As filed with the Securities and Exchange Commission on March 12, 2004
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission File No. 0-19341
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1373454
(State or other jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
(Address of Principal Executive Offices) (Zip Code)
(918) 588-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, $0.00006 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-K 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 |_|
The aggregate market value of the registrant's common stock ("Common
Stock") held by non-affiliates is approximately $712,912,226 (based on the June
30, 2003 closing price of Common Stock of $37.71 per share). As of March 1,
2004, there were 57,366,616 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document of the Registrant Reference Locations
Portions of the 2003 Annual Report to Shareholders Parts I, II, III and IV
Portions of the 2004 Proxy Statement Part III
===============================================================================
BOK FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K
INDEX
ITEM PAGE
PART I
1. Business 3
2. Properties 6
3. Legal Proceedings 6
4. Submission of Matters to a Vote of Security Holders 6
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
6. Selected Financial Data 7
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
7A.Quantitative and Qualitative Disclosures About Market Risk 7
8. Financial Statements and Supplementary Data 8
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 8
9A.Controls and Procedures 8
PART III
10. Directors and Executive Officers of the Registrant 8
11. Executive Compensation 8
12. Security Ownership of Certain Beneficial Owners and Management 8
13. Certain Relationships and Related Transactions 9
14. Principal Accountant Fees and Services 9
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 10
Signatures 16
Chief Executive Officer Section 302 Certification Exhibit 31.1
Chief Financial Officer Section 302 Certification Exhibit 31.2
Section 906 Certifications Exhibit 32
3
PART I
ITEM 1. BUSINESS
General
Developments relating to individual aspects of the business of BOK
Financial Corporation ("BOK Financial" or "the Company") are described below.
Additional discussion of the Company's activities during the current year is
incorporated by reference to the "Management's Assessment of Operations and
Financial Condition" section of BOK Financial's 2003 Annual Report to
Shareholders (the "2003 Annual Report"). Information regarding BOK Financial's
acquisitions is incorporated by reference to Note 2 of "Notes to Consolidated
Financial Statements" within the 2003 Annual Report.
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 offers full
service banking in Oklahoma, Dallas and Houston, Texas, Albuquerque, New Mexico,
Northwest Arkansas, and Denver, Colorado. Principal subsidiaries are Bank of
Oklahoma, N.A. ("BOk"), Bank of Texas, N.A., Bank of Albuquerque, N.A., Bank of
Arkansas, N.A. and Colorado State Bank and Trust, N.A. (collectively, the
"Banks"). Other subsidiaries include BOSC, Inc., a broker/dealer that engages in
retail and institutional securities sales and municipal bond underwriting. Other
non-bank subsidiary operations are not significant.
BOK Financial's corporate headquarters is located at Bank of Oklahoma
Tower, P.O. Box 2300, Tulsa, Oklahoma 74192.
The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports are available on the
Company's website at www.bokf.com as soon as reasonably practicable after the
Company electronically files such material with or furnishes it to the
Securities and Exchange Commission.
Operating Segments
BOK Financial operates four principal lines of business under its BOk
franchise: corporate banking, consumer banking, mortgage banking and wealth
management. It also operates a fifth principal line of business, regional banks,
which includes all banking functions for Bank of Texas, N.A., Bank of
Albuquerque, N.A., Bank of Arkansas, N.A., and Colorado State Bank and Trust,
N.A. These five principal lines of business combined account for approximately
94% of total revenue. Discussion of these principal lines of business is
incorporated by reference to the Lines of Business section within "Management's
Assessment of Operations and Financial Condition" within the 2003 Annual Report
and to Note 17 of "Notes to Consolidated Financial Statements" within the 2003
Annual Report.
