As filed with the Securities and Exchange Commission on June 28, 2004 ------------------------------------------------------------------ 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 ------------------------------------------------------------------ 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 ------------------------------------------------------------------ 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 ------------------------------------------------------------------ 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 ---------------- 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 ---------------- 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 --------------------- -------------------- Net assets available for benefits per the financial statements $ 103,008,674 $ 77,215,314 Less: Benefits payable (1,012,374) (8,755) --------------------- -------------------- 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 ------------------------------------------------------------------------------------------------------------- * 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 ---------------- ------------------------------------ Gregg Jaynes Vice President, Manager of Corporate Compensation BOK Financial Corporation