As filed with the Securities and Exchange Commission on March 26, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2002 Commission File No. 0-19341
BOK FINANCIAL CORPORATION
Incorporated in the State I.R.S. Employer Identification
of Oklahoma No.73-1373454
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
Registrant's Telephone Number,
Including Area Code (918) 588-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
OF THE ACT: (NONE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT:
COMMON STOCK ($.00006 Par Value)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-X is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes X No
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant: $517,856,438 as of June 30, 2002.
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: 55,157,311 shares of common
stock ($.00006 par value) as of the start of business on March 1, 2003.
List hereunder the following documents if incorporated by reference and the part
of Form 10-K in which the document is incorporated:
Part I - Annual Report to Shareholders for Fiscal Year Ended December 31,
2002 (designated portions only)
Part II - Annual Report to Shareholders for Fiscal Year Ended December 31,
2002 (designated portions only)
Part III - Proxy Statement for Annual Meeting of Shareholders scheduled for
April 29, 2003 (designated portions only)
Part IV - Annual Report to Shareholders for Fiscal Year Ended December 31,
2002 (designated portions only)
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BOK FINANCIAL CORPORATION
FORM 10-K ANNUAL REPORT
INDEX
ITEM PAGE
PART I
1. Business 3
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for Registrant's Common Equity and Related Stockholder 6
Matters
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition and 6
Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk 6
8. Financial Statements and Supplementary Data 7
9. Changes in and Disagreements with Accountants on Accounting and 7
Financial Disclosure
PART III
10. Directors and Executive Officers of the Registrant 7
11. Executive Compensation 7
12. Security Ownership of Certain Beneficial Owners and Management 7
13. Certain Relationships and Related Transactions 7
14. Controls and Procedures` 7
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 8 - 13
Signatures 13 - 14
Chief Executive Officer Section 302 Certification 15
Chief Financial Officer Section 302 Certification 16
PART I
ITEM 1 - BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Developments relating to individual aspects of the business of BOK Financial
Corporation ("BOK Financial") are described below. Additional discussion of BOK
Financial's activities during the current year is incorporated by reference to
"Management's Assessment of Operations and Financial Condition" (pages 10 - 29)
in BOK Financial's 2002 Annual Report to Shareholders. Information regarding BOK
Financial's acquisitions is incorporated by reference to Note 2 of "Notes to
Consolidated Financial Statements" (page 40) in BOK Financial's 2002 Annual
Report to Shareholders.
NARRATIVE DESCRIPTION OF BUSINESS
BOK Financial is a financial holding company whose activities are limited by the
Bank Holding Company Act of 1956 ("BHCA"), as amended by the Financial Services
Modernization Act or Gramm-Leach-Bliley Act. BOK Financial's banking and
bank-related activities are primarily performed through Bank of Oklahoma, N.A.
("BOk"), Bank of Texas, N.A., Bank of Albuquerque N.A., and Bank of Arkansas,
N.A. Other significant operating subsidiaries include BOSC, Inc., which is a
full-service securities firm with specialized expertise in public and municipal
finance and private placements. Other nonbank subsidiary operations are not
significant. As of December 31, 2002, BOK Financial and its subsidiaries had
3,402 full-time equivalent employees.
BOK Financial provides copies of all quarterly financial statements under Form
10-Q and annual financial statements under form 10-K on its website www.bokf.com
within 24 hours of filing with the SEC.
INDUSTRY SEGMENTS
BOK Financial operates four principal lines of business under its BOk franchise:
corporate banking, consumer banking, mortgage banking and trust services. It
also operates a fifth principal line of business, regional banks, which include
banking functions for Bank of Albuquerque, Bank of Arkansas and Bank of Texas.
These five principal lines of business combined account for approximately 80% of
total revenue. Discussion of these principal lines of business is incorporated
by reference to Lines of Business in "Management's Assessment of Operations and
Financial Condition " (pages 14 - 17) and Note 18 of "Notes to Consolidated
Financial Statements" (pages 54 - 57) in BOK Financial's 2002 Annual Report to
Shareholders.
COMPETITION
The banking industry in each of our markets is highly competitive. BOK
Financial, through four subsidiary banks, competes with other banks in obtaining
deposits, making loans and providing additional services related to banking. All
market share information below is based on share of deposits in specified area
based on SNL DataSource.
BOk is the largest banking subsidiary of BOK Financial. It has the largest
market share in Oklahoma with 12 percent of the state's total deposits according
to SNL DataSource. BOk competes with two super-regional banks, several regional
and numerous locally owned banks in both the Tulsa and Oklahoma City areas, as
well as in every other community in which we do business throughout the rest of
the state.
