__________________________________________________________________
As filed with the Securities and Exchange Commission on June 25, 2002
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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, 2002
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A. Full title of the plan and the
address of the plan:
BOK FINANCIAL THRIFT PLAN FOR SALARIED EMPLOYEES
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
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B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
BOK Financial Thrift Plan for Salaried Employees
As of December 31, 2002 and 2001, and for the Year Ended December 31, 2002
BOK Financial Thrift Plan for Salaried Employees
Financial Statements
and Supplemental Schedule
As of December 31, 2002 and 2001,
and for the Year Ended December 31, 2002
Contents
Report of Independent Auditors..........................................1
Audited Financial Statements
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
Schedule H; Line 4i--Schedule of Assets (Held at End of Year)...........10
1
Report of Independent Auditors
The Plan Administrative Committee
BOK Financial Thrift Plan for Salaried Employees
We have audited the accompanying statements of net assets available for benefits
of the BOK Financial Thrift Plan for Salaried Employees as of December 31, 2002
and 2001, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2002. 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 auditing standards generally accepted
in the 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. An audit 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 at
December 31, 2002 and 2001, and the changes in its net assets available for
benefits for the year ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2002, is presented for purposes of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/S/ Ernst & Young LLP
May 12, 2003
2
BOK Financial Thrift Plan for Salaried Employees
Statements of Net Assets Available for Benefits
December 31
2002 2001
----------------------------
Assets
Investments:
BOKF Common Stock $ 14,066,002 $ 13,222,662
American Performance Funds:
Growth Equity Fund 2,023,730 2,289,049
Equity Fund 4,437,892 6,378,548
Cash Management Fund 6,709,467 5,976,425
Intermediate Bond Fund 6,940,638 6,120,410
SEI Funds:
S&P 500 Index Fund - 17,537,270
Stable Asset Fund 8,932,520 7,796,272
Equity Income Fund - 3,387,829
American Advantage Funds:
International Equity Fund 1,490,287 1,570,750
AIM Balanced Fund 1,246,268 1,292,479
Neuberger and Berman Genesis Trust Fund 8,983,305 7,637,040
Dodge and Cox Stock Fund 4,461,154 -
Vanguard Institutional Index 13,830,288 -
Self-directed common stocks 174,484 127,647
Self-directed registered investment companies 588,415 30,268
Participant loans 3,215,786 2,755,602
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Total investments 77,100,236 76,122,251
Cash 477,407 407,269
Accrued interest receivable 81,327 88,867
Due from broker 7,215 26,284
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Total assets 77,666,185 76,644,671
Liabilities
Due to broker 450,871 380,001
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Net assets available for benefits $ 77,215,314 $ 76,264,670
============================
See accompanying notes.
3
BOK Financial Thrift Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
Net Additions
Investment income (loss):
Interest and dividends $ 1,506,784
Net depreciation in fair value of investments (7,451,202)
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(5,944,418)
Contributions:
Participant 7,169,160
Employer 2,815,254
Rollovers 704,586
------------------
------------------
10,689,000
Total net additions 4,744,582
Deductions
Benefits paid to participants 3,791,257
Administrative expenses 2,681
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------------------
3,793,938
Net increase 950,644
Net assets available for benefits at beginning of year 76,264,670
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Net assets available for benefits at end of year $ 77,215,314
==================
See accompanying notes.
4
BOK Financial Thrift Plan for Salaried Employees
Notes to Financial Statements
December 31, 2002
1. Description of Plan
The following description of the BOK Financial Thrift Plan for Salaried
Employees (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 401(k) defined contribution plan covering all salaried employees
of BOK Financial Corporation (BOKF) and its subsidiaries and affiliates
(collectively, the Employer or Company) who have attained age 21 and who have
completed at least one year of service (equivalent to 1,000 hours). The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Participants may elect to contribute up to 25 percent of their compensation (as
defined by the Plan) on a pre-tax basis pursuant to a salary reduction agreement
filed with the Plan administrator. In addition, participants may make after-tax
contributions which shall not exceed 5 percent of each participant's
compensation. Participants may elect investment in any of 10 mutual funds,
self-directed common stocks or registered investment companies, and BOKF Common
Stock.
The Employer contributes a matching contribution to the plan. The matching
contribution may be made in cash or in shares of BOKF Common Stock. In 2002, the
entire matching contribution of $2,815,254 was made in cash.
For 2002, the Employer matching contribution ranged from $.40 to $1.00 for each
dollar of the participant's contributions, up to five percent of compensation,
based on each participant's years of service as follows:
Years of Service Matching Percentage
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Less than four years 40%
At least four, but less than ten years 60%
At least ten, but less than fifteen years 80%
Fifteen or more years 100%
5
1. Description of Plan (continued)
The Employer may, at its sole discretion, make an additional discretionary
contribution to the Plan. There was no discretionary contribution in 2002.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Employer's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as defined by
the Plan. 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 percent vested upon
completion of five years of service and are immediately vested in their deferred
(pre-tax) contributions, after-tax contributions, and the actual earnings
thereon.