Competition
BOK Financial and its operating segments (corporate banking, consumer
banking, mortgage banking, wealth management and regional banks) face
competition from other banks, thrifts, credit unions and other non-bank
financial institutions, such as investment banking firms, investment advisory
firms, brokerage firms, investment companies, government agencies, mortgage
brokers and insurance companies. The Company competes largely on the basis of
customer services, interest rates on loans and deposits, lending limits and
customer convenience. Some operating segments face competition from institutions
that are not as closely regulated as banks, and therefore are not limited by the
same capital requirements and other restrictions. All market share information
presented below is based upon share of deposits in specified areas according to
SNL DataSource.
BOk is the largest banking subsidiary of BOK Financial and has the largest
market share in Oklahoma with 13% of the state's total deposits. In the Tulsa
and Oklahoma City areas, BOk has 32% and 10% of the market share, respectively.
BOk competes with two banks that have operations nationwide and have greater
access to funds at lower costs. BOk also competes with several regional and many
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 state.
Through subsidiary banks, BOK Financial competes in the Dallas-Fort Worth
combined metropolitan area and in the Houston area of Texas, in the Albuquerque,
New Mexico, and Denver, Colorado, markets, and in Northwest Arkansas. Bank of
Texas competes against numerous financial institutions, including some of the
largest in the United States, and has a market share of approximately 2% and 1%
in the Dallas-Fort Worth and Houston areas, respectively. Bank of Albuquerque
has a number three market share position with 11% of deposits in the Albuquerque
area and competes with two large national banks, some regional banks and several
locally-owned smaller community banks. Colorado State Bank and Trust has a
market share of approximately 1% in the Denver area. Bank of Arkansas operates
as a community bank serving Benton and Washington counties in Arkansas. The
Company's ability to expand into additional states remains subject to various
federal and state laws.
Employees
As of December 31, 2003, BOK Financial and its subsidiaries employed 3,449
full-time equivalent employees. None of the Company's employees are represented
by collective bargaining agreements. Management considers its employee relations
to be good.
4
Supervision and Regulation
BOK Financial and its subsidiaries are subject to extensive regulations
under federal and state laws. These regulations are designed to protect
depositors, the Bank Insurance Fund and the banking system as a whole and not
necessarily to protect shareholders and creditors. As detailed below, these
regulations may restrict the Company's ability to diversify, to acquire other
institutions and to pay dividends on its capital stock. They also may require
the Company to provide financial support to its subsidiaries, maintain certain
capital balances and pay higher deposit insurance premiums.
Proposals to change laws and regulations governing the banking industry are
frequently introduced in Congress, in the state legislatures and before bank
regulatory agencies. The likelihood and timing of any new proposals or
legislation and the impact they might have on the Company and its subsidiaries
cannot be predicted at this time.
The following information, to the extent it describes statutory or
regulatory provisions, is qualified in its entirety by reference to the full
text of the statutes and regulations that are described.
General
As a financial holding company, BOK Financial is regulated under the BHCA
and is subject to regular inspection, examination and supervision by the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board"). Under
the BHCA, BOK Financial files quarterly reports and other information with the
Federal Reserve Board.
The Banks are organized as national banking associations under the National
Banking Act, and are subject to regulation, supervision and examination by the
Office of the Comptroller of the Currency (the "OCC"), the Federal Deposit
Insurance Corporation (the "FDIC"), the Federal Reserve Board and other federal
and state regulatory agencies. The OCC has primary supervisory responsibility
for national banks and must approve certain corporate or structural changes,
including changes in capitalization, payment of dividends, change of place of
business, and establishment of a branch or operating subsidiary. The OCC
performs its functions through national bank examiners who provide the OCC with
information concerning the soundness of a national bank, the quality of
management and directors, and compliance with applicable regulations. The
National Banking Act authorizes the OCC to examine every national bank as often
as necessary.