BOK Financial competes in the Dallas-Ft. Worth combined metropolitan area, in
the Houston, Texas area, in the Albuquerque, New Mexico market, and in Northwest
Arkansas through subsidiary banks. Bank of Texas competes against numerous
financial institutions, including some of the largest in the United States. Bank
of Texas's market share is approximately 2% in the Dallas-Ft. Worth area and 1%
in the Houston market according to SNL DataSource. Bank of Albuquerque has a
number four market share position in the Albuquerque area and competes with two
super-regional banks, some regional banks and several locally-owned smaller
community banks. Bank of Arkansas operates as a community bank serving Benton
and Washington counties in Arkansas.
SUPERVISION AND REGULATION
Financial holding companies and banks are extensively regulated under both
federal and state law. The following information, to the extent it describes
statutory or regulatory provisions, is qualified in its entirety by reference to
the particular statutory and regulatory provisions. It is not possible to
predict the changes, if any, that may be made to existing banking laws and
regulations or whether such changes, if made, would have a materially adverse
effect on the business and prospects of BOK Financial, BOk, Bank of Texas, Bank
of Albuquerque, or Bank of Arkansas.
During 2002 the Sarbanes-Oxley Act of 2002 was signed into law. The Act
addressed many aspects of financial accounting, corporate governance and public
company disclosures. The Act established a comprehensive framework for the
oversight of public company auditing and strengthened the independence of
auditors and audit committees. The Act also required enhanced and accelerated
financial disclosures, and established various responsibility measures,
including the certification of the quality of financial reporting by the CEO and
CFO. The Act also imposed new restrictions on accelerated reporting requirements
for certain insider trading activities and imposed a variety of new penalties
for fraud and other violations including a new federal felony for securities
fraud. Various sections of the Act are applicable to BOK Financial. Portions of
the act were effective immediately and others became effective or are in process
of becoming effective through rulings by the SEC.
BOK FINANCIAL
As a financial holding company, BOK Financial is subject to regulation under the
BHCA (as amended by the Financial Services Modernization Act or
Gramm-Leach-Bliley Act) and to supervision by the Board of Governors of the
Federal Reserve System (the "Reserve Board"). Under the BHCA, BOK Financial
files with the Reserve Board quarterly reports and such other additional
information as the Reserve Board may require. The Reserve Board may also make
examinations of BOK Financial and its subsidiaries.
The BHCA requires notification to the Reserve Board in any case where a
financial holding company proposes to acquire control of more than five percent
of the voting shares of any bank, unless it already controls a majority of such
voting shares. Additionally, approval must also be obtained before a financial
holding company may acquire all or substantially all of the assets of another
bank or before it may merge or consolidate with another financial holding
company. The BHCA further provides that the Reserve Board shall not approve any
such acquisition, merger or consolidation that will substantially lessen
competition, tend to create a monopoly or be in restraint of trade, unless it
finds the anti-competitive effects of the proposed transaction are clearly
outweighed in the public interest by the probable effect of the transaction in
meeting the convenience and needs of the community to be served.
The BHCA also requires a financial holding company to notify the Reserve Board
within 30 days of engaging in new activities the Reserve Board has determined to
be financial in nature. These activities include dealing in and underwriting
debt and equity, operating a mortgage company, finance company, credit card
company or factoring company; performing certain data processing operations;
servicing loans and other extensions of credit; providing investment and
financial advice; acting as an insurance underwriter and/or agent; owning and
operating savings and loan associations; and leasing personal property on a full
pay-out, nonoperating basis. BOKF is already engaged in some of these activities
and has notified the Federal Reserve.
A financial holding company and its subsidiaries are further prohibited under
the BHCA from engaging in certain tie-in arrangements in connection with the
provision of any credit, property or services. Thus, a subsidiary of a financial
holding company may not extend credit, lease or sell property, furnish any
services or fix or vary the consideration for these activities on the condition
that (1) the customer obtain or provide some additional credit, property or
services from or to the financial holding company or any subsidiary thereof or
(2) the customer may not obtain some other credit, property or services from a
competitor, except to the extent reasonable conditions are imposed to insure the
soundness of credit extended.
The Federal Deposit Insurance Corporation Improvement Act of 1991 established
five capital rating tiers ranging from "well capitalized" to "critically
undercapitalized". A financial institution is considered to be well capitalized
if its Leverage, Tier 1 and Total Capital ratios are at 5%, 6% and 10%,
respectively. Any institution experiencing significant growth or acquiring other
institutions or branches is expected to maintain capital ratios above the well
capitalized level. At December 31, 2002, BOK Financial's Leverage, Tier 1 and
Total Capital ratios were 6.88%, 8.98% and 11.95%, respectively. At December 31,
2002, BOK Financial had excess regulatory capital of $177 million under these
capital guidelines. Further discussion of regulatory capital, including
regulatory capital amounts and ratios, is incorporated by reference to
information set forth under the caption "Borrowings and Capital" (pages 26 - 27)
and Note 16 of "Notes to Consolidated Financial Statements" (page 51 - 53) in
BOK Financial's 2002 Annual Report to Shareholders.
