-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FIO/zlcyFxK9VOkn5F4IP6QKqz+dd0bCiwUihvxHAaxNtDzgzdjqxnwHCm+cSFpn /6zvelDt5fdOGaZBbXPu6g== 0000875357-06-000012.txt : 20060315 0000875357-06-000012.hdr.sgml : 20060315 20060315143035 ACCESSION NUMBER: 0000875357-06-000012 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOK FINANCIAL CORP ET AL CENTRAL INDEX KEY: 0000875357 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731373454 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19341 FILM NUMBER: 06687767 BUSINESS ADDRESS: STREET 1: BANK OF OKLAHOMA TOWER STREET 2: PO BOX 2300 CITY: TULSA STATE: OK ZIP: 74192 BUSINESS PHONE: 9185953025 MAIL ADDRESS: STREET 1: BANK OF OKLAHOMA TOWER STREET 2: P O BOX 2300 CITY: TULSA STATE: OK ZIP: 74192 10-K 1 tenk2005.txt 12/31/05 FORM 10-K As filed with the Securities and Exchange Commission on March 15, 2006 ============================================================================== 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, 2005 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |X| No |_| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes |_| No |X| 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer |X| Accelerated filer |_| Non-accelerated filer |_| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes |_| No |X| The aggregate market value of the registrant's common stock ("Common Stock") held by non-affiliates is approximately $948,181,172 (based on the June 30, 2005 closing price of Common Stock of $46.12 per share). As of March 1, 2006, there were 66,955,508 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Document of the Registrant Reference Locations Portions of the 2005 Annual Report to Shareholders Parts I, II, III and IV Portions of the 2006 Proxy Statement Part III =============================================================================== BOK FINANCIAL CORPORATION ANNUAL REPORT ON FORM 10-K INDEX ITEM PAGE PART I 1. Business 3 1A. Risk Factors 8 1B. Unresolved Staff Comments 12 2. Properties 12 3. Legal Proceedings 12 4. Submission of Matters to a Vote of Security Holders 12 PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13 6. Selected Financial Data 14 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 7A. Quantitative and Qualitative Disclosures About Market Risk 14 8. Financial Statements and Supplementary Data 15 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15 9A. Controls and Procedures 15 9B. Other Information 15 PART III 10. Directors and Executive Officers of the Registrant 16 11. Executive Compensation 16 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16 13. Certain Relationships and Related Transactions 16 14. Principal Accountant Fees and Services 16 PART IV 15. Exhibits, Financial Statement Schedules 17 Signatures 26 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 2005 Annual Report to Shareholders (the "2005 Annual Report"). Information regarding BOK Financial's acquisitions is incorporated by reference to Note 2 of "Notes to Consolidated Financial Statements" within the 2005 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, Denver, Colorado, and Phoenix, Arizona. The Company also has commercial loan production, mortgage banking and institutional sales offices in the Kansas City market. Principal subsidiaries are Bank of Oklahoma, N.A. ("BOk"), Bank of Texas, N.A., Bank of Albuquerque, N.A., Bank of Arkansas, N.A., Colorado State Bank and Trust, N.A. and Bank of Arizona, 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. Our overall strategic objective is to emphasize growth in long-term value by building on our leadership position in Oklahoma and expanding into high-growth markets. We have a solid position in Oklahoma and are the state's largest financial institution as measured by deposit market share. Since 1997, we have expanded into Dallas and Houston, Texas, Albuquerque, New Mexico, Denver, Colorado, and Phoenix, Arizona. We are currently exploring opportunities for further growth in our regional markets and expansion into the Kansas City market through acquisition or de novo banking operations. Our primary focus is to provide a broad range of financial products and services, including loans and deposits, cash management services, fiduciary services, mortgage banking and brokerage and trading services to middle-market businesses, financial institutions and consumers. Our revenue sources are diversified. Approximately 43% of our revenue comes from commissions and fees. Commercial banking is a significant part of our business. Our credit culture emphasizes building relationships by making high quality loans and providing a full range of financial products and services to our customers. Our acquisition strategy targets quality organizations that have demonstrated solid growth in their business lines. We provide additional growth opportunities by hiring talent to enhance competitiveness, adding locations, and broadening product offerings. Our operating philosophy embraces local decision-making through the boards of directors for each of our bank subsidiaries. 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. 4 Operating Segments BOK Financial operates five principal lines of business: Oklahoma corporate banking, Oklahoma consumer banking, mortgage banking, wealth management, and regional banking. Mortgage banking activities include loan origination and servicing across all markets served by the Company. Wealth management provides brokerage and trading, private financial services and investment advisory services in all markets. Wealth management also provides fiduciary services in all markets except Colorado. Fiduciary services in Colorado are included in regional banking. Regional banking consists primarily of corporate and consumer banking activities in the respective local markets. Discussion of these principal lines of business is incorporated by reference to the Lines of Business section of Management's Discussion and Analysis within the 2005 Annual Report and to Note 18 of Notes to Consolidated Financial Statements within the 2005 Annual Report. Competition BOK Financial and its operating segments 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 as of December 31, 2005. BOk is the largest banking subsidiary of BOK Financial and has the largest market share in Oklahoma with 12% of the state's total deposits. In the Tulsa and Oklahoma City areas, BOk has 27% 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, higher lending limits, and greater access to technology resources. BOk also competes with regional and 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 other subsidiary banks, BOK Financial competes in Dallas-Fort Worth and Houston, Texas, Albuquerque, New Mexico, Denver, Colorado, Phoenix, Arizona, and 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 1% in each of the Dallas-Fort Worth and Houston areas. Bank of Albuquerque has a number four 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 Arizona operates as a community bank with locations in Phoenix and Scottsdale. Bank of Arkansas serves 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, 2005, BOK Financial and its subsidiaries employed 3,825 full-time equivalent employees. None of the Company's employees are represented by collective bargaining agreements. Management considers its employee relations to be good. 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 5 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 summarizes certain laws and regulations that affect the Company's operations. It does not discuss all provisions of these laws and regulations and it does not summarize all laws and regulations that affect the Company. 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 6 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. 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, 2005, BOK Financial's Tier 1 and total capital ratios under these guidelines were 9.84% and 12.10%, 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, 2005 was 8.30%. 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 7 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, 2005. 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. Operational risk refers to the risk of direct or indirect losses resulting from failed internal processes, people, and systems. The 1988 capital accord does not include separate capital requirements for operational risk. In June 2004, the BCBS published the framework for a new set of risk-based capital standards. Release of proposed rules to implement the new capital accord is expected in the first half of 2006. The ultimate timing and final form of a new accord are uncertain. However, it is possible that a new capital accord 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 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 heading "Borrowings and Capital" within Management's Discussion and Analysis and Note 16 of the 2005 Annual Report. 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 $158 million of dividends without regulatory approval as of December 31, 2005. 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 $86 million as of December 31, 2005. 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 8 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. The Sarbanes-Oxley Act (the "Act") addresses many aspects of financial reporting, 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. Foreign Operations BOK Financial does not engage in operations in foreign countries, nor does it lend to foreign governments. ITEM 1A. RISK FACTORS ADVERSE REGIONAL ECONOMIC DEVELOPMENTS COULD NEGATIVELY AFFECT BOK FINANCIAL'S BUSINESS. A substantial majority of BOK Financial loans are generated in Oklahoma and other markets in the southwest region. As a result, poor economic conditions in Oklahoma or other markets in the southwest region may cause BOK Financial to incur losses associated with higher default rates and decreased collateral values in BOK Financial's loan portfolio. A regional economic downturn could also adversely affect revenue from brokerage and trading activities, mortgage loan originations and other sources of fee-based revenue. ADVERSE ECONOMIC FACTORS AFFECTING PARTICULAR INDUSTRIES COULD HAVE A NEGATIVE EFFECT ON BOK FINANCIAL CUSTOMERS AND THEIR ABILITY TO MAKE PAYMENTS TO BOK FINANCIAL. Certain industry-specific economic factors also affect BOK Financial. For example, a portion of BOK Financial's total loan portfolio is comprised of loans to borrowers in the energy and agricultural industries, both of which are historically cyclical industries. Low commodity prices may adversely affect those industries and, consequently, may affect BOK Financial's business negatively. In addition, BOK Financial's loan portfolio includes commercial real estate loans. A downturn in the real estate industry in Oklahoma and the Southwest region could also have an adverse effect on BOK Financial's operations. FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT BOK FINANCIAL'S BUSINESS. BOK Financial's business is highly sensitive to: o the monetary policies implemented by the Federal Reserve Board, including the discount rate on bank borrowings and changes in reserve requirements, which affect BOK Financial's ability to make loans and the interest rates we may charge; 9 o changes in prevailing interest rates, due to the dependency of BOK Financial's banks on interest income; o open market operations in U.S. Government securities. Significant increase in market interest rates, or the perception that an increase may occur, could adversely affect both BOK Financial's ability to originate new loans and BOK Financial's ability to grow. Conversely, a decrease in interest rates could result in acceleration in the payment of loans, including loans underlying BOK Financial's holdings of mortgage-backed securities and termination of BOK Financial's mortgage servicing rights. In addition, changes in market interest rates, changes in the relationships between short-term and long-term market interest rates or changes in the relationships between different interest rate indices, could affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income. An increase in market interest rates also could adversely affect the ability of BOK Financial's floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and net charge-offs, which could adversely affect BOK Financial's business. BOK FINANCIAL'S SUBSTANTIAL HOLDINGS OF MORTGAGE-BACKED SECURITIES AND MORTGAGE SERVICING RIGHTS COULD ADVERSELY AFFECT BOK FINANCIAL'S BUSINESS. BOK Financial has invested a substantial amount of its holdings in mortgage-backed securities, which are investment interests in pools of mortgages. Mortgage-backed securities are highly sensitive to changes in interest rates. BOK Financial mitigates this risk somewhat by investing principally in shorter duration mortgage products, which are less sensitive to changes in interest rates. A significant decrease in interest rates could lead mortgage holders to refinance the mortgages constituting the pool backing the securities, subjecting BOK Financial to a risk of prepayment and decreased return on investment due to subsequent reinvestment at lower interest rates. Conversely, a significant increase in interest rates could cause mortgage holders to extend the term over which they repay their loans, which delays the Company's opportunity to reinvest funds at higher rates. In addition, as part of BOK Financial's mortgage banking business, BOK Financial has substantial holdings of mortgage servicing rights. The value of these rights is also very sensitive to changes in interest rates. Falling interest rates tend to increase loan prepayments, which may lead to cancellation of the related servicing rights. BOK Financial's investments and dealings in mortgage-related products increase the risk that falling interest rates could adversely affect BOK Financial's business. BOK Financial attempts to manage this risk by maintaining an active hedging program for its mortgage servicing rights. BOK Financial's hedging program has only been partially successful in recent years. SUBSTANTIAL COMPETITION COULD ADVERSELY AFFECT BOK FINANCIAL. Banking is a competitive business. BOK Financial competes actively for loan, deposit and other financial services business in Oklahoma, as well as in BOK Financial's other markets. BOK Financial's competitors include a large number of small and large local and national banks, savings and loan associations, credit unions, trust companies, broker-dealers and underwriters, as well as many financial and nonfinancial firms that offer services similar to BOK Financial's. Large national financial institutions have entered the Oklahoma market. These institutions have substantial capital, technology and marketing resources. Such large financial institutions may have greater access to capital at a lower cost than BOK Financial does, which may adversely affect BOK Financial's ability to compete effectively. 10 BOK Financial has expanded into markets outside of Oklahoma, where it competes with a large number of financial institutions that have an established customer base and greater market share than BOK Financial. BOK Financial may not be able to continue to compete successfully in these markets outside of Oklahoma. With respect to some of its services, BOK Financial competes with non-bank companies that are not subject to regulation. The absence of regulatory requirements may give non-banks a competitive advantage. ADVERSE FACTORS COULD IMPACT BOK FINANCIAL'S ABILITY TO IMPLEMENT ITS OPERATING STRATEGY. Although BOK Financial has developed an operating strategy which it expects to result in continuing improved financial performance, BOK Financial cannot assure you that it will be successful in fulfilling this strategy or that this operating strategy will be successful. Achieving success is dependent upon a number of factors, many of which are beyond BOK Financial's direct control. Factors that may adversely affect BOK Financial's ability to implement its operating strategy include: o deterioration of BOK Financial's asset quality; o inability to control BOK Financial's noninterest expenses; o inability to increase noninterest income; o deterioration in general economic conditions, especially in BOK Financial's core markets; o decreases in net interest margins; o increases in competition; o adverse regulatory developments. BANKING REGULATIONS COULD ADVERSELY AFFECT BOK FINANCIAL. BOK Financial and its subsidiaries are extensively regulated under both federal and state law. In particular, BOK Financial is subject to the Bank Holding Company Act of 1956 and the National Bank Act. These regulations are primarily for the benefit and protection of BOK Financial's customers and not for the benefit of BOK Financial's investors. In the past, BOK Financial's business has been materially affected by these regulations. For example, regulations limit BOK Financial's business to banking and related businesses, and they limit the location of BOK Financial's branches and offices, as well as the amount of deposits that it can hold in a particular state. These regulations may limit BOK Financial's ability to grow and expand into new markets and businesses. Additionally, under the Community Reinvestment Act, BOK Financial is required to provide services in traditionally underserved areas. BOK Financial's ability to make acquisitions and engage in new business may be limited by these requirements. The Federal Deposit Insurance Corporation Improvement Act of 1991 and the Bank Holding Company Act of 1956, and various regulations of regulatory authorities, require us to maintain specified capital ratios. Any failure to maintain required capital ratios would limit the growth potential of BOK Financial's business. 11 Under a long-standing policy of the Board of Governors of the Federal Reserve System, a bank holding company is expected to act as a source of financial strength for its subsidiary banks. As a result of that policy, BOK Financial may be required to commit financial and other resources to its subsidiary banks in circumstances where we might not otherwise do so. The trend toward extensive regulation is likely to continue in the future. Laws, regulations or policies currently affecting us and BOK Financial's subsidiaries may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, BOK Financial's business may be adversely affected by any future changes in laws, regulations, policies or interpretations. STATUTORY RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS AND DEBTS OF BOK FINANCIAL'S SUBSIDIARIES COULD LIMIT AMOUNTS BOK FINANCIAL'S SUBSIDIARIES MAY PAY TO BOK FINANCIAL. BOK Financial is a bank holding company, and a substantial portion of BOK Financial's cash flow typically comes from dividends that BOK Financial's bank and nonbank subsidiaries pay to BOK Financial. Various statutory provisions restrict the amount of dividends BOK Financial's subsidiaries can pay to BOK Financial without regulatory approval. Management also developed, and the BOK Financial board of directors approved, an internal capital policy that is more restrictive than the regulatory capital standards. In addition, if any of BOK Financial's subsidiaries liquidates, that subsidiary's creditors will be entitled to receive distributions from the assets of that subsidiary to satisfy their claims against it before BOK Financial, as a holder of an equity interest in the subsidiary, will be entitled to receive any of the assets of the subsidiary. If, however, BOK Financial is a creditor of the subsidiary with recognized claims against it, BOK Financial will be in the same position as other creditors. ALTHOUGH PUBLICLY TRADED, BOK FINANCIAL'S COMMON STOCK HAS SUBSTANTIALLY LESS LIQUIDITY THAN THE AVERAGE TRADING MARKET FOR A STOCK QUOTED ON THE NASDAQ NATIONAL MARKET SYSTEM. A relatively small fraction of BOK Financial's outstanding common stock is actively traded. The risks of low liquidity include increased volatility of the price of BOK Financial's common stock. Low liquidity may also limit holders of BOK Financial's common stock in their ability to sell or transfer BOK Financial's shares at the price, time and quantity desired. BOK FINANCIAL'S PRINCIPAL SHAREHOLDER CONTROLS A MAJORITY OF BOK FINANCIAL'S COMMON STOCK. Mr. George B. Kaiser owns a majority of the outstanding shares of BOK Financial's common stock. Mr. Kaiser is able to elect all of BOK Financial's directors and effectively control the vote on all matters submitted to a vote of BOK Financial's common shareholders. Mr. Kaiser's ability to prevent an unsolicited bid for BOK Financial or any other change in control could have an adverse effect on the market price for BOK Financial's common stock. A substantial majority of BOK Financial's directors are not officers or employees of BOK Financial or any of its affiliates. However, because of Mr. Kaiser's control over the election of BOK Financial's directors, he could change the composition of BOK Financial's Board of Directors so that it would not have a majority of outside directors. POSSIBLE FUTURE SALES OF SHARES BY BOK FINANCIAL'S PRINCIPAL SHAREHOLDER COULD ADVERSELY AFFECT THE MARKET PRICE OF BOK FINANCIAL'S COMMON STOCK. Mr. Kaiser has the right to sell shares of BOK Financial's common stock in compliance with the federal securities laws at any time, or from time to time. The federal securities laws will be the only 12 restrictions on Mr. Kaiser's ability to sell. Because of his current control of BOK Financial, Mr. Kaiser could sell large amounts of his shares of BOK Financial's common stock by causing BOK Financial to file a registration statement that would allow him to sell shares more easily. In addition, Mr. Kaiser could sell his shares of BOK Financial's common stock without registration under Rule 144 of the Securities Act. Although BOK Financial can make no predictions as to the effect, if any, that such sales would have on the market price of BOK Financial's common stock, sales of substantial amounts of BOK Financial's common stock, or the perception that such sales could occur, would adversely affect market prices. If Mr. Kaiser sells or transfers his shares of BOK Financial's common stock as a block, another person or entity could become BOK Financial's controlling shareholder. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2 - PROPERTIES BOK Financial and its subsidiaries own and lease improved real estate that is carried at $123 million, net of depreciation and amortization. The Company's principal offices are located in leased premises in the Bank of Oklahoma Tower, Tulsa, Oklahoma. Banking offices are primarily located in Tulsa and Oklahoma City, Oklahoma, Dallas-Forth Worth and Houston, Texas, Albuquerque, New Mexico, Denver, Colorado, and Phoenix, Arizona. Operations facilities are located in Tulsa, Oklahoma, Dallas, Texas, and Albuquerque, New Mexico. The Company's facilities are suitable for their respective uses and present needs. The information set forth in Notes 6 and 15 of the 2005 Annual Report provides further discussion related to properties and is incorporated herein by reference. ITEM 3 - LEGAL PROCEEDINGS The information set forth in Note 15 of the 2005 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, 2005. 13 PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES BOK Financial's $.00006 par value common stock is traded on the Nasdaq Stock Market under the symbol BOKF. As of March 1, 2006, common shareholders of record numbered 1,143 with 66,955,508 shares outstanding. The highest and lowest closing bid price for shares of BOK Financial common stock follows: First Second Third Fourth --------------- -------------- -------------- --------------- 2005: Low $39.79 $40.09 $45.26 $43.54 High 48.97 46.02 49.30 48.53 2004: Low $37.48 $37.29 $38.95 $44.33 High 39.91 41.20 45.45 49.18 The Company had a stock repurchase plan that was initially authorized by the Company's board of directors on February 24, 1998 and amended on May 25, 1999. Under the terms of that plan, the Company could repurchase up to 800,000 shares of its common stock. As of March 31, 2005, the Company had repurchased 638,642 shares under that plan. On April 26, 2005, the Company's board of directors terminated this authorization and replaced it with a new stock repurchase plan authorizing the Company to repurchase up to two million shares of the Company's common stock. The specific timing and amount of shares repurchased will vary based upon market conditions, securities law limitations and other factors. Repurchases may be made over time in open market or privately negotiated transactions. The repurchase program may be suspended or discontinued at any time without prior notice. As of December 31, 2005, the Company had repurchased 30,000 shares under the new plan for $1.3 million. During the second quarter of 2005, the board of directors approved the Company's first quarterly cash dividend of $0.10 per common share. The quarterly cash dividend replaced the annual dividend historically paid in shares of common stock. Concurrent with the first quarterly cash dividend, holders of the Company's convertible preferred stock exercised their conversion rights. All of the Series A Preferred Stock was converted into 6,920,666 common shares. For the year ended December 31, 2005, the Company's payout ratio of common dividends to earnings was 9.91%. 14 The following table provides information with respect to purchases made by or on behalf of the Company or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company's common stock during the three months ended December 31, 2005. - ---------------------------------------- ------------------- ----------------- ------------------------ --------------------- Total Number of Shares Maximum Number of Purchased as Part of Shares that May Yet Total Number of Average Price Publicly Announced Be Purchased Under Period Shares Purchased (1) Paid per Share Plans or Programs the Plans - ---------------------------------------- ------------------- ----------------- ------------------------ --------------------- October 1, 2005 to October 31, 2005 13,552 $45.63 - 1,970,000 - ---------------------------------------- ------------------- ----------------- ------------------------ --------------------- November 1, 2005 to November 30, 2005 16,989 $47.14 - 1,970,000 - ---------------------------------------- ------------------- ----------------- ------------------------ --------------------- December 1, 2005 to December 31, 2005 43,960 $46.64 - 1,970,000 - ---------------------------------------- ------------------- ----------------- ------------------------ --------------------- Total 74,501 - - ---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
(1) The Company routinely repurchases mature shares from employees to cover the exercise price and taxes in connection with employee stock option exercises. 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 "Off-Balance Sheet Arrangements" heading within the Management's Discussion and Analysis section and in Note 16 of the 2005 Annual Report. The information set forth under the headings "Table 1 - Consolidated Selected Financial Data," "Table 5 - Selected Quarterly Financial Data," "Borrowings and Capital," and Note 16 of the 2005 Annual Report is incorporated herein by reference. ITEM 6 - SELECTED FINANCIAL DATA The information set forth under the heading "Table 1 - Consolidated Selected Financial Data" of the 2005 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 headings "Management's Discussion and Analysis," "Annual Financial Summary - Unaudited" and "Quarterly Financial Summary - Unaudited" of the 2005 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 heading "Market Risk" within the Management's Discussion and Analysis section of the 2005 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 15 forth under the "Off-Balance Sheet Arrangements" heading within the Management's Discussion and Analysis section and in Note 16 of the 2005 Annual Report. Additional information regarding market risk is set forth under the "Loans" heading within the Management's Discussion and Analysis section of the 2005 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" heading within the Management's Discussion and Analysis section of the 2005 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 2005 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 March 10, 2006, which appears on page 37 of the 2005 Annual Report, and the Selected Quarterly Financial Data in Table 5. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 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 control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the Company's fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. The Report of Management on Financial Statements and Management's Report on Internal Control over Financial Reporting appear on Page 36 of the 2005 Annual Report and are incorporated herein by reference. The independent registered public accounting firm, Ernst & Young, LLP, has audited the financial statements included in the 2005 Annual Report and has issued an audit report on management's assessment of the internal control over financial reporting, which appears on Page 38 of the 2005 Annual Report and is incorporated herein by reference. ITEM 9B - OTHER INFORMATION None. 16 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information set forth under the headings "Election of Directors," "Executive Compensation" and "Risk Oversight and Audit Committee" in BOK Financial's 2006 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 heading "Executive Compensation" in BOK Financial's 2006 Annual Proxy Statement is incorporated herein by reference. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information set forth under the headings "Security Ownership of Certain Beneficial Owners and Management" and "Election of Directors" in BOK Financial's 2006 Annual Proxy Statement is incorporated herein by reference. The information set forth under the heading "Equity Compensation Plan Information" in BOK Financial's 2006 Annual Proxy Statement is incorporated herein by reference. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the heading "Certain Transactions" in BOK Financial's 2006 Annual Proxy Statement is incorporated herein by reference. The information set forth under Note 14 of the 2005 Annual Report is incorporated herein by reference. ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES The information set forth under the heading "Principal Accountant Fees and Services" in BOK Financial's 2006 Annual Proxy Statement is incorporated herein by reference. 17 PART IV ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements The following financial statements and reports are incorporated by reference from the 2005 Annual Report: Exhibit 13 2005 Annual Report Description Page Number Consolidated Selected Financial Data 1 Selected Quarterly Financial Data 13 Report of Management on Financial Statements and Management's Report on Internal Control over Financial Reporting 36 Reports of Independent Registered Public Accounting Firm 37 - 38 Consolidated Statements of Earnings for the years ended December 31, 2005, 2004 and 2003 39 Consolidated Balance Sheets as of December 31, 2005 and 2004 40 Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 41 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2005, 2004 and 2003 42 - 43 Notes to Consolidated Financial Statements 44 - 75 Annual Financial Summary - Unaudited 76 - 77 Quarterly Financial Summary - Unaudited 78 - 79 (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. 18 (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 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 (d) 409A Deferred Compensation Agreement between Stanley A. Lybarger and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4 (d) of Form 8-K filed on January 5, 2005. 10.4 (e) Guaranty by George B. Kaiser in favor of Stanley A. Lybarger dated March 7, 2005, incorporated by reference to Exhibit 10.4 (e) of Form 10-K for the fiscal year ended December 31, 2004. 19 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, incorporated by reference to Exhibit 10.4.2 of Form 10-K for the fiscal year ended December 31, 2003. 10.4.2 (a) 409A Deferred Compensation Agreement between Steven G. Bradshaw and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.2 (a) of Form 8-K filed on January 5, 2005. 10.4.2 (b) Employment Agreement between BOK Financial and Steven G. Bradshaw dated September 29, 2003, incorporated by reference to Exhibit 10.4.2 (b) of Form 10-K for the fiscal year ended December 31, 2004. 10.4.3 Amended and Restated Deferred Compensation Agreement (Amended as of December 1, 2003) between William Jeffrey Pickryl and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.3 of Form 10-K for the fiscal year ended December 31, 2003. 10.4.3 (a) 409A Deferred Compensation Agreement between William Jeffrey Pickryl and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.3 (a) of Form 8-K filed on January 5, 2005. 10.4.3 (b) Employment Agreement between BOK Financial and W. Jeffrey Pickryl dated September 29, 2003, incorporated by reference to Exhibit 10.4.3 (b) of Form 10-K for the fiscal year ended December 31, 2004. 10.4.3 (c) Amendment to Employment Agreement between BOK Financial and W. Jeffrey Pickryl dated August 30, 2004, incorporated by reference to Exhibit 10.4.3 (c) of Form 10-K for the fiscal year ended December 31, 2004. 10.4.3 (d) Supplemental Executive Income Agreement dated December 20, 2005 between W. Jeffrey Pickryl and BOK Financial Corporation, incorporated by reference to Exhibit 99 (a) of Form 8-K filed on December 22, 2005. 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., incorporated by reference to Exhibit 10.4.4 of Form 10-K for the fiscal year ended December 31, 2003. 10.4.5 409A Deferred Compensation Agreement between Daniel H. Ellinor and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.5 of Form 8-K filed on January 5, 2005. 10.4.5 (a) Employment Agreement between BOK Financial and Dan H. Ellinor dated August 29, 2003, incorporated by reference to Exhibit 10.4.5 (a) of Form 10-K for the fiscal year ended December 31, 2004. 20 10.4.5 (b) Deferred Compensation Agreement dated November 28, 2003 between Daniel H. Ellinor and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.5 (b) of Form 10-K for the fiscal year ended December 31, 2004. 10.4.6 409A Deferred Compensation Agreement between Mark W. Funke and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.6 of Form 8-K filed on January 5, 2005. 10.4.6 (a) Amended and Restated Deferred Compensation Agreement (Amended as of December 1, 2003) between Mark W. Funke and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.6 (a) of Form 10-K for the fiscal year ended December 31, 2004. 10.4.7 409A Deferred Compensation Agreement between Steven E. Nell and BOK Financial Corporation dated December 31, 2004, incorporated by reference to Exhibit 10.4.7 of Form 8-K filed on January 5, 2005. 10.4.7 (a) Amended and Restated Deferred Compensation Agreement (Amended as of December 1, 2003) between Steven E. Nell and BOK Financial Corporation, incorporated by reference to Exhibit 10.4.7 (a) of Form 10-K for the fiscal year ended December 31, 2004. 10.4.8 Employment Agreement dated August 1, 2005 between BOK Financial Corporation and Donald T. Parker, incorporated by reference to Exhibit 99 (a) of Form 8-K filed on February 1, 2006. 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 21 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. 22 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. 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. 23 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. 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. 24 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, incorporated by reference to Exhibit 10.32 of Form 10-K for the fiscal year ended December 31, 2003. 10.33Merger Agreement between BOK Financial Corporation, BOKF Merger Corporation Number Eight, Valley Commerce Bank, and Valley Commerce Bancorp, Ltd. dated December 20, 2004, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on December 22, 2004. 13.0 Annual Report to Shareholders for the fiscal year ended December 31, 2005. 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, filed herewith. 23.0 Consent of independent registered public accounting firm - Ernst & Young LLP, filed herewith. 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 (a) Credit Agreement dated December 2, 2005 between BOK Financial Corporation and participating lenders, incorporated by reference to Exhibit 99 (a) of Form 8-K filed December 6, 2005. 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. 99.5 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. 25 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. 333-93957 for 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) Exhibits See Item 15 (a) (3) above. (c) Financial Statement Schedules See Item 15 (a) (2) above. 26 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 15, 2006 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 15, 2006, 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/ Gregory S. Allen /s/ V. Burns Hargis - ------------------------------------- ------------------------------------- Gregory S. Allen V. Burns Hargis /s/ C. F. Ball, Jr. /s/ E. Carey Joullian, IV - ------------------------------------- ------------------------------------- C. Fred Ball, Jr. E. Carey Joullian, IV /s/ Sharon J. Bell /s/ Judith Z. Kishner - ------------------------------------- ------------------------------------- Sharon J. Bell Judith Z. Kishner /s/ David L. Kyle - ------------------------------------- ------------------------------------- Peter C. Boylan, III David L. Kyle /s/ Chester Cadieux, III /s/ Robert J. LaFortune - ------------------------------------- ------------------------------------- Chester Cadieux, III Robert J. LaFortune /s/ Joseph E. Cappy /s/ Steven J. Malcolm - ------------------------------------- ------------------------------------- Joseph E. Cappy Steven J. Malcolm /s/ Paula Marshall-Chapman - ------------------------------------- ------------------------------------- William E. Durrett Paula Marshall-Chapman /s/ Robert G. Greer /s/ James A. Robinson - ------------------------------------- ------------------------------------- Robert G. Greer James A. Robinson /s/ David F. Griffin - ------------------------------------- David F. Griffin EX-13 2 annual2005.txt 12/31/05 ANNUAL REPORT TO SHAREHOLDERS Exhibit 13.0 RELATIONSHIPS DRIVE RESULTS BOK FINANCIAL CORPORATION | 2005 ANNUAL REPORT Map shown and accompanied by the captions: COLORADO Since BOKF acquired Colorado State Bank & Trust, N.A. in 2003, average assets have more than doubled to $874 million. The newly opened Orchard Falls branch makes five full service locations in the Denver area, including two in Douglas County - one of the top 20 fastest growing counties in the U.S. KANSAS/MISSOURI The Kansas City loan production office has outstanding loan commitments exceeding $300 million at December 31, 2005. We've been serving retail clients in the Kansas City market since 1999 through our investment center and our two morgage origination offices, with one on either side of the state line. OKLAHOMA With 74 full-service banking locations statewide complemented by an extensive ATM network, Bank of Oklhoma, N.A. is the state's leading bank, with twice the deposit market share of our closest competitor. We also are the leader in trust, commercial and cosnumer lending, transaction card services and public finance. ARKANSAS Bank of Arkansas, N.A.'s two full service branches are located in the northwest region of the state where the economy is flourishing. Our third branch is scheduled to open in Bentonville in the third quarter of 2006. Our largest institutional investments sales office is located in the state's capital of Little Rock. TEXAS Since BOKF's entry in the Texas market in 1997, average assets have grown to $3.4 billion. With 23 banking locations in the Dallas/Fort Worth area and another 14 locations in the Houston area, Bank of Texas, N.A. is now the eighth largest bank headquartered in the state and contributes 25% of BOKF earnings. NEW MEXICO Beginning as a consumer branch network acquired in 1998, Bank of Albuquerque, N.A. has grown to the fourth largest bank in Albuquerque as measured by deposit market share. Our 19 convenient locations in Albuquerque are complemented by one full service location in Santa Fe. ARIZONA After entering the dynamic Phoenix market in 2004 with a successful loan production office, BOKF acquired a bank in 2005 which it subsequently renamed Bank of Arizona, N.A. The two full service branches are located in the Phoenix/Scottsdale area. Already one of the top ten largest cities, Phoenix is the fastest growing city in the U.S. FINANCIAL HIGHLIGHTS (Dollars in Thousands Except Per Share Data) 2005 2004 2003 For the year: Net income $ 201,505 $179,023 $158,360 Period-end: Loans 9,139,978 7,928,967 7,483,889 Assets 16,252,907 14,145,660 13,595,598 Deposits 11,375,318 9,674,398 9,219,863 Shareholders' equity 1,539,154 1,398,494 1,228,630 Nonperforming assets(1) 33,638 56,423 59,867 Profitability Statistics Earnings per share (based on average equivalent shares): Basic $ 3.14 $ 3.00 $ 2.67 Diluted 3.01 2.68 2.38 Percentages (based on daily averages): Return on average assets 1.29 % 1.28 % 1.24 % Return on average shareholders' equity 13.78 13.80 13.66 Common Stock Performance Per Share: Book value per common share $ 23.07 $ 23.28 $ 20.60 Market price: December 31 close 45.43 48.76 38.72 Selected Balance Sheet Statistics Period-end: Tier 1 capital ratio 9.84 % 10.02 % 9.15 % Total capital ratio 12.10 11.67 11.31 Leverage ratio 8.30 7.94 7.17 Reserve for loan losses to non performing loans 412.83 206.26 217.89 Combined reserves for credit losses to loans (2), (3) 1.37 1.61 1.73 Miscellaneous (at December 31) Number of banking locations 150 149 142 Number of TransFund locations 1,421 1,389 1,442