A financial holding company, and the companies under its control, are
permitted to engage in activities considered "financial in nature" as defined by
the Gramm-Leach-Bliley Act and Federal Reserve Board interpretations, and
therefore may engage in a broader range of activities than permitted for bank
holding companies and their subsidiaries. Activities that are "financial in
nature" include securities underwriting and dealing, insurance underwriting,
operating a mortgage company, credit card company or factoring company,
performing certain data processing operations, servicing loans and other
extensions of credit, providing investment and financial advice, owning and
operating savings and loan associations, and leasing personal property on a full
pay-out, non-operating basis. In order for a financial holding company to
commence any new activity permitted by the BHCA, each insured depository
institution subsidiary of the financial holding company must have received a
rating of at least satisfactory in its most recent examination under the
Community Reinvestment Act. A financial holding company is required to notify
the Federal Reserve Board within thirty days of engaging in new activities
determined to be "financial in nature." BOK Financial is engaged in some of
these activities and has notified the Federal Reserve Board.
The BHCA requires the Federal Reserve Board's prior approval for the direct
or indirect acquisition of more than five percent of any class of voting stock
of any non-affiliated bank. Under the Federal Bank Merger Act, the prior
approval of the OCC is required for a national bank to merge with another bank
or purchase the assets or assume the deposits of another bank. In reviewing
applications seeking approval of merger and acquisition transactions, the bank
regulatory authorities consider, among other things, the competitive effect and
public benefits of the transactions, the capital position of the combined
organization, the applicant's performance record under the Community
Reinvestment Act and fair housing laws and the effectiveness of the subject
organizations in combating money laundering activities.
A financial holding company and its subsidiaries are 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 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 Banks and other non-bank subsidiaries are also subject to other federal
and state laws and regulations. For example, BOSC, Inc., the Company's
broker/dealer subsidiary that engages in retail and institutional securities
sales and municipal bond underwriting, is regulated by the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., the
Federal Reserve Board, the National Futures Association and state securities
regulators. As another example, Bank of Arkansas is 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 and limit the rate on consumer
loans to the lower of five percent above the discount rate or seventeen percent.
5
Capital Adequacy and Prompt Corrective Action
The Federal Reserve Board, the OCC and the FDIC have issued substantially
similar risk-based and leverage capital guidelines applicable to United States
banking organizations to ensure capital adequacy based upon the risk levels of
assets and off-balance sheet financial instruments. In addition, these
regulatory agencies may from time to time require that a banking organization
maintain capital above the minimum levels, whether because of its financial
condition or actual or anticipated growth. Capital adequacy guidelines and
prompt corrective action regulations involve quantitative measures of assets,
liabilities, and certain off-balance sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to
qualitative judgments by regulators regarding components, risk weighting and
other factors.
The Federal Reserve Board risk-based guidelines define a three-tier capital
framework. Core capital (Tier 1) includes common shareholders' equity and
qualifying preferred stock, less goodwill, most intangible assets and other
adjustments. Supplementary capital (Tier 2) consists of preferred stock not
qualifying as Tier 1 capital, qualifying mandatory convertible debt securities,
limited amounts of subordinated debt, other qualifying term debt and allowances
for credit losses, subject to limitations. Market risk capital (Tier 3) includes
qualifying unsecured subordinated debt. Assets and off-balance sheet exposures
are assigned to one of four categories of risk-weights, based primarily upon
relative credit risk. Risk-based capital ratios are calculated by dividing Tier
1 and total capital by risk-weighted assets. For a depository institution to be
considered well capitalized under the regulatory framework for prompt corrective
action, the institution's Tier 1 and total capital ratios must be at least 6%
and 10% on a risk-adjusted basis, respectively. As of December 31, 2003, BOK
Financial's Tier 1 and total capital ratios under these guidelines were 9.15%
and 11.31%, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Banking organizations are required to maintain a ratio of
at least 5% to be classified as well capitalized. BOK Financial's leverage ratio
at December 31, 2003 was 7.17%.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), among other things, identifies five capital categories for insured
depository institutions from well capitalized to critically undercapitalized and
requires the respective federal regulatory agencies to implement systems for
prompt corrective action for institutions failing to meet minimum capital
requirements within such categories. FDICIA imposes progressively more
restrictive covenants on operations, management and capital distributions,
depending upon the category in which an institution is classified.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under these guidelines, each of the Banks was considered well
capitalized as of December 31, 2003.