In January 2001, the Basel Committee proposed its second draft of a new capital
adequacy framework. The new capital framework would consist of minimum capital
requirements, a supervisory review process and the effective use of market
discipline. The Committee set out options from which banks could choose
depending on the complexity of their business and quality of their risk
management. One approach is the standard approach which would refine the current
measurement framework and introduce the use of external credit assessments to
determine a bank's capital charge. Banks with more advanced risk management
capabilities could make use of an internal risk-rating based approach. The
Committee is also proposing an explicit capital charge for operational risk to
provide for problems like internal systems failure.
The supervisory review aspect of the new framework would seek to ensure that a
bank's capital position is consistent with its overall risk profile and
strategy. The third aspect of the new framework, market discipline, would call
for detailed disclosure of a bank's capital adequacy in order to encourage high
disclosure standards and to enhance the role of market participants in
encouraging banks to hold adequate capital.
Due to concerns within the banking industry that compliance with the new
framework would be costly and result in increased regulatory burden, the Basel
Committee is currently evaluating the results of a quantitative impact study in
which the largest banks in the world completed a model of Basel II to evaluate
the impact and cost of implementation. The results of this study were published
in October 2002 and are currently being evaluated. A third draft of the proposed
capital rules is expected to be issued during May 2003 and is expected to become
final towards the end of 2003. Implementation of the new guidelines is expected
by the end of 2006. BOK Financial cannot predict at this time whether the new
capital adequacy framework will be adopted or in what form, or the effect it
will have on the financial condition or results of operations of BOK Financial
or its subsidiary banks.
BANK SUBSIDIARIES
BOk, Bank of Texas, Bank of Albuquerque, and Bank of Arkansas are national
banking associations and are subject to the National Banking Act and other
federal statutes governing national banks. Under federal law, the Office of the
Comptroller of the Currency ("Comptroller") charters and serves as the primary
regulator of national banks. In addition, the Comptroller must approve certain
corporate or structural changes, including an increase or decrease in
capitalization, payment of dividends, change of place of business, establishment
of a branch and establishment of an operating subsidiary. The Comptroller
performs its functions through national bank examiners who provide the
Comptroller with information concerning the soundness of a national bank, the
quality of management and directors, and compliance with applicable laws, rules
and regulations. The National Banking Act authorizes the Comptroller to examine
every national bank as often as necessary. Although the Comptroller has primary
supervisory responsibility for national banks, such banks must also comply with
Reserve Board rules and regulations as members of the Federal Reserve System.
All bank subsidiaries must comply with the same capital guidelines as the
holding company, discussed above. Information set forth in Note 16 of "Notes to
Consolidated Financial Statements" (pages 51 - 53) is incorporated herein by
reference, including each individual banks regulatory capital amounts and
ratios.
Bank of Arkansas is also subject to certain consumer-protection laws
incorporated in the Arkansas Constitution, which, among other restrictions,
limit the maximum interest rate on general loans to five percent above the
Federal Reserve Discount Rate. The rate on consumer loans is five percent above
the discount rate or seventeen percent, whichever is lower.
GOVERNMENTAL POLICIES AND ECONOMIC FACTORS
The operations of BOK Financial and its subsidiaries are affected by legislative
changes and by the policies of various regulatory authorities and, in
particular, the credit policies of the Reserve Board. An important function of
the Reserve Board is to regulate the national supply of bank credit. Among the
instruments of monetary policy used by the Reserve Board to implement its
objectives are: open market operations in U.S. Government securities; changes in
the discount rate on bank borrowings; and changes in reserve requirements on
bank deposits. The effect of such policies in the future on the business and
earnings of BOK Financial and its subsidiaries cannot be predicted with
certainty.
FOREIGN OPERATIONS
BOK Financial does not engage in operations in foreign countries, nor does it
lend to foreign governments.
ITEM 2 - PROPERTIES
BOK Financial, through BOk, BOk's subsidiaries, Bank of Texas, Bank of
Albuquerque and Bank of Arkansas, owns improved real estate that was carried at
$104 million, net of depreciation and amortization, as of December 31, 2002. BOK
Financial conducts its operations through 72 locations in Oklahoma, 31 locations
in Texas, 20 locations in New Mexico, and 5 locations in Arkansas as of December
31, 2002. BOK Financial's facilities are suitable for their respective uses and
present needs.
The information set forth in Notes 6 and 14 of "Notes to Consolidated Financial
Statements" (pages 45 and 51, respectively) of BOK Financial's 2002 Annual
Report to Shareholders provides further discussion related to properties and is
incorporated herein by reference.
ITEM 3 - LEGAL PROCEEDINGS
The information set forth in Note 14 of "Notes to Consolidated Financial
Statements" (page 51) of BOK Financial's 2002 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the three months ended December 31,
2002.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
BOK Financial's $.00006 par value common stock is traded on the Nasdaq Stock
Market under the symbol BOKF. At December 31, 2002, common shareholders of
record numbered 1,235 with 55,066,629 shares outstanding.