(1) Includes nonaccrual loans, renegotiated loans and assets acquired in satisfaction of loans. Excludes loans past due 90 days or more and still accruing. (2) Excludes residential mortgage loans held for sale. (3) Includes reserve for loan losses and reserve for off-balance sheet credit losses. RELATIONSHIPS DRIVE RESULTS Our continued investment in building deeper, more complete relationships with our clients provided the foundation for the strong results for BOK Financial Corporation (BOKF) in 2005. Our 15th consecutive year of record earnings included net income of $201.5 million and earnings per share of $3.01 - a 12% increase over 2004. Loan growth of 15% was very strong and well-balanced, geographically and by industry. All of the BOKF subsidiary banks experienced solid growth. The banks outside Oklahoma produced over half of our growth in earnings and now represent close to 40% of BOKF's total income. Our core strategy for many years has been to provide nationally competitive products delivered with local community bank service, but others share a similar strategy. In an increasingly commoditized business, BOKF has been successful by being more creative, flexible, and responsive than the competition. BOKF's greatest strength is the ability to attract and retain top talent and create an environment which helps talented and entrepreneurial people excel. It is the interplay of these factors and strong relationships with our customers that has significantly enhanced shareholder value over the past 15 years. In addition to the robust financial accomplishments in 2005, we continued to build the foundation for future growth. In April, we completed our first acquisition in Phoenix, Arizona which we subsequently renamed Bank of Arizona. We added significantly to our talent in Houston in the first half of the year, and benefited from accelerated growth in the second half, increasing loans at a 30% annualized rate. In the fourth quarter, we added a team of talented local bankers in Kansas City to provide agribusiness and middle market lending services to continue to increase our presence in a market where, despite no full-service banking locations, we have enjoyed solid growth. We also laid the groundwork for successful expansion into the Tucson, Arizona and Boulder, Colorado markets in 2006. Another notable achievement in 2005 was the addition of two key members to the management team. Don Parker joined BOKF to lead our Operations and Technology Division. Don is committed to ensuring that the quality of our service and support provides a competitive edge for BOKF as we continue to grow. We also named Jean-Claude Gruet to lead our equity investment management group. Jean-Claude is charged with substantially expanding our offering and delivering top tier performance to our clients. As we look forward to 2006, we remain focused on building on the strong record of earnings growth that has been the hallmark of BOKF. Our diverse sources of non-interest revenue, which in total comprised 44% of total revenue in 2005, provide stability and growth during periods when the interest rate or credit environments are less favorable. The outstanding growth potential of our regional markets should yield continued strong loan and deposit growth as well as expansion opportunities for our fee-based lines of business. Our success, past and future, is dependent upon people. The faces you see in this year's annual report represent the thousands of talented BOKF team members who continue to work hard for our clients. Their efforts enable us to be a provider of choice in the markets we serve. We want to express our appreciation to all the members of the BOKF team and the many thousands of loyal customers they serve. /s/ George B. Kaiser /s/ Stanley A. Lybarger ___________________________ ____________________________________ Chairman President and Chief Executive Officer COMMERCIAL BOKF remains steadfastly focused on developing long term banking relationships by partnering with our commercial clients to provide the financing and services they need to grow and prosper. Our experienced, knowledgeable bankers work closely with each client to determine their specific needs and offer innovative solutions. We offer a wide range of financial products and services including loan and lease financing, treasury and cash management, international trade services and even financial risk management, including interest rate, energy, foreign exchange and cattle hedging products. Growth in the commercial loan portfolio is evidence of our forte in middle market and small business lending. While our five year compound average growth rate is a strong 10%, the commercial loan portfolio grew 18% in 2005. In 2005, we made an investment in technology to enhance our client service capabilities to allow us to more efficiently offer our full range of financial products and services. With our new sales force automation initiative, our bankers are in a better position to evaluate a client's financial needs, opportunities and profitability. This integrated system facilitates cross selling and enables predictive selling. Another important benefit of this initiative is that our bankers are spending less time in their offices at their computers and more time with existing and potential clients. Though we are just beginning to reap the benefits, the payoff is clear. In Oklahoma in 2005, commercial lending relationships with new clients were up 35% compared to the prior year. As we have sought out new business, we have continued to uphold our conservative underwriting standards. Our centralized credit oversight is efficient and our well defined and consistently applied standards ensure the quality of the portfolio. While our five year average is more indicative of our long term commercial credit losses, in 2005, net chargeoffs decreased to 12 basis points while nonperforming assets decreased from 70 basis points in 2004 to 23 basis points. COMMERCIAL LOANS in Billions graph shown here. Data points are: 01 $5.0 02 $5.4 03 $6.0 04 $6.2 05 $7.3 COMMERCIAL NET CHARGE-OFF RATIO graph shown here. Data points are: 01 .34 02 .23 03 .27 04 .21 05 .12 COMMERCIAL LOAN PORTFOLIO graph shown here. Data points are: Energy 19% Manufacturing 7% Wholesale Retail 11% Agricultural 4% Healthcare 7% Services 20% Other Commercial & Industrial 5% Commercial Real Estate 27% REGIONAL The core strategies for Regional Banking focus on developing and enhancing client relationships by providing highly qualified, empowered relationship managers that take a personal interest in their clients. While we centralize administrative and back office functions, we place a premium on maintaining local independence in client service areas. To execute our strategy for local growth, we seek out proven talent with tenure and influence. With the right people in the right markets, the results are outstanding - our five year compound annual growth rate is 19% for loans and 25% for deposits. Our well established local management enables us to be responsive; our growing scale enables us to be increasingly efficient while offering a complete range of services. By delivering sophisticated products with a highly responsive personal touch, Regional Banking fueled over half of BOKF's growth in loans, deposits and earnings since 2001. Beginning with our entry in Dallas, Texas in 1997, BOKF has carefully chosen dynamic new markets for expansion. Our loan and deposit portfolios are increasingly reflecting our geographic diversity. Markets outside Oklahoma fueled 60% of the growth in loans and deposits in 2005 and accounted for 41% of the portfolios at year end. Regional Banking's contribution to net income has grown from 28% in 2001 to 38% in 2005. During this period, gross revenue has grown at a compound annual rate of 21%. There are opportunities for significant growth in fee revenue as we continue to export our services in our newer markets. Though organic growth continues to be our primary focus, we will continue to pursue acquisition opportunities in our footprint that would benefit our clients and shareholders. Of the $6.4 billion in average assets outside Oklahoma, $2.4 billion were acquired. Our disciplined acquisition approach and effective integration yield impressive returns. Bank of Albuquerque, N.A., acquired in 1998, generated a 21% return on invested capital in 2005, while Bank of Texas, N.A., which is far from maturity, generated 14%. REVENUES BY STATE graph shown here. Data points are: 2001 2005 OK 72% 61% TX 19% 22% NM 7% 8% AR 2% 3% CO 0% 5% AZ 0% 1% REGIONAL DIVESITY - LOANS BY MARKET in Millions graph shown here. Data points are: OK All Other Areas 01 68% 32% 02 66% 34% 03 62% 38% 04 62% 38% 05 59% 41% REGIONAL DIVERSITY - DEPOSITS BY MARKET in Millions graph shown here. Data points are: OK All Other Areas 01 69% 31% 02 66% 34% 03 63% 37% 04 62% 38% 05 59% 41% CONSUMER We value our clients and strive to deliver the best advice and service for each client's unique situation. The core of our Perfect Banking strategy, launched in 2001, is to create an exceptional client experience during each and every contact. The process includes a continuous training program centered on improvement and features a client profile designed to help identify needs that can be satisfied through an expanded relationship with our bank. The success of this program is demonstrated by the 26% compound annual growth rate over the last five years in sales points, which measure the profit contribution of new business. Helping our clients make the best possible financial decisions sets us apart from other transaction-focused retail banks. Consumer Banking's vision strives to benefit each of our primary constituents; our clients receive quality assistance, our employees experience career growth and job satisfaction, and our shareholders gain from the ultimate result of increased profit. The results are exceptional. Since 2001, consumer deposits and fee income have grown at annual compound rates of 10% and 23%, respectively. Our footprint provides ample opportunity for this impressive growth to continue. Ten of the 28 counties we serve are among the 100 fastest growing counties in the United States as measured by numerical increase in population. We understand that time and value are paramount to today's consumers so we offer more conveniences and benefits. In addition to free checking, our clients enjoy free online bill pay. Nearly 30% of our clients utilize our free online banking service while the number of bill pay users has increased five-fold since late 2003. Forty eight of our 137 branches are instore locations which are open extended hours. A client service representative is available 24 hours a day, 7 days a week at ExpressBank, our contact center. In 2005, ExpressBank celebrated its 10th year of continuous service, averaging 790,000 phone calls each month, 124,000 of which are handled by a live ExpressBanker located in one of our domestic offices. CONSUMER DEPOSITS & FEE INCOME graph shown here. Data points are: Consumer Deposits Fee Income 01 $2.9 Billion $39.0 Million 02 $3.1 Billion $52.6 Million 03 $3.6 Billion $66.0 Million 04 $4.1 Billion $80.7 Million 05 $4.5 Billion $94.9 Million SALES POINTS graph shown here. Data points are: 01 380 thousand 02 520 thousand 03 590 thousand 04 640 thousand 05 750 thousand NUMBER OF PERSONAL CHECKING ACCOUNTS graph shown here. Data points are: 01 175 thousand 02 200 thousand 03 229 thousand 04 257 thousand 05 279 thousand TRANSACTION CARD Transaction cards are a fundamental part of our client relationships. For over 25 years, TransFund, our electronic funds transfer network, has been offering integrated payment solutions to merchants and financial institutions. Merchant services, which includes revenue from processing card transactions for over 7,000 merchant locations, represents 35% of TransFund's 2005 revenue. Network revenue, which includes debit card support and processing for more than 360 financial institutions in 12 states, represents 43% of revenue while check card transaction revenue represents the remaining 22%. As the 10th largest ATM network, TransFund has over 1,400 ATMs conveniently located in financial institutions, grocery stores and convenience stores. While TransFund's 16% five year compound annualized growth rate in transaction volume is partially attributed to the impressive growth in BOKF's deposit client base, much of it is due to our sales efforts to other financial institutions. The number of clients outside Oklahoma has increased 50% in the last five years. TransFund's 1.5 million cardholders throughout a 12 state area have come to rely on the red and white TransFund logo. TransFund's 13% compound annualized revenue growth rate over the last five years is a direct result of our focus on client relationships. Though we do offer a cost advantage over the competition with our surcharge- free zones, it is our unparalleled reputation for quality service that attracts and maintains business. From the first contact to the on-site personalized training, our dedicated, knowledgeable EFT professionals, many of whom have more than 20 years of service with the company, guide financial institutions through the process of implementation and growth. TRANSACTION CARD REVENUE in Millions graph shown here. Data points are: 01 $44 02 $52 03 $57 04 $65 05 $72 MERCHANT SALES PROCESSED in Millions graph shown here. Data points are: 01 701 02 836 03 1,008 04 1,107 05 1,188 TRANSACTION VOLUME in Millions graph shown here. Data points are: Purchases ATM 01 50 45 02 65 48 03 81 50 04 99 50 05 118 49 WEALTH MANAGEMENT BOKF's wealth management group provides a wide range of trust and private financial services to affluent individuals, businesses and non-profit agencies. Trust services include personal trust, estate and retirement planning, investment management, retirement and institutional benefits, and corporate trust as well as mineral and real estate management. Total trust assets grew 16% in 2005, totaling $28 billion at year end, while discretionary assets grew 22% to $11 billion. Our talented team of employees value the relationships we have with our clients and work very hard to find solutions to client needs instead of forcing a one-size-fitsall product. During 2005, this was best illustrated through the introduction of our wealth management investment team. The team is comprised of talented and experienced professionals from our brokerage, trust, investment management, and private financial services units. Their focus is to provide a broad and detailed set of unique solutions to ensure that each client has a financial advisory strategy that will achieve their stated goals and objectives. Our bankers strive to earn the role of "trusted advisor" to our clients by gaining their trust, providing useful, personalized advice and building relationships. Our success is reflected in the 13% increase in fee revenue. BOKF's proprietary mutual fund family, the American Performance Funds, includes money market, equity and fixed income investment options. Four of our 13 funds rank in the top 10% of their Lipper peer groups for the calendar year 2005. The American Performance Intermediate Bond Fund was ranked #1 for the calendar year 2005 according to Lipper. During 2005, we began an initiative to expand our equity product offerings. We recently implemented a strategic effort to expand our distribution capabilities and increase assets under management in our mutual funds which grew 24% in 2005 to $3.2 billion. TRUST FEES & COMMISSIONS in Millions graph shown here. Data points are: 01 $41 02 $40 03 $46 04 $58 05 $65 COMPOSITION OF TRUST ASSETS graph shown here. Data points are: Equity 44% Fixed Income 27% Cash 16% Other 13% TRUST ASSETS in Millions graph shown here. Data points are: Discretionary Nondiscretionary 01 $9.5 $8.7 02 $10.2 $6.9 03 $7.8 $11.7 04 $8.9 $15.7 05 $10.9 $17.5 INVESTMENT SERVICES With 165 registered representatives in offices in 10 states, our tenured investment professionals provide institutional and retail sales, investment banking and financial risk management services with an unusually high degree of personal attention and industry knowledge. Our financial consultants average over 15 years of professional experience in the industry, which is more than 5 times the industry average. As a result, we are uniquely qualified to assist individual and corporate clients in reaching their financial goals. By knowing our clients and their financial needs, we are able to provide a level of professional advice and counsel not found in other banks. Our investment professionals take a consultative approach, helping clients to select, preserve and grow assets according to their investment objectives. In 2005, we handled more than 240,000 transactions and traded in excess of $145 billion in securities for more than 25,000 institutional and individual investors. Our institutional sales professionals work closely with our commercial banking division to identify our clients' investment needs. We offer a complete line of investment products and services including bonds, commercial paper, bankers acceptances, portfolio accounting and pricing, safekeeping, analysis and educational workshops to our institutional clients which include corporations, insurance companies, foundations, pension funds, mutual funds, universities and investment advisors. Over the last five years, brokerage and trading revenue has grown at a compound annual rate of 24%. While always seeking to attract new clients, we value our existing relationships. In 2005, we created a team of three professionals who devote their efforts entirely to working with clients exiting benefit plans. Though an individual's employment with our client may end, his relationship with BOKF can continue. BROKERAGE AND TRADING REVENUE in Millions graph shown here. Data points are: 01 $20 02 $26 03 $41 04 $41 05 $44 RETAIL/INSTITUTIONAL SALES BY MARKET in Millions graph shown here. Data points are: Oklahoma Arkansas Texas Other Markets 01 17.2 5.0 1.1 0.0 02 17.9 8.4 1.3 0.2 03 18.6 20.2 2.3 1.3 04 15.5 15.7 3.2 2.7 05 14.7 14.6 4.2 3.0 COMPONENTS OF REVENUE graph shown here. Data points are: Trading/Institutional Fees 44% Brokerage Fees 24% Financial Risk Management Fees 24% Investment Banking Revenue 8% MORTGAGE Our clients will make hundreds of important decisions during their lives, but few as significant as the purchase of a new home. With 15 mortgage offices in seven states, BOKF stands ready to guide buyers through the sometimes stressful and confusing process of financing a home. From the application through the servicing of the monthly payments, BOKF's focus is on client satisfaction. BOKF's relationships continue after funding as we retain servicing rights on traditional mortgage products. We service traditional mortgage loans exceeding $4 billion for over 50,000 very satisfied families. In 2005, BOKF's mortgage unit earned FHLMC's prestigious Tier 1 designation. The ranking is based on servicing efficiency and assistance provided to homeowners, including those struggling to avoid foreclosure. For the last five years, BOKF's annual delinquency rates have averaged over 100 basis points below the national delinquency rate reported by the Mortgage Bankers' Association. As with every product and service BOKF offers, the mortgage unit serves not only our clients, but our shareholders. Though the earnings volatility introduced by the mortgage unit presents short term challenges, BOKF manages for the long term return. The mortgage business is a significant contributor to fee income and because of its counter-cyclical nature, typically enjoys strong returns when other fee business slows. From a client service perspective, by retaining servicing rights we are able to ensure our clients will continue to receive the outstanding service they have come to expect from BOKF. BOKF mortgage clients will be even better served in 2006 as we implement an initiative to integrate the mortgage unit into the Consumer Division's "Perfect Banking" experience. Our goal is to improve client service and increase bank-referred business. MORTGAGE SERVICING PORTFOLIO graphs shown here. Data points are: Oklahoma 63.48% Texas 5.85% South 11.72% West 6.87% Midwest 8.89% Northeast 3.19% Conventional Over 15 Years 57.10% Conventional 15 Years and Less 18.90% FHA 13.18% VA 10.18% Other 0.64% LOAN ORIGINATIONS in Millions graph shown here. Data points are: 01 $1,128 02 $1,253 03 $1,538 04 $893 05 $910 COMMUNITY DEVELOPMENT BOKF's dedication to the communities we serve is defined in our mission statement and is demonstrated in several ways in each of our markets. BOKF and its employees supported non-profit organizations with over $2.7 million in charitable grants and donations. Our employees provide leadership on boards and committees of 250 non-profit agencies and community organizations and volunteer their time for over 1,000 events and programs. In 2005, bank employees contributed more than 24,000 hours of community service. We read to inner-city school children in Oklahoma City; painted, mowed and trimmed trees for United Way agencies in Tulsa; and committed time and money to directly assist Hurricane Katrina victims taking shelter in Houston. Arkansas employees collected care package supplies for U.S. troops. In Albuquerque, our staff hosted a Spanish language call-in program for residents in need of financial services advice. Throughout our markets, employees conducted a literacy drive that collected more than 18,000 books for agencies that care for homeless and abused children and families. Through the course of these outreaches and our support of public and private endeavors, we will continue to carry on our mission of improving the quality of life in all our markets. Through our innovative Adopt-An-Agency program, BOKF has partnered with key community-based organizations in all of our markets to drive product, investment and service alternatives that provide wealth creation and asset building opportunities for low-to-moderate income families and individuals. Our work with agencies such as Mercy Housing, Community Action Project of Tulsa County and Mosaic Family Services, has a direct and lasting impact on the communities where we live and work. At BOKF, we aim to do well and do good, all at the same time. COMMUNITY DEVELOPMENT INVESTMENTS in Thousands Qualified Investments MBS Qualified Investments 03 $5,914 $31,638 04 $6,106 $81,368 05 $7,145 $129,428 COMMUNITY DEVELOPMENT LOANS in Thousands Affordable Housing Small Business CD Loans 03 $396,972 $746,376 $33,343 04 $349,144 $805,130 $29,080 05 $273,736 $713,491 $86,000 COMMUNITY SERVICE HOURS Arts 1% Board Member 36% Community Service 28% Economic Development/ Affordable Housing 1% Financial Education and Services 4% Education 7% Health and Human Services 3% Youth Programs and Activities 20% POSITIONED FOR A SUCCESSFUL FUTURE The depth and breadth of client relationships determine the growth and profitability of our company. BOKF's goal is to be our clients' lifelong financial resource fulfilling every need from consumer and commercial loans and deposit accounts to mortgage loans. As our clients' needs change, we stand ready to help them select, preserve and grow their assets. Our proven methods for generating new business and expanding services to existing clients produced solid results in 2005. For the 15th consecutive year, BOKF produced record earnings fueled by a combination of superior loan, deposit and fee revenue growth. As we reflect on the past year, we must once again thank our dedicated employees whose unwavering support for BOKF's values and implementation of our strategies is the core of our success story. Relationships drive results and our investment in people is critical to meeting our long term objectives. As we look toward the future, our focus will remain on our relationships with our employees, our clients and the communities we serve, with the ultimate goal of all of our endeavors to build long term value for our shareholders. We'll continue to foster a working environment that promotes career development and rewards initiative, innovation, enthusiasm, team work and performance. We will continue to provide our clients with the highest quality products and services, keeping in mind their need for timeliness, convenience and flexibility. We will provide leadership in all of our communities for local and regional causes, encourage and support volunteerism among our employees and financially support key civic activities that are critical to the vitality of the community. By maintaining excellence in relationship banking, we will continue to create value for our shareholders. NET INCOME AND EARNINGS PER SHARE graph shown here. Data points are: Net Income (in millions) EPS 1991 15,885 0.36 1992 29,786 0.56 1993 39,472 0.68 1994 45,065 0.77 1995 49,205 0.83 1996 54,127 0.91 1997 68,155 1.10 1998 79,611 1.26 1999 89,226 1.42 2000 100,140 1.57 2001 116,302 1.81 2002 147,871 2.30 2003 158,360 2.38 2004 179,023 2.68 2005 201,505 3.01 1 Table 1 Consolidated Selected Financial Data (Dollars In Thousands Except Per Share Data) December 31, --------------------------------------------------------------------- 2005 2004 2003 2002 2001 --------------------------------------------------------------------- Selected Financial Data For the year: Interest revenue $ 769,934 $ 614,284 $ 565,173 $ 574,913 $ 654,633 Interest expense 320,593 191,041 173,678 205,581 325,159 Net interest revenue 449,341 423,243 391,495 369,332 329,474 Provision for credit losses 12,441 20,439 35,636 33,730 37,610 Net income 201,505 179,023 158,360 147,871 114,439 Period-end: Loans, net of reserve 9,036,102 7,820,349 7,369,105 6,797,132 6,206,190 Assets 16,252,907 14,145,660 13,595,598 12,263,233 11,158,701 Deposits 11,375,318 9,674,398 9,219,863 8,128,525 6,905,744 Subordinated debentures 295,964 151,594 154,332 155,419 186,302 Shareholders' equity 1,539,154 1,398,494 1,228,630 1,099,526 832,866 Nonperforming assets (2) 33,638 56,423 59,867 56,574 50,708 Profitability Statistics Earnings per share (based on average equivalent shares): Basic $ 3.14 $ 3.00 $ 2.67 $ 2.59 $ 2.02 Diluted 3.01 2.68 2.38 2.30 1.81 Pro forma diluted earnings per share with FAS 142 and 3.01 2.68 2.38 2.30 1.95 FAS 147 Percentages (based on daily averages): Return on average assets 1.29% 1.28% 1.24% 1.31% 1.12% Return on average shareholders' equity 13.78 13.80 13.66 15.75 14.65 Average shareholders' equity to average assets 9.39 9.25 9.07 8.30 7.62 Common Stock Performance Per Share: Book value per common share (5) $ 23.07 $ 23.28 $ 20.60 $ 18.56 $ 14.62 Market price: December 31 close 45.43 48.76 38.72 32.39 31.51 Market range - High close 49.31 49.18 41.02 36.52 32.75 - Low close 39.79 37.29 31.00 26.80 21.31 Selected Balance Sheet Statistics Period-end: Tier 1 capital ratio 9.84% 10.02% 9.15% 8.98% 8.08% Total capital ratio 12.10 11.67 11.31 11.95 11.56 Leverage ratio 8.30 7.94 7.17 6.88 6.38 Reserve for loan losses to nonperforming loans 412.83 206.26 217.89 208.31 204.71 Reserve for loan losses to loans (1) 1.14 1.38 1.55 1.53 1.46 Combined reserves for credit losses to loans (1),(4) 1.37 1.61 1.73 1.72 1.66 Miscellaneous (at December 31) Number of employees (full-time equivalent) 3,825 3,548 3,449 3,402 3,392 Number of banking locations 150 149 142 130 114 Number of TransFund locations 1,421 1,389 1,442 1,390 1,325 Mortgage loan servicing portfolio (3) $4,492,524 $4,486,513 $4,746,279 $5,754,548 $ 6,645,868 ------------------------------------------------------------------------------------------------------------------------------ (1) Excludes residential mortgage loans held for sale. (2) Includes nonaccrual loans, renegotiated loans and assets acquired in satisfaction of loans. Excludes loans past due 90 days or more and still accruing. (3) Includes outstanding principal for loans serviced for affiliates. (4) Includes reserve for loan losses and reserve for off-balance sheet credit losses. (5) Conversion of Series A preferred stock added 6.9 million common shares outstanding in 2005.
2 MANAGEMENT'S ASSESSMENT OF OPERATIONS AND FINANCIAL CONDITION OVERVIEW BOK Financial Corporation ("BOK Financial" or "the Company") is a financial holding company that offers full service banking in Oklahoma, Northwest Arkansas, Dallas and Houston, Texas, Albuquerque, New Mexico, Denver, Colorado, and Phoenix, Arizona. The Company also has commercial loan production, mortgage banking and institutional sales offices in the Kansas City market. BOK Financial was incorporated in 1990 in Oklahoma and is headquartered in Tulsa, Oklahoma. Activities are governed by the Bank Holding Company Act of 1956, as amended by the Financial Services Modernization Act or Gramm-Leach-Bliley Act. Principal subsidiaries are Bank of Oklahoma, N.A., Bank of Albuquerque, N.A., Bank of Arkansas, N.A., Bank of Texas, N.A, Colorado State Bank and Trust, N.A. and Bank of Arizona, N.A. Other subsidiaries include BOSC, Inc., a broker/dealer that engages in retail and institutional securities sales and municipal bond underwriting. Our overall strategic objective is to emphasize growth in long-term value by building on our leadership position in Oklahoma and expanding into high-growth markets in contiguous states. We have a solid position in Oklahoma and are the state's largest financial institution as measured by deposit market share. Since 1997, we have expanded into Dallas and Houston, Texas, Albuquerque, New Mexico, and Denver, Colorado. During 2005, we acquired Valley Commerce Bank (subsequently renamed Bank of Arizona, N.A.) in Phoenix, Arizona. We are currently exploring opportunities for further growth in our regional markets and expansion into the Kansas City market through acquisition or de novo banking operations. Our primary focus is to provide a broad range of financial products and services, including loans and deposits, cash management services, fiduciary services, mortgage banking and brokerage and trading services to middle-market businesses, financial institutions and consumers. Our revenue sources are diversified. Approximately 43% of our revenue comes from commissions and fees. Commercial banking is a significant part of our business. Our credit culture emphasizes building relationships by making high quality loans and providing a full range of financial products and services to our customers. Our acquisition strategy targets quality organizations that have demonstrated solid growth in their business lines. We provide additional growth opportunities by hiring talent to enhance competitiveness, adding locations, and broadening product offerings. Our operating philosophy embraces local decision-making through the boards of directors for each of our bank subsidiaries. BOK Financial operates five principal lines of business: Oklahoma corporate banking, Oklahoma consumer banking, mortgage banking, wealth management, and regional banking. Mortgage banking activities include loan origination and servicing across all markets served by the Company. Wealth management provides brokerage and trading, private financial services and investment advisory services in all markets. Wealth management also provides fiduciary services in all markets except Colorado. Fiduciary services in Colorado are included in regional banking. Regional banking consist primarily of corporate and consumer banking activities in the respective local markets. PERFORMANCE SUMMARY BOK Financial's net income for 2005 totaled $201.5 million or $3.01 per diluted share compared with $179.0 million or $2.68 per diluted share in 2004. Returns on average assets and shareholders' equity were 1.29% and 13.78%, respectively, for 2005 compared with 1.28% and 13.80%, respectively, for 2004. Net income growth for 2005 was attributed primarily to increases in both net interest revenue and fees and commissions revenue, and a decrease in the provision for credit losses. Net interest revenue grew $26.1 million or 6% during 2005 while fees and commissions revenue increased $33.0 million or 11%. The provision for credit losses decreased $8.0 million compared to the previous year. Average earning assets increased $1.0 billion for 2005, including an $846 million increase in average outstanding loans. Outstanding loans increased in all of our primary markets. Much of the loan growth was focused in the commercial and commercial real estate portfolios. Growth in average earning assets was funded by a $1.2 billion increase in interest-bearing liabilities. Average interest-bearing deposits increased $839 million while short-term borrowings increased $325 million. Growth in average deposits came primarily in the Texas, Oklahoma and Colorado markets. Consumer banking and personal financial services provided much of the increases. Growth in average interest-bearing liabilities also funded a $198 million decrease in average demand deposits. Net interest margin was 3.39% for 2005, down 6 basis points from the previous year. 3 Fees and commissions totaled $345.6 million, which represented 43% of total revenue, excluding net securities and derivatives losses. Revenue grew in all business lines. Trust fees increased $7.7 million or 13% due primarily to growth in the fair value of assets and new business generated. Transaction card revenue grew $7.2 million or 11% due to transaction volumes. Other revenue increased $7.9 million due largely to fees earned on margin assets carried in support of the Company's derivatives business. Operating expenses increased $27.9 million or 6% compared with 2004 due primarily to increased personnel and data processing costs. Personnel costs increased $18.3 million as both total employment and average compensation per employee grew. Data processing expenses increased $7.0 million, including $3.5 million directly related to higher transaction card processing volumes. Net income for the fourth quarter of 2005 totaled $48.2 million or 72 cents per diluted share compared with $46.6 million or 70 cents per diluted share for the fourth quarter of 2004. Net interest revenue grew $9.9 million or 9% due to earning asset growth, partially offset by a 4 basis point reduction in net interest margin. Fees and commissions revenue increased $11.1 million or 14% due primarily to trust fees, transaction card revenue and fees earned on margin assets. Operating expenses increased $12.3 million or 11% due to higher personnel and data processing costs. Earnings for the fourth quarter of 2004 included an after-tax gain of $2.5 million or 4 cents per diluted share from the sale of equity securities that had been acquired in prior years from a sale of a problem loan. CRITICAL ACCOUNTING POLICIES APPLICATION OF CRITICAL ACCOUNTING POLICIES Preparation of our consolidated financial statements is based on the selection of certain accounting policies, which requires management to make significant assumptions and estimates. The following discussion addresses the most critical areas where these assumptions and estimates could affect financial condition and results of operations. Application of these critical accounting policies and estimates has been discussed with the appropriate committees of the Board of Directors. No accounting standards with significant effects on our financial condition or results of operations were initially adopted in 2005. RESERVES FOR LOAN LOSSES AND OFF-BALANCE SHEET CREDIT LOSSES Reserves for loan losses and off-balance sheet credit losses are assessed by management based on an ongoing evaluation of the probable estimated losses inherent in the portfolio and probable estimated losses on unused commitments to provide financing. A consistent, well-documented methodology has been developed that includes reserves assigned to specific loans and commitments, general reserves that are based on a statistical migration analysis and nonspecific reserves that are based on analysis of current economic conditions, loan concentrations, portfolio growth and other relevant factors. An independent Credit Administration department is responsible for performing this evaluation for all of our subsidiaries to ensure that the methodology is applied consistently. All significant loans and commitments that exhibit weaknesses or deteriorating trends are reviewed quarterly. Specific reserves for impairment are determined through evaluation of estimated future cash flows and collateral values in accordance with Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for the Impairment of a Loan", regulatory accounting standards and other authoritative literature. General reserves for commercial and commercial real estate loan losses, and related commitments, are determined primarily through an internally developed migration analysis model. The purpose of this model is to determine the probability that each credit relationship in the portfolio has an inherent loss based on historical trends. We use an eight-quarter aggregate accumulation of net losses as a basis for this model. Greater emphasis is placed on loan losses in more recent periods. A minimum reserve level is established for each loan grade based on long-term loss history. This model assigns a general reserve to all commercial loans and leases and commercial real estate loans, excluding loans that have a specific impairment reserve. Separate models are used to determine the general reserve for residential mortgage loans, excluding residential mortgage loans held for sale, and consumer loans. General reserves for residential mortgage loans and consumer loans are based on a percent of loss experience for the preceding eight quarters. Separate migration factors are determined by major product line, such as indirect automobile loans and direct consumer loans. 4 Nonspecific reserves are maintained for risks beyond those factors specific to a particular loan or those identified by the migration models. These factors include trends in the general economy in our primary lending areas, conditions in specific industries where we have a concentration, such as energy, real estate and agriculture, and overall growth in the loan portfolio. Evaluation of the nonspecific reserves also considers duration of the business cycle, regulatory examination results, potential errors in the migration analysis models and the underlying data, and other relevant factors. A range of potential losses is determined for each factor identified. A separate reserve for off-balance sheet credit risk is maintained. The provision for credit losses includes the combined charge to expense for both the reserve for loan losses and the reserve for off-balance sheet credit losses. All losses incurred from lending activities will ultimately be reflected in charge-offs against the reserve for loan losses after funds are advanced against outstanding commitments and after the exhaustion of collection efforts. VALUATION AND AMORTIZATION OF MORTGAGE SERVICING RIGHTS We have a significant investment in mortgage servicing rights. These rights are either purchased from other lenders or retained from sales of loans we have originated. Mortgage servicing rights are carried at the lower of amortized cost or fair value. Amortized cost and fair value are stratified by interest rate and loan type. A valuation allowance is provided when the net amortized cost of any strata exceeds the calculated fair value. There is no active market for trading in mortgage servicing rights. We use a cash flow model to determine fair value. Key assumptions and estimates including projected prepayment speeds and assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates, used by this model are based on current market sources. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated daily for changes in market conditions. At least annually, we request estimates of fair value from outside sources to corroborate the results of the valuation model. The assumptions used in this model are primarily based on mortgage interest rates. Evaluation of the effect of a change in one assumption must consider the effect on related assumptions to be meaningful. For example, an increase in mortgage interest rates may decrease loan prepayment speeds, but may increase discount rates and escrow earnings rates. Considering the effects on all related assumptions, a 50 basis point increase in mortgage interest rates is expected to increase the fair value of our servicing rights by $3.1 million. A 50 basis point decrease in mortgage interest rates is expected to decrease the fair value of our servicing rights by $4.8 million. Permanent impairment of mortgage servicing rights is evaluated quarterly. A strata is considered to be permanently impaired if the net amortized cost exceeds the calculated fair value assuming a 300 basis point increase in the applicable interest rates. We believe that a 300 basis point increase in mortgage interest rates reasonably represents changes that may occur under normal market conditions. The net amortized cost of the asset is reduced to the calculated fair value through a charge against the valuation allowance. Prepayment assumptions also affect the amortization of mortgage servicing rights. Amortization is determined in proportion to the projected cash flows over the estimated life of each loan serviced. The same third party model that estimates prepayment speeds for determining the fair value of mortgage servicing rights determines the estimated life of each loan serviced. INTANGIBLE ASSETS Intangible assets, which consist primarily of goodwill, core deposit intangible assets and other acquired intangibles, for each business unit are evaluated for impairment annually or more frequently if conditions indicate that impairment may have occurred. The evaluation of possible impairment of intangible assets involves significant judgment based upon short-term and long-term projections of future performance. The fair value of each of our business units is estimated by the discounted future earnings method. Income growth is projected over a five-year period for each unit and a terminal value is computed. The projected income stream is converted to current fair value by using a discount rate that reflects a rate of return required by a willing buyer. At December 31, 2005, Bank of Texas had $155 million or 66% of total goodwill and Colorado State Bank & Trust had $42 million or 18% of total goodwill. Because of the large concentration of goodwill in these business units, the fair value determined by the discounted future earnings method was corroborated by comparison to the fair value of publicly traded banks of similar size and characteristics. No goodwill impairment was indicated by either valuation method. 5 Intangible assets with finite lives, such as core deposit intangible assets, are amortized over their estimated useful lives. Such assets are reviewed for impairment whenever events indicate that the remaining carrying amount may not be recoverable. VALUATION OF DERIVATIVE INSTRUMENTS We use interest rate derivative instruments to manage our interest rate risk. We also offer interest rate, commodity and foreign exchange derivative contracts to our customers. All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices. Fair values for over-the-counter interest rate contracts used to manage our interest rate risk are provided either by third-party dealers in the contracts or by quotes provided by independent pricing services. Interest rate, commodity and foreign exchange contracts used in our customer hedging programs are based on valuations generated internally by a third-party provided pricing model. This model uses market inputs to estimate fair values. Changes in assumptions used in this pricing model could significantly affect the reported fair values of derivative assets and liabilities, though the net effect of these changes should not significantly affect earnings. Fair values determined by the internal model are corroborated by comparison against third-party dealer provided values. Credit risk is considered in determining the fair value of derivative instruments. Deterioration in the credit rating of customers or dealers reduces the fair value of asset contracts. The reduction in fair value is recognized in earnings during the current period. INCOME TAXES Determination of income tax expense and related assets and liabilities is complex and requires estimates and judgments when applying tax laws, rules, regulations and interpretations. It also requires judgments as to future earnings and the timing of future events. Accrued income taxes represent an estimate of net amounts due to or from taxing jurisdictions based upon these estimates, interpretations and judgments. We recognize the benefit of uncertain tax positions when, based upon all relevant evidence, it is more likely than not that our position would prevail upon audit. A reserve for the uncertain portion of the tax benefit is included in current accrued income taxes. This tax contingency reserve may reduce income tax expense in future periods if the uncertainty is favorably resolved, generally upon completion of an examination by the taxing authorities, expiration of a statute of limitations or changes in facts and circumstances. Additional income tax expense would be recognized from the adverse resolution of an uncertain tax position. PENSIONS The Company offers a defined-benefit, cash-balance pension plan to all employees who satisfy certain age and length of service requirements. Accounting for this plan requires management to make assumptions regarding the expected long-term rate of return on plan assets, the discount rate and the rate of future compensation increases. Changes in these assumptions affect pension liability and pension expense. Management, in consultation with independent actuaries, bases its assumptions on currently available information. All plan assets are invested in the American Performance Balanced Fund. The expected long-term return on plan assets is based on this fund's life-to-date performance, adjusted for any known or expected changes in the fund's composition or objectives. The discount rate is based on current yields of high quality fixed income securities such as AA rated industrial and utility bonds. A 25 basis point decrease in the discount rate increases the pension liability by approximately $1.4 million or 3% and pension expense by approximately $300 thousand or 5%. STOCK-BASED COMPENSATION Stock-based compensation consists of stock options and non-vested shares awarded to officers and employees of the Company. Awards may be granted on a discretionary basis as described in the employee stock option plan or as required by employment agreements and incentive compensation plans with certain executive officers. Accounting for stock-based compensation requires management to make assumptions regarding the valuation of financial instruments for which there are no readily available market values, achievement of specified performance conditions and expected forfeiture rates. The majority of our stock options have graded vesting. One-seventh of the options awarded vest annually starting one year after the grant date. Options expire three years after vesting. Each tranche of these options is considered a separate award when determining fair value. We use the Black-Scholes option pricing model. This model requires assumptions of expected volatility of our stock price and expected 6 term between grant date and exercise date, along with other input to determine fair value. Expected volatility is based on historical changes in our stock price measured over a period that approximates the expected term of our stock options. Expected term and forfeitures are also based on historical trends. Information about assumptions used to value stock options can be found in Note 13 to the Consolidated Financial Statements. Non-vested shares, which cliff-vest five years after the grant date, are valued at the grant date market price for BOK Financial common stock. Executive incentive plans and individual employment agreements include performance conditions that may increase or decrease the number of awards based on future events. Unrecognized compensation cost, which generally will be recognized as expense over the service period, based on the probable outcome of these conditions is $12.7 million. Future compensation cost ranges from approximately $7.4 million, if none of the performance conditions are met, to $16.3 million if all of the performance conditions are met. ASSESSMENT OF OPERATIONS NET INTEREST REVENUE Tax-equivalent net interest revenue totaled $454.5 million for 2005 compared with $428.3 million for 2004. Net interest revenue growth was driven primarily by a $1.0 billion increase in average earning assets. Average outstanding loans increased $846 million while average securities increased $133 million. Growth in average earning assets was funded primarily by a $1.2 billion increase in interest-bearing liabilities, partially offset by a $198 million decrease in average demand deposit accounts. Table 2 shows the effects on net interest revenue of changes in average balances and interest rates for the various types of earning assets and interest-bearing liabilities. Yields on average earning assets and rates paid on average interest-bearing liabilities both increased during 2005 due primarily to rising short-term interest rates. Net interest margin, the ratio of tax-equivalent net interest revenue to average earning assets, decreased to 3.39% in 2005 compared with 3.45% in 2004. The decrease in net interest margin reflected a flattened yield curve, the reduction in the difference between short-term and long-term interest rates, and asset spread compression. 7 Table 2 Volume/Rate Analysis (In Thousands) 2005/2004 2004/2003 ------------------------------------- ------------------------------------- Change Due To(1) Change Due To(1) ------------------------ ------------------------- Change Volume Yield/Rate Change Volume Yield/Rate ------------------------------------------------------------------------------ Tax-equivalent interest revenue: Securities $ 7,983 $ 5,232 $ 2,751 $ 16,448 $ 16,607 $(159) Trading securities 141 (6) 147 (65) (38) (27) Loans 146,735 50,282 96,453 32,525 28,878 3,647 Funds sold and resell agreements 934 475 459 72 (91) 163 - ----------------------------------------------------------------------------------------------------------------------------- Total 155,793 55,983 99,810 48,980 45,356 3,624 - ----------------------------------------------------------------------------------------------------------------------------- Interest expense: Transaction deposits 37,204 6,936 30,268 4,171 2,305 1,866 Savings deposits 131 (64) 195 31 (19) 50 Time deposits 28,632 10,101 18,531 8,302 4,288 4,014 Funds purchased and repurchase agreements 40,466 7,301 33,165 5,550 868 4,682 Other borrowings 16,513 (285) 16,798 1,025 (743) 1,768 Subordinated debentures 6,606 4,659 1,947 (1,716) (110) (1,606) - ----------------------------------------------------------------------------------------------------------------------------- Total 129,552 28,648 100,904 17,363 6,589 10,774 - ----------------------------------------------------------------------------------------------------------------------------- Tax-equivalent net interest revenue 26,241 $27,335 $(1,094) 31,617 $38,767 $(7,150) ----------------------- ------------------------- Decrease in tax-equivalent adjustment (143) 131 - ---------------------------------------------------------- ----------- Net interest revenue $ 26,098 $ 31,748 - ---------------------------------------------------------- -----------
