Edgar Filing: BOK FINANCIAL CORP ET AL

BOKF-2014.12.31-11K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission File No. 0-19341

A. Full title of the plan and the address of the plan:

BOK FINANCIAL 401(k) PLAN

Second Street at Boston Avenue

Tulsa, Oklahoma 74192

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

BOK FINANCIAL CORPORATION

Second Street at Boston Avenue

Tulsa, Oklahoma 74192

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

BOK FINANCIAL 401(K) ADMINISTRATIVE
COMMITTEE

/s/ Steve D. Grossi

Steve D. Grossi

BOKF Financial 401(k) Administrative Committee

/s/ John C. Morrow

John C. Morrow

BOKF Financial 401(k) Administrative Committee

CONTENTS





Report of Independent Registered Public Accounting Firm	1

Statements of Net Assets Available for Benefits	2

Statement of Changes in Net Assets Available for Benefits	3

Notes to Financial Statements	4

Supplemental Schedule:

Form 5500 Schedule H; Line 4i – Schedule of Assets (Held at End of Year)	13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator

BOK Financial 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of BOK Financial 401(k) Plan (the Plan) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan has determined it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ HoganTaylor LLP

Tulsa, Oklahoma

June 17, 2015

BOK FINANCIAL 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS



	December 31,
	2014		2013
Assets
Cash, non-interest bearing	$	1,599,728	$	1,611,545
Investments, at fair value (See Note 3)	425,048,213		397,749,877
Receivables:
Employer contributions	608,051		661,969
Notes from participants	11,426,303		10,340,723
Due from brokers	206,949		162,408
Interest and dividends	64,266		78,502
Total receivables	12,305,569		11,243,602
Total assets	$	438,953,510	$	410,605,024

Liabilities
Due to brokers	$	2,022,164	$	1,731,866
Net assets available for benefits	$	436,931,346	$	408,873,158

See accompanying notes to financial statements.

BOK FINANCIAL 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2014



Additions to net assets:

Investment income:
Net appreciation in fair value of investments	$	15,751,790
Interest and dividends	3,077,257
Total investment income	18,829,047

Interest income on notes receivable from participants	329,456

Contributions:
Participants	24,459,645
Employer	17,850,940
Rollovers	4,258,623
Total contributions	46,569,208

Total additions	65,727,711

Deductions from net assets:
Benefit payments	37,613,041
Administrative expenses	56,482
Total deductions	37,669,523

Net increase	28,058,188

Net assets available for benefits:
Beginning of year	408,873,158
End of year	$	436,931,346

See accompanying notes to financial statements.

BOK FINANCIAL 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

Note 1 – Description of Plan

The following description of the BOK Financial 401(k) Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description or the Plan Document for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan covering all eligible employees of BOK Financial Corporation (BOKF) and its subsidiaries and affiliates (collectively, the Employer or Company). An eligible employee may enter the Plan on the first day of the month following the date the employee has completed one full month of service. All newly eligible employees are automatically enrolled in the Plan at a 3% contribution rate unless the employee designates on the enrollment form not to participate or to participate at another allowable contribution rate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

BOKF, NA (Plan Administrator), a subsidiary of BOKF, holds and manages the assets of the Plan, maintains participant account records and makes distributions to Plan participants. The Plan's investments are held by a bank-administered trust fund at BOKF, NA. The Investment Committee determines the appropriateness of the Plan's investment offerings and monitors investment performance.

The Plan was amended as of May 1, 2014 when BOKF, NA acquired MBM Advisors, Inc. This amendment allowed participation in the Plan as a participating employer. Prior service was credited for eligibility, vesting, and matching. The MBM Advisors Plan was terminated and all employees were provided the option to rollover account balances and outstanding loans into the BOK Financial 401(k) Plan. An aggregate of $372,506 was rolled into the Plan during the year ended December 31, 2014.

Contributions

Participants may elect to contribute a percentage of their compensation up to the maximum allowable by federal regulation on a pre-tax basis pursuant to a salary reduction agreement filed with the Plan Administrator. Participants may also make Roth 401(k) contributions to the Plan; however the combination of pre-tax and Roth contributions were limited to $17,500 for 2014. In addition, participants may make after-tax contributions, which shall not exceed 6% of each participant's compensation and were limited to $15,600 for 2014.

Participants who attained age 50 on or before December 31, 2014, were allowed to make pre-tax catch-up contributions up to an additional $5,500 in 2014.

Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover contributions). Participants direct the investment of their contributions into various investment options offered by the Plan.