BOK Financial's quarterly market information follows:
First Second Third Fourth
--------------- -------------- -------------- ---------------
2002:
Low $27.33 $31.94 $28.51 $28.04
High 33.06 36.52 34.06 34.78
2001:
Low $21.31 $23.12 $26.00 $28.81
High 24.56 26.90 32.56 32.75
BOK Financial entered into a limited price guarantee on a portion of the shares
issued in the Bank of Tanglewood acquisition on October 25, 2002. Additional
discussion of this price guarantee is incorporated by reference to information
set forth under "Borrowings and Capital" (pages 26 - 27) of BOK Financial's 2002
Annual Report to Shareholders.
BOK Financial has not purchased any stock under its common stock repurchase
program during 2002. Under this program BOK Financial has authority to
repurchase up to 800,000 shares. These purchases have been made from
time-to-time in accordance with SEC Rule 10(b)18 transactions. Since the
original authorization announced in 1998, BOK Financial has repurchased 617,051
shares.
The information set forth under the captions "Table 1 - Consolidated Selected
Financial Data" (page 9), "Table 11 - Selected Quarterly Financial Data" (page
19), "Borrowings and Capital (pages 26 - 27) and Note 16 of "Notes to
Consolidated Financial Statements" (page 51 - 53) of BOK Financial's 2002 Annual
Report to Shareholders is incorporated herein by reference.
The information set forth under the captions "Equity Compensation Plan
Information" in BOK Financial's 2003 Annual Proxy Statement for its Annual
Meeting of Shareholders scheduled for April 29, 2003 ("2003 Annual Proxy
Statement") is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information set forth under the caption "Table 1 - Consolidated Selected
Financial Data" (page 9) of BOK Financial's 2002 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth under the captions "Management's Assessment of
Operations and Financial Condition" (pages 10 - 29), "Annual Financial Summary -
Unaudited" (pages 62 - 63) and "Quarterly Financial Summary Unaudited" (pages 64
- - 65) of BOK Financial's 2002 Annual Report to Shareholders is incorporated
herein by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the caption "Loans" (pages 21 - 22) of BOK
Financial's 2002 Annual Report to Shareholders is incorporated herein by
reference, including disclosures of loan concentrations by primary industry of
the borrower and geographic concentrations of the loan portfolio. The
information set forth under the caption "Deposits" (page 25) of BOK Financial's
2002 Annual Report to Shareholders in incorporated herein by reference,
including geographic distribution of deposit accounts.
BOK Financial is subject to market risk primarily through the effect of changes
in interest rates on both its assets held for purposes other than trading and
trading assets. The effects of other changes, such as foreign exchange rates,
commodity prices or equity prices do not pose significant market risk to BOK
Financial. BOK Financial has no material investments in assets that are affected
by changes in foreign exchange rates or equity prices. Energy derivative
contracts, which are affected by changes in commodity prices, are matched
against offsetting contracts. The information set forth under the caption
"Market Risk" (pages 27 -29) of BOK Financial's 2002 Annual Report to
Shareholders is incorporated herein by reference.
BOK Financial is exposed to market risk due to a price guarantee agreement on
BOK Financial stock relating to the Bank of Tanglewood acquisition. Information
set forth under the caption "Borrowings and Capital" (pages 26 - 27) is
incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The supplementary data regarding quarterly results of operations set forth under
the caption "Table 11 - Selected Quarterly Financial Data" (page 19) of BOK
Financial's 2002 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Directors" and
"Executive Compensation" in BOK Financial's 2003 Annual Proxy Statement is
incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation" in BOK
Financial's 2003 Annual Proxy Statement is incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the captions "Security Ownership of Certain
Beneficial Owners and Management" and "Election of Directors" in BOK Financial's
2003 Annual Proxy Statement is incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions" in BOK
Financial's 2003 Annual Proxy Statement is incorporated herein by reference.
The information set forth under Note 5 and Note 10 of "Notes to Consolidated
Financial Statements" (page 44 and pages 47 - 48) of BOK Financial's 2002 Annual
Report to Shareholders is incorporated herein by reference.
ITEM 14 - CONTROLS AND PROCEDURES
EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES
Our chief executive officer and chief financial officer have each reviewed and
evaluated the effectiveness of our disclosure controls and procedures (as
defined in the Securities and Exchange Act of 1934 Rules 13a-14(c) and
15d-14(c)) as of a date within 90 days before the filing date of this Report.
Based on that evaluation, our chief executive officer and chief financial
officer have each concluded that our current disclosure controls and procedures
were effective to ensure that information required to be disclosed in our
periodic reports filed under the Exchange Act is recorded, processed, summarized
and reported, in each case, within the time period specified by the SEC's rules
and regulations.
CHANGES IN INTERNAL CONTROLS
There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weakness,
and therefore no corrective actions were taken.
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) LIST OF FINANCIAL STATEMENTS FILED.
