11-K 1 salaried01.txt BOK FINANCIAL THRIFT PLAN FOR SALARIED EMPLOYEES 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.