4th Qtr 2005/4th Qtr 2004 ------------------------------------ Change Due To(1) ------------------------ Change Volume Yield/Rate ------------------------------------ Tax-equivalent interest revenue: Securities $ 3,270 $ 992 $ 2,278 Trading securities 136 116 20 Loans 47,095 18,137 28,958 Funds sold and resell agreements 411 198 213 - --------------------------------------------------------------------------------------------------------------- Total 50,912 19,443 31,469 - --------------------------------------------------------------------------------------------------------------- Interest expense: Transaction deposits 13,296 3,847 9,449 Savings deposits 61 (10) 71 Time deposits 10,497 4,920 5,577 Funds purchased and repurchase agreements 9,517 504 9,013 Other borrowings 5,104 365 4,739 Subordinated debentures 2,754 2,044 710 - --------------------------------------------------------------------------------------------------------------- Total 41,229 11,670 29,559 - --------------------------------------------------------------------------------------------------------------- Tax-equivalent net interest revenue 9,683 $ 7,773 $ 1,910 ------------------------ Increase in tax-equivalent adjustment 241 - ------------------------------------------------------------------------------------- Net interest revenue $ 9,924 - -------------------------------------------------------------------------------------
(1) Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis. 8 Management regularly models the effects of changes in interest rates on net interest revenue. Based on this modeling, we expect the effect of changes in interest rates on the Company's earnings to be neutral over a one-year forward-looking period. However, other factors may affect this general expectation. For example, throughout 2005 the spread between rates charged on loans and related funding sources narrowed due to competitive pressures. The result was that the loan portfolio's yield increased less than the increase in market interest rates. Additionally, we have a large portion of our securities portfolio in mortgage-backed securities. These securities reprice as cash flow received is reinvested at current market rates. The resulting change in yield of the securities portfolio occurs more slowly than changes in market rates. The tax-equivalent yield on the securities portfolio increased 6 basis points over 2004. Our overall objective is to manage the Company's balance sheet to be essentially neutral to changes in interest rates. Approximately 71% of our commercial loan portfolio is either variable rate or fixed rate that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that reprice more slowly than the loans. The result is a balance sheet that is asset sensitive, which means that assets generally reprice more quickly than liabilities. Among the strategies that we use to achieve a rate-neutral position, we purchase fixed rate, mortgage-backed securities and fund them with short-term borrowings. The average life of these securities is expected to be approximately 3.4 years based on a range of interest rate and prepayment assumptions. The funds borrowed to purchase these securities generally reprice within 90 days. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also use derivative instruments to manage our interest rate risk. Interest rate swaps with a combined notional amount of $684 million convert fixed rate liabilities to floating rate based on LIBOR. The purpose of these derivatives, which generally have been designated as fair value hedges, is to reduce the asset-sensitive nature of the balance sheet. Interest rate swaps with a notional amount of $100 million convert prime-based loans to fixed rate. The purpose of these derivatives, which have been designated as cash flow hedges, also is to reduce the asset-sensitive nature of our balance sheet. The effectiveness of these strategies is reflected in the overall change in net interest revenue due to changes in interest rates as shown in Table 2 and in the interest rate sensitivity projections as shown in the Market Risk section of this report. FOURTH QUARTER 2005 NET INTEREST REVENUE Tax-equivalent net interest revenue for the fourth quarter of 2005 totaled $117.8 million compared with $108.1 million for the fourth quarter of 2004. Average earning assets increased $1.3 billion or 10%, including a $1.1 billion increase in average loans outstanding. Growth in average earning assets was funded by a $1.8 billion increase in interest-bearing liabilities, including a $1.5 billion increase in average interest-bearing deposits. The increase in interest-bearing liabilities also funded a decrease in average demand deposits. Net interest margin was 3.34%, down 4 basis points from the fourth quarter of 2004 due to changes in the funding mix and spread compression. Net interest margin for the fourth quarter of 2005 was reduced 3 basis points by $299 million of average margin assets carried in support of our derivatives business. We were required to place margin collateral with counterparties as the fair value of our derivative liabilities increased due to volatile energy prices. Fees earned on these margin assets, which totaled $3.4 million, are included in non-interest revenue while the related cost of funds is included in interest expense. Margin assets averaged $126 million for the fourth quarter of 2004. Fees earned on these assets totaled $756 thousand. 2004 NET INTEREST REVENUE Tax-equivalent net interest revenue for 2004 was $428.3 million, a $31.6 million or 8% increase from 2003. Average earning assets increased $885 million or 8%, including a $542 million increase in average outstanding loans. As shown in Table 2, net interest revenue increased $38.8 million due to changes in earning assets and interest-bearing liabilities. Net interest revenue growth due to earning assets was partially offset by a $7.2 million decrease due to changes in interest yields and rates. Changes in interest rates and yields include the narrowing of spreads due to competitive pressures and other market conditions. 9 OTHER OPERATING REVENUE Other operating revenue increased $38.1 million compared with last year due primarily to a $33.0 million increase in fees and commission revenue. Other operating revenue for 2005 also included $7.1 million of gains on asset sales. Diversified sources of fees and commission revenue are a significant part of our business strategy and represented 43% of total revenue, excluding gains and losses on asset sales, securities and derivatives. We believe that a variety of fee revenue sources provide an offset to changes in interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. We expect continued growth in other operating revenue through offering new products and services and by expanding into new markets. However, increased competition and saturation in our existing markets could affect the rate of future increases. Table 3 Other Operating Revenue (In Thousands) Years ended December 31, ------------------------------------------------------------- 2005 2004 2003 2002 2001 ------------------------------------------------------------- Brokerage and trading revenue $ 44,222 $ 41,107 $ 41,152 $ 26,290 $ 19,974 Transaction card revenue 72,036 64,816 57,352 52,213 44,231 Trust fees and commissions 65,187 57,532 45,763 40,092 40,567 Service charges and fees on deposit accounts 98,361 93,712 82,042 67,632 51,284 Mortgage banking revenue 30,681 28,189 52,336 48,910 50,155 Other revenue 35,114 27,209 27,573 22,424 23,252 - ------------------------------------------------------------------------------------------------------------------------- Total fees and commissions 345,601 312,565 306,218 257,561 229,463 - ------------------------------------------------------------------------------------------------------------------------- Gain on sales of assets 7,061 887 822 1,157 557 Gain (loss) on securities, net (6,895) (3,088) 7,188 58,704 30,640 Gain (loss) on derivatives, net 1,179 (1,474) (9,375) 5,236 (3,812) - ------------------------------------------------------------------------------------------------------------------------- Total other operating revenue $ 346,946 $ 308,890 $304,853 $322,658 $256,848 - -------------------------------------------------------------------------------------------------------------------------
FEES AND COMMISSIONS REVENUE Trust fees increased $7.7 million or 13%. The fair value of all trust relationships overseen by the Company, which is the basis for a significant portion of trust fees, increased to $28.5 billion at December 31, 2005 compared with $24.6 billion at December 31, 2004. Approximately 31% of trust fees are earned on personal trust relationships. Additionally, 21% of trust fees are earned by providing employee benefit plan services and 20% are based on mutual fund activities. Transaction card revenue increased $7.2 million or 11%. Merchant discount fees and check card revenue increased 11% and 32%, respectively. Revenue growth from each of these activities was due to growth in transaction volume. Merchant locations serviced increased by 485 or 7%, including 179 new merchant locations in Arizona and Colorado. The number of check card transactions processed during 2005 increased 17% over 2004. ATM fees grew at 3% compared to 2004. As previously disclosed, the growth rate in ATM fees was expected to slow for 2005. One of our customers was purchased by another financial institution in 2004. Service charges on deposit accounts increased $4.6 million or 5% compared with 2004. Overdraft fees increased 16% to $62.7 million while account service charge revenue decreased 12% to $28.6 million. The volume of overdraft items processed increased in 2005. Additionally, the per item overdraft charge was increased in the second quarter of 2005. The decrease in service charge revenue reflected an increase in the earnings credit available to commercial deposit customers. The earnings credit, which provides a non-cash method for commercial customers to avoid incurring charges for deposit services, increases when interest rates rise. Brokerage and trading revenue grew $3.1 million or 8% compared with 2004. Revenue from customer hedging activities increased $2.4 million, including $2.1 million from energy hedging activities. Volatility in the energy markets during 2005 prompted our energy customers to more actively hedge their gas and oil production. Retail brokerage revenue increased $742 thousand or 6% over 2004. Securities trading revenue was $23.5 million, unchanged from the previous year. Volatility in the energy markets increased the fair value of derivative assets and liabilities and required the Company to pledge margin 10 assets to secure obligations. Fees earned on margin assets, which are recognized in other revenue, totaled $7.1 million in 2005, compared with $686 thousand in 2004. GAINS ON SALES OF ASSETS The Company recognized net gains on asset sales of $7.1 million in 2005, including $4.8 million from the sale of its interest in an Oklahoma City office building and $1.2 million from the sale of loans from the community development mortgage loan portfolio. In addition to a cash premium received on the loan sale, we retained both the right to service the loans and a recourse obligation to the purchaser for borrower defaults. A servicing asset of $1.6 million and a recourse liability of $888 thousand were recognized in conjunction with this sale. SECURITIES AND DERIVATIVES Aggregate net losses on securities and derivatives totaled $5.7 million in 2005 and $4.6 million in 2004. Net losses on securities totaled $6.9 million in 2005, consisting of losses of $5.2 million on securities held as economic hedges of mortgage servicing rights and $1.7 million on other securities. Net losses on securities held as an economic hedge included $420 thousand of other-than-temporary impairment at December 31, 2005. The Company's use of securities as an economic hedge of mortgage servicing rights is more fully discussed in the Line of Business - Mortgage Banking section of this report. Other securities are bought and sold as necessary to maximize the portfolio's total return and to manage prepayment or extension risk. Net gains on derivatives totaled $1.2 million in 2005, including net gains of $1.1 million from fair value adjustments of derivatives used to manage interest rate risk and related hedge liabilities. Additionally, net gains on derivatives included $108 thousand of gains realized on derivatives used as an economic hedge of mortgage servicing rights. The Company's use of derivatives to manage interest rate risk is more fully discussed in the Deposits and Borrowings and Capital sections of this report. FOURTH QUARTER 2005 OTHER OPERATING REVENUE Other operating revenue for the fourth quarter of 2005 totaled $87.3 million, an $8.6 million or 11% increase from 2004. Fees and commissions revenue increased $11.1 million or 14%. All business lines contributed to this increase. Transaction card revenue, deposit fees and trust fees increased $2.4 million, $1.9 million and $1.7 million, respectively. Other operating revenue included $3.4 million of fees earned on margin assets. 2004 OTHER OPERATING REVENUE Other operating revenue totaled $308.9 million for 2004, up $4.0 million from 2003. Fees and commissions revenue increased $6.3 million or 2%. Strong growth in trust fees, transaction card revenue and deposit fees was partially offset by lower mortgage banking revenue. Mortgage banking revenue decreased $24.1 million due primarily to reduced loan refinancing activity. Net losses on securities totaled $3.1 million, including losses of $4.9 million on securities held as economic hedges of mortgage servicing rights and gains of $1.8 million on sales of other securities. During 2004, the Company recognized net losses of $1.3 million on derivatives used to manage interest rate risk and $208 thousand on derivatives used as economic hedges of mortgage servicing rights. The Company designated derivatives as fair value hedges of certain brokered certificates of deposit and subordinated debt in 2004. Net losses recognized included fair value adjustments for both the derivatives and the hedged liabilities. OTHER OPERATING EXPENSE Other operating expense for 2005 totaled $469.1 million, a 6% increase from 2004. This increase resulted primarily from personnel and data processing expenses. Growth in personnel expenses was driven largely by employment growth and an increase in average compensation per employee. The increase in data processing expenses included both transaction volume and system maintenance costs. 11 Table 4 Other Operating Expense (In Thousands) Years ended December 31, --------------------------------------------------------------------- 2005 2004 2003 2002 2001 ------------- -------------- ------------- ------------ ------------- Personnel expense $258,971 $240,661 $222,922 $ 187,439 $166,864 Business promotion 17,964 15,618 12,937 11,367 10,658 Contribution of stock to BOK Charitable Foundation - 5,561 - - - Professional fees and services 16,596 15,487 17,935 12,987 13,391 Net occupancy and equipment 50,195 47,289 45,967 42,347 42,764 Data processing and communications 67,026 60,025 53,398 45,912 39,763 Printing, postage and supplies 15,066 14,034 13,930 12,665 12,329 Net (gain) loss and operating expenses on repossessed assets 572 (4,016) 271 1,014 1,401 Amortization of intangible assets 6,943 8,138 8,101 7,638 20,113 Mortgage banking costs 14,562 18,167 40,296 42,271 30,261 Provision (recovery) for impairment of mortgage servicing rights (3,915) (1,567) (22,923) 45,923 15,551 Other expense 25,126 21,827 20,604 19,991 18,968 - ------------------------------------------------------ ------------- -------------- ------------- ------------ ------------- Total $469,106 $441,224 $413,438 $ 429,554 $372,063 - ------------------------------------------------------ ------------- -------------- ------------- ------------ -------------
PERSONNEL EXPENSE Personnel expense increased $18.3 million or 8% to $259.0 million. Regular compensation expense totaled $162.7 million, a $16.0 million or 11% increase over 2004. The increase in regular compensation expense was due to a 6% increase in average regular compensation per full-time equivalent employee and a 5% increase in average staffing. Incentive compensation, which includes both cash-based and stock-based plans, decreased $4.6 million or 8% to $49.8 million. The Company offers numerous incentive compensation plans that are aligned with the Company's growth strategy. Cash settlements paid under these plans may be based on defined formulas, other performance criteria or discretionary. Incentive compensation is designed to motivate and reinforce sales and customer service behavior in all of our markets. Variations of the plans are used in targeted geographic markets and lines of business where exceptional growth potential is expected. The effectiveness of all plans and their alignment with the Company's objectives are reviewed annually with executive management. Incentive compensation expenses related to these cash-based plans increased $2.0 million or 5%. Stock-based compensation expense decreased $6.6 million or 56%. The Company's stock-based compensation plans include both equity awards and liability awards. Compensation expense associated with liability award plans decreased $8.4 million. This decrease reflected a decrease in the market value of BOK Financial common stock at December 31, 2005 compared with December 31, 2004, and a reduction in the number of executive officers of the Company eligible to participate in liability award plans. Additional information about our stock-based compensation plans is provided in Note 13 to the Consolidated Financial Statements. Employee benefit expenses increased $5.8 million or 15% to $43.6 million. Employee insurance costs increased $2.6 million or 20% due primarily to growth in medical claims. The Company self-insures a portion of its employee health care coverage. Retirement benefit costs, which include both thrift and pension plan expenses, increased $1.7 million or 16%. During the fourth quarter of 2005, our Board of Directors approved modifications to both the thrift and pension plans. These modifications will become effective April 1, 2006. The purpose of these modifications is to provide retirement benefits that align with the Company's strategy of rewarding long-term, superior performance, that are easily understood and that increase employee ownership and control over their retirement. These modifications consist primarily of enhanced Company contributions to the thrift plans and curtailed benefit accruals to the pension plan. A charge of $384 thousand was recognized in 2005 for the curtailment of the pension plan. The combined effects of these modifications are not expected to have a significant impact on future earnings or liquidity. The Company will continue to have a funding obligation to the pension plan and will continue to recognize pension expense based on plan asset performance, discount rates and other factors. At December 31, 2005, prepaid pension expense totaled $21.9 million, consisting of $1.3 million of net plan assets in excess of liabilities and $20.6 million of unrecognized actuarial losses. These losses will be recognized in future 12 years based on the lesser of the average remaining service periods or 10 years. These unrecognized losses may also be increased or reduced by plan asset performance and discount rate changes. DATA PROCESSING AND COMMUNICATIONS EXPENSE Data processing and communication expenses increased $7.0 million or 12% compared to 2004. This expense consists of two broad categories, data processing systems and transaction card processing. Data processing systems costs increased $3.5 million or 10% due primarily to increased maintenance and communications costs. Transaction card processing costs increased $3.5 million or 15% due to growth in processing volumes. The number of transactions processed during 2005 increased 17% over 2004. OTHER OPERATING EXPENSES Business promotion expense increased $2.3 million or 15% compared with last year. Promotional activities in support of consumer banking initiatives accounted for $1.5 million of the increase. Mortgage banking expenses, including provision for impairment of mortgage servicing rights, decreased $6.0 million. These expenses are discussed more fully in the Line of Business - Mortgage Banking section of this report. FOURTH QUARTER 2005 OPERATING EXPENSES Operating expenses for the fourth quarter of 2005 totaled $123.9 million, up 11% over the same period in 2004. Personnel costs increased $6.5 million or 11%. Regular compensation expense increased $4.7 million or 12% due to a 5% increase in average compensation per employee and a 7% increase in staffing. Data processing and communication expense grew $2.9 million or 19% due to increases of $1.5 million in data processing costs and $1.4 million in transaction card processing costs. Both increases reflect growth in processing volumes. 2004 OPERATING EXPENSES Operating expenses for 2004 totaled $441.2 million, a 7% increase from 2003. This increase resulted primarily from personnel and data processing costs. Growth in personnel costs were driven largely by the Colorado State Bank & Trust acquisition and stock-based compensation costs. The increase in data processing costs included both transaction volume and system maintenance costs. Personnel costs increased $17.7 million or 8%. Regular compensation increased $8.0 million or 6% due primarily to a 5% increase in average regular compensation per employee and a 1% increase in average staffing. Additionally, incentive compensation increased $8.6 million, including a $5.9 million increase in stock-based compensation. Much of this expense is related to stock-based compensation that is recognized as liability awards. Compensation expense for these awards is based on the excess of the fair value of BOK Financial common stock over a set exercise price. Data processing and communication expenses increased $6.6 million or 12%. Transaction card processing costs increased $4.6 million or 25% due to processing volumes. Data processing systems costs increased $2.0 million or 6% due primarily to maintenance costs. BOK Financial contributed appreciated securities to the BOk Charitable Foundation during 2004. The Foundation supports communities in the markets served by the Company. The cost basis in these securities of $5.6 million was charged to operating expense. The after-tax cost of these contributions reduced net income by $1.1 million, or 2 cents per diluted share. Business promotion expense increased $2.7 million or 21% compared with last year. Promotional activities in support of consumer banking initiatives accounted for $1.5 million of the increase. Much of the growth in promotional expenses was targeted at demand deposit growth through our consumer banking network. Net gains from the sale of repossessed assets totaled $4.0 million including $3.8 million from the sale of stock acquired several years ago as partial proceeds of the sale of a troubled loan. INCOME TAXES Income tax expense was $113.2 million for 2005, $91.4 million for 2004 and $88.9 million for 2003. This represented 36%, 34% and 36%, respectively, of book taxable income. Tax expense currently payable totaled $112.7 million in 2005 compared with $91.3 million in 2004 and $82.6 million in 2003. Income tax expense for 2004 was reduced by $3.0 million due to the favorable resolution of state income tax issues and by $2.4 million from the contribution of appreciated securities to the BOk Charitable Foundation. Excluding these items, income tax expense would have been $96.9 million or 36% of book taxable income. 13 Table 5 Selected Quarterly Financial Data (In Thousands Except Per Share Data) Fourth Third Second First --------------------------------------------------- 2005 --------------------------------------------------- Interest revenue $214,240 $199,056 $186,334 $170,304 Interest expense 97,854 86,228 73,801 62,710 - ------------------------------------------------------------------------------------------------------------------------------ Net interest revenue 116,386 112,828 112,533 107,594 Provision for credit losses 4,450 3,976 2,015 2,000 - ------------------------------------------------------------------------------------------------------------------------------ Net interest revenue after provision for credit losses 111,936 108,852 110,518 105,594 Other operating revenue 89,018 90,993 92,636 80,015 Gain (loss) on securities, net (1,780) (4,744) 2,266 (2,637) Gain (loss) on derivatives, net 106 606 (311) 778 Other operating expense 124,611 121,705 118,922 107,783 Provision (recovery) for impairment of mortgage servicing rights (708) (4,671) 7,088 (5,624) - ------------------------------------------------------------------------------------------------------------------------------ Income before taxes 75,377 78,673 79,099 81,591 Income tax expense 27,219 27,846 28,634 29,536 - ------------------------------------------------------------------------------------------------------------------------------ Net income $ 48,158 $50,827 $ 50,465 $ 52,055 - ------------------------------------------------------------------------------------------------------------------------------ Earnings per share: Basic $ 0.72 $ 0.77 $ 0.79 $ 0.87 - ------------------------------------------------------------------------------------------------------------------------------ Diluted $ 0.72 $ 0.76 $ 0.75 $ 0.78 - ------------------------------------------------------------------------------------------------------------------------------ Average shares: Basic 66,527 66,427 63,779 59,433 - ------------------------------------------------------------------------------------------------------------------------------ Diluted 67,147 67,106 66,986 66,947 - ------------------------------------------------------------------------------------------------------------------------------
2004 --------------------------------------------------- Interest revenue $163,087 $157,027 $147,833 $146,337 Interest expense 56,625 48,642 42,644 43,130 - ------------------------------------------------------------------------------------------------------------------------------ Net interest revenue 106,462 108,385 105,189 103,207 Provision for credit losses 4,439 4,986 3,987 7,027 - ------------------------------------------------------------------------------------------------------------------------------ Net interest revenue after provision for credit losses 102,023 103,399 101,202 96,180 Other operating revenue 77,921 78,919 80,074 76,538 Gain (loss) on securities, net 967 2,673 (11,005) 4,277 Gain (loss) on derivatives, net (174) (506) 201 (995) Other operating expense 111,887 108,302 109,857 112,745 Provision (recovery) for impairment of mortgage servicing rights (305) 5,900 (10,865) 3,703 - ------------------------------------------------------------------------------------------------------------------------------ Income before taxes 69,155 70,283 71,480 59,552 Income tax expense 22,599 22,501 25,947 20,400 - ------------------------------------------------------------------------------------------------------------------------------ Net income $ 46,556 $47,782 $ 45,533 $ 39,152 - ------------------------------------------------------------------------------------------------------------------------------ Earnings per share: Basic $ 0.78 $ 0.79 $ 0.76 $ 0.66 - ------------------------------------------------------------------------------------------------------------------------------ Diluted $ 0.70 $ 0.72 $ 0.68 $ 0.59 - ------------------------------------------------------------------------------------------------------------------------------ Average shares: Basic 59,251 59,198 59,147 59,051 - ------------------------------------------------------------------------------------------------------------------------------ Diluted 66,895 66,803 66,720 66,672 - ------------------------------------------------------------------------------------------------------------------------------
14 LINES OF BUSINESS BOK Financial operates five principal lines of business: Oklahoma corporate banking, Oklahoma consumer banking, mortgage banking, wealth management and regional banking. Mortgage banking activities include loan origination and servicing across all markets served by the Company. Wealth management provides brokerage and trading, private financial services and investment advisory services in all markets. It also provides fiduciary services in all markets except Colorado. Fiduciary services in Colorado are included in regional banking. Regional banking consists primarily of corporate and consumer banking activities in the respective local markets. In addition to its lines of business, BOK Financial has a funds management unit. The primary purpose of this unit is to manage the overall liquidity needs and interest rate risk of the Company. Each line of business borrows funds from and provides funds to the funds management unit as needed to support their operations. BOK Financial allocates resources and evaluates performance of its lines of business after allocation of funds, certain indirect expenses, taxes and capital costs. The cost of funds borrowed from the funds management unit by the operating lines of business is transfer priced at rates that approximate market for funds with similar duration. Market is generally based on the applicable LIBOR or interest rate swap rates, adjusted for prepayment risk. This method of transfer-pricing funds that support assets of the operating lines of business tends to insulate them from interest rate risk. The value of funds provided by the operating lines of business to the funds management unit is based on applicable Federal Home Loan Bank advance rates. Deposit accounts with indeterminate maturities, such as demand deposit accounts and interest-bearing transaction accounts, are transfer-priced at a rolling average based on expected duration of the accounts. The expected duration ranges from 90 days for certain rate-sensitive deposits to five years. Economic capital is assigned to the business units by a capital allocation model that reflects management's assessment of risk. This model assigns capital based upon credit, operating, interest rate and market risk inherent in our business lines and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each business line, based on its actual exposures and calibrated to its own loss history where possible. Additional capital is assigned to the regional banking line of business based on our investment in those entities. As shown in Table 6, regional banking continued to increase its contribution to consolidated net income. The growth of the regional banking segment is consistent with our corporate strategy of expansion into high growth markets outside of Oklahoma. The Oklahoma consumer banking unit's contribution to consolidated earnings increased significantly in 2005. Rising short-term interest rates increased the internal transfer pricing credit provided to units that generate lower-costing funds for the Company. Table 6 Net Income by Line of Business (In Thousands) Years ended December 31, 2005 2004 2003 ----------------------------------------- Oklahoma corporate banking $ 73,625 $ 61,956 $ 57,631 Oklahoma consumer banking 24,183 11,854 8,928 Mortgage banking 2,182 2,681 28,401 Wealth management 17,890 13,587 14,517 Regional banking 77,344 57,706 41,673 - ---------------------------------------------------------------------------- Subtotal 195,224 147,784 151,150 Funds management and all other 6,281 31,239 7,210 - ---------------------------------------------------------------------------- Total $201,505 $179,023 $158,360 - ---------------------------------------------------------------------------- OKLAHOMA CORPORATE BANKING The Oklahoma Corporate Banking Division provides loan and lease financing and treasury and cash management services to businesses throughout Oklahoma and certain relationships in surrounding states. In addition to serving the banking needs of small businesses, middle market and larger customers, this division has specialized groups that serve customers in the energy, agriculture, healthcare and banking/finance industries, and includes TransFund, our electronic funds transfer network. The Oklahoma Corporate Banking Division contributed $73.6 million or 37% to consolidated net income for 2005, including an after-tax gain of $2.9 million from the sale of the Company's interest in an Oklahoma City office building. This compares to $62.0 million or 35% of consolidated net income for 2004. Net interest revenue increased $7.4 million or 6% due primarily to asset growth. Average assets attributed to this division, which consist primarily of commercial loans, increased $249 million or 6% over 2004. Operating revenue grew $6.2 million or 7%. TransFund provided $3.1 million of the increase in operating revenue. Operating expenses, which consist primarily of personnel and data processing costs, increased 4%. Growth in net income also reflected a $4.2 million decrease in net loan charge-offs. 15 Table 7 Oklahoma Corporate Banking (Dollars in Thousands) Years ended December 31, ---------------------------------------- 2005 2004 2003 ---------------------------------------- NIR (expense) from external sources $ 191,040 $ 148,919 $ 140,818 NIR (expense) from internal sources (60,735) (26,049) (25,924) ---------------------------------------- Total net interest revenue 130,305 122,870 114,894 Other operating revenue 92,707 86,493 77,332 Gain on sale of assets 4,758 - - Operating expense 102,513 99,007 87,585 Net loans charged off 4,757 8,956 10,318 Net income $ 73,625 $ 61,956 $ 57,631 Average assets $4,629,400 $4,380,491 $4,106,441 Average economic capital 322,440 312,530 311,140 Return on assets 1.59% 1.41% 1.40% Return on economic capital 22.83 19.82 18.52 Efficiency ratio 45.01 47.29 45.56 OKLAHOMA CONSUMER BANKING The Oklahoma Consumer Banking Division provides a full line of deposit, loan and fee-based services to customers throughout Oklahoma through four major distribution channels: traditional branches, supermarket branches, the 24-hour ExpressBank call center and the Internet. Additionally, the division is a significant referral source for the Bank of Oklahoma Mortgage Division ("BOk Mortgage") and BOSC's retail brokerage division. This division contributed $24.2 million or 12% to consolidated net income for 2005. This compares to $11.9 million or 7% of consolidated net income for 2004. Net interest revenue grew $16.5 million or 36% compared with 2004 due primarily to an increase in the internal transfer pricing credit. Additionally, average deposits provided by the Oklahoma Consumer Banking Division grew $158 million or 6%. Other operating revenue growth from 2004 resulted largely from check card revenue and overdraft fees. During 2005, growth initiatives focused on building customer relationships through sales promotions, Perfect Banking sales and service standards and free on-line BillPay services. These initiatives resulted in a 6% increase in average consumer deposits, a 10% increase in checking accounts and a 54% increase in the number of on-line BillPay users. Oklahoma Consumer Banking Division also added one new supermarket location. Table 8 Oklahoma Consumer Banking (Dollars in Thousands) Years ended December 31, ----------------------------------------- 2005 2004 2003 ----------------------------------------- NIR (expense) from external sources $ (25,140) $ (19,061) $(17,188) NIR (expense) from internal sources 87,421 64,873 58,261 ----------------------------------------- Total net interest revenue 62,281 45,812 41,073 Other operating revenue 66,266 56,611 47,229 Operating expense 84,336 76,057 66,798 Net loans charged off 4,632 6,964 6,892 Net income $24,183 $11,854 $8,928 Average assets $2,988,218 $2,746,279 $2,525,060 Average economic capital 69,810 64,390 58,000 Return on assets 0.81% 0.43% 0.35% Return on economic capital 34.64 18.41 15.39 Efficiency ratio 65.61 74.26 75.65 MORTGAGE BANKING BOK Financial engages in mortgage banking activities through the BOk Mortgage Division of Bank of Oklahoma. These activities include the origination, marketing and servicing of conventional and government-sponsored mortgage loans. Mortgage banking activities contributed $2.2 million to consolidated net income in 2005 compared to $2.7 million in 2004. Net income for 2005 included $753 thousand from the sale of mortgage loans from the Company's community development loan portfolio. Mortgage banking activities consist of two sectors, loan production and loan servicing. The loan production sector generally performs best when mortgage rates are relatively low and loan origination volumes are high. Conversely, the loan servicing sector generally performs best when mortgage rates are relatively high and prepayments are low. 16 Table 9 Mortgage Banking (Dollars in Thousands) Years ended December 31, ------------------------------------------- 2005 2004 2003 ------------------------------------------- NIR (expense) from external sources $ 20,392 $ 21,647 $ 27,770 NIR (expense) from internal sources (14,979) (11,423) (9,415) ------------------------------------------- Total net interest revenue 5,413 10,224 18,355 Capitalized mortgage servicing rights 17,402 11,365 23,922 Other operating revenue 16,427 22,055 36,379 Gain on sale of assets 1,232 - - Operating expense 35,315 35,415 58,204 Recovery for impairment of mortgage servicing rights (3,915) (1,567) (22,923) Gain (loss) on financial instruments, net (5,087) (5,068) 4,025 Net income $ 2,182 $ 2,681 $ 28,401 Average assets $526,224 $559,034 $623,823 Average economic capital 24,210 27,270 34,120 Return on assets 0.41% 0.48% 4.55% Return on economic capital 9.01 9.83 83.24 Efficiency ratio 87.25 81.15 74.00 LOAN PRODUCTION SECTOR Loan production revenue totaled $17.6 million in 2005, including $17.4 million of capitalized mortgage servicing rights, compared to loan production revenue of $20.9 million in 2004, including $11.4 million of capitalized mortgage servicing rights. Mortgage loans funded totaled $910 million in 2005, including $664 million for home purchases and $246 million of refinanced loans. Mortgage loans funded in 2004 totaled $893 million, including $587 million for home purchases and $306 million of refinanced loans. Approximately 69% of the loans funded during 2005 were in Oklahoma. Growth initiatives for the loan production sector include a program to hire experienced originators in markets outside of Oklahoma to boost production. Pre-tax income from loan production totaled $5.6 million for 2005 compared with $6.7 million for the previous year end. The pipeline of mortgage loan applications totaled $233 million at December 31, 2005, compared to $189 million at December 31, 2004. LOAN SERVICING SECTOR The loan servicing sector had a pre-tax loss of $3.2 million for 2005 compared to a pre-tax loss of $4.3 million for the same period of 2004. Operating results of the loan servicing sector are greatly affected by the effect of changes in interest rates on prepayment speeds and the value of mortgage servicing rights. Mortgage interest rates changed little during 2005. In this rate environment, the fair value of our mortgage servicing rights appreciated modestly. The resulting recovery of provision for mortgage servicing rights was $3.9 million in 2005, compared with a provision recovery of $1.6 million in 2004. Servicing revenue totaled $16.3 million in 2005 compared to $17.8 million in 2004. The decrease in servicing revenue was due primarily to a lower outstanding principal balance of loans serviced. The average outstanding balance of loans serviced for others was $3.6 billion during 2005 compared to $3.9 billion during 2004. The decrease in loans serviced reflected our decision to curtail purchases of mortgage loan servicing outside our market area. Servicing revenue per outstanding loan principal was 42 basis points in 2005 compared with 45 basis points in 2004. Approximately 80% of loans serviced was in our primary market areas at December 31, 2005 and December 31, 2004. Subsequent to December 31, 2005, we agreed to purchase a $480 million mortgage loan servicing package for approximately $7 million. Substantially all of the loans are within our primary market area. This purchase is expected to close by the end of the first quarter of 2006. Amortization of mortgage servicing rights, which is included in operating expense, was $12.9 million in 2005 compared to $15.8 million in 2004. Amortization expense is determined in proportion to the estimated future cash flows that will be generated by the mortgage servicing rights. The decrease in amortization expense in 2005 reflected an expectation of slower loan prepayment speeds. The valuation allowance for impairment of mortgage servicing rights totaled $7 million at December 31, 2005 compared to $14 million at December 31, 2004. Increased fair value of our servicing rights was the primary reason for the reduction in the valuation allowance. The valuation allowance was also reduced by $2.4 million from the charge-off of servicing rights determined to be permanently impaired. As discussed in the Critical Accounting Policies section of this report, servicing rights are considered to be permanently impaired if the fair value does not exceed amortized costs after assuming a 300 basis point increase in mortgage interest rates. Note 8 to the Consolidated Financial Statements presents additional information about the fair value and amortized costs of servicing rights and valuation allowance. 