The following financial statements and reports included in BOK Financial's
Annual Report to Shareholders for the Fiscal Year Ended December 31, 2002 are
incorporated by reference in Parts I and II of this Annual Report on Form 10-K.
Exhibit 13
2002 Annual Report
Description Page Number
Consolidated Selected Financial Data 9
Selected Quarterly Financial Data 19
Report of Management on Financial Statements 30
Report of Independent Auditors 30
Consolidated Statements of Earnings 31
Consolidated Balance Sheets 32
Consolidated Statements of Cash Flows 33
Consolidated Statements of Changes in Shareholders' Equity 34 - 35
Notes to Consolidated Financial Statements 36 - 61
Annual Financial Summary - Unaudited 62 - 63
Quarterly Financial Summary - Unaudited 64 - 65
(A)(2) LIST OF FINANCIAL STATEMENT SCHEDULES FILED.
The schedules to the consolidated financial statements required by Regulation
S-X are not required under the related instructions or are inapplicable and are
therefore omitted.
(A)(3) LIST OF EXHIBITS FILED.
Exhibit Number Description of Exhibit
3.0 The Articles of Incorporation of BOK Financial, incorporated
by reference to (i) Amended and Restated Certificate of
Incorporation of BOK Financial filed with the Oklahoma
Secretary of State on May 28, 1991, filed as Exhibit 3.0 to
S-1 Registration Statement No. 33-90450, and (ii) Amendment
attached as Exhibit A to Information Statement and
Prospectus Supplement filed November 20, 1991.
3.1 Bylaws of BOK Financial, incorporated by reference to
Exhibit 3.1 of S-1 Registration Statement No. 33-90450.
4.0 The rights of the holders of the Common Stock and Preferred
Stock of BOK Financial are set forth in its Certificate of
Incorporation.
10.0 Purchase and Sale Agreement dated October 25, 1990, among
BOK Financial, Kaiser, and the FDIC, incorporated by
reference to Exhibit 2.0 of S-1 Registration Statement No.
33-90450.
10.1 Amendment to Purchase and Sale Agreement effective March 29,
1991, among BOK Financial, Kaiser, and the FDIC,
incorporated by reference to Exhibit 2.2 of S-1 Registration
Statement No. 33-90450
10.2 Letter agreement dated April 12, 1991, among BOK Financial,
Kaiser, and the FDIC, incorporated by reference to Exhibit
2.3 of S-1 Registration Statement No. 33-90450.
10.3 Second Amendment to Purchase and Sale Agreement effective
April 15, 1991, among BOK Financial, Kaiser, and the FDIC,
incorporated by reference to Exhibit 2.4 of S-1 Registration
Statement No. 33-90450.
10.4 Employment agreements.
10.4(a) Employment Agreement between BOK Financial and Stanley A.
Lybarger, incorporated by reference to Exhibit 10.4(a) of
Form 10-K for the fiscal year ended December 31, 1991.
10.4(b) Amendment to 1991 Employment Agreement between BOK
Financial and Stanley A. Lybarger, incorporated by reference
to Exhibit 10.4(b) of Form 10-K for the fiscal year ended
December 31, 2001.
10.4.1(a) Employee Agreement between BOK Financial and V. Burns
Hargis, as filed herein for fiscal year ended December 31,
2002.
10.4.1(b) Amendment to Employee Agreement between BOK Financial
and V. Burns Hargis, as filed herein for fiscal year ended
December 31, 2002.
10.5 Director indemnification agreement dated June 30, 1987,
between BOk and Kaiser, incorporated by reference to Exhibit
10.5 of S-1 Registration Statement No. 33-90450.
Substantially similar director indemnification agreements
were executed between BOk and the following:
Date of Agreement
------------------
James E. Barnes June 30, 1987
William H. Bell June 30, 1987
James S. Boese June 30, 1987
Dennis L. Brand June 30, 1987
Chester E. Cadieux June 30, 1987
William B. Cleary June 30, 1987
Glenn A. Cox June 30, 1987
William E. Durrett June 30, 1987
Leonard J. Eaton, Jr. June 30, 1987
William B. Fader December 5, 1990
Gregory J. Flanagan June 30, 1987
Jerry L. Goodman June 30, 1987
David A. Hentschel July 7, 1987
Philip N. Hughes July 8, 1987
Thomas J. Hughes, III June 30, 1987
William G. Kerr June 30, 1987
Philip C. Lauinger, Jr. June 30, 1987
Stanley A. Lybarger December 5, 1990
Patricia McGee Maino June 30, 1987
Robert L. Parker, Sr. June 30, 1987
James A. Robinson June 30, 1987
William P. Sweich June 30, 1987
10.6 Capitalization and Stock Purchase Agreement dated May 20,
1991, between BOK Financial and Kaiser, incorporated by
reference to Exhibit 10.6 of S-1 Registration Statement No.
33-90450.
