing also includes loans considered to be “other loans especially mentioned” by regulatory guidelines. Performing loans also include past due residential mortgage loans that are guaranteed by agencies of the U.S. government that continue to accrue interest based on criteria of the guarantors' programs. Other loans especially mentioned are in compliance with the original terms of the agreement, but may have a potential weakness that deserves management’s close attention, consistent with regulatory guidelines. 

The risk grading process identified certain criticized loans as potential problem loans. These loansthat 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.

The following table summarizes the Company’s loan portfolio at June 30, 2016 by the risk grade categories (in thousands): 

	Internally Risk Graded								Non-Graded
	Performing		Other Loans Especially Mentioned		Accruing Substandard		Nonaccrual		Performing		Nonaccrual		Total
Commercial:
Energy	$	2,031,955	$	197,531	$	421,025	$	168,145	$	—	$	—	$	2,818,656
Services	2,805,307		6,253		9,916		9,388		—		—		2,830,864
Wholesale/retail	1,478,966		24,595		26,624		2,772		—		—		1,532,957
Manufacturing	556,741		18,757		19,612		293		—		—		595,403
Healthcare	2,011,934		29,420		8,917		875		—		—		2,051,146
Other commercial and industrial	478,169		24,053		—		453		24,673		63		527,411
Total commercial	9,363,072		300,609		486,094		181,926		24,673		63		10,356,437
Commercial real estate:
Residential construction and land development	152,343		—		972		4,261		—		—		157,576
Retail	787,779		5,962		413		1,265		—		—		795,419
Office	767,296		906		304		606		—		—		769,112
Multifamily	781,058		—		6,077		65		—		—		787,200
Industrial	645,510		—		—		76		—		—		645,586
Other commercial real estate	425,558		—		8		1,507		—		—		427,073
Total commercial real estate	3,559,544		6,868		7,774		7,780		—		—		3,581,966
Residential mortgage:
Permanent mortgage	194,962		1,197		3,406		2,955		742,214		24,273		969,007
Permanent mortgages guaranteed by U.S. government agencies	—		—		—		—		172,991		19,741		192,732
Home equity	—		—		—		—		709,092		10,092		719,184
Total residential mortgage	194,962		1,197		3,406		2,955		1,624,297		54,106		1,880,923
Personal	496,534		—		3,590		116		86,945		238		587,423
Total	$	13,614,112	$	308,674	$	500,864	$	192,777	$	1,735,915	$	54,407	$	16,406,749

Nonaccrual and Past Due Loans, page 95

2. Please revise your disclosures, in future filings, to breakout the "30-89" day category into the "30-59" days and "60-89" day categories.

The Company will provide a breakout of the "30-89" day category into the "30-59" days and "60-89" day categories in future filings. Following is our proposed disclosure as of June 30, 2016:

A summary of loans currently performing, loans past due and accruing and nonaccrual loans as of June 30, 2016 is as follows (in thousands):

			Past Due
	Current		30 to 59 Days		60 to 89 Days		90 Days or More		Nonaccrual		Total
Commercial:
Energy	$	2,647,678	$	—	$	—	$	2,833	$	168,145	$	2,818,656
Services	2,817,217		494		3,765		—		9,388		2,830,864
Wholesale/retail	1,530,110		75		—		—		2,772		1,532,957
Manufacturing	595,110		—		—		—		293		595,403
Healthcare	2,050,271		—		—		—		875		2,051,146
Other commercial and industrial	526,691		76		82		46		516		527,411
Total commercial	10,167,077		645		3,847		2,879		181,989		10,356,437
Commercial real estate:
Residential construction and land development	153,315		—		—		—		4,261		157,576
Retail	794,154		—		—		—		1,265		795,419
Office	768,506		—		—		—		606		769,112
Multifamily	784,826		2,309		—		—		65		787,200
Industrial	645,510		—		—		—		76		645,586
Other real estate loans	425,566		—		—		—		1,507		427,073
Total commercial real estate	3,571,877		2,309		—		—		7,780		3,581,966
Residential mortgage:
Permanent mortgage	935,857		5,798		124		—		27,228		969,007
Permanent mortgages guaranteed by U.S. government agencies	42,019		15,349		11,869		103,754		19,741		192,732
Home equity	707,024		1,889		159		20		10,092		719,184
Total residential mortgage	1,684,900		23,036		12,152		103,774		57,061		1,880,923
Personal	586,611		400		58		—		354		587,423
Total	$	16,010,465	$	26,390	$	16,057	$	106,653	$	247,184	$	16,406,749

We acknowledge that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

BOK Financial Corporation

/s/ Steven E. Nell

Steven E. Nell

Executive Vice President and

Chief Financial Officer

cc: John Morrow, BOK Financial Corporation

Tamara Wagman, Dorwart Lawyers

Ernst & Young, LLP