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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 HOURLY 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 Hourly Employees
As of December 31, 2002 and 2001, and for the Year Ended December 31, 2002
PAGE>
BOK Financial Thrift Plan for Hourly 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).............11
1
Report of Independent Auditors
The Plan Administrative Committee
BOK Financial Thrift Plan for Hourly Employees
We have audited the accompanying statements of net assets available for benefits
of the BOK Financial Thrift Plan for Hourly 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.
Ernst & Young LLP
May 12, 2003
2
BOK Financial Thrift Plan for Hourly Employees
Statements of Net Assets Available for Benefits
December 31
2002 2001
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Assets
Investments:
BOK Financial Corporation Common Stock $ 69,821 $ 47,394
American Performance Funds:
Growth Equity Fund 11,480 12,825
Equity Fund 13,822 15,915
Cash Management Fund 7,991 5,504
Intermediate Bond Fund 16,774 8,878
SEI Funds:
S&P 500 Index Fund - 26,141
Stable Asset Fund 14,459 9,614
Equity Income Fund - 16,063
American Advantage International Equity Fund 4,829 4,257
AIM Balanced Fund 7,840 5,377
Neuberger and Berman Genesis Trust Fund 24,265 14,414
Dodge and Cox Stock Fund 22,166 -
Vanguard Institutional Index 25,277 -
Participant Loans 5,800 1,662
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Total investments 224,524 168,044
Cash 3,538 3,040
Accrued interest receivable 161 125
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Total assets 228,223 171,209
Liabilities
Due to broker 3,361 2,443
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Net assets available for benefits $ 224,862 $ 168,766
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See accompanying notes.
3
BOK Financial Thrift Plan for Hourly Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
Net Additions
Investment income (loss):
Interest and dividends $ 2,662
Net depreciation in fair value of investments (16,659)
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(13,997)
Contributions:
Participant 56,029
Employer 20,227
Rollover 18,681
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94,937
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Total net additions 80,940
Deductions
Benefits paid to participants 23,245
Transfers out of the plan 1,599
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24,844
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Net increase 56,096
Net assets available for benefits, at beginning of year 168,766
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Net assets available for benefits, at end of year $ 224,862
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See accompanying notes.
4
BOK Financial Thrift Plan for Hourly Employees
Notes to Financial Statements
December 31, 2002
1. Description of Plan
The following description of the BOK Financial Thrift Plan for Hourly 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 defined contribution plan covering all employees of BOK Financial
Corporation (BOKF) and its subsidiaries and affiliates (collectively, the
Employer or Company) who have attained age 21 and one year of service
(equivalent to 1,000 hours) and who are compensated on an hourly basis, except
those covered under a collective bargaining agreement and those treated as
independent contractors. 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 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 2002, the
entire matching contribution of $20,227 was made in cash.
5
BOK Financial Thrift Plan for Hourly Employees
Notes to Financial Statements (continued)
1. Description of Plan (continued)
For 2002, the Employer matching contribution ranges from $.40 to $1.00 for each
dollar of the participant's contribution, 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%
The Employer may in 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 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 balance in the participant's account.
Interest rates range from 4.75 percent to 9.50 percent. Repayment is made by
payroll withholdings.
1. Description of Plan (continued)
Payment of Benefits
A participant who terminates employment with a vested account balance 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, semi-annual 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.
6
Forfeitures
Forfeited balances of terminated participants' nonvested accounts are utilized
to pay administrative costs or to reduce future Employer contributions. During
2002, forfeitures of $1,188 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 of the Plan, except for loan
origination fees, which are paid by the participants.
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.
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.
7
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
------------------------
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BOK Financial Corporation Common Stock $ 2,185
Registered investment companies (18,844)
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$ (16,659)
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The fair value of individual investments that represent five percent or more of
the Plan's net assets are separately identified in the financial statements.
8
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 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 is a reconciliation of 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 $ 224,862 $ 168,766
Less: Benefits payable (2) -
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Net assets available for benefits
per the Form 5500 $ 224,860 $ 168,766
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The following is a reconciliation of benefit payments per the financial
statements to the Form 5500:
Year ended
December 31, 2002
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Benefit payments per financial statements $ 23,245
Add: Benefits payable at end of year 2
Less: Benefits payable at beginning of year -
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Benefit payments to participants per the Form 5500 $ 23,247
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Benefits payable are recorded on the Form 5500 for payments to participants who
requested payment prior to December 31, but had not been paid as of that date.
9
Supplemental Schedule
10
BOK Financial Thrift Plan for Hourly Employees
EIN: 73-0780382 Plan #: 004
Schedule H; Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2002
(c)
(b) Description of Investments (e)
Identity of Issue, 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 $ 69,821
* American Performance Funds Growth Equity Fund 11,480
Equity Fund 13,822
Cash Management Fund 7,991
Intermediate Bond Fund 16,774
SEI Funds Stable Asset Fund 14,459
American Advantage International Equity Fund 4,829
AIM Balanced Fund 7,840
Neuberger and Berman Genesis Trust Fund 24,265
Dodge and Cox Stock Fund 22,166
Vanguard Institutional Index 25,277
* Participant Loans Interest rates ranging from 4.75
percent to 9.50 percent 5,800
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$ 224,524
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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
HOURLY EMPLOYEES
Date: June 26, 2003 By: /s/ Gregg Jaynes
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Gregg Jaynes
Vice President,
Manager of Corporate Compensation
BOK Financial Corporation