10.7.2 BOK Financial Corporation 1993 Stock Option Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 33-70102.
10.7.3 BOK Financial Corporation 1994 Stock Option Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 33-79834.
10.7.4 BOK Financial Corporation 1994 Stock Option Plan
(Typographical Error Corrected January 16, 1995),
incorporated by reference to Exhibit 10.7.4 of Form 10-K for
the fiscal year ended December 31, 1994.
10.7.5 BOK Financial Corporation 1997 Stock Option Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 333-32649.
10.7.6 BOK Financial Corporation 2000 Stock Option Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 333-93957.
10.7.7 BOK Financial Corporation 2001 Stock Option Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 333-62578.
10.7.8 BOK Financial Corporation Directors' Stock Compensation
Plan, incorporated by reference to Exhibit 4.0 of S-8
Registration Statement No. 33-79836.
10.7.9 Bank of Oklahoma Thrift Plan (Amended and Restated
Effective as of January 1, 1995), incorporated by reference
to Exhibit 10.7.6 of Form 10-K for the year ended December
31, 1994.
10.7.10 Trust Agreement for the Bank of Oklahoma Thrift Plan
(December 30, 1994), incorporated by reference to Exhibit
10.7.7 of Form 10-K for the year ended December 31, 1994.
10.8 Lease Agreement between One Williams Center Co. and National
Bank of Tulsa (predecessor to BOk) dated June 18, 1974,
incorporated by reference to Exhibit 10.9 of S-1
Registration Statement No. 33-90450.
10.9 Lease Agreement between Security Capital Real Estate Fund
and BOk dated January 1, 1988, incorporated by reference to
Exhibit 10.10 of S-1 Registration Statement No. 33-90450.
10.10 Asset Purchase Agreement (OREO and other assets) between
BOk and Phi-Lea-Em Corporation dated April 30, 1991,
incorporated by reference to Exhibit 10.11 of S-1
Registration Statement No. 33-90450.
10.11 Asset Purchase Agreement (Tanker Assets) between BOk and
Green River Exploration Company dated April 30, 1991,
incorporated by reference to Exhibit 10.12 of S-1
Registration Statement No. 33-90450.
10.12 Asset Purchase Agreement (Recovery Rights) between BOk and
Kaiser dated April 30, 1991, incorporated by reference to
Exhibit 10.13 of S-1 Registration Statement No. 33-90450.
10.13 Purchase and Assumption Agreement dated August 7, 1992
among First Gibraltar Bank, FSB, Fourth Financial
Corporation and BOk, as amended, incorporated by reference
to Exhibit 10.14 of Form 10-K for the fiscal year ended
December 31, 1992.
10.13.1 Allocation Agreement dated August 7, 1992 between BOk and
Fourth Financial Corporation, incorporated by reference to
Exhibit 10.14.1 of Form 10-K for the fiscal year ended
December 31, 1992. 10.14 Merger Agreement among BOK
Financial, BOKF Merger Corporation Number Two, Brookside
Bancshares, Inc., The Shareholders of Brookside Bancshares,
Inc. and Brookside State Bank dated December 22, 1992, as
amended, incorporated by reference to Exhibit 10.15 of Form
10-K for the fiscal year ended December 31, 1992.
10.14.1 Agreement to Merge between BOk and Brookside State Bank
dated January 27, 1993, incorporated by reference to Exhibit
10.15.1 of Form 10-K for the fiscal year ended December 31,
1992.
10.15 Merger Agreement among BOK Financial, BOKF Merger
Corporation Number Three, Sand Springs Bancshares, Inc., The
Shareholders of Sand Springs Bancshares, Inc. and Sand
Springs State Bank dated December 22, 1992, as amended,
incorporated by reference to Exhibit 10.16 of Form 10-K for
the fiscal year ended December 31, 1992.
10.15.1 Agreement to Merge between BOk and Sand Springs State
Bank dated January 27, 1993, incorporated by reference to
Exhibit 10.16.1 of Form 10-K for the fiscal year ended
December 31, 1992.
10.16 Partnership Agreement between Kaiser-Francis Oil Company
and BOK Financial dated December 1, 1992, incorporated by
reference to Exhibit 10.16 of Form 10-K for the fiscal year
ended December 31, 1993.
10.16.1 Amendment to Partnership Agreement between Kaiser-Francis
Oil Company and BOK Financial dated May 17, 1993,
incorporated by reference to Exhibit 10.16.1 of Form 10-K
for the fiscal year ended December 31, 1993.
10.17 Purchase and Assumption Agreement between BOk and FDIC,
Receiver of Heartland Federal Savings and Loan Association
dated October 9, 1993, incorporated by reference to Exhibit
10.17 of Form 10-K for the fiscal year ended December 31,
1993.
10.18 Merger Agreement among BOk, Plaza National Bank and The
Shareholders of Plaza National Bank dated December 20, 1993,
incorporated by reference to Exhibit 10.18 of Form 10-K for
the fiscal year ended December 31, 1993.
