As filed with the Securities and Exchange Commission on June 28, 2004
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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, 2003
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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 74192
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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 74192
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
BOK Financial Thrift Plan for Salaried Employees
As of December 31, 2003 and 2002, and for the Year Ended December 31, 2003
BOK Financial Thrift Plan for Salaried Employees
Financial Statements
and Supplemental Schedule
As of December 31, 2003 and 2002,
and for the Year Ended December 31, 2003
Contents
Report of Independent Registered Public Accounting Firm.................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 Registered Public Accounting Firm
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, 2003
and 2002, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2003. 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. 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, 2003 and 2002, and the changes in its net assets available for
benefits for the year ended December 31, 2003, in conformity with U.S. generally
accepted accounting principles.
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, 2003, 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
June 25, 2004
2
BOK Financial Thrift Plan for Salaried Employees
Statements of Net Assets Available for Benefits
December 31
2003 2002
---------------------------------
Assets
Investments:
BOKF Common Stock $ 17,977,036 $ 14,066,002
American Performance Funds:
Growth Equity Fund 3,271,979 2,023,730
Equity Fund 6,444,261 4,437,892
Cash Management Fund 5,903,244 6,709,467
Intermediate Bond Fund 7,071,168 6,940,638
SEI Funds:
Stable Asset Fund 10,199,658 8,932,520
American Advantage Funds:
International Equity Fund 3,179,104 1,490,287
AIM Balanced Fund - 1,246,268
American Balanced Fund 2,455,611 -
Neuberger and Berman Genesis Trust Fund 14,334,649 8,983,305
Dodge and Cox Stock Fund 8,435,835 4,461,154
Vanguard Institutional Index 19,010,305 13,830,288
Self-directed common stocks 403,493 174,484
Self-directed registered investment companies 847,134 588,415
Participant loans 3,338,896 3,215,786
---------------------------------
Total investments 102,872,373 77,100,236
Cash 513,786 477,407
Accrued interest receivable 93,202 81,327
Due from broker 79,832 7,215
---------------------------------
Total assets 103,559,193 77,666,185
Liabilities
Due to broker 550,519 450,871
---------------------------------
Net assets available for benefits $ 103,008,674 $ 77,215,314
=================================
See accompanying notes.
3
BOK Financial Thrift Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2003
Additions
Investment income:
Interest and dividends $ 1,559,155
Net appreciation in fair value of investments 15,253,365
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16,812,520
Contributions:
Employee 8,964,890
Employer 3,374,949
Rollovers 1,553,115
----------------
13,892,954
Total additions 30,705,474
Deductions
Benefit payments 4,908,920
Administrative expenses 3,194
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4,912,114
Net increase 25,793,360
Net assets available for benefits, at beginning of year 77,215,314
----------------
Net assets available for benefits, at end of year $ 103,008,674
================
See accompanying notes.
4
BOK Financial Thrift Plan for Salaried Employees
Notes to Financial Statements
December 31, 2003
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). Effective
April 1, 2003, an eligible employee may enter the plan monthly following the
date the employee is credited with one full month of service. Additionally, as
of April 1, 2003, all new eligible employees are automatically enrolled in the
Plan at a three percent contribution rate unless the employee designates on the
enrollment form not to participate. 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 100 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, however, the combination of pre-tax and after-tax contributions
cannot be more than 100% of compensation (as defined by the plan). Participants
may elect investment in any of ten 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 2003, the
entire matching contribution of $3,374,949 was made in cash.
5
BOK Financial Thrift Plan for Salaried Employees
Notes to Financial Statements (continued)
1. Description of Plan (continued)
For 2003, 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
----------------------------------------------- -------------------------------
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%
The Employer may, at its sole discretion, make an additional discretionary
contribution to the Plan. There was no discretionary contribution in 2003.
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 when the loan is requested 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
4.00 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, semiannual, or annual
6
1. Description of Plan (continued)
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
2003, forfeitures of $29,563 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.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
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.
7
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition
Shares of registered investment companies and common stocks 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.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles 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 2003, the Plan's investments
(including investments purchased and sold, as well as held during the year)
appreciated in fair value as determined by quoted market prices for BOKF Common
Stock and common stocks and published market prices for registered investment
companies as follows:
Net Appreciation
in Fair Value
of Investments
-------------------
BOKF Common Stock $ 3,339,725
Registered investment companies 11,603,250
Self-directed common stocks 114,760
Self-directed registered investment companies 195,630
--------------------
$ 15,253,365
====================
8
3. Investments (continued)
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.
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
2003 2002
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Net assets available for benefits
per the financial statements $ 103,008,674 $ 77,215,314
Less: Benefits payable (1,012,374) (8,755)
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Net assets available for benefits
per the Form 5500 $ 101,996,300 $ 77,206,559
===================== ====================
Year ended
December 31,
2003
-------------------
Benefit payments per the financial statements $ 4,908,920
Add: benefits payable at end of year 1,012,374
Less: benefits payable at beginning of year (8,755)
-------------------
Benefit payments to participants per the Form 5500 $ 5,912,539
===================
9
5. Reconciliation of Financial Statements to the Form 5500 (continued)
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.
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, 2003
(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 $ 17,977,036
* American Performance Funds Growth Equity Fund 3,271,979
Equity Fund 6,444,261
Cash Management Fund 5,903,244
Intermediate Bond Fund 7,071,168
SEI Funds Stable Asset Fund 10,199,658
American Advantage International Equity Fund 3,179,104
American Balanced Fund 2,455,611
Neuberger and Berman Genesis Trust Fund 14,334,649
Dodge and Cox Stock Fund 8,435,835
Vanguard Institutional Index 19,010,305
Self-directed common stocks and registered Common stocks and registered
investment companies investment companies 1,250,627
* Participant loans Interest rates ranging from 4.00
percent to 13.00 percent 3,338,896
----------------------
$ 102,872,373
======================
*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
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 28, 2004 By: /s/ Gregg Jaynes
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Gregg Jaynes
Vice President,
Manager of Corporate Compensation
BOK Financial Corporation