The federal regulatory authorities' risk-based capital guidelines are based
upon the 1988 capital accord of the Basel Committee on Banking Supervision (the
"BCBS"). The BCBS is a committee of central banks and bank regulators from the
major industrialized countries that develops broad policy guidelines for use by
each country's supervisors in determining the supervisory policies they apply.
In January 2001, the BCBS released a proposal to replace the 1988 capital
accord with a new capital accord that would set capital requirements for
operational risk and refine the existing capital requirements for credit risk
and market risk exposures. The new capital framework would consist of minimum
capital requirements, a supervisory review process and the effective use of
market discipline. The BCBS set out options from which banks could choose
depending upon the complexity of their business and the 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 BCBS
has also proposed an explicit capital charge for operational risk to provide for
losses resulting from failed internal processes, people, and systems. 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.
The BCBS has stated that its objective is to finalize a new capital accord
by mid-year 2004 and for member countries to implement the accord by the end of
2006. The ultimate timing for a new accord, and the specifics of capital
assessments for addressing operational risk, are uncertain. However, it is
possible that a new capital accord addressing operational risk will eventually
be adopted by the BCBS and implemented by the United States federal bank
regulatory authorities. The new capital requirements that may arise from a new
BCBS capital accord could increase minimum capital requirements applicable to
BOK Financial and its subsidiaries.
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" within the Management's Assessment of
Operations and Financial Condition section and Note 15 of "Notes to Consolidated
Financial Statements" of the 2003 Annual Report.
6
Dividends
The primary source of liquidity for BOK Financial is dividends from the
Banks, which are limited by various banking regulations to net profits, as
defined, for the year plus retained profits for the preceding two years and
further restricted by minimum capital requirements. Based on the most
restrictive limitations, the Banks had excess regulatory capital and could
declare up to $121 million of dividends without regulatory approval as of
December 31, 2003. BOK Financial management has developed and the Board of
Directors has approved an internal capital policy that is more restrictive than
the regulatory standards. Under this policy, the Banks could declare dividends
of up to $71 million as of December 31, 2003. These amounts are not necessarily
indicative of amounts that may be available to be paid in future periods.
Source of Strength Doctrine
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support.
Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance
Act, in the event of a loss suffered by the FDIC as a result of default of a
banking subsidiary or related to FDIC assistance provided to a subsidiary in
danger of default, the other Banks may be assessed for the FDIC's loss, subject
to certain exceptions.
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 Federal Reserve Board. An important
function of the Federal Reserve Board is to regulate the national supply of bank
credit to moderate recessions and curb inflation. Among the instruments of
monetary policy used by the Federal Reserve Board to implement its objectives
are: open-market operations in U.S. Government securities, changes in the
discount rate and federal funds rate on bank borrowings, and changes in reserve
requirements on bank deposits. The effect of future changes in such policies on
the business and earnings of BOK Financial and its subsidiaries is uncertain.
In 2002, the Sarbanes-Oxley Act (the "Act") was signed into law to address
many aspects of financial accounting, corporate governance and public company
disclosure. Among other things, the Act establishes a comprehensive framework
for the oversight of public company auditing and for strengthening the
independence of auditors and audit committees. Under the Act, audit committees
are responsible for the appointment, compensation and oversight of the work of
the auditors. The non-audit services that can be provided to a company by its
auditor are limited. Audit committee members are subject to specific rules
addressing their independence. The Act also requires enhanced and accelerated
financial disclosures, and it establishes various responsibility measures, such
as requiring the chief executive officer and chief financial officer to certify
to the quality of the company's financial reporting. The Act imposes
restrictions on and accelerated reporting requirements for certain insider
trading activities. It imposes a variety of penalties for fraud and other
violations and creates a federal felony for securities fraud. Various sections
of the Act are applicable to BOK Financial. Portions of the Act were effective
immediately; others became effective or are in process of becoming effective
through rulings by the SEC, based on timelines set forth in the law.