Loans
Participants may borrow against their accounts in amounts of not less than
$1,000 and not to exceed the lesser of $50,000 or 50 percent of the
participant's vested account balance. Loans will bear interest based on the
current banking prime rate and may not exceed a five-year term, unless it is
used to acquire the primary residence of the participant, in which case the
maximum term may be 25 years. The loans are secured by the balances in the
participant's account. Interest rates range from 4.25 percent to 13.00 percent.
Repayment is made by payroll withholdings.
Payment of Benefits
A participant who terminates employment with a vested account balance of less
than $5,000 excluding rollover contributions will receive a lump-sum payment. If
the participant has a vested balance which exceeds $5,000 excluding rollover
contributions, the Plan will make a distribution only with the consent of the
participant at any time prior to the earlier of the participant's 65th birthday
or death. In lieu of a lump-sum payment, a participant who terminates employment
after his or her 65th birthday or after attaining age 60 and completing 10 years
of service, shall be entitled to elect monthly, quarterly,
6
1. Description of Plan (continued)
semiannual, or annual installment payments to be paid over a period not to
exceed 10 years from the benefit commencement date. The installments may be
accelerated at the direction of the participant.
Forfeitures
Forfeited balances of terminated participants' nonvested accounts are utilized
to pay administrative costs or to reduce future Employer contributions. During
2002, forfeitures of $20,251 were used to reduce Employer matching
contributions.
Plan Termination
The Employer expects to continue the Plan indefinitely. However, the Employer
reserves the right to discontinue the Plan or to amend the Plan, in whole or in
part, from time-to-time. In the event of Plan termination, participants will
become 100 percent vested in their accounts.
Reclassifications
Certain reclassifications have been made to the prior year amounts to conform to
the current year presentation.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at published market prices,
which represent the net asset value of shares held by the Plan at year-end. The
BOKF Common Stock is valued at the quoted market price. Participant loans
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Dividend
income is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis.
7
2. Summary of Significant Accounting Policies (continued)
Administrative Expenses
The Employer pays all administrative expenses except for loan origination fees
and fees related to self-directed common stocks and registered investment
companies, which are paid by the participants.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. Investments
The Plan's investments are held by a bank-administered trust fund at Bank of
Oklahoma, N.A. Trust Division (the Trustee). During 2002, the Plan's investments
(including investments purchased and sold, as well as held during the year)
appreciated (depreciated) in fair value as determined by quoted market prices
for BOKF Common Stock and published market prices for registered investment
companies as follows:
Net Appreciation
(Depreciation) in
Fair Value
of Investments
--------------------
BOKF Common Stock $ 711,201
Registered investment companies (7,983,532)
Self-directed common stocks (75,919)
Self-directed registered investment companies (102,952)
--------------------
$ (7,451,202)
====================
The fair values of individual investments that represent five percent or more of
the Plan's net assets are separately identified in the financial statements.
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated April 1, 2002, 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 issuance of the determination letter, 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 is qualified and the related trust is tax
exempt.
8
5. Reconciliation of Financial Statements to the Form 5500
The following reconciles net assets available for benefits per the financial
statements to the Form 5500:
December 31
2002 2001
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Net assets available for benefits per the
financial statements $ 77,215,314 $ 76,264,670
Benefits payable to participants 8,755 -
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Net assets available for benefits per the Form
5500 $ 77,206,559 $ 76,264,670
==============================
December 31
2002
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Benefits paid to participants per the financial statements $ 3,791,257
Less benefits payable to participants at December 31, 2001
-
Add benefits payable to participants at December 31, 2002
8,755
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Benefits paid to participants per the Form 5500 $ 3,800,012
==============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end, but not yet paid.
9
Supplemental Schedule
10
BOK Financial Thrift Plan for Salaried Employees
EIN: 73-0780382 Plan #: 002
Schedule H; Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2002
(c)
(b) Description of Investments, (e)
Identity of Issuer, Including Maturity Date, Rate Current
(a) Borrower, Lessor, or Similar Party of Interest, or Maturity Value Value
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* BOK Financial Corporation BOKF Common Stock $ 14,066,002
* American Performance Funds Growth Equity Fund 2,023,730
Equity Fund 4,437,892
Cash Management Fund 6,709,467
Intermediate Bond Fund 6,940,638
SEI Funds Stable Asset Fund 8,932,520
American Advantage International Equity Fund 1,490,287
AIM Balanced Fund 1,246,268
Neuberger and Berman GenesisTrust Fund 8,983,305
Dodge and Cox Stock Fund 4,461,154
Vanguard Institutional Index 3,830,288
Self-directed common stocks and Common stocks and registered
registered investment companies investment companies 762,899
* Participant loans Interest rates ranging from 4.25
percent to 13.00 percent 3,215,786
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$ 77,100,236
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*Indicates Party-in-interest to the Plan.
Column (d) is not applicable as all investments are participant directed.
Exhibit Number Description of Exhibit
23.0 Consent of independent auditors
99.0 Section 906 Certifications
SIGNATURES
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 THRIFT PLAN FOR
SALARIED EMPLOYEES
Date: June 26, 2003 By: /s/ Gregg Jaynes
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Gregg Jaynes
Vice President,
Manager of Corporate Compensation
BOK Financial Corporation