17 BOK Financial designates a portion of its securities portfolio as an economic hedge against the risk of loss on its mortgage servicing rights. Mortgage-backed securities and U.S. government agency debentures are acquired and held as available for sale when prepayment risks exceed certain levels. Additionally, mortgage-related derivative contracts may also be designated as an economic hedge of the risk of loss on mortgage servicing rights. Because the fair values of these instruments are expected to vary inversely to the fair value of the servicing rights, they are expected to partially offset risk. However, no special hedge accounting treatment is applicable to either the mortgage servicing rights or the financial instruments designated as an economic hedge. Derivative contracts used to hedge mortgage servicing rights are carried at fair value with changes in fair value recognized in earnings. We recognized net losses of $1.2 million in 2005 and $3.5 million in 2004 from changes in the value of mortgage servicing rights and economic hedging activities. This hedging strategy presents certain risks. A well-developed market determines the fair value for the securities and derivatives. However, there is no comparable market for mortgage servicing rights. Therefore, the computed change in value of the servicing rights for a specified change in interest rates may not correlate to the change in value of the securities. At December 31, 2005, financial instruments with a fair value of $49 million and an unrealized gain of $52 thousand were held for the economic hedge program. This unrealized gain, net of income taxes, is included in shareholders' equity as part of other comprehensive income. The interest rate sensitivity of the mortgage servicing rights and securities held as a hedge is modeled over a range of +/- 50 basis points. At December 31, 2005, the pre-tax results of this modeling on reported earnings are shown in Table 10: Table 10 Interest Rate Sensitivity - Mortgage Servicing (Dollars in Thousands) 50 bp 50 bp Increase Decrease ------------------------- Anticipated change in: Fair value of mortgage servicing rights $3,113 $ (4,763) Fair value of hedging securities (1,915) 2,112 ------------------------------------------------------------- Net $1,198 $ (2,651) ------------------------------------------------------------- Table 10 shows the non-linear effect of changes in mortgage commitment rates on the value of mortgage servicing rights. A 50 basis point increase in rates is expected to increase value by $3.1 million while a 50 basis point decrease is expected to reduce value by $4.8 million. This considers that there is an upper limit to appreciation in the value of servicing rights as rates rise due to the contractual repayment terms of the loans and other factors. There is much less of a limit on the speed at which mortgage loans may prepay in a declining rate environment. WEALTH MANAGEMENT BOK Financial provides a wide range of financial services through its wealth management line of business, including trust and private financial services, and brokerage and trading activities. This line of business includes the activities of BOSC, Inc., a registered broker / dealer. Trust and private financial services includes sales of institutional, investment and retirement products, loans and other services to affluent individuals, businesses, not-for-profit organizations, and governmental agencies. Trust services are provided primarily to clients throughout Oklahoma, Texas and New Mexico. Additionally, trust services include a nationally competitive, self-directed 401(k) program and administrative and advisory services to the American Performance family of mutual funds. Brokerage and trading activities within the wealth management line of business consist of retail sales of mutual funds, securities, and annuities, institutional sales of securities and derivatives, bond underwriting and other financial advisory services. Customer hedging programs were combined into the Wealth Management Division in 2005. Prior years' results have been reclassified for consistency. Wealth Management contributed $17.9 million or 9% to consolidated net income for 2005. This compared to $13.6 million or 8% of consolidated net income for 2004. Trust and private financial services provided $15.6 million of net income in 2005, a $4.9 million or 46% increase over 2004. The increased contribution by trust and private financial services is attributable primarily to trust fees. At December 31, 2005 and 2004, the wealth management line of business was responsible for trust assets with aggregate market values of $26.0 billion and $22.6 billion, respectively, under various fiduciary arrangements. The growth in trust assets reflected increased market value of assets managed in addition to new business generated during the year. We have sole or joint discretionary authority over $10.0 billion of trust assets at December 31, 2005 compared to $8.2 billion of trust assets at December 31, 2004. The fair value of assets held in custody 18 by the Wealth Management Division increased $1.6 billion or 33% while the fair value of non-managed assets remained unchanged at $9.4 billion. Brokerage and trading activities provided $2.3 million of net income in 2005 compared to $2.9 million in the previous year. Operating revenue increased $1.5 million or 4% due primarily to customer hedging programs. Operating expenses, which consisted primarily of compensation expense, increased $2.1 million or 5%. Table 11 Wealth Management (Dollars in Thousands) Years ended December 31, -------------------------------------- 2005 2004 2003 -------------------------------------- NIR (expense) from external sources $ 5,651 $ 4,001 $ 1,966 NIR (expense) from internal sources 11,208 8,888 8,939 -------------------------------------- Total net interest revenue 16,859 12,889 10,905 Other operating revenue 100,647 93,193 93,757 Operating expense 88,001 83,784 80,512 Net income $ 17,890 $ 13,587 $ 14,517 Average assets $1,503,886 $1,122,147 $ 875,661 Average economic capital 106,040 84,820 69,690 Return on assets 1.19% 1.21% 1.66% Return on economic capital 16.87 16.02 20.83 Efficiency ratio 74.89 78.98 76.93 REGIONAL BANKING Regional banking consists primarily of the corporate and commercial banking services provided by Bank of Texas, Bank of Albuquerque, Bank of Arkansas, Colorado State Bank and Trust and Bank of Arizona in their respective markets. It also includes fiduciary services provided by Colorado State Bank and Trust. Small businesses and middle-market corporations are the regional banks' primary customer focus. Regional banking contributed $77.3 million or 38% to consolidated net income during 2005. This compares with $57.7 million or 32% of consolidated net income in 2004. Growth in net income contributed by regional banking came primarily from operations in Texas and New Mexico. Net income for 2005 in Texas and New Mexico increased $10.6 million and $6.0 million, respectively, from the previous year. Net income from our Colorado operations grew $2.5 million or 152% over 2004. Texas growth resulted from an increase in net interest revenue. Net interest revenue increased $21.6 million or 19%. Average earning assets increased $274 million, including $293 million of loans partially offset by a reduction in securities and funds sold to the funds management unit. The growth in average earning assets was funded by a $115 million increase in interest-bearing deposits and a $77 million increase in demand deposits. Company initiatives to support loan growth included hiring additional middle market lending talent in Houston and expanding the energy lending staff in both Houston and Dallas. Operating expenses increased $8.6 million or 12% due primarily to a $6.5 million increase in personnel costs. Net income growth from our New Mexico operations was also based largely on an increase in net interest revenue, combined with an increase in operating revenue. Average loans increased $62 million compared with 2004 while average funds sold to the funds management unit decreased $82 million. Average deposits in the New Mexico market grew $74 million, including $59 million of interest-bearing deposits and $16 million of demand deposits. Over 15 thousand new consumer checking accounts were opened during 2005. Funds provided by the growth in deposits reduced average external borrowings. The increase in operating revenue was due primarily to growth in deposit fees and check card revenue. Expansion efforts in the Colorado region continued during 2005. Commercial lending staff was added throughout the year. Additionally, a new office which offers trust products in Salt Lake City, Utah, was opened during the second quarter. The result of these efforts was net income from our Colorado operations of $4.1 million, a 152% increase in its second full year of operations as a BOK Financial unit. Average earning assets attributed to our Colorado operations increased 36% due primarily to loan growth. Average deposits increased $128 million or 40%. These factors combined to increase net interest revenue $6.5 million or 39%. Other operating revenue increased $1.6 million or 19% due primarily to growth in trust fees. The fair value of trust assets managed by Colorado State Bank and Trust was $2.4 billion at December 31, 2005, a 20% increase from December 31, 2004. Net loans charged-off increased to $2.5 million in 2005 from the resolution of several commercial lending relationships that pre-dated our acquisition of Colorado State Bank and Trust. Bank of Arizona incurred a net loss of $524 thousand since its acquisition in April, 2005. Operating expense included $778 thousand of core deposit premium amortization expense. Our policy is to amortize core deposit premiums over the expected lives of the acquired 19 deposits using an accelerated amortization method. The weighted average life of the acquired deposits is approximately five years. Operating expense also included $380 thousand of recruiting expenses as we add professional staff. In the nine months since acquisition, Bank of Arizona has been converted to our data processing systems which increased the scope of products and services offered in the Phoenix market. Outstanding loans increased $70 million or 55%. We recently opened a loan production office in Tucson to further expand our Arizona operations. Table 12 Bank of Texas (Dollars in Thousands) Years ended December 31, ---------------------------------------- 2005 2004 2003 ---------------------------------------- NIR (expense) from external sources $148,021 $120,813 $ 106,617 NIR (expense) from internal sources (10,809) (5,206) (5,068) ------------- ------------- ------------- Total net interest revenue 137,212 115,607 101,549 Other operating revenue 24,053 22,406 21,951 Operating expense 82,189 73,548 78,152 Net loans charged off 2,727 3,928 4,301 Net income $ 49,946 $ 39,388 $ 26,601 Average assets $3,417,995 $3,143,625 $2,859,069 Average economic capital 182,640 168,430 166,870 Average invested capital 349,720 335,520 333,960 Return on assets 1.46% 1.25% 0.93% Return on economic capital 27.35 23.39 15.94 Return on average invested capital 14.28 11.74 7.97 Efficiency ratio 50.97 53.29 63.28 Table 13 Bank of Albuquerque (Dollars in Thousands) Years ended December 31, --------------------------------------- 2005 2004 2003 --------------------------------------- NIR (expense) from external sources $ 58,208 $46,888 $42,128 NIR (expense) from internal sources (10,560) (5,065) (4,362) ------------- ------------- ----------- Total net interest revenue 47,648 41,823 37,766 Other operating revenue 17,367 14,701 11,533 Operating expense 31,195 31,904 30,385 Net loans charged off 930 1,471 1,326 Net income $ 20,096 $ 14,144 $ 10,919 Average assets $1,633,310 $1,652,557 $1,551,192 Average economic capital 76,560 73,270 66,070 Average invested capital 95,650 92,360 85,160 Return on assets 1.23% 0.86% 0.70% Return on economic capital 26.25 19.30 16.53 Return on average invested capital 21.01 15.31 12.82 Efficiency ratio 47.98 56.44 61.63 Table 14 Bank of Arkansas (Dollars in Thousands) Years ended December 31, --------------------------------------- 2005 2004 2003 --------------------------------------- NIR (expense) from external sources $12,055 $ 9,046 $8,700 NIR (expense) from internal sources (3,918) (2,170) (2,148) ------------- ------------- ----------- Total net interest revenue 8,137 6,876 6,552 Other operating revenue 2,063 1,394 1,205 Operating expense 4,018 4,115 3,894 Net loans charged off 52 (26) 661 Net income $ 3,745 $ 2,555 $ 1,957 Average assets $268,307 $273,700 $288,030 Average economic capital 11,900 11,450 10,720 Average invested capital 11,900 11,450 10,720 Return on assets 1.40% 0.93% 0.68% Return on economic capital 31.47 22.31 18.26 Return on average invested capital 31.47 22.31 18.26 Efficiency ratio 39.39 49.76 50.20 Table 15 Colorado State Bank and Trust (Dollars in Thousands) Years ended December 31, ------------------------------------ 2005 2004 2003 ------------------------------------ NIR (expense) from external sources $ 35,299 $ 24,034 *** NIR (expense) from internal sources (12,059) (7,312) *** ------------------------------------ Total net interest revenue 23,240 16,722 *** Other operating revenue 10,136 8,516 *** Operating expense 24,179 22,455 *** Net loans charged off 2,517 134 *** Net income $ 4,081 $ 1,619 *** Average assets $873,805 $684,329 *** Average economic capital 47,070 27,560 *** Average invested capital 89,050 69,550 *** Return on assets 0.47% 0.24% *** Return on economic capital 8.67 5.87 *** Return on average invested capital 4.58 2.33 *** Efficiency ratio 72.44 88.97 *** *** Data not meaningful due to acquisition of Colorado State Bank and Trust in September 2003. 20 Table 16 Bank of Arizona (Dollars in Thousands) Years ended December 31, ------------------------------------- 2005 2004 2003 ------------------------------------- NIR (expense) from external sources $10,690 *** *** NIR (expense) from internal sources (3,992) *** *** ------------------------------------ Total net interest revenue 6,698 *** *** Other operating revenue 1,100 *** *** Operating expense 8,828 *** *** Net loans charged off (31) *** *** Net loss $ (524) *** *** Average assets $227,081 *** *** Average economic capital 6,830 *** *** Average invested capital 23,480 *** *** Return on assets (0.23)% *** *** Return on economic capital (7.67) *** *** Return on average invested capital (2.23) *** *** Efficiency ratio 113.21 *** *** *** Data not applicable due to acquisition of Bank of Arizona in April 2005. ASSESSMENT OF FINANCIAL CONDITION SECURITIES BOK Financial maintains a securities portfolio to support its interest rate risk management strategies, provide liquidity and profitability and comply with regulatory requirements. Securities are classified as either held for investment or available for sale. Investment securities, which consist primarily of Oklahoma municipal bonds, are carried at cost and adjusted for amortization of premiums or accretion of discounts. Management has the ability and intent to hold these securities until they mature. Available for sale securities, which may be sold prior to maturity, are carried at fair value. Unrealized gains or losses, less deferred taxes, are recorded as accumulated other comprehensive income in shareholders' equity. The amortized cost of available for sale securities at December 31, 2005 increased $317 million compared with the previous year-end. Mortgage-backed securities increased $293 million and represented 97% of total available for sale securities. The increase in securities reflected an increase in available funds due to strong deposit growth during 2005. As previously discussed in the Net Interest Revenue section of this report, we hold mortgage-backed securities as part of our overall interest rate risk management strategy. The primary risk of holding mortgage-backed securities comes from extension during periods of rising interest rates or prepayment during periods of falling interest rates. We evaluate this risk through extensive modeling of risk both before making an investment and throughout the life of the security. The expected duration of the mortgage-backed securities portfolio was 2.8 years at December 31, 2005. Management estimates that the expected duration would extend to 3.3 years assuming a 300 basis point immediate rate shock. Table 17 Securities (Dollars in Thousands) December 31, ----------------------------------------------------------------------------- 2005 2004 2003 ----------------------------------------------------------------------------- Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value ----------------------------------------------------------------------------- Investment: U.S. Treasury $ 1,994 $ 1,976 $ - $ - $ - $ - Municipal and other tax-exempt 240,359 238,649 216,986 218,465 184,192 187,354 Mortgage-backed U.S. agency securities - - 1,287 1,336 2,296 2,418 Other debt securities 2,772 2,781 2,821 2,835 1,463 1,484 - ------------------------------------------------------------------------------------------------------------------------------- Total $ 245,125 $ 243,406 $ 221,094 $ 222,636 $ 187,951 $ 191,256 - ------------------------------------------------------------------------------------------------------------------------------- Available for sale: U.S. Treasury $ 16,037 $15,827 $ 27,119 $ 27,062 $ 44,679 $ 45,424 Municipal and other tax-exempt 17,153 17,078 414 404 3,271 3,257 Mortgage-backed securities: U.S. agencies 3,507,047 3,424,356 3,067,611 3,052,375 3,514,158 3,518,926 Other 1,277,161 1,250,701 1,423,613 1,418,770 845,430 848,911 - ------------------------------------------------------------------------------------------------------------------------------- Total mortgage-backed securities 4,784,208 4,675,057 4,491,224 4,471,145 4,359,588 4,367,837 - ------------------------------------------------------------------------------------------------------------------------------- Other debt securities 124 124 515 528 1,140 1,177 Equity securities and mutual funds 108,914 113,489 90,343 94,051 96,460 101,173 - ------------------------------------------------------------------------------------------------------------------------------- Total $4,926,436 $4,821,575 $4,609,615 $4,593,190 $4,505,138 $4,518,868 - -------------------------------------------------------------------------------------------------------------------------------
21 Net unrealized losses on available for sale securities totaled $105 million at December 31, 2005 compared with net unrealized losses of $16 million at December 31, 2004 due primarily to rising interest rates. None of the unrealized losses resulted from credit quality concerns. The aggregate gross amount of unrealized losses at December 31, 2005 totaled $114 million. Management evaluated the securities with unrealized losses to determine if we believe that the losses were temporary. This evaluation considered factors such as causes of the unrealized losses and prospects for recovery over various interest rate scenarios and time periods. We also considered our intent and ability to either hold or sell the securities. It is our belief, based on currently available information and our evaluation, that the unrealized losses in these securities were temporary. LOANS The aggregate loan portfolio before allowance for loan losses totaled $9.1 billion at December 31, 2005, a $1.2 billion or 15% increase since last year. Loan growth was broadly distributed among the various segments of the portfolio and across all geographic markets. The commercial loan portfolio increased $724 million during 2005. Much of this increase was focused in the services portion of the portfolio, which increased $235 million or 20%. Services, which consist of loans to a variety of businesses, comprised 16% of the total loan portfolio. Approximately $1.1 billion of the services category is made up of loans with outstanding balances of less than $10 million. Energy loans totaled $1.4 billion or 15% of total loans. Outstanding energy loans increased $176 million or 14% during 2005. Approximately $1.1 billion of the outstanding balance of energy loans was to oil and gas producers. The amount of credit available to these customers generally depends on a percentage of the value of their proven energy reserves based on anticipated prices. The energy category also included loans to borrowers involved in the transportation and sale of oil and gas and to borrowers that manufacture equipment or provide other services to the energy industry. Notable loan concentrations by primary industry of the borrowers are presented in Table 18. Table 18 Loans (In Thousands) December 31, ---------------------------------------------------------------- 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ Commercial: Energy $1,399,417 $1,223,195 $1,231,599 $1,132,178 $ 987,556 Services 1,425,821 1,190,814 989,906 917,263 807,691 Wholesale/retail 793,032 699,318 668,202 627,422 600,470 Manufacturing 514,792 484,423 482,657 501,506 467,260 Healthcare 520,309 424,257 393,929 332,359 276,789 Agriculture 291,858 262,436 228,222 186,976 170,861 Other commercial and industrial 354,706 291,393 342,187 292,094 364,123 ------------ ------------ ------------ ------------ ------------ Total commercial 5,299,935 4,575,836 4,336,702 3,989,798 3,674,750 Commercial real estate: Construction and land development 638,366 457,399 436,087 356,227 327,455 Multifamily 204,620 231,985 271,119 307,119 291,687 Other real estate loans 1,146,916 931,726 922,886 772,492 722,633 ------------ ------------ ------------ ------------ ------------ Total commercial real estate 1,989,902 1,621,110 1,630,092 1,435,838 1,341,775 Residential mortgage: Secured by 1-4 family residential properties 1,169,331 1,198,918 1,015,643 929,759 703,080 Residential mortgages held for sale 51,666 40,262 56,543 133,421 166,093 ------------ ------------ ------------ ------------ ------------ Total residential mortgage 1,220,997 1,239,180 1,072,186 1,063,180 869,173 Consumer 629,144 492,841 444,909 412,167 409,680 - ----------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ Total $9,139,978 $7,928,967 $7,483,889 $6,900,983 $6,295,378 - ----------------------------------------------------------- ------------ ------------ ------------ ------------ ------------
22 BOK Financial participates in shared national credits when appropriate to obtain or maintain business relationships with local customers. Shared national credits are defined by banking regulators as credits of more than $20 million and with three or more non-affiliated banks as participants. At December 31, 2005, the outstanding principal balance of these loans totaled $1.1 billion. Substantially all of these loans are to borrowers with local market relationships. BOK Financial serves as the agent lender in approximately 30% of its shared national credits, based on dollars committed. The Company's lending policies generally avoid loans in which we do not have the opportunity to maintain or achieve other business relationships with the customer. Commercial real estate loans totaled $2.0 billion or 22% of the loan portfolio at December 31, 2005. Commercial real estate loans grew $369 million or 23% from the previous year end. Growth in commercial real estate loans was distributed across all of our markets. Construction and land development included $494 million for single family residential lots and premises, up $144 million or 41% since December 31, 2004. The major components of other commercial real estate loans were retail facilities - $305 million and office buildings - $499 million. Commercial real estate loans secured by office buildings increased $156 million or 46% during the past year. Residential mortgage loans, excluding loans held for sale, included $350 million of home equity loans, $346 million of loans held for business relationship purposes, $232 million of adjustable rate mortgages and $182 million of loans held for community development. Consumer loans included $357 million of indirect automobile loans. Indirect automobile loans grew $123 million during 2005 due to increased demand. Substantially all of these loans were purchased from dealers in Oklahoma, although the Company began indirect automobile lending in Arkansas during 2005. The Company continued to increase geographic diversification through expansion into Texas, New Mexico, Colorado and Arizona. The percent of the loan portfolio attributed to Oklahoma was 59% at December 31, 2005 and 62% at December 31, 2004. Table 20 presents the distribution of the major loan categories among our primary market areas. Table 19 Loan Maturity and Interest Rate Sensitivity at December 31, 2005 (In Thousands) Remaining Maturities of Selected Loans -------------------------------------- Total Within 1 Year 1-5 Years After 5 Years -------------- ------------ ------------ ------------ Loan maturity: Commercial $5,299,935 $1,915,030 $2,683,475 $ 701,430 Commercial real estate 1,989,902 827,606 920,674 241,622 - --------------------------------------------- -------------- ------------ ------------ ------------ Total $7,289,837 $2,742,636 $3,604,149 $ 943,052 - --------------------------------------------- -------------- ------------ ------------ ------------ Interest rate sensitivity for selected loans with: Predetermined interest rates $2,630,474 $ 487,157 $1,684,373 $ 458,944 Floating or adjustable interest rates 4,659,363 2,255,479 1,919,776 484,108 - --------------------------------------------- -------------- ------------ ------------ ------------ Total $7,289,837 $2,742,636 $3,604,149 $ 943,052 - --------------------------------------------- -------------- ------------ ------------ ------------
23 Table 20 Loans by Principal Market Area (In Thousands) December 31, ---------------------------------------------------------------- 2005 2004 2003 2002 2001 ---------------------------------------------------------------- Oklahoma: Commercial $3,159,683 $2,847,470 $2,802,852 $2,677,616 $2,576,808 Commercial real estate 862,700 744,724 789,868 763,469 739,419 Residential mortgage 842,757 901,648 699,274 656,391 476,023 Residential mortgage held for sale 51,666 40,262 56,543 133,421 166,093 Consumer 466,180 367,947 324,305 294,404 314,060 ---------------------------------------------------------------- Total Oklahoma $5,382,986 $4,902,051 $4,672,842 $4,525,301 $4,272,403 ---------------------------------------------------------------- Texas: Commercial $1,356,611 $1,120,069 $ 963,340 $ 866,905 $ 775,788 Commercial real estate 569,921 459,067 477,561 455,364 380,602 Residential mortgage 199,726 191,296 204,481 192,575 136,181 Consumer 89,017 86,732 101,269 104,353 85,347 ---------------------------------------------------------------- Total Texas $2,215,275 $1,857,164 $1,746,651 $1,619,197 $1,377,918 ---------------------------------------------------------------- Albuquerque: Commercial $ 383,325 $ 354,904 $ 297,896 $ 286,622 $ 219,257 Commercial real estate 232,564 196,832 175,745 150,293 136,425 Residential mortgage 65,784 63,043 66,179 76,020 85,309 Consumer 15,137 13,260 11,070 11,399 8,200 ---------------------------------------------------------------- Total Albuquerque $ 696,810 $ 628,039 $ 550,890 $ 524,334 $ 449,191 ---------------------------------------------------------------- Northwest Arkansas: Commercial $ 79,719 $ 61,934 $ 63,480 $ 63,113 $ 72,728 Commercial real estate 75,483 74,478 75,452 66,712 85,329 Residential mortgage 13,044 11,238 6,245 4,773 5,567 Consumer 25,659 3,858 2,671 2,011 2,073 ---------------------------------------------------------------- Total Northwest Arkansas $ 193,905 $ 151,508 $ 147,848 $ 136,609 $ 165,697 ---------------------------------------------------------------- Colorado (1): Commercial $ 270,108 $ 191,459 $ 209,134 $ 95,542 $ 30,169 Commercial real estate 133,537 118,134 111,466 - - Residential mortgage 21,918 31,693 39,464 - - Consumer 27,871 21,044 5,594 - - ---------------------------------------------------------------- Total Colorado $ 453,434 $ 362,330 $ 365,658 $ 95,542 $ 30,169 ---------------------------------------------------------------- Arizona: Commercial $ 50,489 $ - $ - $ - $ - Commercial real estate 115,697 27,875 - - - Residential mortgage 26,102 - - - - Consumer 5,280 - - - - ---------------------------------------------------------------- Total Arizona $ 197,568 $ 27,875 $ - $ - $ - ---------------------------------------------------------------- Total BOK Financial loans $9,139,978 $7,928,967 $7,483,889 $6,900,983 $6,295,378 ----------------------------------------------------------------
(1) Includes Denver loan production office 24 LOAN COMMITMENTS BOK Financial enters into off-balance sheet arrangements in the normal course of business. These arrangements included loan commitments which totaled $4.3 billion and standby letters of credit which totaled $559 million at December 31, 2005. Loan commitments may be unconditional obligations to provide financing or conditional obligations that depend on the borrower's financial condition, collateral value or other factors. Standby letters of credit are unconditional commitments to guarantee the performance of our customer to a third party. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Table 21 Off-Balance Sheet Credit Commitments as of December 31, 2005 (In Thousands) 2005 2004 2003 2002 2001 -------------- ------------- ------------ ------------ ------------- Loan commitments $4,349,114 $3,459,425 $2,964,694 $2,884,011 $2,461,141 Standby letters of credit 558,907 414,228 374,550 290,069 248,960 - ------------------------------------ -------------- ------------- ------------ ------------ ------------- Total $4,908,021 $3,873,653 $3,339,244 $3,174,080 $2,710,101 - ------------------------------------ -------------- ------------- ------------ ------------ -------------
DERIVATIVES WITH CREDIT RISK BOK Financial offers programs that permit its customers to hedge various risks, including fluctuations in energy and cattle prices, interest rates and foreign exchange rates, or to take positions in derivative contracts. Each of these programs work essentially the same way. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between the Company and selected counterparties to minimize the risk to us of changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to the customer contracts, except for a fixed pricing spread or a fee paid to us as compensation for administrative costs, credit risk and profit. These programs create credit risk for potential amounts due to the Company from its customers and from the counterparties. Customer credit risk is monitored through existing credit policies and procedures. The effects of changes in commodity prices, interest rates or foreign exchange rates are evaluated across a range of possible options to determine the maximum exposure we are willing to have individually to any customer. Customers may also be required to provide margin collateral to further limit our credit risk. Counterparty credit risk is evaluated through existing policies and procedures. This evaluation considers the total relationship between BOK Financial and each of the counterparties. Individual limits are established by management, approved by Credit Administration and reviewed by the Asset / Liability Committee. Margin collateral is required if the exposure between the Company and any counterparty exceeds established limits. Based on declines in the counterparties' credit ratings, these limits are reduced and additional margin collateral is required. A deterioration of the credit standing of one or more of the customers or counterparties to these contracts may result in BOK Financial's recognizing a loss as the fair value of the affected contracts may no longer move in tandem with the offsetting contracts. This could occur if the credit standing of the customer or counterparty deteriorated such that either the fair value of underlying collateral no longer supported the contract or the customer or counterparty's ability to provide margin collateral was impaired. Derivative contracts are carried at fair value. At December 31, 2005, the fair values of derivative contracts reported as assets under these programs totaled $453 million. This included energy contracts with fair values of $418 million, interest rate contracts with fair values of $19 million and foreign exchange contracts with fair values of $15 million. The aggregate fair values of derivative contracts reported as liabilities totaled $452 million. Approximately 94% of the fair value of asset contracts was with customers. The credit risk of these contracts is generally backed by energy production. The remaining 6% was with counterparties, consisting primarily of highly-rated financial institutions and energy companies. The maximum net exposure to any single customer or counterparty totaled $85 million. The Company's policy had been to carry all derivative contracts at fair value on a gross asset / gross liability basis. Changes in energy prices during the third quarter of 2005 caused significant increases in the fair values of both derivative assets and liabilities. The potential impact of these increases on regulatory capital ratios caused the Company to adopt FASB Interpretation No. 39, "Offsetting Amounts Related to Certain Contracts" ("FIN 39"). FIN 39 permits, but does not require, reporting derivative assets and liabilities on a net by counterparty basis provided certain specified criteria are met. These criteria require written bilateral netting agreements between the Com- 25 pany and each of its counterparties that create a single legal claim or obligation to pay or receive the net amount in settlement of the individual derivative contracts. Amounts reported for derivative assets and liabilities in prior periods have been reclassified for consistent presentation. SUMMARY OF LOAN LOSS EXPERIENCE The reserve for loan losses, which is available to absorb losses inherent in the loan portfolio, totaled $104 million at December 31, 2005 compared to $109 million at December 31, 2004. These amounts represented 1.14% and 1.38% of outstanding loans, excluding loans held for sale, at December 31, 2005 and 2004, respectively. Losses on loans held for sale, principally mortgage loans accumulated for placement into security pools, are charged to earnings through adjustment in the carrying value. The reserve for loan losses also represented 413% of the outstanding balance of nonperforming loans at year-end 2005 compared to 206% at year-end 2004. Nonperforming loans at December 31, 2005 decreased to $25 million compared with $53 million at the previous year-end. Net loans charged off during 2005 decreased to $16 million in 2005 compared to $22 million in the previous year. Net commercial loans charged-off during 2005 totaled $5.6 million, a $6.0 million decrease from 2004. Net consumer loan charge-offs, which include deposit account overdraft losses, were $7.1 million in 2005 and $8.2 million in 2004. Table 22 provides statistical information regarding the reserve for loan losses for the past five years. Table 22 Summary of Loan Loss Experience (Dollars in Thousands) Years ended December 31, ------------------------------------------------------------------- Reserve for loan losses: 2005 2004 2003 2002 2001 ------------------------------------------------------------------- Beginning balance $108,618 $114,784 $103,851 $89,188 $72,183 Loans charged off: Commercial 9,670 13,921 16,331 13,326 18,042 Commercial real estate 2,619 971 88 286 71 Residential mortgage 1,212 1,465 1,721 412 308 Consumer 12,257 13,328 13,335 11,881 6,827 ----------------------------------------------------------------------------------------------------------------------- Total 25,758 29,685 31,475 25,905 25,248 ----------------------------------------------------------------------------------------------------------------------- Recoveries of loans previously charged off: Commercial 4,071 2,283 887 1,276 1,151 Commercial real estate 117 30 53 118 653 Residential mortgage 180 243 83 146 57 Consumer 5,176 5,171 5,102 3,436 2,727 ----------------------------------------------------------------------------------------------------------------------- Total 9,544 7,727 6,125 4,976 4,588 ----------------------------------------------------------------------------------------------------------------------- Net loans charged off 16,214 21,958 25,350 20,929 20,660 Provision for loan losses 10,401 15,792 34,000 34,228 35,365 Additions due to acquisitions 1,071 - 2,283 1,364 2,300 ----------------------------------------------------------------------------------------------------------------------- Ending balance $103,876 $108,618 $114,784 $103,851 $89,188 ----------------------------------------------------------------------------------------------------------------------- Reserve for off-balance sheet credit losses: Beginning balance $18,502 $13,855 $12,219 $12,717 $10,472 Provision for off-balance sheet credit losses 2,040 4,647 1,636 (498) 2,245 Additions due to acquisitions 32 - - - - ----------------------------------------------------------------------------------------------------------------------- Ending balance $20,574 $18,502 $13,855 $12,219 $12,717 ----------------------------------------------------------------------------------------------------------------------- Total provision for credit losses $12,441 $20,439 $35,636 $33,730 $37,610 ----------------------------------------------------------------------------------------------------------------------- Reserve for loan losses to loans outstanding at year-end (1) 1.14% 1.38% 1.55% 1.53% 1.46% Net charge-offs to average loans (1) 0.19 0.29 0.36 0.33 0.35 Total provision for credit losses to average loans (1) 0.15 0.27 0.50 0.54 0.63 Recoveries to gross charge-offs 37.05 26.03 19.46 19.21 18.17 Reserve for loan losses as a multiple of net charge-offs6.41x 4.95x 4.53x 4.96x 4.32x Reserve for off-balance sheet credit losses to off-balance sheet credit commitments 0.42% 0.48% 0.41% 0.38% 0.47% Combined reserves for credit losses to loans outstanding at year-end (1) 1.37% 1.61% 1.73% 1.72% 1.66% ----------------------------------------------------------------------------------------------------------------------- Problem Loans: Loans past due (90 days) $ 8,708 $ 7,649 $ 14,944 $ 8,117 $ 8,108 Nonaccrual2 25,162 52,660 52,681 49,855 43,540 Renegotiated - - - - 27 ----------------------------------------------------------------------------------------------------------------------- Total $ 33,870 $ 60,309 $ 67,625 $57,972 $51,675 ----------------------------------------------------------------------------------------------------------------------- Foregone interest on nonaccrual loans (2) $ 2,515 $ 4,617 $ 4,821 $ 4,770 $ 5,163 ----------------------------------------------------------------------------------------------------------------------- (1) Excludes residential mortgage loans held for sale. (2) Interest collected and recognized on nonaccrual loans was not significant in 2005 and previous years disclosed.
26 The Company considers the credit risk from loan commitments and letters of credit in its evaluation of the adequacy of the reserve for loan losses. During 2004, we adopted the preferred presentation method and separated the reserve for off-balance sheet credit risk from the reserve for loan losses. Table 22 presents the trend of reserves for off-balance sheet credit losses and the relationship between the reserve and loan commitments. It also presents the relationship between the combined reserve for credit losses and outstanding loans for comparison with peer banks and others who have not adopted the preferred presentation. The provision for credit losses included the combined charge to expense for both the reserve for loan losses and the reserve for off-balance sheet credit losses. All losses incurred from lending activities will ultimately be reflected in charge-offs against the reserve for loan losses following funds advanced against outstanding commitments and after the exhaustion of collection efforts. The reserve for off-balance sheet credit losses would decrease and the reserve for loan losses would increase as outstanding commitments are funded. Specific impairment reserves are determined through evaluation of estimated future cash flows and collateral value. At December 31, 2005, specific impairment reserves totaled $2.6 million on total impaired loans of $20 million. Nonspecific reserves are maintained for risks beyond factors specific to an individual loan or those identified through migration analysis. A range of potential losses is determined for each risk factor identified. At December 31, 2005, the ranges of potential losses for the more significant factors were: General economic conditions - $6 million to $11 million Concentration in large loans - $2 million to $3 million Allocation of the loan loss reserve to the major loan categories is presented in Table 23. The provision for credit losses totaled $12.4 million, an $8.0 million decrease from 2004. Factors considered in determining the provision for credit losses included reductions in the outstanding balances of criticized and classified loans, nonperforming loans and potential problem loans. Factors that reduce the required provision were partially offset by concerns about the effect of changes in interest rates and energy prices on the commercial real estate and commercial loan portfolios. Table 23 Loan Loss Reserve Allocation (Dollars in Thousands) December 31, ------------------------------------------------------------------------------------------------- 2005 2004 2003 2002 2001 ------------------ ------------------- ------------------- ------------------- ------------------ % of % of % of % of % of Reserve(2)Loans(1) Reserve(2) Loans(1) Reserve(2) Loans(1) Reserve(2) Loans(1) Reserve(2)Loans(1) --------- -------- --------- --------- --------- --------- --------- --------- --------- -------- Loan category: Commercial $43,915 58.32% $52,325 58.00% $58,993 58.39% $56,474 58.95% $ 51,803 59.95% Commercial real estate 25,529 21.89 21,317 20.55 16,395 21.95 16,037 21.22 14,000 21.89 Residential mortgage 5,302 12.87 5,904 15.20 6,797 13.67 3,956 13.74 3,612 11.47 Consumer 10,929 6.92 12,034 6.25 16,132 5.99 13,922 6.09 6,318 6.69 Nonspecific allowance 18,201 - 17,038 - 16,467 - 13,462 - 13,455 - - -------------------------- --------- -------- --------- --------- --------- --------- --------- --------- --------- -------- Total $103,876 100.00% $108,618 100.00% $114,784 100.00% $103,851 100.00% $ 89,188 100.00% - -------------------------- --------- -------- --------- --------- --------- --------- --------- --------- --------- -------- (1) Excludes residential mortgage loans held for sale. (2) Specific allocation for the loan concentration risks are included in the appropriate category.
27 NONPERFORMING ASSETS Information regarding nonperforming assets, which totaled $34 million at December 31, 2005 and $56 million at December 31, 2004 is presented in Table 24. Nonperforming assets included nonaccrual and renegotiated loans and excluded loans 90 days or more past due but still accruing interest. Nonaccrual loans decreased to $25 million at December 31, 2005 from $53 million at December 31, 2004. Newly identified nonaccruing loans totaled $17 million during the year. Nonaccruing loans decreased $17 million for loans charged off and foreclosed and $16 million for cash payments received. Nonaccruing loans also decreased $10 million from loans returned to accruing status after a period of satisfactory performance. Table 24 Nonperforming Assets (Dollars in Thousands) December 31, ----------------------------------------------------------------- 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------- Nonperforming loans Nonaccrual loans: Commercial $11,673 $33,195 $41,360 $39,114 $35,075 Commercial real estate 5,370 10,144 2,311 3,395 3,856 Residential mortgage 7,347 8,612 7,821 5,950 4,140 Consumer 772 709 1,189 1,396 469 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ ------------- Total nonaccrual loans 25,162 52,660 52,681 49,855 43,540 Renegotiated loans - - - - 27 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ ------------- Total nonperforming loans 25,162 52,660 52,681 49,855 43,567 Other nonperforming assets 8,476 3,763 7,186 6,719 7,141 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ ------------- Total nonperforming assets $33,638 $56,423 $59,867 $56,574 $50,708 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ ------------- Ratios: Reserve for loan losses to nonperforming loans 412.83% 206.26% 217.89% 208.31% 204.71% Nonperforming loans to period-end loans (2) 0.28 0.67 0.71 0.74 0.71 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ ------------- Loans past due (90 days)(1) $ 8,708 $ 7,649 $14,944 $ 8,117 $ 8,108 - ------------------------------------------------------------ ------------ ------------ ------------ ------------ ------------- (1) Includes residential mortgages guaranteed by agencies of the U.S. Government. $ 2,021 $ 2,308 $ 4,132 $ 4,956 $ 6,222 (2) Excludes residential mortgage loans held for sale.