Foreign Operations
BOK Financial does not engage in operations in foreign countries, nor does
it lend to foreign governments.
ITEM 2 - PROPERTIES
As of December 31, 2003, the Company's principal offices are located in the
Bank of Oklahoma Tower in downtown Tulsa, Oklahoma. BOK Financial and its
subsidiaries own and lease improved real estate that was carried at $122
million, net of depreciation and amortization, as of December 31, 2003. BOK
Financial conducts its operations through 74 locations in Oklahoma, 36 locations
in Texas, 21 locations in New Mexico, 5 locations in Arkansas and 4 locations in
Colorado as of December 31, 2003. The Company'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" of the 2003 Annual Report 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" of the 2003 Annual Report 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,
2003.
7
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. As of March 1, 2004, common shareholders of
record numbered 1,321 with 57,366,616 shares outstanding.
BOK Financial's quarterly market information follows:
First Second Third Fourth
--------------- -------------- -------------- ---------------
2003:
Low $31.00 $31.85 $37.90 $37.65
High 33.24 38.59 41.02 39.40
2002:
Low $27.33 $31.94 $28.51 $28.04
High 33.06 36.52 34.06 34.78
Management plans to recommend continued payment of an annual dividend in
shares of common stock. The Company's practice has been not to pay cash
dividends.
Under a common stock repurchase 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 authorization
was announced in 1998, BOK Financial has repurchased 617,051 shares. No shares
were repurchased under this program in 2003.
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 the "Borrowings and Capital" caption within the
Management's Assessment of Operations and Financial Condition section and in
Note 15 of "Notes to Consolidated Financial Statements" within the 2003 Annual
Report.
The information set forth under the captions "Table 1 - Consolidated
Selected Financial Data," "Table 5 - Selected Quarterly Financial Data,"
"Borrowings and Capital," and Note 15 of "Notes to Consolidated Financial
Statements" of the 2003 Annual Report is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information set forth under the caption "Table 1 - Consolidated
Selected Financial Data" of the 2003 Annual Report 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," "Annual Financial Summary - Unaudited" and
"Quarterly Financial Summary - Unaudited" of the 2003 Annual Report is
incorporated herein by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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. Additional discussion of this type of
market risk is set forth under the caption "Market Risk" within the Management's
Assessment of Operations and Financial Condition section of the 2003 Annual
Report and is incorporated herein by reference.
BOK Financial is also exposed to market risk related to a stock price
guarantee agreement made in connection with the Bank of Tanglewood acquisition.
Additional information regarding this risk is set forth under the "Borrowings
and Capital" caption within the Management's Assessment of Operations and
Financial Condition section of the 2003 Annual Report.
Additional information regarding market risk is set forth under the "Loans"
caption within the Management's Assessment of Operations and Financial Condition
section of the 2003 Annual Report and 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 "Deposits" caption within the Management's Assessment of Operations
and Financial
8
Condition section of the 2003 Annual Report is also incorporated herein by
reference, including geographic distribution of deposit accounts.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information set forth in the 2003 Annual Report is
incorporated herein by reference: the Consolidated Financial Statements and
Notes to Consolidated Financial Statements of BOK Financial Corporation,
together with the report thereon of Ernst & Young LLP dated January 28, 2004,
and the Selected Quarterly Financial Data in Table 5.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure.
ITEM 9A - CONTROLS AND PROCEDURES
As of the end of the period covered by this report and pursuant to Rule
13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"), the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness and design of the
Company's disclosure controls and procedures (as that term is defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded, as of
the end of the period covered by this report, that the Company's disclosure
controls and procedures were effective in recording, processing, summarizing and
reporting information required to be disclosed by the Company, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
In addition and as of the end of the period covered by this report, there
have been no changes in internal controls over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered
by this report that have materially affected, or are reasonably likely to
materially affect, the internal controls over financial reporting.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Directors,"
"Executive Compensation" and "Risk Oversight and Audit Committee" in BOK
Financial's 2004 Annual Proxy Statement is incorporated herein by reference.