Participants may elect investment in any of 11 registered investment companies, the BOKF, NA Managed Allocation Portfolios (MAP) Target Funds which are collective investment funds, the BOKF, NA International Strategic Allocation Fund, which is a collective investment fund, BOKF Common Stock Fund and Cavanal Hill Cash Management Fund. Participants may also elect a self-directed option that allows them to invest in a variety of marketable securities in accordance with the plan document.

The Employer makes a matching contribution to the Plan in either cash or in shares of BOKF Common Stock. In 2014, the entire matching contribution of $17,245,940 was made in cash.

For each dollar of a participant's contribution, up to 6% of compensation per pay period, based on the participant's years of service, the Employer makes a matching contribution that increases as follows:



Years of Service		Matching Percentage
One to three years		50%
Four to nine years		100%
Ten to fourteen years		150%
Fifteen or more years		200%

Matching contributions for the 2014 plan year were limited to a maximum of $31,200 based on the participant's years of service and the Internal Revenue Code annual compensation limit.

The Company also makes a special contribution (Qualified Non-Elective Contribution) for participants making less than $40,000. This special contribution ranges from $250 to $750 based on compensation levels. The aggregate special contribution for the 2014 plan year was $605,000.

The Employer may, at its sole discretion, make an additional discretionary contribution to the Plan. There was no discretionary contribution in 2014.

Participant accounts

Each participant's account is credited with the participant's contributions and Company matching contributions, as well as allocations of the Plan earnings. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Vesting

Participants vest in Employer matching contributions based upon years of service, as defined by the Plan. Participants are 100% vested upon completion of five years of service and are immediately vested in their deferred (pre-tax), Roth 401(k), after-tax contributions, and the actual earnings thereon.

Notes receivable from participants

Participants may borrow against their accounts in amounts of not less than $1,000 and not to exceed the lesser of 50% of the participant's vested account balance or $50,000, reduced by the excess of the participant's highest outstanding loan balance during the previous 12-month period. Loans will bear interest based on the current banking prime rate when the loan is requested and may not exceed a five-year term, unless the proceeds are used to acquire the primary residence of the participant, in which case the maximum term is 25 years. Repayment is made by payroll withholdings, and the maximum number of loans a participant may have outstanding at one time is two. The loans are secured by the balance in the participant's account. Interest rates are based on the Chase prime rate and ranged from 3.25% to 10.50% at December 31, 2014. If a participant terminates employment with the Company, the outstanding loan balance is due and payable immediately. If the loan is not repaid in full upon termination, the balance will be treated as a distribution to the participant.

Payment of benefits

A participant, who terminates employment with a vested account balance of less than $1,000, including rollover contributions, will receive a lump-sum payment. If the participant's vested balance exceeds $1,000, but is less than $5,000 (including rollover contributions), and the participant has not elected to receive a lump-sum payment directly,

transfer to another eligible retirement plan or a direct rollover, the Plan will place the distribution into a direct rollover to an individual retirement account designated by the Plan Administrator. Balances over $5,000 are not distributed without the participant's consent.

Forfeitures

At December 31, 2014 no investments at fair value in the statements of net assets available for benefits represented unallocated forfeitures. At December 31, 2013, $556 of investments at fair value in the statements of net assets available for benefits represented unallocated forfeitures. Such amounts are invested in the Cavanal Hill Cash Management Fund. These accounts are first used to pay for administrative expenses and any remaining amounts are used to reduce future employer matching contributions. The Employer paid all such eligible administrative expenses in 2014; therefore, forfeited nonvested account balances of $176,871 were used to reduce employer matching contributions.

Plan termination

Although it has not expressed any intent to do so, the Employer reserves the right to discontinue or to amend the Plan, in whole or in part, from time-to-time, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

Note 2 – Summary of Significant Accounting Policies

Basis of accounting

The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Benefit payments are recorded when paid.

Administrative expenses

The participants pay loan origination fees and fees related to self-directed common stocks, bonds and registered investment companies. The Employer voluntarily pays all other administrative expenses, which were $856,234 in 2014. The Company will not seek reimbursement from the Plan for the payment of these expenses. Certain administrative functions are performed by officers and employees of the Company. No officer or employee receives compensation from the Plan for these services.

Notes receivable from participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when incurred. No allowances for credit losses were recorded at December 31, 2014 or 2013. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.