The loan review process also identified loans that possess more than the normal amount of risk due to deterioration in the financial condition of the borrower or the value of the collateral. Because the borrowers are still performing in accordance with the original terms of the loan agreements, and no loss of principal or interest is anticipated, these loans were not included in Nonperforming Assets. Known information does, however, cause management concerns as to the borrowers' ability to comply with current repayment terms. These potential problem loans totaled $28 million at December 31, 2005 and $49 million at December 31, 2004. The current composition of potential problem loans by primary industry included healthcare - $12 million, real estate - $6 million and services - $5 million. DEPOSITS Deposit accounts represent our primary funding source. We compete for retail and commercial deposits by offering a broad range of products and services and focusing on customer convenience. Retail deposit growth is supported through our Perfect Banking program, free checking and on-line billpay services, an extensive network of branch locations and ATMs and a 24-hour ExpressBank call center. Commercial deposit growth is supported by offering treasury management and lockbox services. Total deposits averaged $10.1 billion for 2005, a $641 million or 7% increase over 2004. Growth in average deposits came primarily in the Texas, Oklahoma and Colorado markets. Average deposits increased $192 million or 8% in Texas, $179 million or 3% in Oklahoma and $128 million or 40% in Colorado. Consumer banking and personal financial services provided much of the deposit growth in each of these markets. Additionally, average deposits increased $90 million from the Bank of Arizona acquisition. Across all markets, average core deposits, which we define as deposits of less than $100,000, excluding public funds and brokered deposits, increased 4% to $5.2 billion. Growth in average core 28 deposits resulted from initiatives such as free on-line billpay, free checking and Perfect Banking. The remaining average deposits included accounts with balances in excess of $100,000, which totaled $3.9 billion, and brokered deposits and public funds, which totaled $987 million. Table 25 Maturity of Domestic CDs and Public Funds in Amounts of $100,000 or More (In Thousands) December 31, --------------------------- 2005 2004 --------------------------- Months to maturity: 3 or less $ 354,724 $ 412,455 Over 3 through 6 256,919 183,723 Over 6 through 12 631,691 264,101 Over 12 1,226,823 1,388,014 -------------------------------------------------------- Total $2,470,157 $2,248,293 -------------------------------------------------------- At December 31, 2005, the Company had $442 million in fixed rate, brokered certificates of deposits. The weighted-average interest rate paid on these certificates is 3.64%. Interest rate swaps have been designated as hedges of each of these certificates. The purpose of these swaps is to hedge against changes in fair value due to changes in interest rates by modifying the certificates from fixed rate to floating rates based on changes in LIBOR. We receive a weighted average fixed rate of 3.81% on these swaps and currently pay a floating rate of 4.39%. The distribution of deposit accounts among our principal markets is shown in Table 26. 29 Table 26 Deposits by Principal Market Area (In Thousands) December 31, ------------------------------------------------------------------- 2005 2004 2003 2002 2001 -------------------------------------------------------------------- Oklahoma: Demand $1,003,284 $1,095,228 $1,025,483 $1,044,628 $ 992,663 Interest-bearing: Transaction 3,002,609 2,291,089 2,246,675 1,897,353 1,650,269 Savings 85,837 87,597 98,611 103,749 101,433 Time 2,564,338 2,505,849 2,403,293 2,334,949 2,041,025 -------------------------------------------------------------------- Total interest-bearing 5,652,784 4,884,535 4,748,579 4,336,051 3,792,727 -------------------------------------------------------------------- Total Oklahoma $6,656,068 $5,979,763 $5,774,062 $5,380,679 $4,785,390 -------------------------------------------------------------------- Texas: Demand $ 615,732 $ 617,808 $ 421,292 $ 394,164 $ 305,745 Interest-bearing: Transaction 1,535,570 1,119,893 1,213,777 953,550 670,728 Savings 27,398 30,331 35,702 33,071 28,918 Time 735,731 571,993 505,463 510,512 451,031 -------------------------------------------------------------------- Total interest-bearing 2,298,699 1,722,217 1,754,942 1,497,133 1,150,677 -------------------------------------------------------------------- Total Texas $2,914,431 $2,340,025 $2,176,234 $1,891,297 $1,456,422 -------------------------------------------------------------------- Albuquerque: Demand $ 129,289 $ 136,599 $ 106,050 $ 79,953 $ 57,648 Interest-bearing: Transaction 381,099 320,118 370,294 295,174 224,265 Savings 17,839 17,885 20,728 26,704 26,848 Time 453,314 411,939 317,924 287,607 241,549 -------------------------------------------------------------------- Total interest-bearing 852,252 749,942 708,946 609,485 492,662 -------------------------------------------------------------------- Total Albuquerque $ 981,541 $ 886,541 $ 814,996 $ 689,438 $ 550,310 -------------------------------------------------------------------- Northwest Arkansas: Demand $ 10,429 $ 14,489 $ 16,351 $ 12,949 $ 10,634 Interest-bearing: Transaction 22,354 26,882 28,411 18,025 14,452 Savings 1,058 1,434 1,341 1,214 1,035 Time 75,034 99,677 105,598 134,923 87,501 -------------------------------------------------------------------- Total interest-bearing 98,446 127,993 135,350 154,162 102,988 -------------------------------------------------------------------- Total Northwest Arkansas $ 108,875 $ 142,482 $ 151,701 $ 167,111 $ 113,622 -------------------------------------------------------------------- Colorado: Demand $ 61,647 $ 62,995 $ 79,424 $ - $ - Interest-bearing: Transaction 258,668 189,106 162,651 - - Savings 17,772 19,092 18,347 - - Time 264,020 54,394 42,448 - - -------------------------------------------------------------------- Total interest-bearing 540,460 262,592 223,446 - - -------------------------------------------------------------------- Total Colorado $ 602,107 $ 325,587 $ 302,870 $ - $ - -------------------------------------------------------------------- Arizona: Demand $ 45,567 $ - $ - $ - $ - Interest-bearing: Transaction 56,994 - - - - Savings 4,111 - - - - Time 5,624 - - - - -------------------------------------------------------------------- Total interest-bearing 66,729 - - - - -------------------------------------------------------------------- Total Arizona $ 112,296 $ - $ - $ - $ - -------------------------------------------------------------------- Total BOK Financial deposits $11,375,318 $9,674,398 $9,219,863 $8,128,525 $6,905,744 --------------------------------------------------------------------
30 BORROWINGS AND CAPITAL PARENT COMPANY BOK Financial (parent company) has a $100 million unsecured revolving line of credit with certain commercial banks that expires in December 2010. There was no outstanding principal balance of this credit agreement at December 31, 2005. Interest is based upon a base rate or LIBOR plus a defined margin that is determined by the Company's credit rating. This margin ranges from 0.375% to 1.125%. The margin currently applicable to borrowings against this line is 0.500%. The base rate is defined as the greater of the daily federal funds rate plus 0.5% or the SunTrust Bank prime rate. Interest is generally paid monthly. Facility fees are paid quarterly on the unused portion of the commitment at rates that range from 0.100% to 0.250% based on the Company's credit rating. This credit agreement includes certain restrictive covenants that limit the Company's ability to borrow additional funds, to make investments and to pay cash dividends on common stock. These covenants also require BOK Financial and subsidiary banks to maintain minimum capital levels. BOK Financial met all of the restrictive covenants at December 31, 2005. The primary source of liquidity for BOK Financial is dividends from subsidiary banks, which are limited by various banking regulations to net profits, as defined, for the preceding two years. Dividends are further restricted by minimum capital requirements. Based on the most restrictive limitations, the subsidiary banks could declare up to $158 million of dividends without regulatory approval. Management has developed and the Board of Directors has approved an internal capital policy that is more restrictive than the regulatory capital standards. The subsidiary banks could declare dividends of up to $86 million under this policy. Equity capital for BOK Financial increased $141 million to $1.5 billion during 2005. Retained earnings, net income less cash dividends paid, provided $181 million to this increase. Growth in retained earnings was partially offset by a $56 million increase in accumulated other comprehensive losses due primarily to net unrealized losses on available for sale securities. The remaining increase in capital during 2005 resulted primarily from employee stock option transactions. Capital is managed to maximize long-term value to the shareholders. Factors considered in managing capital include projections of future earnings, asset growth and acquisition strategies, and regulatory and debt covenant requirements. Capital management may include subordinated debt issuance, share repurchase and stock and cash dividends. On April 26, 2005, the Board of Directors authorized a share repurchase program which replaced a previously authorized program. A maximum of two million common shares may be repurchased. The specific timing and amount of shares repurchased will vary based on market conditions, securities law limitations and other factors. Repurchases may be made over time in open market or privately negotiated transactions. The repurchase program may be suspended or discontinued at any time without prior notice. Since this program began, 30,000 shares have been repurchased by the Company for $1.3 million. During the second quarter of 2005, the Board of Directors approved the Company's first quarterly cash dividend of $0.10 per common share. The quarterly cash dividend replaced the annual dividend historically paid in shares of common stock. Concurrent with the first quarterly cash dividend, holders of the Company's convertible preferred stock exercised their conversion rights. All of the Series A Preferred Stock was converted into 6,920,666 common shares. BOK Financial and subsidiary banks are subject to various capital requirements administered by federal agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that could have a material impact on operations. These capital requirements include quantitative measures of assets, liabilities and off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators. The capital ratios for BOK Financial and each subsidiary bank are presented in Note 16 to the Consolidated Financial Statements. SUBSIDIARY BANKS BOK Financial's subsidiary banks use borrowings to supplement deposits as a source of funds for loans and securities growth. Sources of these borrowings included federal funds purchased, securities repurchase agreements and advances from the Federal Home Loan Banks. Interest rates and maturity dates for the various borrowings are matched with specific asset types in the asset/liability management process. Note 10 to the Consolidated Financial Statements provides additional information about the subsidiary banks' borrowings, including maturity and repricing periods and collateral requirements. 31 During 2005, Bank of Oklahoma issued $150 million of 10-year, fixed rate subordinated debt. The cost of this subordinated debt, including issuance discounts and hedge loss is 5.43%. The proceeds of this debt were used to repay $95 million of BOK Financial's unsecured revolving line of credit and to provide additional capital to support asset growth. In 1997, Bank of Oklahoma issued $150 million of 10-year, 7.125% fixed rate subordinated debt. During 2004, a $150 million notional amount interest rate swap was designated as a hedge of changes in fair value of the subordinated debt due to changes in interest rates. The Company receives a fixed rate of 3.165% and pays a variable rate based on 1-month LIBOR. Semi-annual swap settlements coincide with interest payments on the subordinated debenture. The interest rate swap terminates on August 15, 2007, the maturity date of the subordinated debt. OFF-BALANCE SHEET ARRANGEMENTS During 2002, BOK Financial agreed to a limited price guarantee on a portion of the common shares issued to purchase Bank of Tanglewood. The fair value of this guarantee, estimated to be $3 million based upon the Black-Scholes option pricing model, was included in the purchase price. Any holder of BOK Financial common shares issued in this acquisition may annually make a claim for the excess of the guaranteed price and the actual sales price of any shares sold during a 60-day period after each of the first five anniversary dates after October 25, 2002. The maximum annual number of shares subject to this guarantee is 210,069. The price guarantee is non-transferable and non-cumulative. BOK Financial may elect, in its sole discretion, to issue additional shares of common stock or to pay cash to satisfy any obligation under the price guarantee. The maximum remaining number of shares that may be issued to satisfy any price guarantee obligations is 10 million. If, as of any benchmark date, we have already issued 10 million shares, we are not obligated to make any further benchmark payments. Additionally, the Company's ability to pay cash to satisfy any price guarantee obligations is limited by applicable banking capital and dividend regulations. The Company will have no obligation to issue additional common shares or pay cash to satisfy any benchmark price protection obligation if the market value per share of BOK Financial common stock remains above the highest benchmark price of $42.53. The closing price of the Company's common stock on December 31, 2005 was $45.43. AGGREGATE CONTRACTUAL OBLIGATIONS BOK Financial has numerous contractual obligations in the normal course of business. These obligations include time deposits and other borrowed funds, premises used under various operating leases, commitments to extend credit to borrowers and to purchase securities, derivative contracts and contracts for services such as data processing that are integral to our operations. The following table summarizes payments due per these contractual obligations at December 31, 2005. Table 27 Contractual Obligations as of December 31, 2005 (In Thousands) Less Than 1 to 3 4 to 5 More Than 1 Year Years Years 5 Years Total -------------- ------------- ------------ ------------ ------------- Time deposits $1,010,487 $1,328,851 $ 690,977 $446,834 $3,477,149 Other borrowings 1,046,357 5,813 14,526 11,910 1,078,606 Subordinated debentures 18,188 182,367 15,000 183,125 398,680 Operating lease obligations 14,963 26,328 22,090 29,883 93,264 Derivative contracts 308,823 128,411 13,975 805 452,014 Data processing contracts 13,967 23,544 13,868 - 51,379 - ------------------------------------ -------------- ------------- ------------ ------------ ------------- Total $2,412,785 $1,695,314 $ 770,436 $672,557 $5,551,092 - ------------------------------------ -------------- ------------- ------------ ------------ -------------
Loan commitments $ 4,349,114 Standby letters of credit 558,907 Unfunded third-party private equity investments 16,438 Deferred compensation and stock-based compensation obligations 18,278 32 Payments on time deposits and other borrowed funds include interest, which has been calculated from rates at December 31, 2005. Many of these obligations have variable interest rates, and actual payments will differ from the amounts shown on this table. Obligations under derivative contracts used for interest rate risk management purposes are included with projected payments from time deposits and other borrowed funds as appropriate. Only time deposits with original terms exceeding one year are presented in Table 27. Payments on time deposits are based on contractual maturity dates. These funds may be withdrawn prior to maturity. We may charge the customer a penalty for early withdrawal. Operating lease commitments generally represent real property we rent for branch offices, corporate offices and operations facilities. Payments presented represent the minimum lease payments and exclude related costs such as utilities and property taxes. Data processing contracts represent the minimum obligations under the contracts. Additional payments that are based on the volume of transactions processed are excluded. Loan commitments represent legally binding obligations to provide financing to our customers. Since some of these commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Obligations under derivative contracts relate to customer hedging programs. As previously discussed, we have entered into derivative contracts that are expected to substantially offset the cash payments due on these obligations. The Company has commitments to make investments through its BOK Financial Private Equity Fund. These commitments generally reflect customer investment obligations. The Company has compensation and employment agreements with its President and Chief Executive Officer. Collectively, these agreements provide, among other things, that all unvested stock-based compensation shall fully vest upon his termination, subject to certain conditions. These agreements also provide for settlement in cash or other assets. We currently have recognized an $11.7 million liability for these plans. This liability would increase to $13.0 million if all awards were fully vested. We also have obligations with respect to employee and executive benefit plans. See Notes 12 and 13 to the Consolidated Financial Statements. MARKET RISK Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading. 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 as previously discussed. Responsibility for managing market risk rests with the Asset / Liability Committee that operates under policy guidelines established by the Board of Directors. The acceptable negative variation in net interest revenue, net income or economic value of equity due to a specified basis point increase or decrease in interest rates is generally limited by these guidelines to +/- 10%. These guidelines also set maximum levels for short-term borrowings, short-term assets, public funds and brokered deposits, and establish minimum levels for unpledged assets, among other things. Compliance with these guidelines is reviewed monthly. INTEREST RATE RISK - OTHER THAN TRADING BOK Financial has a large portion of its earning assets in variable rate loans and a large portion of its liabilities in demand deposit accounts and interest-bearing transaction accounts. Changes in interest rates affect earning assets more rapidly than interest-bearing liabilities in the short-term. Management has adopted several strategies to reduce this interest rate sensitivity. As previously noted in the Net Interest Revenue section of this report, management acquires securities that are funded by borrowings in the capital markets. These securities have an expected average duration of 2.8 years while the related funds borrowed have an average duration of 90 days. 33 BOK Financial also uses interest rate swaps to manage its interest rate sensitivity. These products are generally used to more closely match interest on certain fixed rate loans with funding sources and long-term certificates of deposit with earning assets. Net interest revenue decreased $1.4 million in 2005 and increased $9.9 million in 2004 from periodic settlements of these contracts. These contracts are carried on the balance sheet at fair value and changes in fair value are reported in income as derivatives gains or losses. A net gain of $1.1 million was recognized in 2005 compared with a net loss of $1.3 million in 2004 from adjustments of these swaps and hedged liabilities to fair value. Credit risk from these swaps is closely monitored as part of our overall process of managing credit exposure to other financial institutions. Additional information regarding interest rate swap contracts is presented in Note 4 to the Consolidated Financial Statements. The effectiveness of these strategies in managing the overall interest rate risk is evaluated through the use of an asset/liability model. BOK Financial performs a sensitivity analysis to identify more dynamic interest rate risk exposures, including embedded option positions, on net interest revenue, net income and economic value of equity. A simulation model is used to estimate the effect of changes in interest rates over the next 12 and 24 months based on eight interest rate scenarios. Two specified interest rate scenarios are used to evaluate interest rate risk against policy guidelines. The first assumes a sustained parallel 200 basis point increase and the second assumes a sustained parallel 200 basis point decrease in interest rates. The Company also performs a sensitivity analysis based on a "most likely" interest rate scenario, which includes non-parallel shifts in interest rates. An independent source is used to determine the most likely interest rate scenario. The Company's primary interest rate exposures include the Federal Funds rate, which affects short-term borrowings, and the prime lending rate and LIBOR, which are the basis for much of the variable rate loan pricing. Additionally, mortgage rates directly affect the prepayment speeds for mortgage-backed securities and mortgage servicing rights. Derivative financial instruments and other financial instruments used for purposes other than trading are included in this simulation. The model incorporates assumptions regarding the effects of changes in interest rates and account balances on indeterminable maturity deposits based on a combination of historical analysis and expected behavior. The impact of planned growth and new business activities is factored into the simulation model. The effects of changes in interest rates on the value of mortgage servicing rights are excluded from Table 28 due to the extreme volatility over such a large rate range. The effects of interest rate changes on the value of mortgage servicing rights and securities identified as economic hedges are presented in the Lines of Business - Mortgage Banking section of this report. Table 28 Interest Rate Sensitivity (Dollars in Thousands) 200 bp Increase 200 bp Decrease Most Likely ---------------------------------------------------------------------------------- 2005 2004 2005 2004 2005 2004 ---------------------------------------------------------------------------------- Anticipated impact over the next twelve months on net interest revenue $ 7,334 $ 7,969 $ (7,295) *** $ 5,675 $ 5,893 1.5% 1.8% (1.5)% *** 1.2% 1.3% ----------------------------------------------------------------------------------------------------------------------------- *** A 200 basis point decrease was not computed in 2004 due to low market interest rates.
The simulations used to manage market risk are based on numerous assumptions regarding the effects of changes in interest rates on the timing and extent of repricing characteristics, future cash flows and customer behavior. These assumptions are inherently uncertain, and, as a result, the model cannot precisely estimate net interest revenue, net income or economic value of equity or precisely predict the impact of higher or lower interest rates on net interest revenue, net income or economic value of equity. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, market conditions and management strategies, among other factors. 34 TRADING ACTIVITIES BOK Financial enters into trading activities both as an intermediary for customers and for its own account. As an intermediary, BOK Financial will take positions in securities, generally mortgage-backed securities, government agency securities and municipal bonds. These securities are purchased for resale to customers, which include individuals, corporations, foundations and financial institutions. BOK Financial will also take trading positions in U.S. Treasury securities, mortgage-backed securities, municipal bonds and financial futures for its own account. These positions are taken with the objective of generating trading profits. Both of these activities involve interest rate risk. A variety of methods are used to manage the interest rate risk of trading activities. These methods include daily marking of all positions to market value, independent verification of inventory pricing and position limits for each trading activity. Hedges in either the futures or cash markets may be used to reduce the risk associated with some trading programs. Management uses a Value at Risk ("VAR") methodology to measure the market risk inherent in its trading activities. VAR is calculated based upon historical simulations over the past five years using a variance / covariance matrix of interest rate changes. It represents an amount of market loss that is likely to be exceeded only one out of every 100 two-week periods. Trading positions are managed within guidelines approved by the Board of Directors. These guidelines limit the VAR to $1.8 million. At December 31, 2005, the VAR was $241 thousand. The greatest value at risk during 2005 was $1.8 million. RECENTLY ISSUED ACCOUNTING STANDARDS FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT OF FINANCIAL ACCOUNTING STANDARDS 123R, "SHARE-BASED PAYMENTS" ("FAS 123R") FAS 123R requires companies to recognize in income statements the grant-date fair value of stock options and other equity-based compensation issued to employees. Previously, FAS 123 recommended, but did not require income statement recognition of the fair value of equity-based compensation. FAS 123R also requires that share-based payments that meet specified criteria be classified as liability awards and carried at current fair value. Fair value is determined at each balance sheet date until the award is settled. Share-payments that will be settled in equity instruments are measured at grant-date fair value and not re-measured for subsequent changes in fair value. FAS 123R was effective for annual periods beginning on or after June 15, 2005. We previously adopted the preferred income statement recognition methods of the original FAS 123. Management does not expect FAS 123R to have a significant effect on its financial statements. FSP 115-1 AND FAS 124-1 THE MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS ("FSP 115-1") FSP 115-1 addressed the determination as to when an investment is considered impaired, whether that impairment is other-than-temporary and the measurement of an impairment loss. It also addressed accounting considerations subsequent to the recognition of an other-than-temporary impairment and disclosures about unrealized losses that have not been recognized. An investment is considered impaired when its fair value is less than cost. Determination of when an unrealized loss must be recognized as an other-than-temporary impairment is based on an assessment of factors, including the nature of the asset, the financial condition and near-term prospects of the issuer, whether the asset can be prepaid by the issuer in a manner that the investor will not recover its investment, the severity and duration of the impairment and the investor's ability and intent to hold the asset until the fair value recovers. FSP 115-1 was effective for reporting periods beginning after December 15, 2005. Guidance provided by FSP 115-1 had previously been issued in other authoritative literature, including SEC Staff Accounting Bulletin No. 59, and we do not expect a significant impact on future financial statements. 35 FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about BOK Financial, the financial services industry and the economy in general. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "plans," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. Management judgments relating to and discussion of the provision and reserve for loan losses involve judgments as to expected events and are inherently forward-looking statements. Assessments that BOK Financial's acquisitions and other growth endeavors will be profitable are necessary statements of belief as to the outcome of future events, based in part on information provided by others that BOK Financial has not independently verified. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expressed, implied or forecasted in such forward-looking statements. Internal and external factors that might cause such a difference include, but are not limited to: (1) the ability to fully realize expected cost savings from mergers within the expected time frames, (2) the ability of other companies on which BOK Financial relies to provide goods and services in a timely and accurate manner, (3) changes in interest rates and interest rate relationships, (4) demand for products and services, (5) the degree of competition by traditional and nontraditional competitors, (6) changes in banking regulations, tax laws, prices, levies and assessments, (7) the impact of technological advances and (8) trends in customer behavior as well as their ability to repay loans. BOK Financial and its affiliates undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise. LEGAL NOTICE As used in this report, the term "BOK Financial" and such terms as "the Company," "the Corporation," "our," "we" and "us" may refer to one or more of the consolidated subsidiaries or all of them taken as a whole. All these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs. 36 REPORT OF MANAGEMENT ON FINANCIAL STATEMENTS Management of BOK Financial is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and necessarily include some amounts that are based on our best estimates and judgments. Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, conducted an assessment of internal control over financial reporting as of December 31, 2005. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. In establishing internal control over financial reporting, management assesses risk and designs controls to prevent or detect financial reporting misstatements that may be consequential to a reader. Management also assesses the impact of any internal control deficiencies and oversees efforts to continuously improve internal control over financial reporting. Because of inherent limitations, it is possible that internal controls may not prevent or detect misstatements, and it is possible that internal controls may vary over time based on changing conditions. There have been no material changes in internal controls subsequent to December 31, 2005. The Risk Oversight and Audit Committee, consisting entirely of independent directors, meets regularly with management, internal auditors and the independent registered public accounting firm, Ernst & Young LLP, regarding management's assessment of internal control over financial reporting. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has assessed the effectiveness of the Company's internal control over financial reporting based on the criteria established in "Internal Control - Integrated Framework," issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on that assessment and criteria, management has determined that the Company maintained effective internal control over financial reporting as of December 31, 2005. Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this annual report, has issued an audit report on management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2005. Their report, which expresses unqualified opinions on management's assessment and on the effectiveness of the Company's internal control over financial reporting as of December 31, 2005, is included in this annual report. 37 REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT ON CONSOLIDATED FINANCIAL STATEMENTS The Board of Directors and Shareholders of BOK Financial Corporation We have audited the accompanying consolidated balance sheets of BOK Financial Corporation as of December 31, 2005 and 2004, and the related consolidated statements of earnings, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of BOK Financial Corporation at December 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of BOK Financial Corporation's internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2006 expressed an unqualified opinion thereon. Ernst & Young LLP Tulsa, Oklahoma March 10, 2006 38 REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT ON EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING The Board of Directors and Shareholders of BOK Financial Corporation We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting, that BOK Financial Corporation maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). BOK Financial Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assessment that BOK Financial Corporation maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, BOK Financial Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2005 consolidated financial statements of BOK Financial Corporation and our report dated March 1, 2006 expressed an unqualified opinion thereon. Ernst & Young LLP Tulsa, Oklahoma March 10, 2006 39 Consolidated Statements of Earnings (In Thousands Except Share And Per Share Data) 2005 2004 2003 ----------------- ----------------- ----------------- INTEREST REVENUE Loans $ 554,691 $ 408,115 $ 375,788 Taxable securities 205,952 197,884 180,581 Tax-exempt securities 7,329 7,359 7,898 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Total securities 213,281 205,243 188,479 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Trading securities 675 573 625 Funds sold and resell agreements 1,287 353 281 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Total interest revenue 769,934 614,284 565,173 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- INTEREST EXPENSE Deposits 210,400 144,433 131,929 Borrowed funds 95,826 38,847 32,272 Subordinated debentures 14,367 7,761 9,477 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Total interest expense 320,593 191,041 173,678 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- NET INTEREST REVENUE 449,341 423,243 391,495 PROVISION FOR CREDIT LOSSES 12,441 20,439 35,636 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- NET INTEREST REVENUE AFTER PROVISION FOR CREDIT LOSSES 436,900 402,804 355,859 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- OTHER OPERATING REVENUE Brokerage and trading revenue 44,222 41,107 41,152 Transaction card revenue 72,036 64,816 57,352 Trust fees and commissions 65,187 57,532 45,763 Service charges and fees on deposit accounts 98,361 93,712 82,042 Mortgage banking revenue 30,681 28,189 52,336 Other revenue 35,114 27,209 27,573 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Total fees and commissions 345,601 312,565 306,218 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Gain on sales of assets 7,061 887 822 Gain (loss) on securities, net (6,895) (3,088) 7,188 Gain (loss) on derivatives, net 1,179 (1,474) (9,375) - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Total other operating revenue 346,946 308,890 304,853 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- OTHER OPERATING EXPENSE Personnel 258,971 240,661 222,922 Business promotion 17,964 15,618 12,937 Contribution of stock to BOK Charitable Foundation - 5,561 - Professional fees and services 16,596 15,487 17,935 Net occupancy and equipment 50,195 47,289 45,967 Data processing and communications 67,026 60,025 53,398 Printing, postage and supplies 15,066 14,034 13,930 Net (gains) losses and operating expenses on repossessed assets 572 (4,016) 271 Amortization of intangible assets 6,943 8,138 8,101 Mortgage banking costs 14,562 18,167 40,296 Recovery for impairment of mortgage servicing rights (3,915) (1,567) (22,923) Other expense 25,126 21,827 20,604 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- Total other operating expense 469,106 441,224 413,438 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- INCOME BEFORE TAXES 314,740 270,470 247,274 Federal and state income tax 113,235 91,447 88,914 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- NET INCOME $ 201,505 $ 179,023 $ 158,360 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- EARNINGS PER SHARE: Basic $ 3.14 $ 3.00 $ 2.67 Diluted $ 3.01 $ 2.68 $ 2.38 - ------------------------------------------------------------------------- ----------------- ----------------- ----------------- AVERAGE SHARES USED IN COMPUTATION: Basic 64,067,873 59,128,395 58,699,951 Diluted 67,047,064 66,732,496 66,509,121 - ------------------------------------------------------------------------- ----------------- ----------------- -----------------
See accompanying notes to consolidated financial statements. 40 Consolidated Balance Sheets (In Thousands Except Share Data) December 31, ----------------------------------- 2005 2004 ----------------- ----------------- ASSETS Cash and due from banks $ 684,857 $ 503,715 Funds sold and resell agreements 14,465 27,376 Trading securities 18,633 9,692 Securities: Available for sale 4,821,575 4,080,696 Available for sale securities pledged to creditors - 512,494 Investment (fair value: 2005 - $243,406; 2004 - $222,636) 245,125 221,094 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Total securities 5,066,700 4,814,284 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Loans 9,139,978 7,928,967 Less reserve for loan losses (103,876) (108,618) - ------------------------------------------------------------------------------------------- ----------------- ----------------- Loans, net of reserve 9,036,102 7,820,349 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Premises and equipment, net 179,627 172,643 Accrued revenue receivable 99,874 79,644 Intangible assets, net 263,022 242,594 Mortgage servicing rights, net 54,097 45,678 Real estate and other repossessed assets 8,476 3,763 Bankers' acceptances 33,001 31,799 Receivable on unsettled security transactions - 56,873 Derivative contracts 452,878 130,297 Other assets 341,175 206,953 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Total assets $ 16,252,907 $ 14,145,660 - ------------------------------------------------------------------------------------------- ----------------- ----------------- LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing demand deposits $ 1,865,948 $ 1,927,119 Interest-bearing deposits: Transaction 5,257,295 3,947,088 Savings 154,015 156,339 Time 4,098,060 3,643,852 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Total deposits 11,375,318 9,674,398 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Funds purchased and repurchase agreements 1,337,911 1,555,507 Other borrowings 1,054,298 1,015,000 Subordinated debentures 295,964 151,594 Accrued interest, taxes and expense 18,057 71,062 Bankers' acceptances 33,001 31,799 Due on unsettled security transactions 8,429 - Derivative contracts 466,669 137,538 Other liabilities 124,106 110,268 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Total liabilities 14,713,753 12,747,166 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Shareholders' equity: Preferred stock - 12 Common stock ($.00006 par value; 2,500,000,000 shares authorized; shares issued and outstanding: 2005 - 67,904,533; 2004 - 60,420,811) 4 4 Capital surplus 656,579 631,747 Retained earnings 990,422 809,261 Treasury stock (shares at cost: 2005 - 1,202,125; 2004 - 998,393) (40,040) (30,905) Accumulated other comprehensive loss (67,811) (11,625) - ------------------------------------------------------------------------------------------- ----------------- ----------------- Total shareholders' equity 1,539,154 1,398,494 - ------------------------------------------------------------------------------------------- ----------------- ----------------- Total liabilities and shareholders' equity $ 16,252,907 $ 14,145,660 - ------------------------------------------------------------------------------------------- ----------------- -----------------
See accompanying notes to consolidated financial statements. 41 Consolidated Statements of Cash Flows (In Thousands) 2005 2004 2003 -------------- -------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 201,505 $ 179,023 $ 158,360 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 12,441 20,439 35,636 Recovery for mortgage servicing rights impairment (3,915) (1,567) (22,923) Unrealized losses from derivatives 8,463 6,124 5,888 Depreciation and amortization 44,860 47,298 64,425 Tax benefit on exercise of stock options 3,583 4,609 1,325 Stock-based compensation 4,848 11,306 5,746 Net (accretion) amortization of securities discounts and premiums (1,159) (3,116) 8,965 Net gain on sale of assets (15,230) (11,678) (44,426) Contribution of stock to BOK Charitable Foundation - 5,561 - Mortgage loans originated for resale (783,498) (635,624) (1,314,453) Proceeds from sale of mortgage loans held for resale 770,115 666,549 1,420,475 Change in trading securities (8,941) (1,869) (2,713) Change in accrued revenue receivable (20,230) (4,664) (2,962) Change in other assets 17,592 (48,766) (28,442) Change in accrued interest, taxes and expense (53,005) (14,722) 11,366 Change in other liabilities 33,102 39,218 (13,906) - ------------------------------------------------------------------------------- -------------- -------------- ------------- Net cash provided by operating activities 210,531 258,121 282,361 - ------------------------------------------------------------------------------- -------------- -------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of available for sale securities 1,537,628 2,652,554 5,089,734 Proceeds from maturities of investment securities 54,336 61,583 65,504 Proceeds from maturities of available for sale securities 868,401 1,036,014 2,410,213 Purchases of investment securities (78,675) (94,947) (55,678) Purchases of available for sale securities (2,731,763) (3,800,015) (8,145,655) Loans originated or acquired net of principal collected (1,287,158) (554,128) (741,405) Net payments or proceeds on derivative asset contracts 4,290 (9,368) (41,226) Net change in other investment assets 33,718 3,208 (3,849) Proceeds from disposition of assets 88,527 69,320 65,989 Purchases of assets (49,199) (34,404) (62,926) Cash and cash equivalents of subsidiaries and branches acquired and sold, net (29,093) - 2,123 - ------------------------------------------------------------------------------- -------------- -------------- ------------- Net cash used by investing activities (1,588,988) (670,183) (1,417,176) - ------------------------------------------------------------------------------- -------------- -------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net change in demand deposits, transaction deposits and savings accounts 1,246,713 185,409 984,603 Net change in certificates of deposit 457,412 269,126 107,522 Net change in other borrowings (83,299) (55,811) 65,610 Change in amount receivable (due) on unsettled security transactions 65,302 (65,132) 74,160 Pay down of revolving line of credit (95,000) - (95,000) Issuance of preferred, common and treasury stock, net 7,032 7,132 4,627 Issuance of subordinated debenture 147,855 - - Net change in derivative margin accounts (167,137) (50,202) (31,763) Net payments or proceeds on derivative liability contracts (9,407) 10,259 45,538 Repurchase of common stock (2,439) - - Dividends paid (20,344) (1,540) (785) - ------------------------------------------------------------------------------- -------------- -------------- ------------- Net cash provided by financing activities 1,546,688 299,241 1,154,512 - ------------------------------------------------------------------------------- -------------- -------------- ------------- Net increase (decrease) in cash and cash equivalents 168,231 (112,821) 19,697 Cash and cash equivalents at beginning of period 531,091 643,912 624,215 - ------------------------------------------------------------------------------- -------------- -------------- ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 699,322 $ 531,091 $ 643,912 - ------------------------------------------------------------------------------- -------------- -------------- ------------- CASH PAID FOR INTEREST $ 312,200 $ 192,187 $ 176,225 - ------------------------------------------------------------------------------- -------------- -------------- ------------- CASH PAID FOR TAXES 104,543 95,282 81,596 - ------------------------------------------------------------------------------- -------------- -------------- ------------- NET LOANS TRANSFERRED TO REPOSSESSED REAL ESTATE 11,633 6,013 6,378 - ------------------------------------------------------------------------------- -------------- -------------- ------------- PAYMENT OF DIVIDENDS IN COMMON STOCK - 65,899 58,300 - ------------------------------------------------------------------------------- -------------- -------------- -------------
See accompanying notes to consolidated financial statements. 42 Consolidated Statements of Changes in Shareholders' Equity (In Thousands) Preferred Stock Common Stock ------------------------------ ------------------------------ Shares Amount Shares Amount - ------------------------------------------------------------------------------------------------------------------------------ December 31, 2002 250,000 $25 55,750 $3 Comprehensive income: Net income - - - - Other comprehensive loss, net of tax - - - - Comprehensive income Exercise of stock options - - 603 - Tax benefit on exercise of stock options - - - - Stock-based compensation - - - - Cash dividends on preferred stock - - - - Redeem nonvoting preferred units - (13) - - Dividends paid in shares of common stock: Preferred stock - - 23 - Common stock - - 1,680 1 - ------------------------------------------------------------------------------------------------------------------------------ December 31, 2003 250,000 12 58,056 4 Comprehensive income: Net income - - - - Other comprehensive loss, net of tax - - - - Comprehensive income Exercise of stock options - - 616 - Conversion of preferred stock to common (25) - - - Tax benefit on exercise of stock options - - - - Stock-based compensation - - - - Cash dividends on preferred stock - - - - Dividends paid in shares of common stock - - 1,749 - - ------------------------------------------------------------------------------------------------------------------------------ December 31, 2004 249,975 12 60,421 4 Comprehensive income: Net income - - - - Other comprehensive loss, net of tax - - - - Comprehensive income Treasury stock purchase - - - - Exercise of stock options - - 563 - Conversion of preferred stock to common (249,975) (12) 6,921 - Tax benefit on exercise of stock options - - - - Stock-based compensation - - - - Cash dividends on: Preferred stock - - - - Common stock - - - - - ------------------------------------------------------------------------------------------------------------------------------ December 31, 2005 - $ - 67,905 $4 - ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 43 Accumulated Other Comprehensive Capital Retained Treasury Stock ------------------------------------ Income (Loss) Surplus Earnings Shares Amount Total - -------------------- ----------------- ----------------- ----------------- ------------------ --------------- $ 43,088 $475,054 $598,777 683 $(17,421) $1,099,526 - - 158,360 - - 158,360 (34,629) - - - - (34,629) --------------- 123,731 --------------- - 10,953 - 145 (6,326) 4,627 - 1,325 - - - 1,325 - 219 - - - 219 - - (750) - - (750) - - - - - (13) - 750 (750) - - - - 58,293 (57,585) 21 (744) (35) - -------------------- ----------------- ----------------- ----------------- ------------------ --------------- 8,459 546,594 698,052 849 (24,491) 1,228,630 - - 179,023 - - 179,023 (20,084) - - - - (20,084) --------------- 158,939 --------------- - 12,507 - 122 (5,375) 7,132 - - - - - - - 4,609 - - - 4,609 - 1,099 - - - 1,099 - - (1,875) - - (1,875) - 66,938 (65,939) 27 (1,039) (40) - -------------------- ----------------- ----------------- ----------------- ------------------ --------------- (11,625) 631,747 809,261 998 (30,905) 1,398,494 - - 201,505 - - 201,505 (56,186) - - - - (56,186) --------------- 145,319 --------------- - - - 60 (2,439) (2,439) - 13,728 - 144 (6,696) 7,032 - 12 - - - - - 3,583 - - - 3,583 - 7,509 - - - 7,509 - - (375) - - (375) - - (19,969) - - (19,969) - -------------------- ----------------- ----------------- ----------------- ------------------ --------------- $(67,811) $656,579 $990,422 1,202 $ (40,040) $ 1,539,154 - -------------------- ----------------- ----------------- ----------------- ------------------ ---------------