The Company has a Code of Ethics which is applicable to all Directors,
officers and employees of the Company, including the Chief Executive Officer and
the Chief Financial Officer, the principal executive officer and principal
financial and accounting officer, respectively. A copy of the Code of Ethics
will be provided without charge to any person who requests it by writing to the
Company's headquarters at Bank of Oklahoma Tower, P.O. Box 2300, Tulsa, Oklahoma
74192 or telephoning the Chief Auditor at (918) 588-6000. The Company will also
make available amendments to or waivers from its Code of Ethics applicable to
Directors or executive officers, including the Chief Executive Officer and the
Chief Financial Officer, in accordance with all applicable laws and regulations.
ITEM 11 - EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation" in BOK
Financial's 2004 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
2004 Annual Proxy Statement is incorporated herein by reference.
9
Equity Compensation Plan Information
The following table provides information about the Company's equity
compensation plans in effect at December 31, 2003. Plans included in the
following table consist of the BOKF 1994, 1997, 2000, 2001 and 2003 Stock Option
Plans, as well as the 2003 Executive Incentive Plan and the BOKF Directors Stock
Compensation Plan. The material features of the various stock-based compensation
plans are described within Note 13 of "Notes to Consolidated Financial
Statements" of the 2003 Annual Report, which is incorporated herein by
reference.
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
Plan Category warrants, and rights(2) warrants, and rights(2) the first column)(2)
Equity compensation plans approved
by security holders:
Stock options 3,282,742 $24.34 2,493,682(1)
Nonvested common shares 18,635 Not applicable 481,365
________________ ________________
Sub-total 3,301,377 2,975,047(1)
Equity compensation plans not
approved by security holders None None None
________________ ________________
Total 3,301,377 2,975,047(1)
(1) Includes 493,682 shares of common stock which may be awarded pursuant to the
BOKF Directors Stock Compensation Plan.
(2) As of December 31, 2003.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions" in BOK
Financial's 2004 Annual Proxy Statement is incorporated herein by reference.
The information set forth under Note 5 and Note 10 of "Notes to
Consolidated Financial Statements" of the 2003 Annual Report is incorporated
herein by reference.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the caption "Principal Accountant Fees and
Services" in BOK Financial's 2004 Annual Proxy Statement is incorporated herein
by reference.
10
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The following financial statements and reports are incorporated by
reference from the 2003 Annual Report:
Exhibit 13
2003 Annual Report
Description Page Number
Consolidated Selected Financial Data 10
Selected Quarterly Financial Data 19
Report of Management on Financial Statements 38
Report of Independent Auditors 39
Consolidated Statements of Earnings for the years ended
December 31, 2003, 2002 and 2001 40
Consolidated Balance Sheets as of December 31, 2003 and 2002 41
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001 42
Consolidated Statements of Changes in Shareholders' Equity for
the years ended December 31, 2003, 2002 and 2001 43 - 44
Notes to Consolidated Financial Statements 45 - 76
Annual Financial Summary - Unaudited 77 - 78
Quarterly Financial Summary - Unaudited 79 - 80
(a) (2) Financial Statement Schedules
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) Exhibits
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
11
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 and Compensation 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(c) Amended and Restated Deferred Compensation Agreement (Amended as of
September 1, 2003) between Stanley A. Lybarger and BOK Financial
Corporation, incorporated by reference to Exhibit 10.4 (c) of Form 10-Q for
the quarter ended September 30, 2003.
10.4.1(a) Employee Agreement between BOK Financial and V. Burns Hargis,
incorporated by reference to Exhibit 10.4.1(a) of Form 10-K for the fiscal
year ended December 31, 2002.
10.4.1(b) Amendment to Employee Agreement between BOK Financial and V. Burns
Hargis, incorporated by reference to Exhibit 10.4.1(b) of Form 10-K for the
fiscal year ended December 31, 2002.