Investment valuation and income recognition

Investments are reported at fair value. Fair value is the price that would be received to sell the investment in an orderly transaction between market participants at the measurement date. The Plan's Investment Committee determines the Plan's valuation policies utilizing information provided by the investment advisers, custodians and insurance company. See Note 3 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recently issued accounting pronouncements

FASB Accounting Standards Update No. 2015-07, Fair Value Measurements ("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. For the BOKF Financial 401(k) Plan, the ASU is effective beginning January 1, 2015 and should be applied retrospectively to all periods presented. Early adoption is permitted. Adoption of ASU 2015-07 is not expected to have a material impact to the BOK Financial 401(k) Plan financial statements.

Note 3 – Investments

Investments representing 5% or more of the Plan's net assets

The following presents investments at fair value that represent 5% or more of the Plan's net assets available for benefits:



	December 31,
	2014		2013
Dodge and Cox Stock Fund	$	46,584,009	$	41,850,045
Vanguard Institutional Index	43,335,549		34,799,251
Cavanal Hill Cash Management Fund	38,363,210		41,251,822
Neuberger and Berman Genesis Trust Fund	35,708,487		38,965,759
BOKF Common Stock Fund	34,463,587		38,896,250
BOKF, NA Managed Allocation Portfolio (MAP) 2030 Fund	27,816,709		22,978,967
Investments that represent less than 5% in 2014 and 2013	198,776,662		179,007,783
Total investments	$	425,048,213	$	397,749,877

During 2014, the Plan's investments (including investments purchased and sold, as well as held during the year) appreciated (depreciated) in fair value as follows:



BOKF Common Stock Fund	$	(2,740,197	)
Registered investment companies	15,271,239
Collective investment trusts	3,835,706
Self-directed common stocks	(712,328		)
Self-directed registered investment companies	111,935
Self-directed bonds	(14,565		)
	$	15,751,790

Participants should refer to the fund prospectus or other investment document for information on a fund's investment risk, objective, fees and expenses.

Fair value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The three levels of valuation hierarchy are described below:

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets and liabilities in active markets that the Plan has the ability to access.

Level 2 – Inputs to the valuation methodology include


•	quoted prices for similar 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 for the asset or liability;


•	inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value by the Plan. There have been no changes in the methodologies used at December 31, 2014 and 2013. There were no transfers into or out of Level 1 or Level 2 for the year ended December 31, 2014. The Plan had no Level 3 measurements during the year ended December 31, 2014.

BOKF common stock and common stock self-directed brokerage accounts: Valued at the closing price reported on the active market on which the individual securities are traded. A 30-day reinvestment restriction has been established for the BOKF Stock Fund.

Money market fund and other registered investment companies including self-directed brokerage accounts in mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.

Collective investment trusts: Valued at the NAV of shares held by the Plan at year end. The NAV is provided by the collective investment trusts' trustee, which is BOKF, NA, and is derived from market quotes for identical assets. The fair value of the investment in the common collective trust fund is provided to the Plan by the trustee daily. The trustee determines the NAV per share by dividing the total fair value of the accounts by the number of the shares outstanding. The shares of these accounts may be purchased from the trustee or sold to the trustee daily at the published NAV. There are no restrictions or notice requirements for participant transactions similar to an open end mutual fund. Restrictions and notice requirements apply in situations where the Plan desires to liquidate all the shares held in an account. The Plan makes no funding commitments to the common collective trust fund.

The following table presents information about the Plan's assets measured at fair value on a recurring basis:



	December 31, 2014
	Level 1		Level 2		Level 3		Total
Money market fund	$	38,363,210	$	—	$	—	$	38,363,210
BOKF common stock fund	34,463,587		—		—		34,463,587
Registered investment companies:
Balanced funds	16,481,310		—		—		16,481,310
Growth funds	53,960,827		—		—		53,960,827
Value funds	97,157,836		—		—		97,157,836
Index funds	56,722,889		—		—		56,722,889
Fixed income funds	23,273,351		—		—		23,273,351
Collective trusts:
Balanced funds	—		94,869,949		—		94,869,949
Other self-directed brokerage accounts	8,761,593		993,661		—		9,755,254
Total	$	329,184,603	$	95,863,610	$	—	$	425,048,213



	December 31, 2013
	Level 1		Level 2		Level 3		Total
Money market fund	$	41,251,822	$	—	$	—	$	41,251,822
BOKF common stock fund	38,896,250		—		—		38,896,250
Registered investment companies:
Balanced funds	13,388,311		—		—		13,388,311
Growth funds	48,460,728		—		—		48,460,728
Value funds	92,977,419		—		—		92,977,419
Index funds	44,802,042		—		—		44,802,042
Fixed income funds	23,016,425		—		—		23,016,425
Collective trusts:
Balanced funds	—		86,850,888		—		86,850,888
Other self-directed brokerage accounts	7,915,037		190,955		—		8,105,992
Total	$	310,708,034	$	87,041,843	$	—	$	397,749,877

Note 4 – Income Tax Status

The Plan has received a prototype opinion letter from the IRS dated March 31, 2008, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this opinion letter by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2011.