44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Consolidated Financial Statements of BOK Financial Corporation ("BOK Financial" or "the Company") have been prepared in conformity with accounting principles generally accepted in the United States, including general practices of the banking industry. The consolidated financial statements include the accounts of BOK Financial and its subsidiaries, principally Bank of Oklahoma, N.A. and its subsidiaries ("BOk"), Bank of Texas, N.A., Bank of Arkansas, N.A., Bank of Albuquerque, N.A., Colorado State Bank and Trust, N.A., Bank of Arizona, N.A. and BOSC, Inc. During 2005, the Company adopted FASB Interpretation No. 39, "Offsetting Amounts Related to Certain Contracts" ("FIN 39"). FIN 39 permits reporting derivative assets and liabilities on a net by counterparty basis provided certain specified criteria are met. These criteria require written bilateral netting agreements between the Company and each of its counterparties that create a single legal claim or obligation to pay or receive the net amount in settlement of the individual derivative contracts. Amounts reported for derivative assets and liabilities in prior periods have been reclassified for consistent presentation. The consolidated financial statements would also include the assets, liabilities, non-controlling interests and results of operations of variable interest entities ("VIEs") when BOK Financial is determined to be the primary beneficiary. Variable interest entities are generally defined in FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities," as entities that either do not have sufficient equity to finance their activities without support from other parties or whose equity investors lack a controlling financial interest. BOK Financial is not the primary beneficiary in any VIE that would be significant to its operations. NATURE OF OPERATIONS BOK Financial, through its subsidiaries, provides a wide range of financial services to commercial and industrial customers, other financial institutions and consumers throughout Oklahoma; Northwest Arkansas; Dallas and Houston, Texas; Albuquerque, New Mexico; Denver, Colorado, and Phoenix, Arizona. These services include depository and cash management; lending and lease financing; mortgage banking; securities brokerage, trading and underwriting; and personal and corporate trust. USE OF ESTIMATES Preparation of BOK Financial's consolidated financial statements requires management to make estimates of future economic activities, including loan collectibility, prepayments and cash flows from customer accounts. These estimates are based upon current conditions and information available to management. Actual results may differ significantly from these estimates. ACQUISITIONS Assets and liabilities acquired, including identifiable intangible assets, are recorded at fair values on the acquisition dates. The Consolidated Statements of Earnings include the results of operations from the dates of acquisition. INTANGIBLE ASSETS Intangible assets, which generally result from business combinations, are accounted for under the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," and No. 147, "Acquisitions of Certain Financial Institutions." Intangible assets with indefinite lives, such as goodwill, are evaluated for each of BOK Financial's business units for impairment annually or more frequently if conditions indicate impairment. The evaluation of possible impairment of intangible assets involves significant judgment based upon short-term and long-term projections of future performance. The fair value of BOK Financial's business units is estimated by the discounted future earnings method. Income growth is projected over a five-year period for each unit and a terminal value is computed. This projected income stream is converted to current fair value by using a discount rate that reflects a rate of return required by a willing buyer. Core deposit intangible assets are amortized using accelerated methods over the estimated lives of the acquired deposits. These assets generally have a weighted average life of 5 years. Other intangible assets are amortized using accelerated or straight-line methods, as appropriate, over the estimated benefit periods. These periods range from 5 years to 20 years. The net book values of core deposit intangible assets are evaluated for impairment when economic conditions indicate impairment may exist. 45 CASH EQUIVALENTS Due from banks, funds sold (generally federal funds sold for one-day periods) and resell agreements (which generally mature within one to 30 days) are considered cash equivalents. SECURITIES Securities are identified as trading, investment (held to maturity) or available for sale at the time of purchase based upon the intent of management, liquidity and capital requirements, regulatory limitations and other relevant factors. Trading securities, which are acquired for profit through resale, are carried at market value with unrealized gains and losses included in current period earnings. Investment securities are carried at amortized cost. Amortization is computed by methods that approximate level yield and is adjusted for changes in prepayment estimates. Investment securities may be sold or transferred to trading or available for sale classification in certain limited circumstances specified in generally accepted accounting principles. Securities identified as available for sale are carried at fair value. Unrealized gains and losses are recorded, net of deferred income taxes, as accumulated other comprehensive income (loss) in shareholders' equity. Unrealized losses on securities are evaluated to determine if the losses are temporary based on various factors, including the cause of the loss, prospects for recovery and management's intent and ability to hold the security until the fair value exceeds amortized cost. An impairment charge is recorded against earnings if the loss is determined to be other than temporary. Realized gains and losses on sales of securities are based upon the amortized cost of the specific security sold. Available for sale securities are separately identified as pledged to creditors if the creditor has the right to sell or repledge the collateral. The purchase or sale of securities is recognized on a trade date basis. A net receivable or payable is recognized for subsequent transaction settlement. BOK Financial will periodically commit to purchase to-be-announced mortgage-backed securities. These commitments are carried at fair value if they are considered derivative contracts. These commitments are not reflected in BOK Financial's balance sheet until settlement date if they meet specific criteria exempting them from the definition of derivative contracts. DERIVATIVE INSTRUMENTS Derivative instruments may be used by the Company as part of its interest rate risk management programs or may be offered to customers. All derivative instruments are carried at fair value. The determination of fair value of derivative instruments considers changes in interest rates, commodity prices, foreign exchange rates and counterparty credit ratings, when appropriate. Changes in fair value are generally reported in income as they occur. Derivative instruments used to manage interest rate risk consist primarily of interest rate swaps. These contracts modify the interest income or expense of certain assets or liabilities. Amounts receivable from or payable to counterparties are reported in interest income or expense using the accrual method. Changes in fair value of interest rate swaps are reported in other operating revenue - gains or losses on derivatives. In certain circumstances, interest rate swaps may be designated as fair value hedges and may qualify for hedge accounting. In these circumstances, changes in the fair value of the hedged asset or liability that are attributable to the hedged risk are also reported in other operating revenue - gains or losses on derivatives, and may partially or completely offset the change in fair value of the interest rate swap. Fair value hedges are considered to be effective if the cumulative fair value adjustment of the interest rate swap is within a range of 80% to 120% of the change in fair value of the hedged asset or liability. Interest rate swaps may be designated as cash flow hedges of variable rate assets or liabilities, or of anticipated transactions. Changes in the fair value of interest rate swaps designated as cash flow hedges are recorded in accumulated other comprehensive income to the extent they are effective. The amount recorded in other comprehensive income is reclassified to earnings in the same periods as the hedged cash flows impact earnings. The ineffective portion of changes in fair value is reported in current earnings. If a derivative instrument that had been designated as a fair value hedge is terminated or if the hedge designation is removed or deemed to no longer be effective, the difference between the hedged item's carrying value and its face amount is recognized into income over the remaining original hedge period. Similarly, if a derivative instrument that had been designated as a cash flow hedge is terminated or if the hedge designation is removed or deemed to no longer 46 be effective, the amount remaining in accumulated other comprehensive income is reclassified to earnings in the same period as the hedged item. BOK Financial also enters into mortgage loan commitments that are considered derivative instruments. Forward sales contracts are used to hedge these mortgage loan commitments as well as mortgage loans held for sale. Mortgage loan commitments are carried at fair value based upon quoted prices, excluding the value of loan servicing rights or other ancillary values. Changes in fair value of the mortgage loan commitments and forward sales contracts are reported in other operating revenue - mortgage banking revenue. Derivative contracts are also offered to customers to assist in hedging their risks of adverse changes in commodity prices, interest rates and foreign exchange rates. BOK Financial serves as an intermediary between its customers and the markets. Each contract between BOK Financial and its customers is offset by a contract between BOK Financial and various counterparties. These contracts are carried at fair value. Compensation for credit risk and reimbursement of administrative costs are recognized over the life of the contracts and included in other operating revenue - brokerage and trading revenue. LOANS Loans are either secured or unsecured based on the type of loan and the financial condition of the borrower. Repayment is generally expected from cash flow or proceeds from the sale of selected assets of the borrower. BOK Financial is exposed to risk of loss on loans due to the borrower's difficulties, which may arise from any number of factors, including problems within the respective industry or local economic conditions. Access to collateral, in the event of borrower default, is reasonably assured through adherence to applicable lending laws and through sound lending standards and credit review procedures. Interest is accrued at the applicable interest rate on the principal amount outstanding. Loans are placed on nonaccrual status when, in the opinion of management, full collection of principal or interest is uncertain, generally when the collection of principal or interest is 90 days or more past due. Interest previously accrued but not collected is charged against interest income when the loan is placed on nonaccrual status. Payments on nonaccrual loans are applied to principal or reported as interest income, according to management's judgment as to the collectibility of principal. Loan origination and commitment fees and direct loan acquisition and origination costs, when significant, are deferred and amortized as an adjustment to yield over the life of the loan or over the commitment period, as applicable. Mortgage loans held for sale are carried at the lower of aggregate cost or market value. Mortgage loans held for sale that are designated as hedged assets are carried at fair value based on sales commitments or market quotes. Changes in fair value after the date of designation of an effective hedge are recorded in other operating revenue - mortgage banking revenue. RESERVE FOR LOAN LOSSES AND OFF-BALANCE SHEET CREDIT LOSSES Reserves for loan losses and off-balance sheet credit losses are assessed by management, based upon an ongoing quarterly evaluation of the probable estimated losses inherent in the portfolio, and includes probable losses on both outstanding loans and unused commitments to provide financing. A consistent methodology has been developed that includes reserves assigned to specific criticized loans, general reserves that are based upon statistical migration analyses for each category of loans, and a nonspecific allowance that is based upon an analysis of current economic conditions, loan concentrations, portfolio growth and other relevant factors. The reserve for loan losses related to loans that are identified for evaluation in accordance with Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" ("FAS 114"), is based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. Loans are considered to be impaired when it becomes probable that BOK Financial will be unable to collect all amounts due according to the contractual terms of the loan agreement. This is substantially the same criteria used to determine when a loan should be placed on nonaccrual status. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. In accordance with the provisions of FAS 114, management has excluded small balance, homogeneous loans from the impairment evaluation specified in FAS 114. Such loans include 1-4 family mortgage loans, consumer loans and commercial loans with committed amounts less than $1 million. The adequacy of the reserve for loan losses applicable to these loans is evaluated in accordance with gen- 47 erally accepted accounting principles and standards established by the banking regulatory authorities and adopted as policy by BOK Financial. A provision for credit losses is charged against earnings in amounts necessary to maintain adequate reserves for loan and off-balance sheet credit losses. Loans are charged off when the loan balance or a portion of the loan balance is no longer covered by the paying capacity of the borrower based on an evaluation of available cash resources and collateral value. Loans are evaluated quarterly and charge-offs are taken in the quarter in which the loss is identified. Additionally, all unsecured or under-secured loans that are past due by 180 days or more are charged off within 30 days. Recoveries of loans previously charged off are added to the reserve. TRANSFERS OF FINANCIAL ASSETS BOK Financial transfers pools of financial assets as part of its mortgage banking activities and periodically may transfer other financial assets. These transfers are recorded as sales for financial reporting purposes when the criteria for surrender of control specified in Statement of Financial Accounting Standards, No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" are met. BOK Financial may retain the right to service the assets and a residual interest in excess cash flows generated by the assets and may incur a recourse obligation. The carrying value of the assets sold is allocated between the financial components sold and retained based on relative fair values. The fair value of the retained assets is determined by a discounting of expected future net cash to be received using assumed market interest rates for these instruments. Residual interests are carried at fair value. Changes in fair values are recorded in income. Servicing rights are carried at the lower of amortized cost or fair value. A valuation allowance is provided when amortized cost of servicing rights exceeds fair value. REAL ESTATE AND OTHER REPOSSESSED ASSETS Real estate and other repossessed assets are assets acquired in partial or total forgiveness of loans. These assets are carried at the lower of cost, which is determined by fair value at date of foreclosure, or current fair value. Income generated by these assets is recognized as received, and operating expenses are recognized as incurred. PREMISES AND EQUIPMENT Premises and equipment are carried at cost including capitalized interest, when appropriate, less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the estimated useful lives or remaining lease terms. Useful lives range from 5 years to 40 years for buildings and improvements, 3 years to 7 years for software and 3 years to 10 years for furniture and equipment. Repair and maintenance costs are charged to expense as incurred. Rent expense for leased premises is recognized as incurred over the lease term. The effects of rent holidays, significant rent escalations and other adjustments to rent payments are recognized over the lease term. MORTGAGE SERVICING RIGHTS Capitalized mortgage servicing rights are carried at the lower of amortized cost or fair value. Amortization is determined in proportion to the projected cash flows over the estimated lives of the servicing portfolios. The actual cash flows are dependent upon the prepayment of the mortgage loans and may differ significantly from the estimates. There is no active market for trading in mortgage servicing rights. A cash flow model is used to determine fair value. Key assumptions and estimates including projected prepayment speeds and assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates used by this model are based on current market sources. A separate third party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated daily for changes in market conditions. At least annually, we request estimates of fair value from outside sources to corroborate the results of the valuation model. Permanent impairment of mortgage servicing rights is evaluated quarterly. A strata is considered to be permanently impaired if the fair value does not exceed amortized cost after assuming a 300 basis point increase in mortgage interest rates. The amortized cost of the asset is reduced to the calculated fair value through a charge against the valuation allowance. 48 Originated mortgage servicing rights are recognized when either mortgage loans are originated pursuant to an existing plan for sale or, if no such plan exists, when the mortgage loans are sold. The fair value of the originated servicing rights is determined at closing based upon relative fair value. Purchased mortgage servicing rights are recorded at cost. FEDERAL AND STATE INCOME TAXES BOK Financial and its subsidiaries file consolidated tax returns. The subsidiaries provide for income taxes on a separate return basis and remit to BOK Financial amounts determined to be currently payable. Current income tax expense is based on an effective tax rate that considers statutory federal and state income tax rates and permanent differences between income and expense recognition for financial reporting and income tax purposes. The amount of current income tax expense recognized in any period may differ from amounts reported to taxing authorities. BOK Financial has a tax contingency reserve, which is included in accrued current income taxes payable, for the uncertain portion of recorded tax benefits and related interest. These uncertainties result from the application of complex tax laws, rules, regulations and interpretations, primarily in state taxing jurisdictions. The adequacy of this reserve is assessed quarterly and may be adjusted through current income tax expense in future periods based on changing facts and circumstances, completion of examinations by taxing authorities or expiration of a statute of limitations. Deferred tax assets and liabilities are determined based upon the difference between the values of the assets and liabilities as reflected in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. As changes in tax law or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. EMPLOYEE BENEFIT PLANS BOK Financial sponsors a defined benefit cash balance pension plan ("Pension Plan"), qualified profit sharing plans ("Thrift Plans") and employee healthcare plans. Pension Plan costs, which are based upon actuarial computations of current costs, are expensed annually. Unrecognized prior service cost and net gains or losses are amortized on a straight-line basis over the lesser of the average remaining service periods of the participants or 10 years. Employer contributions to the Pension Plan are in accordance with Federal income tax regulations. Employer contributions to the Thrift Plans, which match employee contributions subject to percentage and years of service limits, are expensed when incurred. BOK Financial recognizes the expense of health care benefits on the accrual method. STOCK COMPENSATION PLANS BOK Financial has adopted the expense recognition provisions of Financial Accounting Standards Board Statement No. 123, "Accounting for Stock-Based Compensation" ("FAS 123"), as amended by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("FAS 148"). Grant date fair value of stock options is based on the Black-Scholes option pricing model. Stock options generally have graded vesting over 7 years. Each tranche is considered a separate award for valuation and compensation cost recognition. Grant date fair value of non-vested shares is based on the current market value of BOK Financial common stock. Non-vested shares cliff vest in 5 years. Compensation cost is recognized as expense over the vesting period. Expense is adjusted for forfeitures as they occur. Stock-based compensation awarded to certain officers has performance conditions that affect the number of awards granted. Compensation cost is adjusted based on the probable outcome of the performance conditions. Certain executive officers may defer the recognition of income from stock-based compensation for income tax purposes and to diversify the deferred income into alternative investments. Stock-based compensation granted to these officers is considered liability awards. Changes in the fair value of liability awards are recognized as compensation expense in the period of the change. OTHER OPERATING REVENUE Fees and commissions revenue is recognized at the time the related services are provided or products are sold and may be accrued when necessary. Accrued fees and commissions are reversed against revenue if amounts are subsequently deemed to be uncollectible. 49 EFFECT OF PENDING STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT OF FINANCIAL ACCOUNTING STANDARDS 123R, "SHARE-BASED PAYMENTS" ("FAS 123R") FAS 123R requires companies to recognize in income statements the grant-date fair value of stock options and other equity-based compensation issued to employees. Previously, FAS 123 recommended, but did not require income statement recognition of the fair value of equity-based compensation. FAS 123R also requires that share-based payments that meet specified criteria be classified as liability awards and carried at current fair value. Fair value is determined at each balance sheet date until the award is settled. Share-payments that will be settled in equity instruments are measured at grant-date fair value and not re-measured for subsequent changes in fair value. FAS 123R was effective for annual periods beginning on or after June 15, 2005. We previously adopted the preferred income statement recognition methods of the original FAS 123. Management does not expect FAS 123R to have a significant effect on its financial statements. FSP FAS 115-1 AND FAS 124-1 THE MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS ("FSP 115-1") FSP 115-1 addressed the determination as to when an investment is considered impaired, whether that impairment is other-than-temporary and the measurement of an impairment loss. It also addressed accounting considerations subsequent to the recognition of an other-than-temporary impairment and disclosures about unrealized losses that have not been recognized. An investment is considered impaired when its fair value is less than cost. Determination of when an unrealized loss must be recognized as an other-than-temporary impairment is based on an assessment of factors, including the nature of the asset, the financial condition and near-term prospects of the issuer, whether the asset can be prepaid by the issuer in a manner that the investor will not recover its investment, the severity and duration of the impairment and the investor's ability and intent to hold the asset until the fair value recovers. FSP 115-1 was effective for reporting periods beginning after December 15, 2005. Guidance provided by FSP 115-1 had previously been issued in other authoritative literature, including SEC Staff Accounting Bulletin No. 59, and we do not expect a significant impact on future financial statements. (2) ACQUISITIONS Effective April 6, 2005, BOK Financial acquired all of the outstanding common stock of Valley Commerce Bancorp, Ltd. ("VCB") for $32.0 million in cash. VCB and its wholly-owned subsidiary, Valley Commerce Bank, had total assets of $143 million, including loans of $93 million, total deposits of $110 million and total shareholders' equity of $12.7 million. As of August 15, 2005, Valley Commerce Bank was renamed Bank of Arizona, N.A. The VCB acquisition is consistent with the Company's strategy to expand into high-growth markets. On September 10, 2003, BOK Financial paid $77.9 million in cash for all the outstanding stock of Colorado Funding Company and its Colorado State Bank and Trust subsidiary. These transactions were accounted for by the purchase method of accounting. Aggregate allocation of the purchase price to the net assets acquired was as follows (in thousands): 2005 2003 ------------ ------------- Cash and cash equivalents $ 2,921 $ 80,051 Securities 35,355 14,507 Loans 92,821 222,530 Less reserve for loan losses 1,072 2,282 ------------ ------------- Loans, net 91,749 220,248 Identifiable intangible assets 4,380 18,770 Other assets 11,334 20,809 ------------ ------------- Total assets acquired 145,739 354,385 Deposits 110,217 301,439 Other borrowings 18,155 5,098 Other liabilities 2,003 11,951 ------------ ------------- Net assets acquired 15,364 35,897 Less purchase price 32,014 77,928 ------------ ------------- Goodwill $ 16,650 $ 42,031 ------------ ------------- The results of operations of these acquisitions would not have been significant to the Company's consolidated results during the pre-acquisition periods of 2005, 2004 and 2003. None of the intangible assets acquired are deductible for tax purposes. 50 (3) SECURITIES INVESTMENT SECURITIES The amortized cost and fair values of investment securities are as follows (in thousands): December 31, ---------------------------------------------------------------------------------------------- 2005 2004 ----------------------------------------------- ---------------------------------------------- Amortized Fair Gross Unrealized Amortized Fair Gross Unrealized ------------------------ ----------------------- Cost Value Gain Loss Cost Value Gain Loss ---------------------------------------------------------------------------------------------- U.S. Treasury $ 1,994 $ 1,976 $ - $ (18) $ - $ - $ - $ - Municipal and other tax-exempt 240,359 238,649 903 (2,613) 216,986 218,465 2,501 (1,022) Mortgage-backed U.S. agency securities - - - - 1,287 1,336 49 - Other debt securities 2,772 2,781 9 - 2,821 2,835 14 - ---------------------------------------------------------------------------------------------------------------------------- Total $245,125 $243,406 $ 912 $(2,631) $221,094 $222,636 $2,564 $(1,022) ----------------------------------------------------------------------------------------------------------------------------
The amortized cost and fair values of investment securities at December 31, 2005, by contractual maturity, are as shown in the following table (dollars in thousands): Weighted Less than One to Five to Over Average One Year Five Years Ten Years Ten Years Total Maturity(2) ----------------------------------------------------------------------------------- U.S. Treasury: Amortized cost $ - $ 1,994 $ - $ - $ 1,994 1.17 Fair value - 1,976 - - 1,976 Nominal yield - 3.64 - - 3.64 Municipal and other tax-exempt: Amortized cost $ 57,284 $ 146,544 $26,900 $9,631 $ 240,359 3.07 Fair value 57,223 145,303 26,647 9,476 238,649 Nominal yield(1) 4.79 5.03 5.61 6.26 5.11 Other debt securities: Amortized cost $ 1,985 $ 99 $ 675 $ 13 $ 2,772 2.34 Fair value 1,985 103 680 13 2,781 Nominal yield 4.15 7.00 5.31 - 4.51 ----------------------------------------------------------------------------------- Total fixed maturity securities: Amortized cost $ 56,269 $ 148,637 $ 27,575 $ 9,644 $ 245,125 3.05 Fair value 59,208 147,382 27,327 9,489 243,406 Nominal yield 4.77 5.01 5.60 6.26 5.09 ------------------------------------------------------- Total investment securities: Amortized cost $ 245,125 Fair value 243,406 Nominal yield 5.09 -------------
(1) Calculated on a taxable equivalent basis using a 39% effective tax rate. (2) Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty. 51 AVAILABLE FOR SALE SECURITIES The amortized cost and fair value of available for sale securities are as follows (in thousands): December 31, ---------------------------------------------------------------------------------------------- 2005 2004 ---------------------------------------------- ----------------------------------------------- Amortized Fair Gross Unrealized Amortized Fair Gross Unrealized ---------------------- ---------------------- Cost Value Gain Loss Cost Value Gain Loss ---------------------------------------------------------------------------------------------- U.S. Treasury $ 16,037 $ 15,827 $ - $ (210) $ 27,119 $ 27,062 $ 31 $ (88) Municipal and other tax-exempt 17,153 17,078 3 (78) 414 404 1 (11) Mortgage-backed securities: U. S. agencies 3,507,047 3,424,356 1,416 (84,107) 3,067,611 3,052,375 8,079 (23,315) Other 1,277,161 1,250,701 201 (26,661) 1,423,613 1,418,770 2,378 (7,221) - ------------------------------------------------------------------------------------------------------------------------------ Total mortgage-backed securities 4,784,208 4,675,057 1,617 (110,768) 4,491,224 4,471,145 10,457 (30,536) - ------------------------------------------------------------------------------ ----------------------------------------------- Other debt securities 124 124 1 (1) 515 528 13 - Equity securities and mutual funds 108,914 113,489 4,575 - 90,343 94,051 3,708 - - ------------------------------------------------------------------------------------------------------------------------------ Total $ 4,926,436 $4,821,575 $ 6,196 $(111,057) $ 4,609,615 $4,593,190 $ 14,210 $(30,635) - ------------------------------------------------------------------------------------------------------------------------------
The amortized cost and fair values of available for sale securities at December 31, 2005, by contractual maturity, are as shown in the following table (dollars in thousands): Weighted Less than One to Five to Over Average One Year Five Years Ten Years Ten Years Total Maturity(5) ------------------------------------------------------------------------------------ U.S. Treasuries: Amortized cost $ 9,987 $ 6,050 $ - $ - $ 16,037 1.08 Fair value 9,847 5,980 - - 15,827 Nominal yield 2.78 3.50 - - 3.05 Municipal and other tax-exempt: Amortized cost $ 100 $ - $ 12,005 $ 5,048 $ 17,153 9.40 Fair value 100 - 11,960 5,018 17,078 Nominal yield(1) 4.67 - 3.80 3.17 3.80 Other debt securities: Amortized cost $ 65 $ 26 $ 33 $ - $ 124 2.91 Fair value 66 25 33 - 124 Nominal yield(1) 6.26 6.18 7.60 - 6.60 ------------------------------------------------------------------------------------ Total fixed maturity securities: Amortized cost $ 10,152 $ 6,076 $ 12,038 $ 5,048 $ 33,314 5.37 Fair value 10,013 6,005 11,993 5,018 33,029 Nominal yield 2.80 3.51 3.81 3.17 3.45 ------------------------------------------------------- Mortgage-backed securities: Amortized cost $ 4,784,208 (2) Fair value 4,675,057 Nominal yield (4) 4.45 --------------- Equity securities and mutual funds: Amortized cost $ 108,914 (3) Fair value 113,489 Nominal yield 2.99 --------------- Total available-for-sale securities: Amortized cost $ 4,926,436 Fair value 4,821,575 Nominal yield 4.41 ---------------
(1) Calculated on a taxable equivalent basis using a 39% effective tax rate. (2) The average expected lives of mortgage-backed securities were 3.4 years based upon current prepayment assumptions. (3) Primarily common stock and preferred stock of U.S. Government agencies with no stated maturity. (4) The nominal yield on mortgage-backed securities is based upon prepayment assumptions at the purchase date. Actual yields earned may differ significantly based upon actual prepayments. (5) Expected maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without penalty. 52 Sales of available for sale securities resulted in gains and losses as follows (in thousands): 2005 2004 2003 --------------------------------- Proceeds $1,537,628 $2,652,554 $5,089,734 Gross realized gains 5,145 10,452 30,373 Gross realized losses 12,040 13,540 23,185 Related federal and state income tax expense (benefit) (2,480) (1,044) 2,585 In addition to securities that have been reclassified as pledged to creditors, securities with an amortized cost of $2.7 billion and $2.6 billion at December 31, 2005 and 2004, respectively, have been pledged as collateral for repurchase agreements, public and trust funds on deposit and for other purposes, as required by law. The secured parties do not have the right to sell or repledge these securities. Net unrealized losses on securities totaled $107 million at December 31, 2005 compared with net unrealized losses of $15 million at December 31, 2004 due primarily to rising interest rates. The aggregate gross amount of unrealized losses at December 31, 2005 totaled $114 million. Unrealized losses were due primarily to rising interest rates. None of the unrealized losses resulted from credit quality concerns. Management evaluated the securities with unrealized losses to determine if we believe that the losses were temporary. This evaluation considered factors such as causes of the unrealized losses and prospects for recovery over various interest rate scenarios and time periods. The Company also considered the ability and intent to hold the securities until the fair values exceed amortized cost. It is our belief, based on currently available information and our evaluation, that the unrealized losses in these securities were temporary. TEMPORARILY IMPAIRED SECURITIES (In Thousands) Less Than 12 Months 12 Months or Longer Total ------------------------- ------------------------- ------------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss ----------------------------------------------------------------------------------- Investment: U.S. Treasury $ 1,976 $ 18 $ - $ - $ 1,976 $ 18 Municipal and other tax exempt 110,872 1,464 47,765 1,149 158,637 2,613 Available for sale: U. S. Treasury 4,950 45 10,877 165 15,827 210 Other debt securities - - 34 1 34 1 Municipal and other tax-exempt 8,093 59 296 19 8,389 78 Mortgage-backed securities: U. S. agencies 1,188,731 20,262 2,027,695 63,845 3,216,426 84,107 Other 299,168 4,399 901,533 22,262 1,200,701 26,661 - ------------------------------------------------------------------------------------------------------------------------- Total $1,613,790 $26,247 $2,988,200 $ 87,441 $4,601,990 $113,688 - -------------------------------------------------------------------------------------------------------------------------
53 (4) DERIVATIVES The fair values of derivative contracts at December 31, 2005 were (in thousands): Assets Liabilities ----------------------------- Customer Risk Management Programs: Interest rate contracts $ 18,741 $ 20,309 Energy contracts 418,494 416,106 Cattle contracts 1,014 970 Foreign exchange contracts 14,629 14,629 - ----------------------------------------------------------------------- Total Customer Derivatives 452,878 452,014 Interest Rate Risk Management Programs - 14,655 - ----------------------------------------------------------------------- Total Derivative Contracts $452,878 $466,669 - ----------------------------------------------------------------------- CUSTOMER RISK MANAGEMENT PROGRAMS BOK Financial offers programs that permit its customers to manage various risks, including fluctuations in energy and cattle prices, interest rates and foreign exchange rates. Derivative contracts are executed between the customers and BOK Financial. Offsetting contracts are executed between BOK Financial and selected counterparties to minimize the risk of changes in commodity prices, interest rates or foreign exchange rates. The counterparty contracts are identical to the customer contracts, except for a fixed pricing spread or a fee paid to BOK Financial as compensation for administrative costs, credit risks and profit. INTEREST RATE RISK MANAGEMENT PROGRAMS BOK Financial uses interest rate swaps in managing its interest rate sensitivity. Interest rate swaps are generally used to reduce overall asset sensitivity by converting specific fixed rate liabilities to floating rate based on LIBOR, or specific prime-based loans to fixed rate. Interest rate swaps are designated as fair value or cash flow hedges when the specific criteria required by generally accepted accounting principles are met. These criteria include requirements that derivatives are highly effective in offsetting changes in fair value or cash flow of the hedged assets or liabilities. The following table details interest rate swaps and, when applicable, the associated hedged assets or liabilities at December 31, 2005 (dollars in thousands): Hedged Asset / Liability Interest Rate Swap -------------------------------------------------------------------------------------------------------------------------- Weighted Average Weighted Average --------------------------- --------------------------- Fixed Rate Floating Rate Notional Fixed Rate Floating Positive Negative Rate Maturity Description Amount (Paid) Received(2) Amount Received (Paid) Received (Paid)(1) Fair Value Fair Value --------------------------------------------------------------------------------------------------------------------------------- Fair value hedges: 2006 Certificates of $186,937 (3.590)% - % $187,000 3.818% (4.390)% $ - $ 847 deposit 2007 Certificates of 139,875 (3.634) - 140,000 3.795 (4.390) - 1,995 deposit 2007 Subordinated 150,000 (7.125) - 150,000 3.165 (4.390) - 3,947 debt 2008 Certificates of 21,920 (3.000) - 22,000 3.093 (4.390) - 811 deposit 2009 Certificates of 54,544 (3.945) - 55,000 4.052 (4.390) - 1,293 deposit 2010 Certificates of 9,564 (3.626) - 10,000 3.657 (4.390) - 456 deposit 2011 Certificates of 29,435 (3.983) - 30,000 4.013 (4.390) - 1,128 deposit --------------------------------------------------------------------------------------------------------------------------------- Total fair value hedges 592,275 594,000 - 10,477 --------------------------------------------------------------------------------------------------------------------------------- Cash flow hedges: 2008 Prime rate loans 100,000 - 7.250 100,000 5.926 (7.250)(2) - 3,441 --------------------------------------------------------------------------------------------------------------------------------- Total cash flow hedges 100,000 100,000 - 3,441 --------------------------------------------------------------------------------------------------------------------------------- Not designated as hedges: 2006 - - - 12,497 (5.425) 4.390 - 48 2006 - - - 33,000 2.699 (4.390) - 255 2009 - - - 15,000 4.432 (4.390) - 175 2011 - - - 29,311 (5.358) 4.390 - 259 ----------- ------------ ----------------------------- Total $692,275 $783,808 $ - $14,655 ----------- ------------ -----------------------------
(1) Floating rates are based on 30-day LIBOR, unless otherwise noted. (2) Floating rate based on prime. During 2005 and 2004, net interest revenue was decreased by $1.4 million and increased by $9.9 million, respectively, from the settlement of amounts receivable or payable on interest rate swaps. 54 (5) LOANS Significant components of the loan portfolio are as follows (in thousands): December 31, --------------------------------------------------------------------------------------------- 2005 2004 ------------------------------------------------ -------------------------------------------- Fixed Variable Non- Fixed Variable Non- Rate Rate accrual Total Rate Rate accrual Total ------------------------------------------------ -------------------------------------------- Commercial $2,040,799 $3,247,463 $11,673 $5,299,935 $1,580,239 $2,962,402 $33,195 $4,575,836 Commercial real estate 588,128 1,396,404 5,370 1,989,902 376,290 1,234,676 10,144 1,621,110 Residential mortgage 624,685 537,299 7,347 1,169,331 687,574 502,732 8,612 1,198,918 Residential mortgage held for sale 51,666 - - 51,666 40,262 - - 40,262 Consumer 422,799 205,573 772 629,144 309,461 182,671 709 492,841 ----------------------------------------------------------------------------------------------------------------------------- Total $3,728,077 $5,386,739 $25,162 $9,139,978 $2,993,826 $4,882,481 $52,660 $7,928,967 ----------------------------------------------------------------------------------------------------------------------------- Loans past due (90 days) $ 8,708 $ 7,649 ----------------------------------------------------------------------------------------------------------------------------- Foregone interest on nonaccrual loans $ 2,515 $ 4,617 -----------------------------------------------------------------------------------------------------------------------------
Approximately 57% of the commercial and consumer loan portfolios and approximately 72% of the residential mortgage loan portfolio (excluding loans held for sale) are loans to businesses and individuals in Oklahoma. This geographic concentration subjects the loan portfolio to the general economic conditions within this area. Within the commercial loan classification, loans to energy-related businesses totaled $1.4 billion or 15% of total loans as of December 31, 2005. Other notable segments include wholesale/retail, $793 million; healthcare, $520 million; manufacturing, $515 million; agriculture, $292 million, which includes $228 million of loans to the cattle industry; and services, $1.4 billion. Approximately $1.1 billion of the services category is made up of loans with outstanding balances of less than $10 million. Approximately 33% of commercial real estate loans are secured by properties located in Oklahoma, primarily in the Tulsa and Oklahoma City metropolitan areas. An additional 30% of commercial real estate loans are secured by property located in Texas. The major components of these properties are multifamily residences, $205 million; construction and land development, $638 million; retail facilities, $305 million; and office buildings, $499 million. During 2004, interest rate swaps with $100 million notional amounts were designated cash flow hedges of prime-based loans and they remained outstanding through 2005. The objective of the hedge is to protect against the variability of interest cash flows on the first $100 million of then existing prime-based loans. The Company receives settlements based on a fixed rate of 5.93% and pays settlements based on the U.S. prime rate. Amounts due are settled monthly. As of December 31, 2005, a net loss of approximately $2.1 million related to these swaps was included in accumulated other comprehensive income and expected to be reclassified into earnings based on the current interest rate environment. CREDIT COMMITMENTS Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. At December 31, 2005, outstanding commitments totaled $4.3 billion. Because some commitments are expected to expire before being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. BOK Financial uses the same credit policies in making commitments as it does loans. The amount of collateral obtained, if deemed necessary, is based upon management's credit evaluation of the borrower. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Because the credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan commitments, BOK Financial uses the same credit policies in evaluating the creditworthiness of the customer. Additionally, BOK Financial uses the same evaluation process in obtaining collateral on standby letters of credit as it does for loan commitments. The term of these standby letters of credit is defined in each commitment and typically corresponds with the underlying loan commitment. At December 31, 2005, outstanding standby letters of credit totaled $559 million. 55 Commercial letters of credit are used to facilitate customer trade transactions with the drafts being drawn when the underlying transaction is consummated. At December 31, 2005, outstanding commercial letters of credit totaled $6 million. RESERVES FOR CREDIT LOSSES The activity in the reserve for loan losses is summarized as follows (in thousands): 2005 2004 2003 ---------------------------------- Beginning balance $ 108,618 $ 114,784 $ 103,851 Provision for loan losses 10,401 15,792 34,000 Loans charged off (25,758) (29,685) (31,475) Recoveries 9,544 7,727 6,125 Addition due to acquisitions 1,071 - 2,283 ------------------------------------------------------------- Ending balance $ 103,876 $ 108,618 $ 114,784 ------------------------------------------------------------- The activity in the reserve for off-balance sheet credit losses is summarized as follows (in thousands): 2005 2004 2003 -------------------------------- Beginning balance $ 18,502 $ 13,855 $ 12,219 Provision for off-balance sheet credit losses 2,040 4,647 1,636 Additions due to acquisitions 32 - - ----------------------------------------------------------- Ending balance $ 20,574 $ 18,502 $ 13,855 ----------------------------------------------------------- Provision for credit losses $ 12,441 $ 20,439 $ 35,636 ----------------------------------------------------------- IMPAIRED LOANS Investments in loans considered to be impaired under FAS 114 were as follows (in thousands): December 31, -------------------------------- 2005 2004 2003 -------------------------------- Investment in loans impaired under FAS 114 (all of which were on a nonaccrual basis) $19,857 $45,424 $46,990 Loans with specific reserves for loss 5,686 14,881 18,947 Specific reserve balance 2,632 6,994 6,377 No specific related reserve for loss 14,171 30,543 28,043 Average recorded investment in impaired loans 32,722 46,386 47,415 Interest income recognized on impaired loans during 2005, 2004 and 2003 was not significant. (6) PREMISES AND EQUIPMENT Premises and equipment at December 31 are summarized as follows (in thousands): December 31, ------------------------ 2005 2004 ------------------------ Land $ 43,875 $ 40,479 Buildings and improvements 143,051 135,932 Software 31,250 27,515 Furniture and equipment 107,675 100,447 - ------------------------------------------------------------- Subtotal 325,851 304,373 Less accumulated depreciation 146,224 131,730 - ------------------------------------------------------------- Total $ 179,627 $ 172,643 - ------------------------------------------------------------- Depreciation expense of premises and equipment was $24.0 million, $23.4 million and $22.4 million for the years ended December 31, 2005, 2004 and 2003, respectively. (7) INTANGIBLE ASSETS The following table presents the original cost and accumulated amortization of intangible assets (in thousands): December 31, ----------------------- 2005 2004 ----------------------- Core deposit premiums $ 90,637 $ 86,257 Less accumulated amortization 77,111 71,158 - ------------------------------------------------------------- Net core deposit premiums 13,526 15,099 Other identifiable intangible assets 17,866 11,526 Less accumulated amortization 5,238 4,249 - ------------------------------------------------------------- Net other identifiable intangible assets 12,628 7,277 Goodwill 290,003 273,353 Less accumulated amortization 53,135 53,135 - ------------------------------------------------------------- Net goodwill 236,868 220,218 - ------------------------------------------------------------- Total intangible assets, net $263,022 $242,594 - ------------------------------------------------------------- Expected amortization expense for intangible assets that will continue to be amortized under FAS 142, as amended by FAS 147, (in thousands): Core Other Deposit Identifiable Premiums Intangible Assets Total ---------------------------------------------- 2006 $ 4,563 $ 769 $ 5,332 2007 3,777 763 4,540 2008 2,314 780 3,094 2009 1,871 1,137 3,008 2010 846 1,163 2,009 Thereafter 155 8,016 8,171 - --------------------------------------------------------------- $13,526 $12,628 $26,154 - --------------------------------------------------------------- 56 The net amortized cost of intangible assets at December 31, 2005 is assigned to reporting units as follows (in thousands): Core deposit premiums: Bank of Texas $ 4,143 Colorado State Bank and Trust 5,781 Bank of Arizona 3,602 ----------------------------------------------- $ 13,526 ----------------------------------------------- Other identifiable intangible assets: Bank of Oklahoma $ 6,341 Colorado State Bank and Trust 6,287 ----------------------------------------------- $ 12,628 ----------------------------------------------- Goodwill: Bank of Oklahoma $ 8,173 Bank of Texas 154,741 Bank of Albuquerque 15,273 Colorado State Bank and Trust 42,031 Bank of Arizona 16,650 ----------------------------------------------- $236,868 ----------------------------------------------- During 2005, the Company acquired the naming rights to the BOk Center, a new arena to be built in Tulsa, Oklahoma, and other related intangible rights. Under an agreement with the City of Tulsa, the Company will pay $11.0 million over 20 years. One or more installment payments may be accelerated by paying a discounted amount based on the average yield of 20-year U.S. Treasury bonds. The Company recognized a $6.3 million intangible asset and an interest-bearing liability from this transaction. The intangible asset will be amortized over the life of the agreement. (8) MORTGAGE BANKING ACTIVITIES BOK Financial engages in mortgage banking activities through the BOk Mortgage Division of BOk. Residential mortgage loans held for sale totaled $52 million and $40 million, and outstanding mortgage loan commitments totaled $233 million and $189 million at December 31, 2005 and 2004, respectively. Mortgage loan commitments are generally outstanding for 60 to 90 days and are subject to both credit and interest rate risk. Credit risk is managed through underwriting policies and procedures, including collateral requirements, which are generally accepted by the secondary loan markets. Exposure to interest rate fluctuations is partially hedged through forward sales of mortgage-backed securities and forward sales contracts. These latter contracts set the price for loans that will be delivered in the next 60 to 90 days. As of December 31, 2005, the unrealized loss on forward sales contracts used to hedge the mortgage pipeline was approximately $217 thousand. Gains on mortgage loans sold, including capitalized mortgage servicing rights, totaled $16.0 million in 2005, $10.4 million in 2004 and $30.5 million in 2003. At December 31, 2005, BOK Financial owned the rights to service 53,897 mortgage loans with outstanding principal balances of $4.5 billion, including $462 million serviced for affiliates, and held related funds of $56 million for investors and borrowers. The weighted average interest rate and remaining term was 6.13% and 275 months, respectively. Mortgage loans sold with recourse totaled $248 million at December 31, 2005. At December 31, 2004, BOK Financial owned the rights to service 56,062 mortgage loans with outstanding principal balances of $4.5 billion, including $655 million serviced for affiliates, and held related funds of $67 million for investors and borrowers. The weighted average interest rate and remaining term was 6.27% and 270 months, respectively. Mortgage loans sold with recourse totaled $32 million at December 31, 2004. The portfolio of mortgage servicing rights exposes BOK Financial to interest rate risk. During periods of falling interest rates, mortgage loan prepayments increase, reducing the value of the mortgage servicing rights. See Note 1 for specific accounting policies for mortgage servicing rights. Activity in capitalized mortgage servicing rights and related valuation allowance during 2003, 2004 and 2005 are as follows (in thousands): 57 Capitalized Mortgage Servicing Rights Valuation Hedging ------------------------------------- Purchased Originated Total Allowance Loss(2) Net ---------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2002 $37,223 $ 49,849 $ 87,072 $(54,918) $5,134 $ 37,288 Additions, net (3) 23,922 23,919 - - 23,919 Amortization expense (14,840) (19,315) (34,155) - (1,425) (35,580) Recovery of impairment - - - 22,923 - 22,923 ---------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2003 22,380 54,456 76,836 (31,995) 3,709 48,550 Additions, net - 11,365 11,365 - - 11,365 Amortization expense (4,695) (10,753) (15,448) - (356) (15,804) Write-off (6,291) (7,012) (13,303) 16,656 (3,353) - Recovery of impairment - - - 1,567 - 1,567 ---------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2004 11,394 48,056 59,450 (13,772) - 45,678 Additions, net - 17,402 17,402 - - 17,402 Amortization expense (2,788) (10,110) (12,898) - - (12,898) Write-off - (2,443) (2,443) 2,443 - - Recovery of impairment - - - 3,915 - 3,915 ---------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2005 $ 8,606 $ 52,905 $ 61,511 $ (7,414) $ - $ 54,097 ---------------------------------------------------------------------------------------------------------------------------- Estimated fair value of mortgage servicing rights at: December 31, 2003 (1) $12,625 $ 36,564 $ 49,189 $ 49,189 December 31, 2004 (1) $ 9,338 $ 36,985 $ 46,323 $ 46,323 December 31, 2005 (1),(3) $ 8,489 $ 46,158 $ 54,647 $ 54,647 ----------------------------------------------------------------------------------------------------------------------------
