FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
BOK Financial Thrift Plan for Salaried Employees
As of December 31, 2001 and 2000, and for the Year ended December 31, 2001
BOK Financial Thrift Plan for Salaried Employees
Financial Statements
and Supplemental Schedule
As of December 31, 2001 and 2000,
and for the Year ended December 31, 2001
Index to Financial Statements
Report of Independent Auditors...............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits..............................2
Statement of Changes in Net Assets Available for Benefits....................3
Notes to Financial Statements................................................4
Supplemental Schedule
Schedule H; Line 4i--Schedule of Assets (Held at End of Year).................9
Report of Independent Auditors
The Plan Administrative Committee
BOK Financial Thrift Plan for Salaried Employees
We have audited the accompanying statements of net assets available for benefits
of the BOK Financial Thrift Plan for Salaried Employees as of December 31, 2001
and 2000, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001, is presented for purposes of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 26, 2002
Tulsa, Oklahoma
BOK Financial Thrift Plan for Salaried Employees
Statements of Net Assets Available for Benefits
December 31
2001 2000
--------------------------------
Assets
Investments:
BOKF Common Stock $ 13,222,662 $ 10,684,500
American Performance Funds:
Growth Equity Fund 2,289,049 2,320,822
Equity Fund 6,378,548 7,562,925
Cash Management Fund 5,976,425 4,612,545
Intermediate Bond Fund 6,120,410 4,686,091
SEI Funds:
S&P 500 Index Fund 17,537,270 19,094,936
Stable Asset Fund 7,796,272 4,500,203
Equity Income Fund 3,387,829 3,786,341
American Advantage Funds:
Balanced Fund - 1,107,480
International Equity Fund 1,570,750 1,908,348
AIM Balanced Fund 1,292,479 -
Neuberger and Berman Genesis Trust Fund 7,637,040 5,195,696
Self-directed common stocks and registered
investment companies 157,915 -
Participant loans 2,755,602 2,876,902
--------------------------------
Total investments 76,122,251 68,336,789
Cash 407,269 395,042
Accrued interest receivable 88,867 84,807
Due from broker 26,284 -
--------------------------------
Total assets 76,644,671 68,816,638
Liabilities
Due to broker 380,001 269,787
--------------------------------
Net assets available for benefits $76,264,670 $ 68,546,851
================================
See accompanying notes.
BOK Financial Thrift Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
ADDITIONS
Investment income:
Interest and dividends $ 1,459,899
Net appreciation in fair value of investments 1,169,154
------------------
2,629,053
Contributions:
Participant 6,364,848
Employer 2,540,529
Rollovers 505,087
------------------
Total additions 12,039,517
DEDUCTIONS
Benefits paid to participants 4,321,563
Administrative Expenses 135
------------------
Net increase 7,717,819
Net assets available for benefits at beginning of year 68,546,851
------------------
Net assets available for benefits at end of year $76,264,670
==================
See accompanying notes.
BOK Financial Thrift Plan for Salaried Employees
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF PLAN
The following description of the BOK Financial Thrift Plan for Salaried
Employees (the Plan) provides only general information. Participants should
refer to the Summary Plan Description or the Plan document for a more complete
description of the Plan's provisions.
General
The Plan is a 401(k) defined contribution plan covering all salaried employees
of BOK Financial Corporation (BOKF) and its subsidiaries and affiliates
(collectively, the Employer or Company) who have attained age 21 and who have
completed at least one year of service (equivalent to 1,000 hours). The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Participants may elect to contribute up to 12% of their compensation (as defined
by the Plan) on a pre-tax basis pursuant to a salary reduction agreement filed
with the Plan administrator. In addition, participants may make after-tax
contributions to the Plan. The sum of the percentage of pre-tax and after-tax
contributions shall not exceed 20% of each participant's compensation.
Participants may elect investment in any of ten mutual funds, self-directed
common stocks or registered investment companies, and BOKF Common Stock.
The Employer contributes a matching contribution to the plan. The matching
contribution may be made in cash or in shares of BOKF Common Stock. In 2001, the
entire matching contribution of $2,540,529 was made in cash.
For 2001, the Employer matching contribution ranged from $.40 to $1.00 for each
dollar of the participant's contributions, up to 5% of compensation, based on
each participant's years of service as follows:
Years of Service Matching Percentage
--------------------------------------------------------------------------------
Less than four years 40%
At least four, but less than ten, years 60%
At least ten, but less than fifteen, years 80%
Fifteen or more years 100%
1. DESCRIPTION OF PLAN (CONTINUED)
The Employer may, at its sole discretion, make an additional discretionary
contribution to the Plan. There was no discretionary contribution in 2001.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Employer's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as defined by
the Plan. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Vesting
Participants vest in Employer matching contributions based upon years of
service, as defined by the Plan. Participants are 100% vested upon completion of
five years of service and are immediately vested in their deferred (pre-tax)
contributions, after-tax contributions, and the actual earnings thereon.