10.18.1 Amendment to Merger Agreement among BOk, Plaza National
Bank and The Shareholders of Plaza National Bank dated
January 14, 1994, incorporated by reference to Exhibit
10.18.1 of Form 10-K for the fiscal year ended December 31,
1993.
10.19 Stock Purchase Agreement between Texas Commerce Bank,
National Association and BOk dated March 11, 1994,
incorporated by reference to Exhibit 10.19 of Form 10-K for
the fiscal year ended December 31, 1993.
10.20 Merger Agreement among BOK Financial Corporation, BOKF
Merger Corporation Number Four, Citizens Holding Company and
others dated May 11, 1994, incorporated by reference to
Exhibit 10.20 of Form 10-K for the fiscal year ended
December 31, 1994.
10.21 Stock Purchase and Merger Agreement among Northwest Bank of
Enid, BOk and The Shareholders of Northwest Bank of Enid
effective as of May 16, 1994, incorporated by reference to
Exhibit 10.21 of Form 10-K for the fiscal year ended
December 31, 1994.
10.22 Agreement and Plan of Merger among BOK Financial
Corporation, BOKF Merger Corporation Number Five and Park
Cities Bancshares, Inc. dated October 3, 1996, incorporated
by reference to Exhibit C of S-4 Registration Statement No.
333-16337.
10.23 Agreement and Plan of Merger among BOK Financial Corporation
and First TexCorp., Inc. dated December 18, 1996,
incorporated by reference to Exhibit 10.24 of S-4
Registration Statement No. 333-16337.
10.24 Purchase and Assumption Agreement between Bank of America
National Trust and Savings Association and BOK Financial
Corporation dated July 27, 1998.
10.25 Merger Agreement among BOK Financial Corporation, BOKF
Merger Corporation No. Seven, First Bancshares of Muskogee,
Inc., First National Bank and Trust Company of Muskogee, and
Certain Shareholders of First Bancshares of Muskogee, Inc.
dated December 30, 1998.
10.26 Merger Agreement among BOK Financial Corporation, BOKF
Merger Corporation Number Nine, and Chaparral Bancshares,
Inc. dated February 19, 1999.
10.27 Merger Agreement among BOK Financial Corporation, Park
Cities Bancshares, Inc., Mid-Cities Bancshares, Inc. and
Mid-Cities National Bank dated February 24, 1999.
10.28 Merger Agreement among, BOK Financial Corporation, Park
Cities Bancshares, Inc., PC Interim State Bank, Swiss Avenue
State Bank and Certain Shareholders of Swiss Avenue State
Bank dated March 4, 1999.
10.29 Merger Agreement among, BOK Financial Corporation, Park
Cities Bancshares, Inc. and CNBT Bancshares, Inc. dated
August 18, 2000.
10.30 Merger Agreement among, BOK Financial Corporation, Bank of
Tanglewood, N.A. and TW Interim Bank dated October 25, 2002,
incorporated by reference to Exhibit 2.0 of S-4 Registration
Statement No. 333-98685.
10.31 Remote Outsourcing Services Agreement between Bank of
Oklahoma, N.A. and Alltel Information Services, Inc., dated
September 1, 2002, incorporated by reference to Exhibit
10.30 of the September 30, 2002 10-Q filed on November 13,
2002.
13.0 Annual Report to Shareholders for the fiscal year ended
December 31, 2002. Such report, except for those portions
thereof which are expressly incorporated by reference in
this filing, is furnished for the information of the
Commission and is not deemed to be "filed" as part of this
Annual Report on Form 10-K.
21.0 Subsidiaries of BOK Financial.
23.0 Consent of independent auditors - Ernst & Young LLP.
99.0 Additional Exhibits.
99.1 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-44121 for Bank of Oklahoma Master Thrift
Plan and Trust, incorporated by reference to Exhibit 99.1 of
Form 10-K for the fiscal year ended December 31, 1993.
99.2 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-44122 for BOK Financial Corporation 1991
Special Stock Option Plan, incorporated by reference to
Exhibit 99.2 of Form 10-K for the fiscal year ended December
31, 1993.
99.3 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-55312 for BOK Financial Corporation 1992
Stock Option Plan, incorporated by reference to Exhibit 99.3
of Form 10-K for the fiscal year ended December 31, 1993.
99.4 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-70102 for BOK Financial Corporation 1993
Stock Option Plan, incorporated by reference to Exhibit 99.4
of Form 10-K for the fiscal year ended December 31, 1993.
99.5 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-79834 for BOK Financial Corporation 1994
Stock Option Plan, incorporated by reference to Exhibit 99.5
of Form 10-K for the fiscal year ended December 31, 1994.
99.6 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-79836 for BOK Financial Corporation
Directors' Stock Compensation Plan, incorporated by
reference to Exhibit 99.6 of Form 10-K for the fiscal year
ended December 31, 1994.
99.7 Undertakings incorporated by reference into S-8 Registration
Statement No. 333-32649 for BOK Financial Corporation 1997
Stock Option Plan, Incorporated by reference to Exhibit 99.7
of Form 10-K for the fiscal year ended December 31, 1997.