(1) Excludes approximately $1.0 million, $1.1 million and $1.4 million at December 31, 2005, 2004 and 2003, respectively, of loan servicing rights on mortgage loans originated prior to the adoption of FAS 122. (2) Hedging loss represents the deferred loss on a derivatives-based hedging program prior to the adoption of FAS 133. (3) Fair value of mortgage servicing rights is based on numerous assumptions primarily related to mortgage interest rates. At December 31, 2005, management estimates that a 50 basis point increase in mortgage interest rates will increase the fair value of mortgage servicing rights by $3.1 million and a 50 basis point decrease in mortgage interest rates will reduce the fair value of mortgage servicing rights by $4.8 million. Fair value is determined by discounting the projected net cash flows. Significant assumptions are: Discount rate - Indexed to a risk-free rate commensurate with the average life of the servicing portfolio plus a market premium. The discount rate at December 31, 2005 was 10.85%. Prepayment rate - Annual prepayment estimates ranging from 10.42% to 20.38% based upon loan interest rate, original term and loan type. Loan servicing costs - $35 to $46 annually per loan based upon loan type. Escrow earnings rate - Indexed to rates paid on deposit accounts with a comparable average life. The escrow earnings rate at December 31, 2005 was 5.21%. Stratification of the mortgage loan-servicing portfolio, outstanding principal of loans serviced, and related hedging information by interest rate at December 31, 2005 follows (in thousands): < 5.51% 5.51% - 6.50% 6.51% - 7.50% => 7.51% Total ----------------------------------------------------------------------------- Cost less accumulated amortization $ 14,506 $ 29,294 $ 13,715 $ 3,996 $ 61,511 --------------------------------------------------------------------------------------------------------------------------- Fair value $ 13,366 $ 25,337 $ 11,958 $ 3,986 $ 54,647 --------------------------------------------------------------------------------------------------------------------------- Impairment (2) $ 1,267 $ 3,959 $ 1,759 $ 429 $ 7,414 --------------------------------------------------------------------------------------------------------------------------- Outstanding principal of loans serviced (1) $ 998,200 $1,864,300 $ 835,500 $ 267,000 $3,965,000 ---------------------------------------------------------------------------------------------------------------------------
(1) Excludes outstanding principal of $462 million for loans serviced for affiliates and $66 million of mortgage loans for which there are no capitalized mortgage servicing rights. (2) Impairment is determined by both an interest rate and loan type stratification. 58 (9) DEPOSITS Interest expense on deposits is summarized as follows (in thousands): 2005 2004 2003 -------------------------------- Transaction deposits $ 72,721 $ 35,517 $ 31,346 Savings 1,106 975 944 Time: Certificates of deposits under $100,000 50,129 41,978 39,098 Certificates of deposits $100,000 and over 73,248 53,918 48,181 Other time deposits 13,196 12,045 12,360 ------------------------------------------------------------ Total time 136,573 107,941 99,639 ------------------------------------------------------------ Total $210,400 $144,433 $131,929 ------------------------------------------------------------ The aggregate amounts of time deposits in denominations of $100,000 or more at December 31, 2005 and 2004 were $2.5 billion and $2.2 billion, respectively. Time deposit maturities are as follows: 2006 - $1.9 billion, 2007 - $1.0 billion, 2008 - $232 million, 2009 - $303 million, 2010 - $298 million, and $374 million thereafter. At December 31, 2005, the Company had $442 million in fixed rate, brokered certificates of deposits. The weighted-average interest rate paid on these certificates is 3.64%. Interest rate swaps have been designated as hedges of each of these certificates. The purpose of these swaps is to hedge against changes in fair value due to changes in interest rates by modifying the certificates from fixed rate to floating rates based on changes in LIBOR. We receive a weighted average fixed rate of 3.81% on these swaps and currently pay a floating rate of 4.39%. Interest expense on time deposits during 2005 and 2004 was reduced by the net accrued settlement from interest rate swaps of $700 thousand and $7.9 million, respectively. (10) OTHER BORROWINGS Information relating to other borrowings is summarized as follows (dollars in thousands): December 31 -------------------------------------------------------------------------------------------------------- 2005 2004 2003 -------------------------------------------------------------------------------------------------------- Maximum Maximum Maximum Outstanding Outstanding Outstanding At Any At Any At Any Balance Rate Month End Balance Rate Month End Balance Rate Month End -------------------------------------------------------------------------------------------------------- Parent Company: Revolving, unsecured line $ - -% $ 95,000 $ 95,000 2.91% $ 95,000 $ 95,000 1.75% $ 95,000 Subsidiary Banks: Funds purchased and repurchase agreements 1,337,911 4.53 2,291,509 1,555,507 2.18 1,900,810 1,609,668 1.37 1,904,269 Federal Home Loan Bank advances 1,020,871 4.26 1,031,821 894,354 2.31 899,350 899,426 1.21 974,729 Subordinated debentures 295,964 6.30 297,980 151,594 5.18 154,230 154,332 6.02 155,345 Other 33,427 3.13 33,427 25,646 0.98 28,748 22,224 1.58 29,116 ------------- ------------- ------------- Total subsidiary banks 2,688,173 4.61 2,627,101 2.39 2,685,650 1.58 ------------- ------------- ------------- Total other borrowings $2,688,173 4.61 $2,722,101 2.41 $2,780,650 1.74 ------------- ------------- -------------
Aggregate annual principal repayments of long-term debt at December 31, 2005 are as follows (in thousands): Parent Subsidiary Company Banks --------------------------- 2006 $ - $2,364,738 2007 - 152,779 2008 - 1,824 2009 - 8,524 2010 - 475 Thereafter - 159,833 --------------------------- Total $ - $2,688,173 --------------------------- 59 Funds purchased generally mature within one to ninety days from the transaction date. At December 31, 2005, securities sold under agreements to repurchase totaled $661 million with related accrued interest payable of $75 thousand. Additional information relating to repurchase agreements at December 31, 2005 is as follows (dollars in thousands): Amortized Market Repurchase Average Security Sold/Maturity Cost Value Liability(1) Rate ------------------------------------------------------------------------------------------------------------- Overnight U.S. Agency Securities $ 806,679 $ 781,589 $ 661,192 4.14% -------------------------------------------------------------------------------------------------------------
(1) BOK Financial maintains control over the securities underlying overnight repurchase agreements and generally transfers control over securities underlying longer-term dealer repurchase agreements to the respective counterparty. Borrowings from the Federal Home Loan Bank are used for funding purposes. In accordance with policies of the Federal Home Loan Bank, BOK Financial has granted a blanket pledge of eligible assets (generally unencumbered U.S. Treasury and mortgage-backed securities, 1-4 family loans and multifamily loans) as collateral for these advances. The Federal Home Loan Bank has issued letters of credit totaling $308 million to secure BOK Financial's obligations to depositors of public funds. The unused credit available to BOK Financial at December 31, 2005 pursuant to the Federal Home Loan Bank's collateral policies is $314 million. BOK Financial has a $100 million unsecured revolving line of credit with certain commercial banks that expires in December 2010. There was no outstanding principal balance of this credit agreement at December 31, 2005. Interest is based upon a base rate or LIBOR plus a defined margin that is determined by the Company's credit rating. This margin ranges from 0.375% to 1.125%. The margin currently applicable to borrowings against this line is 0.500%. The base rate is defined as the greater of the daily federal funds rate plus 0.5% or the SunTrust Bank prime rate. Interest is generally paid monthly. Facility fees are paid quarterly on the unused portion of the commitment at rates that range from 0.100% to 0.250% based on the Company's credit rating. This credit agreement includes certain restrictive covenants that limit the Company's ability to borrow additional funds, to make investments and to pay cash dividends on common stock. These covenants also require BOK Financial and subsidiary banks to maintain minimum capital levels. BOK Financial met all of the restrictive covenants at December 31, 2005. In 2005, BOk issued $150 million of 10-year, fixed rate subordinated debt. The cost of this subordinated debt, including issuance discounts and hedge loss is 5.43%. The proceeds of this debt were used to repay $95 million of BOK Financial's unsecured revolving line of credit and to provide additional capital to support asset growth. In 1997, BOk issued a $150 million 7.125% fixed rate subordinated debenture that matures in 2007. During 2004, a $150 million notional amount interest rate swap was designated as a hedge of changes in fair value of the subordinated debt due to changes in interest rates. The Company receives a fixed rate of 3.165% and pays a variable rate based on 1-month LIBOR, or 4.39% at December 31, 2005. Semi-annual swap settlements coincide with interest payments on the subordinated debenture. The interest rate swap terminates on August 15, 2007, the maturity date of the subordinated debenture. (11) FEDERAL AND STATE INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, ---------------------- 2005 2004 ---------------------- Deferred tax liabilities: Pension contributions in excess of book expense $ 9,900 $ 9,400 Valuation adjustments 27,600 29,300 Mortgage servicing rights 22,000 20,200 Lease financing 15,500 15,800 Other 3,300 4,500 ------------------------------------------------------------ Total deferred tax liabilities 78,300 79,200 ------------------------------------------------------------ Deferred tax assets: Available for sale securities mark-to-market 40,700 6,400 Stock-based compensation 4,700 3,900 Credit loss reserves 48,000 48,500 Valuation adjustments 7,700 13,200 Deferred book income 26,000 22,400 Deferred compensation 6,900 8,300 Other 12,500 12,100 ------------------------------------------------------------ Total deferred tax assets 146,500 114,800 ------------------------------------------------------------ Deferred tax assets in excess of deferred tax liabilities $ 68,200 $ 35,600 ------------------------------------------------------------ 60 The significant components of the provision for income taxes attributable to continuing operations for BOK Financial are shown below (in thousands): Years ended December 31, ----------------------------------- 2005 2004 2003 ----------------------------------- Current: Federal $ 105,403 $84,514 $77,015 State 7,341 6,743 5,551 ----------------------------------------------------------- Total current 112,744 91,257 82,566 ----------------------------------------------------------- Deferred: Federal 415 161 5,369 State 76 29 979 ----------------------------------------------------------- Total deferred 491 190 6,348 ----------------------------------------------------------- Total income tax $ 113,235 $91,447 $88,914 ----------------------------------------------------------- The reconciliations of income attributable to continuing operations computed at the U.S. federal statutory tax rates to income tax expense are as follows (in thousands): Years ended December 31, ------------------------------- 2005 2004 2003 ------------------------------- Amount: Federal statutory tax $110,158 $94,671 $86,538 Tax exempt revenue (2,592) (2,705) (2,815) Effect of state income taxes, net of federal benefit 4,729 4,220 4,110 Intangible amortization 216 397 763 Charitable contribution - (2,446) - Utilization of tax credits (929) (784) (794) Reduction of tax accrual - (3,000) - Other, net 1,653 1,094 1,112 ------------------------------------------------------------ Total $113,235 $91,447 $88,914 ------------------------------------------------------------ Due to the favorable resolution of certain state tax issues for the tax period ended December 31, 2000, BOK Financial reduced its tax accrual by $3 million, which was credited against current federal income tax expense in 2004. Years ended December 31, ------------------------------- 2005 2004 2003 ------------------------------- Percent of pretax income: Federal statutory rate 35% 35% 35% Tax-exempt revenue (1) (1) (1) Effect of state income taxes, net of federal benefit 1 2 2 Intangible amortization - - - Charitable contribution - (1) - Utilization of tax credits - - - Reduction of tax accrual - (1) - Other, net 1 - - ------------------------------------------------------------- Total 36% 34% 36% ------------------------------------------------------------- 61 (12) EMPLOYEE BENEFITS BOK Financial sponsors a defined benefit cash balance Pension Plan for all employees who satisfy certain age and service requirements. The following table presents information regarding this plan (dollars in thousands): December 31, -------------------------- 2005 2004 --------------------------- Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 44,688 $ 37,773 Service cost 6,766 6,096 Interest cost 2,488 2,314 Actuarial loss 6,599 2,262 Benefits paid (2,884) (3,757) ----------------------------------------------------------------------------------------------------- Projected benefit obligation at end of year (1),(2) $ 57,657 $ 44,688 ----------------------------------------------------------------------------------------------------- Change in plan assets: Plan assets at fair value at beginning of year $ 52,246 $ 43,275 Actual return on plan assets 3,298 4,002 Company contributions 6,329 8,726 Benefits paid (2,884) (3,757) ----------------------------------------------------------------------------------------------------- Plan assets at fair value at end of year $ 58,989 $ 52,246 ----------------------------------------------------------------------------------------------------- Reconciliation of prepaid (accrued) and total amount recognized: Benefit obligation $(57,657) $(44,688) Fair value of assets 58,989 52,246 ----------------------------------------------------------------------------------------------------- Funded status of the plan 1,332 7,558 Unrecognized net loss 20,555 14,226 Unrecognized prior service cost - 443 ----------------------------------------------------------------------------------------------------- Prepaid pension costs $ 21,887 $ 22,227 ----------------------------------------------------------------------------------------------------- Components of net periodic benefit costs: Service cost $ 6,766 $ 6,096 Interest cost 2,488 2,314 Expected return on plan assets (4,122) (3,639) Amortization of unrecognized amounts: Net loss 1,094 1,060 Prior service cost 60 60 ----------------------------------------------------------------------------------------------------- Net periodic pension cost $ 6,286 $ 5,891 ----------------------------------------------------------------------------------------------------- (1) Projected benefit obligation equals accumulated benefit obligation. (2) Projected benefit obligation is based on a January 1 measurement date. Weighted-average assumptions as of December 31: Discount rate 5.50% 5.75% Expected return on plan assets 8.00% 8.00% Rate of compensation increase 5.25% 5.25%
As of December 31, 2005, expected future benefit payments related to the Pension Plan were as follows (in thousands): 2006 $ 2,734 2007 3,307 2008 3,038 2009 3,310 2010 3,297 2011 through 2015 18,272 ------------- $ 33,958 ------------- 62 Assets of the Pension Plan consist primarily of shares in the American Performance Balanced Fund. The stated objective of this fund is to provide an attractive total return through a broadly diversified mix of equities and bonds. The typical portfolio mix is approximately 60% equities and 40% bonds. The inception-to-date return on the fund, which is used as an indicator when setting the expected return on plan assets, was 8.40%. The maximum allowed and minimum required Pension Plan contributions for 2005 were $7.5 million and $0, respectively. Amounts contributed to the Pension Plan during 2005 included $5.0 million attributable to the current year and $1.3 million attributable to 2004. Employee contributions to the Thrift Plans are matched by BOK Financial up to 5% of base compensation, based upon years of service. Participants may direct the investments of their accounts in a variety of options, including a BOK Financial Common Stock fund. Employer contributions vest over five years. Expenses incurred by BOK Financial for the Thrift Plans totaled $4.6 million, $3.9 million and $3.6 million for 2005, 2004 and 2003, respectively. BOK Financial also sponsors a defined benefit post-retirement employee medical plan, which pays 50 percent of annual medical insurance premiums for retirees who meet certain age and service requirements. Assets of the retiree medical plan consist primarily of shares in a cash management fund. Eligibility for the post-retirement plan is limited to current retirees and certain employees who were age 60 or older at the time the plan was frozen in 1993. The net obligation recognized under the plan was $2.2 million at December 31, 2005. A 1% change in medical expense trends would not significantly affect the net obligation or cost of this plan. During the fourth quarter of 2005, modifications to both the thrift and pension plans were approved. These modifications will become effective April 1, 2006 and consist primarily of enhanced Company contributions to the thrift plans and curtailed benefit accruals to the pension plan. Employee contributions to the thrift plans eligible for Company matching will increase from 5% of base compensation to 6% of base compensation, as defined in the plans. The Company-provided matching contribution rates will range from 50% for employees with less than four years of service to 200% for employees with 15 or more years of service. Additionally, a maximum Company-provided, non-elective annual contribution of $750 will be made for employees whose annual base compensation is less than $30,000. Accruals for future service under the pension plan will be curtailed. Interest will continue to accrue on employees' account balances at 5.25%. A charge of $384 thousand was recognized in 2005 for the curtailment of the pension plan. The combined effects of these modifications are not expected to have a significant impact on future earnings or liquidity. The Company will continue to have a funding obligation to the pension plan and will continue to recognize pension expense based on plan asset performance, discount rates and other factors. At December 31, 2005, prepaid pension expense totaled $21.9 million, consisting of $1.3 million of net plan assets in excess of liabilities and $20.6 million of unrecognized actuarial losses. These losses will be recognized in future years. These unrecognized losses may also be increased or reduced by plan asset performance and discount rate changes. BOK Financial offers numerous incentive compensation plans that are aligned with the Company's growth strategy. Cash settlements paid under these plans may be based on defined formulas, other performance criteria or discretionary. Incentive compensation is designed to motivate and reinforce sales and customer service behavior in all markets. Earnings were charged $48.7 million in 2005, $46.4 million in 2004 and $46.2 million in 2003 for incentive compensation plans. (13) STOCK COMPENSATION PLANS The shareholders and Board of Directors of BOK Financial have approved various stock-based compensation plans. An independent compensation committee of the Board of Directors determines the number of awards granted to the Chief Executive Officer and other senior executives. Stock-based compensation granted to other officers and employees is approved by the independent compensation committee upon recommendation of the Chairman of the Board and the Chief Executive Officer. These awards consist primarily of stock options that are subject to vesting requirements. Generally, one-seventh of the options awarded vest annually and expire three years after vesting. Additionally, stock options that vest in two years and expire 45 days after vesting have been awarded. Non-vested shares may be granted to the Chief Executive Officer and other senior executives of the Company. These shares vest five years after the grant date. The holders of these shares may be required to retain the shares for a three-year period after vesting. 63 The Chief Executive Officer and other senior executives participate in an Executive Incentive Plan. The number of options and non-vested shares may increase or decrease based upon the Company's growth in earnings per share over a three-year period compared to the median growth in earnings per share for a designated peer group of financial institutions and other individual performance factors. The following table presents options outstanding during 2003, 2004 and 2005 under these plans: Weighted- Average Exercise Number Price -------------------------- Options outstanding at December 31, 2002 3,233,570 19.66 Options awarded 889,343 32.60 Options exercised (672,457) 16.74 Options forfeited (61,941) 23.07 Options expired (53) 18.73 ------------------------------------------------------------ Options outstanding at December 31, 2003 3,388,462 23.58 Options awarded 857,951 40.37 Options exercised (693,199) 19.65 Options forfeited (212,844) 27.15 Options expired (2,322) 14.94 ------------------------------------------------------------ Options outstanding at December 31, 2004 3,338,048 $28.53 Options awarded 900,126 47.02 Options exercised (668,990) 24.10 Options forfeited (82,505) 33.67 Options expired (616) 30.11 ------------------------------------------------------------ Options outstanding at December 31, 2005 3,486,063 $34.03 ------------------------------------------------------------ Options vested at December 31, 2005 1,004,508 $24.12 ------------------------------------------------------------ The following table summarizes information concerning currently outstanding and vested stock options: Options Outstanding Options Vested -------------------------------------------- ------------------- Weighted Weighted Average Average Weighted Range of Remaining Exercise Average Exercise Number Contractual Price Number Exercise Prices Outstanding Life Vested Price (years) $ 9.69 20,100 0.83 $ 9.69 20,100 $ 9.69 16.17 80,911 1.42 16.17 80,911 16.17 17.37 - 19.02 694,430 2.61 18.00 460,356 18.18 28.27 - 30.87 914,335 3.80 29.74 279,537 29.34 37.43 - 37.65 92,490 0.12 37.53 92,490 37.53 37.74 577,442 5.00 37.74 71,114 37.74 45.43 - 49.09 218,204 1.00 47.79 - - 45.15 - 47.34 674,467 6.00 47.32 - - 44.00 - 47.99 213,684 2.00 46.04 - - --------------------------------------------------------------- Compensation expense for stock options is generally recognized based on the fair value of options granted over the options' vesting period. No compensation expense is recognized for options that are forfeited before vesting. The fair value of options was determined as of the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: 2005 2004 2003 ---------- --------- --------- Average risk-free interest rate 3.69% 3.27% 2.57% Dividend yield 0.90% None None Volatility factors .161 .168 .178 Weighted-average expected life 4.9 years 4.9 years 7 years Weighted-average fair value $10.01 $8.53 $6.66 Compensation cost of stock options granted that may be recognized as compensation expense in future years totaled $10.5 million at December 31, 2005. Subject to adjustments for forfeitures, we expect to recognize compensation expense for current outstanding options of $4.5 million in 2006, $2.9 million in 2007, $1.5 million in 2008, $930 thousand in 2009 and $661 thousand thereafter. Stock option expense for the years ended December 31, 2005, 2004 and 2003 was $5.5 million, $3.7 million and $3.6 million, respectively. BOK Financial also issues non-vested common shares under the various stock-based compensation plans. At December 31, 2005, a total of 57,706 non-vested common shares have been awarded, including 15,028 awarded in 2005. The weighted average grant date fair value of non-vested shares awarded in 2005 was $46.76 per share. Unrecognized compensation cost of non-vested shares totaled $904 thousand at December 31, 2005. Subject to adjustment for forfeitures, we expect to recognize compensation expense of $250 thousand in 2006 and 2007, $246 thousand in 2008 and $158 thousand thereafter. BOK Financial permits certain executive officers to defer recognition of taxable income from their stock-based compensation. Deferred compensation may also be diversified into investments other than BOK Financial common stock. Stock-based compensation subject to these deferral plans is recognized as a liability award rather than as an equity award. Compensation expense is based on the fair value of the award recognized over the vesting period. At December 31, 2005, the recorded obligation for liability awards was $4.0 million. Compensation expense for liability awards was a credit of $632 thousand in 2005 and an expense of $7.6 million in 2004 and $2.2 million in 2003. The reduction in 64 2005 expense resulted from the termination of future deferral rights for all executive officers except the President and Chief Executive Officer and a decrease in the period end market value of BOK Financial common stock. During January 2006, BOK Financial awarded the following stock-based compensation: Exercise Fair Value / Number Price Award --------------------------------- Equity awards: Stock options 632,776 $47.05 $ 9.86 Nonvested stock 20,495 - 47.05 ---------- Total Equity awards 653,271 Liability awards: Stock options 52,246 47.05 9.86 Nonvested stock 12,803 - 47.05 ---------- Total Liability awards 65,049 ---------- Total stock-based awards 718,320 ------------------------------------------------------------ The aggregate compensation cost of these awards totaled approximately $8.5 million. This cost will be recognized over the vesting periods, subject to adjustments for forfeitures and changes in the fair value of liability awards. (14) RELATED PARTIES In compliance with applicable regulations, the Company may extend credit to certain executive officers, directors, principal shareholders and their affiliates (collectively referred to as "related parties") in the ordinary course of business under substantially the same terms as comparable third-party lending arrangements. The Company's loans to related parties do not involve more than the normal credit risk and there are no non-accrual or impaired related party loans outstanding at December 31, 2005 or 2004. Activity in loans to related parties is summarized as follows (in thousands): 2005 2004 ------------ ------------ Beginning balance $104,845 $119,873 Advances 691,848 434,242 Payments (678,098) (442,834) Adjustments(1) 11,769 (6,436) ------------------------------- ------------ ------------ Ending balance $130,364 $104,845 ------------------------------- ------------ ------------ (1) Adjustments generally consist of changes in status as a related party. BOK Investment Advisors, Inc. ("BOKIA"), a wholly-owned subsidiary of BOk, serves as investment advisor to American Performance Funds ("AP Funds"). AP Funds is a diversified, open-ended, investment company established in 1987 as a business trust under the Investment Act of 1940. BOk serves as custodian for AP Funds. Effective July 1, 2004, BOKIA began serving as the AP Funds administrator. BOK Financial offers the AP Funds' products to customers and employees, in the ordinary course of business, through its brokerage and trading, employee benefit plan and trust services as well as to the general public. Certain related parties are customers of the Company for services other than loans, including consumer banking, corporate banking, risk management, wealth management, brokerage and trading, or fiduciary/trust services. The Company engages in transactions with related parties in the ordinary course of business in compliance with applicable regulations. There are no other material related party transactions that require disclosure. (15) COMMITMENTS AND CONTINGENT LIABILITIES In the ordinary course of business, BOK Financial and its subsidiaries are subject to legal actions and complaints. Management believes, based upon the opinion of counsel, that the actions and liability or loss, if any, resulting from the final outcomes of the proceedings will not be material in the aggregate. BOk is obligated under a long-term lease for its bank premises located in downtown Tulsa. The lease term, which began November 1, 1976, is for fifty-seven years with options to terminate in 2014 and 2024. Annual base rent is $3.3 million. BOk subleases portions of its space for annual rents of $213 thousand in years 2006 through 2009 and $195 thousand in 2010. Net rent expense on this lease was $2.9 million in years 2005, 2004 and 2003. Total rent expense for BOK Financial was $15.3 million in 2005, $14.3 million in 2004 and $13 million in 2003. At December 31, 2005, future minimum lease payments for equipment and premises under operating leases were as follows: $14.9 million in 2006, $13.6 million in 2007, $12.5 million in 2008, $11.5 million in 2009, $10.6 million in 2010, and a total of $94.4 million thereafter. Premises leases may include options to renew at then current market rates and may include escalation provisions based upon changes in the consumer price index or similar benchmarks. The Federal Reserve Bank requires member banks to maintain certain minimum average cash balances. These balances were approximately $316 million and $334 million at December 31, 2005 and 2004, respectively. 65 BOSC, Inc., a wholly-owned subsidiary of BOK Financial, is an introducing broker to Pershing, LLC for retail equity investment transactions. As such, it has indemnified Pershing, LLC against losses due to a customer's failure to settle a transaction or to repay a margin loan. All unsettled transactions and margin loans are secured as required by applicable regulation. The amount of customer balances subject to indemnification totaled $1.5 million at December 31, 2005. BOK Private Equity, LLC, indirectly a wholly-owned subsidiary of BOK Financial, is the general partner in BOK Private Equity Fund, LP ("the Fund"). The Fund provides alternative investment opportunities to certain customers, some of which are related parties, through limited partnerships. The Fund generally invests in distressed assets, asset buy-out or venture capital limited partnerships or limited liability companies. The general partner has contingent obligations through the Fund to make additional investments totaling $16.4 million as of December 31, 2005. (16) SHAREHOLDERS' EQUITY PREFERRED STOCK One billion shares of preferred stock with a par value of $0.00005 per share are authorized. The Series A Preferred Stock has no voting rights except as otherwise provided by Oklahoma corporate law and may be converted into one share of Common Stock for each 36 shares of Series A Preferred Stock at the option of the holder. Dividends are cumulative at an annual rate of ten percent of the $0.06 per share liquidation preference value when declared and are payable in cash. Aggregate liquidation preference is $15 million. During the second quarter of 2005, holders of the Company's convertible preferred stock exercised their conversion rights. All of the Series A Preferred Stock was converted into 6,920,666 common shares. In 2004 and 2003, cash dividends declared on preferred stock totaled $1.9 million and $750 thousand, respectively. During 2003, 23,214 shares of BOK Financial common stock were issued in payment of dividends on the Series A Preferred Stock in lieu of cash by mutual agreement of BOK Financial and the holders of the Series A Preferred Stock. These shares were valued at $750,000 based on average market price, as defined, for a 65 business day period preceding declaration. George B. Kaiser owned substantially all Series A Preferred Stock. COMMON STOCK Common stock consists of 2.5 billion authorized shares with a $0.00006 par value. Holders of common shares are entitled to one vote per share at the election of the Board of Directors and on any question arising at any shareholders' meeting and to receive dividends when and as declared. No common stock dividends can be paid unless all accrued dividends on the Series A Preferred Stock have been paid. Additionally, regulations restrict the ability of national banks and bank holding companies to pay dividends, and BOK Financial's credit agreement restricts the payment of dividends by the holding company. During the second quarter of 2005, the Board of Directors approved the Company's first quarterly cash dividend of $0.10 per common share. The quarterly cash dividend replaced the annual dividend historically paid in shares of common stock. Cash dividends paid on common stock totaled $20 million. During 2004 and 2003, 3% dividends payable in shares of BOK Financial common stock were declared and paid. The shares issued were valued at $66 million and $58 million, respectively, based on the average closing bid/ask prices on the day preceding declaration. Per share data has been restated to reflect these stock dividends. During 2002, BOK Financial agreed to a limited price guarantee on a portion of the shares issued to purchase Bank of Tanglewood. The fair value of this price guarantee, estimated to be $3 million based upon the Black-Scholes option pricing model, was included in the purchase price. Any holder of BOK Financial common shares issued in this acquisition may annually make a claim for the excess of the guaranteed price and the actual sales price of any shares sold during a 60-day period after each of the first five anniversary dates after October 25, 2002. The maximum annual number of shares subject to this guarantee is 210,069. The guaranteed price for each anniversary period is $40.10 for 2006 and $42.53 for 2007. The price guarantee is nontransferable and noncumulative. BOK Financial may elect, in its sole discretion, to issue additional shares of common stock to satisfy any obligation under the price guarantee or to pay cash. The maximum aggregate number of common shares that may be issued to satisfy any price guarantee obligations is 10 million. If, as of any benchmark date, BOK Financial has already issued 10 million shares, BOK Financial is not obligated to make any further benchmark payments. BOK Financial's ability to pay cash to satisfy any price guarantee obligations is limited by applicable bank holding company and bank capital and dividend regulations. 66 SUBSIDIARY BANKS The amounts of dividends that BOK Financial's subsidiary banks can declare and the amounts of loans the subsidiary banks can extend to affiliates are limited by various federal banking regulations and state corporate law. Generally, dividends declared during a calendar year are limited to net profits, as defined, for the year plus retained profits for the preceding two years. The amounts of dividends are further restricted by minimum capital requirements. Pursuant to the most restrictive of the regulations at December 31, 2005, BOK Financial's subsidiary banks could declare dividends up to $158 million without prior regulatory approval. Management has developed and the Board of Directors has approved an internal capital policy that is more restrictive than the regulatory capital standards. As of December 31, 2005, the subsidiary banks could declare dividends of up to $86 million under this policy. The subsidiary banks declared and paid dividends of $151 million in 2005 and $66 million in 2003. During 2004, the subsidiary banks did not declare any dividends. Loans to a single affiliate may not exceed 10% and loans to all affiliates may not exceed 20% of unimpaired capital and surplus, as defined. Additionally, loans to affiliates must be fully secured. As of December 31, 2005 and 2004, these loans had no outstanding balance. Total loan commitments to affiliates at December 31, 2005 were $128 million. REGULATORY CAPITAL BOK Financial and its banking subsidiaries are subject to various capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that could have a material effect on BOK Financial's operations. These capital requirements include quantitative measures of assets, liabilities and certain off-balance sheet items. The capital standards are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. For a banking institution to qualify as well capitalized, its Tier I, Total and Leverage capital ratios must be at least 6%, 10% and 5%, respectively. Tier I capital consists primarily of common stockholders' equity, excluding unrealized gains or losses on available for sale securities, less goodwill, core deposit premiums and certain other intangible assets. As directed by the Federal Reserve Bank, Tier I capital excludes $16 million, the combined value of common shares issued subject to the market value protection program and the value of the market value guarantee. These values will be restored to Tier I capital as the market price guarantee expires. Total capital consists primarily of Tier I capital plus preferred stock, subordinated debt and reserves for credit losses, subject to certain limitations. All of BOK Financial's banking subsidiaries exceeded the regulatory definition of well capitalized. December 31, ------------------------------------------------------------ 2005 2004 ------------------------------ ----------------------------- Amount Ratio Amount Ratio ------------------------------ ----------------------------- (Dollars in thousands) Total Capital (to Risk Weighted Assets): Consolidated $ 1,625,832 12.10% $ 1,329,431 11.67% BOk 1,162,091 10.91 1,016,351 11.13 Bank of Texas 275,507 11.29 235,921 11.41 Bank of Albuquerque 95,134 16.47 103,573 15.34 Bank of Arkansas 18,372 19.53 16,162 20.37 Colorado State Bank and Trust 40,249 13.17 36,015 14.50 Bank of Arizona 18,194 18.44 N/A N/A Tier I Capital (to Risk Weighted Assets): Consolidated $ 1,322,570 9.84% $ 1,140,654 10.02% BOk 895,653 8.41 867,335 9.50 Bank of Texas 252,316 10.34 211,641 10.24 Bank of Albuquerque 88,439 15.31 95,443 14.14 Bank of Arkansas 17,194 18.27 15,164 19.11 Colorado State Bank and Trust 36,935 12.09 32,891 13.24 Bank of Arizona 17,113 17.35 N/A N/A Tier I Capital (to Average Assets): Consolidated $ 1,322,570 8.30% $ 1,140,654 7.94% BOk 895,653 6.88 867,335 7.29 Bank of Texas 252,316 8.09 211,641 7.62 Bank of Albuquerque 88,439 6.76 95,443 6.69 Bank of Arkansas 17,194 10.98 15,164 8.97 Colorado State Bank and Trust 36,935 6.10 32,891 8.73 Bank of Arizona 17,113 11.67 N/A N/A
67 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Accumulated other comprehensive income (loss) ("AOCI") includes unrealized gains and losses on available for sale securities and accumulated gains or losses on effective cash flow hedges, including hedges of anticipated transactions. Gains and losses in AOCI are net of deferred income taxes. Accumulated losses on cash flow hedges of prime-based loans of $2.1 million will be reclassified into income over two years. Accumulated losses on the rate lock hedge of the 2005 subordinated debenture issuance will be reclassified into income over the ten-year life of the debt. Unrealized Accumulated Gain (Loss) Loss on On Available Effective For Sale Cash Flow Securities Hedges Total --------------------------------------------------------------------------------------------------------- Balance at December 31, 2002 $ 43,088 $ - $ 43,088 Unrealized losses on securities (46,884) - (46,884) Tax benefit on unrealized losses 16,858 - 16,858 Reclassification adjustment for gains realized and included in net income (7,188) - (7,188) Reclassification adjustment for tax expense on realized gains 2,585 - 2,585 --------------------------------------------------------------------------------------------------------- Balance at December 31, 2003 8,459 - 8,459 Unrealized losses on securities (31,806) - (31,806) Unrealized losses on cash flow hedges - (2,664) (2,664) Tax benefit on unrealized losses 11,303 1,039 12,342 Reclassification adjustment for losses realized and included in net income 3,088 - 3,088 Reclassification adjustment for tax benefit on realized losses (1,044) - (1,044) --------------------------------------------------------------------------------------------------------- Balance at December 31, 2004 (10,000) (1,625) (11,625) Unrealized losses on securities (92,551) - (92,551) Unrealized gains on cash flow hedges - 684 684 Loss on rate lock hedge of subordinated debt issuance - (2,788) (2,788) Tax benefit (expense) on unrealized gains (losses) 34,129 (75) 34,054 Reclassification adjustment for losses realized and included in net income 6,772 123 6,895 Reclassification adjustment for tax benefit on realized losses (2,432) (48) (2,480) --------------------------------------------------------------------------------------------------------- Balance at December 31, 2005 $ (64,082) $ (3,729) $ (67,811) ---------------------------------------------------------------------------------------------------------
(17) EARNINGS PER SHARE The following table presents the computation of basic and diluted earnings per share (dollars in thousands except per share data): Years ended December 31, -------------------------------------------- 2005 2004 2003 -------------------------------------------- Numerator: Net income $ 201,505 $ 179,023 $ 158,360 Preferred stock dividends (375) (1,875) (1,500) --------------------------------------------------------------------------------------------------------------------- Numerator for basic earnings per share - income available to common stockholders 201,130 177,148 156,860 --------------------------------------------------------------------------------------------------------------------- Effect of dilutive securities: Preferred stock dividends 375 1,875 1,500 --------------------------------------------------------------------------------------------------------------------- Numerator for diluted earnings per share - income available to common stockholders after assumed conversion $ 201,505 $ 179,023 $ 158,360 --------------------------------------------------------------------------------------------------------------------- Denominator: Denominator for basic earnings per share - weighted average shares 64,067,873 59,128,395 58,699,951 Effect of dilutive securities: Employee stock compensation plans (1) 628,060 669,857 776,891 Convertible preferred stock 2,351,131 6,921,083 6,921,164 Tanglewood market value guarantee (see Note 16) - 13,161 111,115 --------------------------------------------------------------------------------------------------------------------- Dilutive potential common shares 2,979,191 7,604,101 7,809,170 --------------------------------------------------------------------------------------------------------------------- Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 67,047,064 66,732,496 66,509,121 --------------------------------------------------------------------------------------------------------------------- Basic earnings per share $3.14 $3.00 $2.67 --------------------------------------------------------------------------------------------------------------------- Diluted earnings per share $3.01 $2.68 $2.38 --------------------------------------------------------------------------------------------------------------------- (1) Excludes employee stock options with exercise prices 855,326 31,970 26,943 greater than the current market price.