Loans
Participants may borrow against their accounts in amounts of not less than
$1,000 and not to exceed the lesser of $50,000 or 50% of the participant's
vested account balance. Loans will bear interest based on the current banking
prime rate and may not exceed a five-year term, unless it is used to acquire the
primary residence of the participant, in which case the maximum term may be 25
years. The loans are secured by the balances in the participant's account.
Interest rates range from 4.75% to 13%. Repayment is made by payroll
withholdings.
Payment of Benefits
A participant who terminates employment with a vested account balance of less
than $5,000 will receive a lump-sum payment. If the participant has a vested
balance which exceeds $5,000, the Plan will make a distribution only with the
consent of the participant at any time prior to the earlier of the participant's
65th birthday or death. In lieu of a lump-sum payment, a participant who
terminates employment after his or her 65th birthday or after attaining age 60
and completing 10 years of service, shall be
1. DESCRIPTION OF PLAN (CONTINUED)
entitled to elect monthly, quarterly, semiannual, or annual installment payments
to be paid over a period not to exceed 10 years from the benefit commencement
date. The installments may be accelerated at the direction of the participant.
Forfeitures
Forfeited balances of terminated participants' nonvested accounts are utilized
to pay administrative costs or to reduce future Employer contributions. During
2001, forfeitures of $15,274 were used to reduce Employer matching
contributions.
Plan Termination
The Employer expects to continue the Plan indefinitely. However, the Employer
reserves the right to discontinue the Plan or to amend the Plan, in whole or in
part, from time-to-time. In the event of Plan termination, participants will
become 100% vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at published market prices,
which represent the net asset value of shares held by the Plan at year-end. The
BOKF Common Stock is valued at the quoted market price. Participant loans
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Dividend
income is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Administrative Expenses
The Employer pays all administrative expenses except for loan origination fees
and fees related to self-directed common stocks and registered investment
companies, which are paid by the participants.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund at Bank of
Oklahoma, N.A. Trust Division (the Trustee). During 2001, the Plan's investments
(including investments purchased and sold, as well as held during the year)
appreciated (depreciated) in fair value as determined by quoted market prices
for BOKF Common Stock and published market prices for registered investment
companies as follows:
Net Appreciation
(Depreciation) in
Fair Value
of Investments
-----------------------
BOKF Common Stock $ 5,093,514
Registered investment companies (3,932,397)
Self-directed common stocks (1,067)
Self-directed registered investment companies 9,104
-----------------------
$ 1,169,154
=======================
The fair values of individual investments that represent 5% or more of the
Plan's net assets are separately identified in the financial statements.
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated April 1, 2002, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan administrator believes the
Plan is being operated in compliance with the applicable requirements of the
Code and, therefore, believes that the Plan is qualified and the related trust
is tax exempt.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following reconciles net assets available for benefits per the financial
statements to the Form 5500:
December 31
2001 2000
------------- ---------------
Net assets available for benefits per the
financial statements $76,264,670 $ 68,546,851
Benefits payable to participants - (32,402)
------------- ---------------
Net assets available for benefits per
the Form 5500 $76,264,670 $ 68,514,449
============= ===============
December 31
2001
--------------
--------------
Benefits paid to participants per the financial statements $4,321,563
Less benefits payable to participants at December 31, 2000 (32,402)
Add benefits payable to participants at December 31, 2001 -
--------------
Benefits paid to participants per the Form 5500 $4,289,161
==============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end, but not yet paid.
SUPPLEMENTAL SCHEDULE
BOK Financial Thrift Plan for Salaried Employees
EIN: 73-0780382 Plan #: 002
Schedule H; Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2001
(c)
(b) Description of Investments, (e)
Identity of Issuer, Including Maturity Date, Rate Current
(a) Borrower, Lessor, or Similar Party of Interest, or Maturity Value Value
---------------------------------------------------------------------------------------------------
* BOK Financial Corporation BOKF Common Stock $ 13,222,662
* American Performance Funds Growth Equity Fund 2,289,049
Equity Fund 6,378,548
Cash Management Fund 5,976,425
Intermediate Bond Fund 6,120,410
SEI Funds S&P 500 Index Fund 17,537,270
Stable Asset Fund 7,796,272
Equity Income Fund 3,387,829
American Advantage International Equity Fund 1,570,750
AIM Balanced Fund 1,292,479
Neuberger and Berman GenesisTrust Fund 7,637,040
Self-directed common stocks and registered Common stocks and registered
investment companies investment companies 157,915
* Participant loans Interest rates ranging from 4.75%
to 13% 2,755,602
-------------
$ 76,122,251
=============
*Indicates Party-in-interest to the Plan.
Column (d) is not applicable as all investments are participant directed.