99.8 Undertakings incorporated by reference into S-8 Registration
Statement No. 333-93957for BOK Financial Corporation 2000
Stock Option Plan, Incorporated by reference to Exhibit 99.8
of Form 10-K for the fiscal year ended December 31, 1999.
99.9 Undertakings incorporated by reference into S-8 Registration
Statement No. 333-40280 for BOK Financial Corporation Thrift
Plan for Hourly Employees, Incorporated by reference to
Exhibit 99.9 of Form 10-K for the fiscal year ended December
31, 2000.
99.10 Undertakings incorporated by reference into S-8
Registration Statement No. 333-100595 for BOK Financial
Corporation Bank of Tanglewood 1996 Stock Option Plan,
Incorporated by reference to Exhibit 99.10 of Form 10-K for
the fiscal year ended December 31, 2002.
99.11 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 for Form 10-K for the fiscal year ended December 31,
2002.
(B) REPORTS ON FORM 8-K NONE.
(C) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
The exhibits listed in response to Item 14(A)(3) are filed as part of
this report.
(D) FINANCIAL STATEMENT SCHEDULES
None.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOK FINANCIAL CORPORATION
DATE: March 25, 2003 BY: /s/ George B. Kaiser
------------------------------
George B. Kaiser,
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 25, 2003, by the following persons on behalf of
the Registrant and in the capacities indicated.
OFFICERS
/s/ George B. Kaiser /s/ Stanley A. Lybarger
- ----------------------------- ------------------------------
George B. Kaiser, *Stanley A. Lybarger,
Chairman of the Board of Directors Director, President and Chief
Executive Officer
/s/ Steven E. Nell /s/ John C. Morrow
- ----------------------------- ------------------------------
*Steven E. Nell, John C. Morrow
Executive Vice President and Senior Vice President and Director of
Chief Financial Officer Financial Accounting and Reporting
DIRECTORS
/s/ C. Fred Ball, Jr. /s/ Robert J. LaFortune
- ----------------------------- ------------------------------
C. Fred Ball, Jr. Robert J. LaFortune
/s/ Sharon J. Bell /s/ Philip C. Lauinger, Jr.
- ----------------------------- ------------------------------
Sharon J. Bell Philip C. Lauinger, Jr.
/s/ Peter C. Boylan, III
- ----------------------------- ------------------------------
Peter C. Boylan, III John C. Lopez
/s/ Joseph E. Cappy /s/ Steven J. Malcolm
- ----------------------------- ------------------------------
Joseph E. Cappy Steven J. Malcolm
/s/ Luke R. Corbett
- ----------------------------- ------------------------------
Luke R. Corbett Frank A. McPherson
/s/ William E. Durrett /s/ Steven E. Moore
- ----------------------------- ------------------------------
William E. Durrett Steven E. Moore
/s/ James O. Goodwin
- ----------------------------- ------------------------------
James O. Goodwin J. Larry Nichols
/s/ V. Burns Hargis
- ----------------------------- ------------------------------
V. Burns Hargis Robert L. Parker, Sr.
/s/ Howard E. Janzen
- ----------------------------- ------------------------------
Howard E. Janzen James A. Robinson
/s/ E. Carey Joullian, IV /s/ L. Francis Rooney, III
- ----------------------------- ------------------------------
E. Carey Joullian, IV L. Francis Rooney, III
/s/ David L. Kyle /s/ Scott F. Zarrow
- ----------------------------- ------------------------------
David L. Kyle Scott F. Zarrow
CEO CERTIFICATION
I, Stanley A. Lybarger, certify that:
1. I have reviewed this annual report on Form 10-K of BOK Financial Corporation
("BOK Financial");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. BOK Financial's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for BOK Financial and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to BOK Financial, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness BOK Financial's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. BOK Financial's other certifying officer and I have disclosed, based on our
most recent evaluation, to BOK Financial's auditors and the audit committee BOK
Financial's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the BOK Financial's ability to record, process,
summarize and report financial data and have identified for the BOK Financial's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the BOK Financial's internal controls;
and
6. BOK Financial's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
March 25, 2003
/s/ Stanley A. Lybarger
- -----------------------
Director, President and
Chief Executive Officer
CFO CERTIFICATION
I, Steven E. Nell, certify that:
1. I have reviewed this annual report on Form 10-K of BOK Financial Corporation
("BOK Financial");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. BOK Financial's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for BOK Financial and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to BOK Financial, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness BOK Financial's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. BOK Financial's other certifying officer and I have disclosed, based on our
most recent evaluation, to BOK Financial's auditors and the audit committee BOK
Financial's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the BOK Financial's ability to record, process,
summarize and report financial data and have identified for the BOK Financial's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the BOK Financial's internal controls;
and
6. BOK Financial's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
March 25, 2003
/s/ Steven E. Nell
- -------------------
Executive Vice President and
Chief Financial Officer