The portion of a participant's compensation contributed to the Plan as a pre-tax contribution and the Employers' matching contribution are generally not subject to federal income tax when such contributions are credited to participant accounts. These amounts and any investment earnings may be included in the participant's gross taxable income for the year in which such amounts are withdrawn from the Plan.

Note 5 – Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.

Note 6 – Related Parties

The Plan holds investments in funds that are part of the Cavanal Hill mutual fund family. Cavanal Hill Investment Management, Inc., a wholly owned subsidiary of BOKF, NA, is the administrator to and investment advisor for the Cavanal Hill Funds, a diversified, open-ended investment company established as a business trust under the Investment Company Act of 1940. BOKF, NA is custodian of investments owned by the Cavanal Hill Funds and BOSC, Inc., a wholly owned subsidiary of BOKF, is distributor of the Funds. A BOKF, NA executive officer serves on the Cavanal Hill Funds' board of trustees and BOKF, NA officers serve as president and secretary of the Cavanal Hill Funds. A majority of the members of the Cavanal Hill Funds' board of trustees are; however, independent of BOKF, NA and the Cavanal Hill Funds are managed by its board of trustees. Participants should refer to the Cavanal Hill Funds prospectus for additional information.

A portion of the Plan's assets are invested in BOKF stock. Since BOKF is the Plan Sponsor, investments involving BOKF stock qualify as party-in-interest transactions. The Plan is authorized to include BOKF, NA MAP Target Funds as investment options. The MAP Funds include seven different managed funds designed to meet different risk tolerances and years to retirement. The portfolios are comprised of different asset classes, capitalizations and investment styles. The Plan also is authorized to include the BOKF, NA Strategic Allocation Fund (SAF) as an international investment option. Cavanal Hill serves as investment advisor and BOKF, NA serves as custodian and administrator to the MAP Target Funds and SAF.

All the above transactions are exempt from prohibited transactions rules.

Note 7 – Subsequent Events

The Plan Administrator has evaluated subsequent events that have occurred after December 31, 2014 through the issuance of the financial statements.

Effective January 1, 2015, the Plan was amended to allow participants to become eligible for employer matching six months after initial employment. There were no other events identified requiring recognition or disclosure in the financial statements.

SUPPLEMENTAL SCHEDULE

BOK FINANCIAL 401(k) PLAN

FORM 5500 SCHEDULE H; LINE 4i – SCHEDULE OF ASSETS

(Held at End of Year)

EIN: 73-0780382

Plan#:002

December 31, 2014



(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investments, Including Maturity Date, Rate of Interest, or Maturity Value	(e) Current Value

*	BOK Financial Corporation	BOKF Common Stock Fund	$	34,463,587
*	Cavanal Hill Funds	Cash Management Fund	38,363,210
		Large Cap Equity I	4,140,079
	American	Balanced Fund	16,481,310
	American Beacon	Small Cap Value Fund	3,276,963
	Neuberger and Berman	Genesis Trust Fund	35,708,487
	Dodge and Cox	Stock Fund	46,584,009
	Vanguard	Institutional Index	43,335,549
		Micap Index	13,387,340
		Short Term Index	2,405,571
	Columbia	Midcap Value Z Fund	11,588,377
	T Rowe Price	New Horizons	20,628,055
	JP Morgan	Large Cap Growth Fund	19,748,492
	Metropolitan West	Total Return	18,180,414
*	BOKF, NA Managed Allocation Portfolio (MAP)	MAP 2010 Fund	3,750,185
		MAP 2020 Fund	17,354,860
		MAP 2030 Fund	27,816,709
		MAP 2040 Fund	17,905,849
		MAP 2050 Fund	9,699,110
		MAP 2060 Fund	2,139,841
		MAP Conservative	1,420,899
	Morgan Stanley	MSIF Midcap Growth Fund	4,292,629
*	BOKF, NA Strategic Allocation Fund (SAF)	International Strategic Allocation Fund	14,782,496
	Self-directed common stocks, bonds and registered investment companies	Common stocks, bonds and registered investment companies	17,594,192
*	Notes receivable from participants	Loans to participants with interest rates ranging from 3.25% to 10.50% with various maturities	11,426,303
			$	436,474,516

*Indicates Party-in-interest to the Plan.

Column (d) is not applicable as all investments are participant directed.