10.4.2 Amended and Restated Deferred Compensation Agreement (Amended as of
December 1, 2003) between Steven G. Bradshaw and BOK Financial Corporation,
filed herewith.
10.4.3 Amended and Restated Deferred Compensation Agreement (Amended as of
December 1, 2003) between William Jeffrey Pickryl and BOK Financial
Corporation, filed herewith.
10.4.4 Amended and Restated Employment Agreement (Amended as of June 14, 2002)
among First National Bank of Park Cities, BOK Financial Corporation and C.
Fred Ball, Jr., filed herewith.
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
12
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.
10.7.3 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.
10.7.11 BOK Financial Corporation 2003 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106531.
10.7.12 BOK Financial Corporation 2003 Executive Incentive Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106530.
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.
10.10Asset 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.
10.11Asset 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.
10.12Asset 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.
10.13Purchase 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.
13
10.14Merger 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.
10.15Merger 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.
10.16Partnership 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.
10.17Purchase 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.
10.18Merger 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.
10.19Stock 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.
10.20Merger 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.
10.21Stock 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.
10.22Agreement 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.
10.23Agreement 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.
10.24Purchase and Assumption Agreement between Bank of America National Trust
and Savings Association and BOK Financial Corporation dated July 27, 1998.
10.25Merger 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.
14
10.26Merger Agreement among BOK Financial Corporation, BOKF Merger Corporation
Number Nine, and Chaparral Bancshares, Inc. dated February 19, 1999.
10.27Merger Agreement among BOK Financial Corporation, Park Cities Bancshares,
Inc., Mid-Cities Bancshares, Inc. and Mid-Cities National Bank dated
February 24, 1999.
10.28Merger 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.
10.29Merger Agreement among BOK Financial Corporation, Park Cities Bancshares,
Inc. and CNBT Bancshares, Inc. dated August 18, 2000, incorporated by
reference to Exhibit 10.29 of Form 10-K for the fiscal year ended December
31, 2000.
10.30Merger 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.
10.31Remote 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.
10.32Merger Agreement among BOK Financial Corporation, BOKF Merger Corporation
Number Eleven, Colorado Funding Company, Colorado State Bank and Trust and
Certain Shareholders of Colorado Funding Company dated July 8, 2003, filed
herewith.
13.0 Annual Report to Shareholders for the fiscal year ended December 31, 2003.
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.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.
32 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
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.
15
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.
(b) Reports on Form 8-K
On October 16, 2003, a report on Form 8-K was filed reporting under
Item 5 the announcement that BOK Financial Corporation issued a press
release on October 15, 2003 announcing its financial results for the
third quarter ended September 30, 2003.
(c) Exhibits
See Item 15 (a) (3) above.
(d) Financial Statement Schedules
See Item 15 (a) (2) above.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 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 12, 2004 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 12, 2004, 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. F. 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/ Joseph E. Cappy /s/ John C. Lopez
- ----------------------------------- -------------------------------------
Joseph E. Cappy John C. Lopez
/s/ Luke R. Corbett /s/ Steven J. Malcolm
- ----------------------------------- -------------------------------------
Luke R. Corbett Steven J. Malcolm
/s/ William E. Durrett /s/ Paula Marshall-Chapman
- ----------------------------------- -------------------------------------
William E. Durrett Paula Marshall-Chapman
/s/ James O. Goodwin
- ----------------------------------- -------------------------------------
James O. Goodwin Frank A. McPherson
/s/ Robert G. Greer /s/ Steven E. Moore
- ----------------------------------- -------------------------------------
Robert G. Greer Steven E. Moore
/s/ David F. Griffin /s/ Robert L. Parker
- ----------------------------------- -------------------------------------
David F. Griffin Robert L. Parker, Sr.
/s/ V. Burns Hargis /s/ James A. Robinson
- ----------------------------------- -------------------------------------
V. Burns Hargis James A. Robinson
/s/ E. Carey Joullian /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