68 (18) REPORTABLE SEGMENTS BOK Financial operates five principal lines of business: Oklahoma corporate banking, Oklahoma consumer banking, mortgage banking, wealth management, and regional banking. Mortgage banking activities include loan origination and servicing across all markets served by the Company. Wealth management provides brokerage and trading, private financial services and investment advisory services in all markets. It also provides fiduciary services in all markets except Colorado. Fiduciary services in Colorado are included in regional banking. Regional banking consists primarily of corporate and consumer banking activities in the respective local markets. In addition to its lines of business, BOK Financial has a funds management unit. The primary purpose of this unit is to manage the overall liquidity needs and interest rate risk of the Company. Each line of business borrows funds from and provides funds to the funds management unit as needed to support their operations. The Oklahoma Corporate Banking segment provides loan and lease financing and treasury and cash management services to businesses throughout Oklahoma and certain relationships in surrounding states. Oklahoma Corporate Banking also includes our TransFund unit, which provides ATM and merchant deposit services. The Oklahoma Consumer Banking segment provides a full line of deposit, loan and fee-based services to customers throughout Oklahoma through four major distribution channels: traditional branches, supermarket branches, the 24-hour ExpressBank call center and the Internet. The Mortgage Banking segment consists of two operating sectors that originate a full range of mortgage products from federally sponsored programs to "jumbo loans" on higher priced homes in BOK Financial's primary market areas. The Mortgage Banking segment also services mortgage loans acquired from throughout the United States. The Wealth Management segment provides a wide range of financial services, including trust and private financial services and brokerage and trading services. This segment includes the activities of BOSC, Inc., a registered broker/dealer. Trust and private financial services include sales of institutional, investment and retirement products, loans and other services to affluent individuals, businesses, not-for-profit organizations, and governmental agencies. Trust services are primarily provided to clients in Oklahoma, Texas and New Mexico. Regional banking includes Bank of Texas, Bank of Albuquerque, Bank of Arkansas, Colorado State Bank and Trust and Bank of Arizona. Each of these banks provides a full range of corporate and consumer banking services in their respective markets. Fiduciary services provided through Colorado State Bank and Trust are included in the Regional Banking segment. BOK Financial identifies reportable segments by type of service provided for the Mortgage Banking and the Wealth Management segments and by type of customer for the Oklahoma Corporate Banking and Oklahoma Consumer Banking segments. Regional Banking is identified by legal entity. Operating results are adjusted for intercompany loan participations and allocated service costs and management fees. BOK Financial allocates resources and evaluates performance of its lines of business after allocation of funds, certain indirect expenses, taxes and capital costs. The cost of funds borrowed from the funds management unit by the operating lines of business is transfer priced at rates that approximate market for funds with similar duration. Market rates are generally based on the applicable LIBOR or interest rate swap rates, adjusted for prepayment risk. This method of transfer pricing funds that support assets of the operating lines of business tends to insulate them from interest rate risk. The value of funds provided by the operating lines of business to the funds management unit is based on applicable Federal Home Loan Bank advance rates. Deposit accounts with indeterminate maturities, such as demand deposit accounts and interest-bearing transaction accounts, are transfer priced at a rolling average based on expected duration of the accounts. The expected duration ranges from 90 days for certain rate-sensitive deposits to five years. The accounting policies of the reportable segments generally follow those described in the summary of significant accounting policies, except that interest income is reported on a fully tax-equivalent basis, loan losses are based on actual net amounts charged off and the amortization of intangible assets is generally excluded. Economic capital is assigned to the business units by a third-party developed capital allocation model that reflects management's assessment of risk. This model assigns capital based upon credit, operating, interest rate and market risk inherent in the business lines and recognizes the diversification benefits among the units. The level of assigned economic capital is a combination of the risk taken by each business line, based on its actual exposures and calibrated to its own loss history where possible. Additional capital is assigned to the regional banking line of business based on BOK Financial's investment in those entities. Substantially all revenue is from domestic customers. No single external customer accounts for more than 10% of total revenue. 69 Oklahoma Oklahoma All Corporate Consumer Mortgage Wealth Regional Other/ (In Thousands) Banking Banking Banking Management Banking Eliminations Total ------------------------------------------------------------------------------------------------ Year ended December 31, 2005 Net interest revenue/(expense) from external sources $ 191,040 $ (25,140) $ 20,392 $ 5,651 $ 264,273 $ (6,875) $ 449,341 Net interest revenue/(expense) from internal sources (60,735) 87,421 (14,979) 11,208 (41,338) 18,423 - ---------------------------------------------------------------------------------------------------------------------------- Total net interest revenue 130,305 62,281 5,413 16,859 222,935 11,548 449,341 Provision for credit losses 4,757 4,632 416 218 6,195 (3,777) 12,441 Other operating revenue 92,707 66,266 16,427 100,647 54,719 (1,496) 329,270 Gain on sales of assets 4,758 - 1,232 - - - 5,990 Capitalized mortgage servicing rights - - 17,402 - - - 17,402 Financial instruments gains (losses) - - (5,087) - 503 (1,132) (5,716) Operating expense 102,513 84,336 35,315 88,001 150,409 12,447 473,021 Recovery for impairment of mortgage servicing rights - - (3,915) - - - (3,915) Income taxes 46,875 15,396 1,389 11,397 44,209 (6,031) 113,235 ---------------------------------------------------------------------------------------------------------------------------- Net income $ 73,625 $ 24,183 $ 2,182 $ 17,890 $ 77,344 $ 6,281 $ 201,505 ---------------------------------------------------------------------------------------------------------------------------- Average assets $4,629,400 $2,988,218 $526,224 $1,503,886 $ 6,420,498 $(499,371) $15,568,855 Average economic capital 322,440 69,810 24,210 106,040 325,000 614,346 1,461,846 Average invested capital - - - - 569,800 - - Performance measurements: Return on assets 1.59% 0.81% 0.41% 1.19% 1.20% - 1.29% Return on economic capital 22.83 34.64 9.01 16.87 23.80 - 13.78 Return on invested capital - - - - 13.57 - - Efficiency ratio 45.01 65.61 87.25 74.89 54.17 - 58.98
Reconciliation to Consolidated Financial Statements Other Other Net Interest Operating Operating Net Average Revenue Revenue(1) Expense Income Assets --------------------------------------------------------------------- Total reportable segments $437,793 $354,158 $456,659 $195,224 $16,068,226 Unallocated items: Tax-equivalent adjustment 5,182 - - 5,182 - Funds management 18,543 (709) 7,778 (1,789) 1,688,973 All others (including eliminations), net (12,177) (787) 4,669 2,888 (2,188,344) -------------------------------------------------------------------------------------------------- BOK Financial consolidated $449,341 $352,662 $469,106 $201,505 $15,568,855 -------------------------------------------------------------------------------------------------- (1)Excluding financial instrument gains/(losses)
70 Oklahoma Oklahoma All Corporate Consumer Mortgage Wealth Regional Other/ (In Thousands) Banking Banking Banking Management Banking Eliminations Total ------------------------------------------------------------------------------------------------ Year ended December 31, 2004 Net interest revenue/(expense) from external sources $ 148,919 $ (19,061) $ 21,647 $ 4,001 $ 200,781 $ 66,956 $ 423,243 Net interest revenue/(expense) from internal sources (26,049) 64,873 (11,423) 8,888 (19,753) (16,536) - ---------------------------------------------------------------------------------------------------------------------------- Total net interest revenue 122,870 45,812 10,224 12,889 181,028 50,420 423,243 Provision for credit losses 8,956 6,964 340 23 5,507 (1,351) 20,439 Other operating revenue 86,493 56,611 22,055 93,193 47,017 (3,282) 302,087 Capitalized mortgage servicing rights - - 11,365 - - - 11,365 Financial instruments gains/(losses) - - (5,068) - - 506 (4,562) Operating expense 99,007 76,057 35,415 83,784 132,022 16,506 442,791 Recovery for impairment of mortgage servicing rights - - (1,567) - - - (1,567) Income taxes 39,444 7,548 1,707 8,688 32,810 1,250 91,447 ---------------------------------------------------------------------------------------------------------------------------- Net income $ 61,956 $ 11,854 $ 2,681 $ 13,587 $ 57,706 $ 31,239 $ 179,023 ---------------------------------------------------------------------------------------------------------------------------- Average assets $4,380,491 $2,746,279 $ 559,034 $1,122,147 $5,754,211 $(535,275) $14,026,887 Average economic capital 312,530 64,390 27,270 84,820 280,710 527,837 1,297,557 Average invested capital - - - - 508,880 - - Performance measurements: Return on assets 1.41% 0.43% 0.48% 1.21% 1.00% - 1.28% Return on economic capital 19.82 18.41 9.83 16.02 20.56 - 13.80 Return on invested capital - - - - 11.34 - - Efficiency ratio 47.29 74.26 81.15 78.98 57.89 - 60.11
Reconciliation to Consolidated Financial Statements Other Other Net Interest Operating Operating Net Average Revenue Revenue(1) Expense Income Assets --------------------------------------------------------------------- Total reportable segments $372,823 $ 316,734 $424,718 $147,784 $14,562,162 Unallocated items: Tax-equivalent adjustment 5,039 - - 5,039 - Funds management 56,432 (3,465) 12,073 19,066 1,590,820 All others (including eliminations), net (11,051) 183 4,433 7,134 (2,126,095) -------------------------------------------------------------------------------------------------- BOK Financial consolidated $423,243 $ 313,452 $441,224 $179,023 $14,026,887 -------------------------------------------------------------------------------------------------- (1)Excluding financial instrument gains/(losses)
71 Oklahoma Oklahoma All Corporate Consumer Mortgage Wealth Regional Other/ (In Thousands) Banking Banking Banking Management Banking Eliminations Total ------------------------------------------------------------------------------------------------ Year ended December 31, 2003 Net interest revenue/(expense) from external sources $ 140,818 $ (17,188) $ 27,770 $ 1,966 $ 168,995 $ 69,134 $ 391,495 Net interest revenue/(expense) from internal sources (25,924) 58,261 (9,415) 8,939 (14,801) (17,060) - ---------------------------------------------------------------------------------------------------------------------------- Total net interest revenue 114,894 41,073 18,355 10,905 154,194 52,074 391,495 Provision for credit losses 10,318 6,892 917 390 6,425 10,694 35,636 Other operating revenue 77,332 47,229 36,379 93,757 37,106 (8,685) 283,118 Capitalized mortgage servicing rights - - 23,922 - - - 23,922 Financial instruments gains/(losses) - - 4,025 - 339 (6,551) (2,187) Operating expense 87,585 66,798 58,204 80,512 119,567 23,695 436,361 Recovery for impairment of mortgage servicing rights - - (22,923) - - - (22,923) Income taxes 36,692 5,684 18,082 9,243 23,974 (4,761) 88,914 ---------------------------------------------------------------------------------------------------------------------------- Net income $ 57,631 $ 8,928 $ 28,401 $ 14,517 $ 41,673 $ 7,210 $ 158,360 ---------------------------------------------------------------------------------------------------------------------------- Average assets $4,106,441 $2,525,060 $ 623,823 $875,661 $ 5,000,039 $(351,608) $12,779,416 Average economic capital 311,140 58,000 34,120 69,690 273,600 413,006 1,159,556 Average invested capital - - - - 459,780 - - Performance measurements: Return on assets 1.40% 0.35% 4.55% 1.66% 0.83% - 1.24% Return on economic capital 18.52 15.39 83.24 20.83 15.23 - 13.66 Return on invested capital - - - - 9.06 - - Efficiency ratio 45.56 75.65 74.00 76.93 62.50 - 62.47
Reconciliation to Consolidated Financial Statements Other Other Net Interest Operating Operating Net Average Revenue Revenue(1) Expense Income Assets --------------------------------------------------------------------- Total reportable segments $339,421 $ 315,725 $389,743 $151,150 $13,131,024 Unallocated items: Tax-equivalent adjustment 5,170 - - 5,170 - Funds management 59,519 (6,520) 13,946 4,959 1,379,342 All others (including eliminations), net (12,615) (2,165) 9,749 (2,919) (1,730,950) -------------------------------------------------------------------------------------------------- BOK Financial consolidated $391,495 $ 307,040 $413,438 $158,360 $12,779,416 --------------------------------------------------------------------------------------------------
(1)Excluding financial instrument gains/(losses) 72 (19) FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying values and estimated fair values of financial instruments as of December 31, 2005 and 2004 (dollars in thousands): Range of Average Estimated Carrying Contractual Repricing Discount Fair Value Yields (in years) Rate Value --------------------------------------------------------------------- 2005: Cash and cash equivalents $ 699,322 $ 699,322 Securities 5,085,333 5,083,614 Loans: Commercial 5,299,935 2.75 -18.00% 0.33 4.61 - 7.25% 5,411,035 Commercial real estate 1,989,902 4.00 -12.00 1.21 7.25 1,977,936 Residential mortgage 1,169,331 2.82 -12.13 3.29 4.60 - 6.17 1,146,072 Residential mortgage - held for sale 51,666 - - - 51,666 Consumer 629,144 3.04 -18.90 2.38 7.25 623,265 --------------------------------------------------------------------------------------------------------------------- Total loans 9,139,978 9,209,974 Reserve for loan losses (103,876) - --------------------------------------------------------------------------------------------------------------------- Net loans 9,036,102 9,209,974 Derivative instruments with positive fair value 452,878 452,878 Deposits with no stated maturity 7,277,258 7,277,258 Time deposits 4,098,060 0.70 - 7.25 1.70 4.25 - 4.90 4,056,480 Other borrowings 2,392,209 2.01 - 4.48 1.54 4.37 - 4.61 2,392,255 Subordinated debentures 295,964 6.71 8.09 4.48 317,779 Derivative instruments with negative fair value 466,669 466,669 --------------------------------------------------------------------------------------------------------------------- 2004: Cash and cash equivalents $ 531,091 $ 531,091 Securities 4,823,976 4,825,518 Loans: Commercial 4,575,836 2.71 -15.00% 0.41 2.45 - 6.68% 778,495 Commercial real estate 1,621,110 3.50 -15.00 1.08 5.65 - 7.60 1,606,153 Residential mortgage 1,198,918 2.82 - 7.96 4.17 5.36 - 6.44 1,154,226 Residential mortgage - held for sale 40,262 - - - 40,262 Consumer 492,841 2.65 -21.00 2.29 4.83 - 8.75 471,863 --------------------------------------------------------------------------------------------------------------------- Total loans 7,928,967 8,050,999 Reserve for loan losses (108,618) - --------------------------------------------------------------------------------------------------------------------- Net loans 7,820,349 8,050,999 Derivative instruments with positive fair value 130,297 130,297 Deposits with no stated maturity 6,030,546 6,030,546 Time deposits 3,643,852 0.55 - 7.33 2.34 2.40 - 3.75 3,639,345 Other borrowings 2,570,507 2.26 - 5.51 0.05 1.43 - 4.38 2,571,259 Subordinated debentures 151,594 5.25 2.60 5.14 153,565 Derivative instruments with negative fair value 137,538 137,538 ---------------------------------------------------------------------------------------------------------------------
The preceding table presents the estimated fair values of financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involved significant judgments by management. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and management does not intend to sell these financial instruments, BOK Financial does not know whether the fair values shown above represent values at which the respective financial instruments could be sold individually or in the aggregate. 73 The following methods and assumptions were used in estimating the fair value of these financial instruments: CASH AND CASH EQUIVALENTS The book value reported in the consolidated balance sheet for cash and short-term instruments approximates those assets' fair values. SECURITIES The fair values of securities are based on quoted market prices or dealer quotes, when available. If quotes are not available, fair values are based on quoted prices of comparable instruments. DERIVATIVES All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices. Fair values for over-the-counter interest rate, commodity and foreign exchange contracts are based on valuations provided either by third-party dealers in the contracts, quotes provided by independent pricing services, or a third-party provided pricing model. LOANS The fair value of loans, excluding loans held for sale, are based on discounted cash flow analyses using interest rates currently being offered for loans with similar remaining terms to maturity and credit risk, adjusted for the impact of interest rate floors and ceilings. The fair values of classified loans were estimated to approximate their carrying values less loan loss reserves allocated to these loans of $15 million and $28 million at December 31, 2005 and 2004, respectively. The fair values of residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments and hedging transactions. DEPOSITS The fair values of time deposits are based on discounted cash flow analyses using interest rates currently being offered on similar transactions. Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," ("FAS 107") defines the estimated fair value of deposits with no stated maturity, which includes demand deposits, transaction deposits, money market deposits and savings accounts, to equal the amount payable on demand. Although market premiums paid reflect an additional value for these low cost deposits, FAS 107 prohibits adjusting fair value for the expected benefit of these deposits. Accordingly, the positive effect of such deposits is not included in this table. OTHER BORROWINGS AND SUBORDINATED DEBENTURES The fair values of these instruments are based upon discounted cash flow analyses using interest rates currently being offered on similar instruments. OFF-BALANCE SHEET INSTRUMENTS The fair values of commercial loan commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements. The fair values of these off-balance sheet instruments were not significant at December 31, 2005 and 2004. 74 (20) PARENT COMPANY ONLY FINANCIAL STATEMENTS Summarized financial information for BOK Financial - Parent Company Only follows: BALANCE SHEETS (In Thousands) December 31, ---------------------------- 2005 2004 ---------------------------- ASSETS Cash and cash equivalents $ 11,074 $ 13,230 Securities - available for sale 11,910 11,170 Investment in subsidiaries 1,517,047 1,470,405 Other assets 1,729 2,184 -------------------------------------------------------------------------- Total assets $1,541,760 $1,496,989 -------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Other borrowings $ - $ 95,000 Other liabilities 2,606 3,495 -------------------------------------------------------------------------- Total liabilities 2,606 98,495 -------------------------------------------------------------------------- Preferred stock - 12 Common stock 4 4 Capital surplus 656,579 631,747 Retained earnings 990,422 809,261 Treasury stock (40,040) (30,905) Accumulated other comprehensive loss (67,811) (11,625) -------------------------------------------------------------------------- Total shareholders' equity 1,539,154 1,398,494 -------------------------------------------------------------------------- Total liabilities and shareholders' equity $1,541,760 $1,496,989 -------------------------------------------------------------------------- STATEMENTS OF EARNINGS (In Thousands) 2005 2004 2003 ------------------------------------------- Dividends, interest and fees received from subsidiaries $153,462 $ 127 $ 66,165 Other operating revenue 468 35 431 ------------------------------------------------------------------------------------------------ Total revenue 153,930 162 66,596 ------------------------------------------------------------------------------------------------ Interest expense 1,500 2,185 1,771 Professional fees and services 589 486 545 Contribution of stock to BOK Charitable Foundation - 4,125 - Other operating expense 22 2 (4) ------------------------------------------------------------------------------------------------ Total expense 2,111 6,798 2,312 ------------------------------------------------------------------------------------------------ Income (loss) before taxes and equity in undistributed income of subsidiaries 151,819 (6,636) 64,284 Federal and state income tax credit (682) (3,953) (678) ------------------------------------------------------------------------------------------------ Income (loss) before equity in undistributed income of subsidiaries 152,501 (2,683) 64,962 Equity in undistributed income of subsidiaries 49,004 181,706 93,398 ------------------------------------------------------------------------------------------------ Net income $201,505 $179,023 $158,360 ------------------------------------------------------------------------------------------------
75 STATEMENTS OF CASH FLOWS (In Thousands) 2005 2004 2003 ---------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $201,505 $179,023 $158,360 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed income of subsidiaries (49,004) (181,706) (93,398) Tax benefit on exercise of stock options 3,583 4,609 1,325 Contribution of stock to BOK Charitable Foundation - 4,125 - Write down of equity securities - 410 - Change in other assets (12,337) (5,138) (944) Change in other liabilities (889) 713 272 ------------------------------------------------------------------------------------------------ Net cash provided by operating activities 142,858 2,036 65,615 ------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available for sale securities - (53) (27) Investment in subsidiaries (34,264) (5,250) (85,015) ------------------------------------------------------------------------------------------------ Net cash used by investing activities (34,264) (5,303) (85,042) ------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase in other borrowings - - 105,000 Pay down of other borrowings (95,000) - (95,000) Issuance of preferred, common and treasury stock, net 7,032 7,132 4,627 Cash dividends (20,343) (1,540) (785) Other (2,439) 24 - ------------------------------------------------------------------------------------------------ Net cash provided (used) by financing activities (110,750) 5,616 13,842 ------------------------------------------------------------------------------------------------ Net change in cash and cash equivalents (2,156) 2,349 (5,585) Cash and cash equivalents at beginning of period 13,230 10,881 16,466 ------------------------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,074 $ 13,230 $ 10,881 ------------------------------------------------------------------------------------------------ PAYMENT OF DIVIDENDS IN COMMON STOCK $ - $ 65,899 $ 58,300 ------------------------------------------------------------------------------------------------ CASH PAID FOR INTEREST 1,698 1,882 1,947 ------------------------------------------------------------------------------------------------
76 ANNUAL FINANCIAL SUMMARY - UNAUDITED CONSOLIDATED DAILY AVERAGE BALANCES, AVERAGE YIELDS AND RATES (Dollars in Thousands) 2005 ----------------------------------------------- Average Revenue/ Yield/ Balance Expense (1) Rate ----------------------------------------------- ASSETS Taxable securities (3) $ 4,769,666 $205,952 4.34% Tax-exempt securities (3) 226,961 11,587 5.13 ------------------------------------------------------------------------------------------------------------------------------ Total securities (3) 4,996,627 217,539 4.38 ------------------------------------------------------------------------------------------------------------------------------ Trading securities 15,892 770 4.85 Funds sold and resell agreements 38,521 1,287 3.34 Loans (2) 8,489,751 555,520 6.54 Less reserve for loan losses 110,158 - - ------------------------------------------------------------------------------------------------------------------------------ Loans, net of reserve 8,379,593 555,520 6.63 ------------------------------------------------------------------------------------------------------------------------------ Total earning assets (3) 13,430,633 775,116 5.78 ------------------------------------------------------------------------------------------------------------------------------ Cash and other assets 2,138,222 ------------------------------------------------------------------------------------------------------------------------------ Total assets $15,568,855 ------------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY Transaction deposits $ 4,402,810 $ 72,721 1.65% Savings deposits 159,429 1,106 0.69 Time deposits 3,894,429 136,573 3.51 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits 8,456,668 210,400 2.49 ------------------------------------------------------------------------------------------------------------------------------ Funds purchased and repurchase agreements 1,936,792 61,606 3.18 Other borrowings 996,266 34,220 3.43 Subordinated debenture 236,589 14,367 6.07 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 11,626,315 320,593 2.76 ------------------------------------------------------------------------------------------------------------------------------ Demand deposits 1,607,702 Other liabilities 872,992 Shareholders' equity 1,461,846 ------------------------------------------------------------------------------------------------------------------------------ Total liabilities and shareholders' equity $15,568,855 ------------------------------------------------------------------------------------------------------------------------------ TAX-EQUIVALENT NET INTEREST REVENUE (3) $454,523 3.02% TAX-EQUIVALENT NET INTEREST REVENUE TO EARNING ASSETS (3) 3.39 Less tax-equivalent adjustment (1) 5,182 ------------------------------------------------------------------------------------------------------------------------------ NET INTEREST REVENUE 449,341 Provision for credit losses 12,441 Other operating revenue 346,946 Other operating expense 469,106 ------------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE TAXES 314,740 Federal and state income tax 113,235 ------------------------------------------------------------------------------------------------------------------------------ NET INCOME $201,505 ------------------------------------------------------------------------------------------------------------------------------
(1)Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown are for comparative purposes. (2)The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income. See Note 1 of Notes to the Consolidated Financial Statements for a description of income recognition policy. (3)Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income. 77 2004 2003 ------------------------------------------------------------------------------------------------------ Average Revenue/ Yield/ Average Revenue/ Yield/ Balance Expense1 Rate Balance Expense1 Rate ----------------------------------------------- ------------------------------------------------ $ 4,656,108 $197,884 4.26% $ 4,316,303 $180,581 4.22% 207,376 11,672 5.64 191,982 12,527 6.59 ------------------------------------------------------------------------------------------------------ 4,863,484 209,556 4.32 4,508,285 193,108 4.32 ------------------------------------------------------------------------------------------------------ 16,025 629 3.93 16,975 694 4.09 19,944 353 1.77 26,330 281 1.07 7,644,049 408,785 5.35 7,101,543 376,260 5.30 116,076 - - 110,791 - - ------------------------------------------------------------------------------------------------------ 7,527,973 408,785 5.43 6,990,752 376,260 5.38 ------------------------------------------------------------------------------------------------------ 12,427,426 619,323 4.99 11,542,342 570,343 4.96 ------------------------------------------------------------------------------------------------------ 1,599,461 1,237,074 ------------------------------------------------------------------------------------------------------ $14,026,887 $12,779,416 ------------------------------------------------------------------------------------------------------ $ 3,863,276 $ 35,517 0.92% $ 3,605,539 $ 31,346 0.87% 169,556 975 0.58 172,938 944 0.55 3,584,496 107,941 3.01 3,439,361 99,639 2.90 ------------------------------------------------------------------------------------------------------ 7,617,328 144,433 1.90 7,217,838 131,929 1.83 ------------------------------------------------------------------------------------------------------ 1,611,771 21,140 1.31 1,537,100 15,590 1.01 1,007,237 17,707 1.76 1,051,685 16,682 1.59 152,983 7,761 5.07 154,940 9,477 6.12 ------------------------------------------------------------------------------------------------------ 10,389,319 191,041 1.84 9,961,563 173,678 1.74 ------------------------------------------------------------------------------------------------------ 1,805,558 1,309,744 534,453 348,553 1,297,557 1,159,556 ------------------------------------------------------------------------------------------------------ $14,026,887 $12,779,416 ------------------------------------------------------------------------------------------------------ $428,282 3.15% $396,665 3.22% 3.45 3.44 5,039 5,170 ------------------------------------------------------------------------------------------------------ 423,243 391,495 20,439 35,636 308,890 304,853 441,224 413,438 ------------------------------------------------------------------------------------------------------ 270,470 247,274 91,447 88,914 ------------------------------------------------------------------------------------------------------ $179,023 $158,360 ------------------------------------------------------------------------------------------------------
78 QUARTERLY FINANCIAL SUMMARY - UNAUDITED CONSOLIDATED DAILY AVERAGE BALANCES, AVERAGE YIELDS AND RATES (Dollars in Thousands Except Per Share Data) Three Months Ended ------------------------------------------------------------------------- December 31, 2005 September 30, 2005 ---------------------------------- ---------------------------------- Average Revenue/ Yield/ Average Revenue/ Yield/ Balance Expense(1) Rate Balance Expense(1) Rate ---------------------------------- ---------------------------------- ASSETS Taxable securities (3) $ 4,816,263 $ 53,375 4.44% $ 4,800,698 $ 51,946 4.28% Tax-exempt securities (3) 243,521 3,046 5.05 231,097 2,888 4.96 -------------------------------------------------------------------------------------- ---------------------------------- Total securities (3) 5,059,784 56,421 4.47 5,031,795 54,834 4.31 -------------------------------------------------------------------------------------- ---------------------------------- Trading securities 20,595 243 4.68 14,560 171 4.66 Funds sold and resell agreements 57,656 581 4.00 44,882 386 3.41 Loans (2) 9,005,546 158,387 6.98 8,635,732 144,954 6.66 Less reserve for loan losses 108,998 - - 109,840 - - -------------------------------------------------------------------------------------- ---------------------------------- Loans, net of reserve 8,896,548 158,387 7.06 8,525,892 144,954 6.75 -------------------------------------------------------------------------------------- ---------------------------------- Total earning assets (3) 14,034,583 215,632 6.12 13,617,129 200,345 5.83 -------------------------------------------------------------------------------------- ---------------------------------- Cash and other assets 2,131,047 1,970,746 -------------------------------------------------------------------------------------- ---------------------------------- Total assets $16,165,630 $15,587,875 -------------------------------------------------------------------------------------- ---------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Transaction deposits $ 4,821,627 $ 24,075 1.98% $ 4,533,912 $ 18,968 1.66% Savings deposits 154,316 292 0.75 157,772 280 0.70 Time deposits 4,216,625 40,083 3.77 3,958,948 35,255 3.53 -------------------------------------------------------------------------------------- ---------------------------------- Total interest-bearing deposits 9,192,568 64,450 2.78 8,650,632 54,503 2.50 -------------------------------------------------------------------------------------- ---------------------------------- Funds purchased and repurchase agreements 1,812,752 17,914 3.92 2,067,432 17,738 3.40 Other borrowings 1,049,635 10,807 4.08 1,047,423 9,510 3.60 Subordinated debenture 296,021 4,683 6.28 297,284 4,477 5.97 -------------------------------------------------------------------------------------- ---------------------------------- Total interest-bearing liabilities 12,350,976 97,854 3.14 12,062,771 86,228 2.84 -------------------------------------------------------------------------------------- ---------------------------------- Demand deposits 1,530,504 1,424,102 Other liabilities 777,111 613,667 Shareholders' equity 1,507,039 1,487,335 -------------------------------------------------------------------------------------- ---------------------------------- Total liabilities and shareholders' equity $16,165,630 $15,587,875 -------------------------------------------------------------------------------------- ---------------------------------- TAX-EQUIVALENT NET INTEREST REVENUE (3) $117,778 2.98% $114,117 2.99% TAX-EQUIVALENT NET INTEREST REVENUE TO EARNING ASSETS (3) 3.34 3.32 Less tax-equivalent adjustment (1) 1,392 1,289 -------------------------------------------------------------------------------------- ---------------------------------- NET INTEREST REVENUE 116,386 112,828 Provision for credit losses 4,450 3,976 Other operating revenue 87,344 86,855 Other operating expense 123,903 117,034 -------------------------------------------------------------------------------------- ---------------------------------- INCOME BEFORE TAXES 75,377 78,673 Federal and state income tax 27,219 27,846 -------------------------------------------------------------------------------------- ---------------------------------- NET INCOME $ 48,158 $ 50,827 -------------------------------------------------------------------------------------- ---------------------------------- EARNINGS PER AVERAGE COMMON SHARE EQUIVALENT: Net income: Basic $0.72 $0.77 -------------------------------------------------------------------------------------- ---------------------------------- Diluted $0.72 $0.76 -------------------------------------------------------------------------------------- ----------------------------------
(1)Tax equivalent at the statutory federal and state rates for the periods presented. The taxable equivalent adjustments shown are for comparative purposes. (2)The loan averages included loans on which the accrual of interest has been discontinued and are stated net of unearned income. See Note 1 of Notes to the Consolidated Financial Statements for a description of income recognition policy. (3)Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income. 79 Three Months Ended -------------------------------------------------------------------------------------------------------------- June 30, 2005 March 31, 2005 December 31, 2004 ---------------------------------- ----------------------------------- ----------------------------------- Average Revenue/ Yield/ Average Revenue/ Yield/ Average Revenue/ Yield/ Balance Expense(1) Rate Balance Expense(1) Rate Balance Expense(1) Rate ---------------------------------- ----------------------------------- ----------------------------------- $ 4,831,186 $ 51,275 4.32% $ 4,628,233 $ 49,356 4.32% $ 4,709,193 $ 50,200 4.25% 215,360 2,810 5.23 217,571 2,843 5.30 219,873 2,951 5.37 ---------------------------------- ----------------------------------- ----------------------------------- 5,046,546 54,085 4.36 4,845,804 52,199 4.36 4,929,066 53,151 4.30 ---------------------------------- ----------------------------------- ----------------------------------- 11,639 165 5.69 17,205 191 4.50 10,208 107 4.17 21,170 156 2.96 30,003 164 2.22 31,994 170 2.11 8,341,490 133,173 6.40 7,963,177 119,006 6.06 7,873,974 111,292 5.62 111,056 - - 111,955 - - 114,106 - - ---------------------------------- ----------------------------------- ----------------------------------- 8,230,434 133,173 6.49 7,851,222 119,006 6.15 7,759,868 111,292 5.71 ---------------------------------- ----------------------------------- ----------------------------------- 13,309,789 187,579 5.68 12,744,234 171,560 5.46 12,731,136 164,720 5.15 ---------------------------------- ----------------------------------- ----------------------------------- 1,750,686 1,474,621 1,598,935 ---------------------------------- ----------------------------------- ----------------------------------- $ 15,060,475 $ 14,218,855 $ 14,330,071 ---------------------------------- ----------------------------------- ----------------------------------- $ 4,323,513 $ 16,049 1.49% $ 3,920,844$ 13,629 1.41% $ 3,841,742$ 10,779 1.12% 166,426 285 0.69 159,276 249 0.63 160,404 231 0.57 3,710,338 31,499 3.41 3,685,257 29,736 3.27 3,662,455 29,586 3.21 ---------------------------------- ----------------------------------- ----------------------------------- 8,200,277 47,833 2.34 7,765,377 43,614 2.28 7,664,601 40,596 2.11 ---------------------------------- ----------------------------------- ----------------------------------- 2,160,031 15,764 2.93 1,704,327 10,190 2.42 1,747,391 8,397 1.91 914,968 7,224 3.17 971,616 6,679 2.79 1,005,679 5,703 2.26 200,038 2,980 5.98 150,752 2,227 5.99 152,634 1,929 5.03 ---------------------------------- ----------------------------------- ----------------------------------- 11,475,314 73,801 2.58 10,592,072 62,710 2.40 10,570,305 56,625 2.13 ---------------------------------- ----------------------------------- ----------------------------------- 1,586,248 1,895,989 1,938,205 558,655 319,375 453,571 1,440,258 1,411,419 1,367,990 ---------------------------------- ----------------------------------- ----------------------------------- $ 15,060,475 $ 14,218,855 $ 14,330,071 ---------------------------------- ----------------------------------- ----------------------------------- $ 113,778 3.10% $ 108,850 3.06% $ 108,095 3.02% 3.45 3.46 3.38 1,245 1,256 1,633 ---------------------------------- ----------------------------------- ----------------------------------- 112,533 107,594 106,462 2,015 2,000 4,439 94,591 78,156 78,714 126,010 102,159 111,582 ---------------------------------- ----------------------------------- ----------------------------------- 79,099 81,591 69,155 28,634 29,536 22,599 ---------------------------------- ----------------------------------- ----------------------------------- $ 50,465 $ 52,055 $ 46,556 ---------------------------------- ----------------------------------- ----------------------------------- $0.79 $0.87 $0.78 ---------------------------------- ----------------------------------- ----------------------------------- $0.75 ` $0.78 $0.70 ---------------------------------- ----------------------------------- -----------------------------------
BOK Financial Corporation Board of Directors Gregory S. Allen (1) President & CEO Advance Food Co., Inc. Photo of Gregory S. Allen shown here. C. Fred Ball, Jr. (2) Chairman & CEO Bank of Texas, N.A. Photo of C. Fred Ball, Jr. shown here. Sharon J. Bell (1) Managing Partner Rogers & Bell Photo of Sharon J. Bell shown here. Peter C. Boylan, III (1) CEO Boylan Partners, LLC Photo of Peter C. Boylan, III shown here. Chester Cadieux, III (1) President & CEO QuikTrip Corporation Photo of Chester Cadieux, III shown here. Joseph E. Cappy (1) Retired Chairman & CEO Dollar Thrifty Automotive Group Photo of Joseph E. Cappy shown here. William E. Durrett Senior Chairman American Fidelity Corp. Photo of William E. Durrett shown here. Robert G. Greer (2) Vice Chairman Bank of Texas, N.A. Photo of Robert G. Greer shown here. David F. Griffin (1) President & General Manager Griffin Communications, L.L.C. Photo of David F. Griffin shown here. V. Burns Hargis (1) Vice Chairman BOK Financial Corporation and Bank of Oklahoma, N.A. Photo of V. Burns Hargis shown here. E. Carey Joullian, IV (1) President & CEO Mustang Fuel Corporation Photo of E. Carey Joullian, IV shown here. George B. Kaiser (1) Chairman BOK Financial Corporation and Bank of Oklahoma, N.A. Photo of George B. Kaiser shown here. Judith Z. Kishner (1) Manager Zarrow Family Office, L.L.C. Photo of Judith Z. Kishner shown here. David L. Kyle (1) Chairman, President & CEO ONEOK, Inc. Photo of David L. Kyle shown here. Robert J. LaFortune Personal Investments Photo of Robert J. LaFortune shown here. Stanley A. Lybarger (1),(2) President & CEO BOK Financial Corporation and Bank of Oklahoma, N.A. Photo of Stanley A. Lybarger shown here. Steven J. Malcolm (1) Chairman, President & CEO The Williams Companies, Inc. Photo of Steven J. Malcolm shown here. Paula Marshall-Chapman (1) CEO Bama Companies Photo of Paula Marshall-Chapman shown here. James A. Robinson Personal Investments Photo of James A. Robinson shown here. (1) Director of BOK Financial Corporation and Bank of Oklahoma, N.A. (2) Director of BOK Financial Corporation and Bank of Texas, N.A. Bank of Albuquerque, N.A. Board of Directors Adelmo Archuleta Owner, Professional Engineer Molzen-Corbin & Associates Suzanne Barker-Kalangis, Esq. Partner, Modrall, Sperling, Roehl, Harris and Sisk P.A. Steven G. Bradshaw Sr. Executive Vice President BOK Financial Corporation Charles E. Cotter Executive Vice President BOK Financial Corporation Rudy A. Davalos Athletic Director University of New Mexico William E. Garcia Retired Sr. Manager, Public Affairs Intel Corporation Robert M. Goodman Vice Chairman Bank of Albuquerque, N.A. Thomas D. Growney President Tom Growney Equipment, Inc. Larry F. Levy Senior Vice President Bank of Albuquerque, N.A. W. Jeffrey Pickryl Sr. Executive Vice President BOK Financial Corporation Mark E. Sauters Senior Vice President Bank of Albuquerque, N.A. Michael D. Sivage Chief Executive Officer STH Investments, Inc. Paul A. Sowards President Bank of Albuquerque, N.A. Jennifer S. Thomas Executive Vice President Bank of Albuquerque, N.A. James F. Ulrich Chairman & CEO Bank of Albuquerque, N.A. Bank of Arkansas, N.A. Board of Directors John W. Anderson Senior Vice President Bank of Oklahoma, N.A. Jett C. Cato Executive Vice President Bank of Arkansas, N.A. Jeff D. Cude Senior Vice President Bank of Arkansas, N.A. Jeffrey R. Dunn Chairman, President & CEO Bank of Arkansas, N.A. Mark W. Funke President Bank of Oklahoma, N.A. Oklahoma City Ronald E. Leffler Senior Vice President Bank of Oklahoma, N.A. Bank of Arizona, N.A. Board of Directors Gregory S. Anderson Vice Chairman Bank of Arizona, N.A. Charles E. Cotter Executive Vice President BOK Financial Corporation Scott D. LeMarr President Polo Cristi Companies Steven E. Nell EVP, Chief Financial Officer BOK Financial Corporation W. Jeffrey Pickryl Sr. Executive Vice President BOK Financial Corporation David Ralston Chairman Bank of Arizona, N.A. Dr. David Righi Physician Valley Anesthesiology Consultants James A. Sharp, Jr. Owner Oval Transportation Services Dr. Anthony T. Yeung Surgeon Arizona Institute for Minimally Invasive Spine Care Bank of Texas, N.A. Board of Directors C. Thomas Abbott Vice Chairman Bank of Texas, N.A. - Dallas C. Fred Ball, Jr. Chairman & CEO Bank of Texas, N.A. - Dallas C. Huston Bell Retired President The Vantage Companies Edward O. Boshell, Jr. Retired, Columbia General Investments, LP Steven G. Bradshaw Sr. Executive Vice President BOK Financial Corporation R. Neal Bright Managing Partner Bright & Bright, LLP H. Lynn Craft President & CEO Baptist Foundation of Texas Charles W. Eisemann Personal Investments James J. Ellis Managing Partner Ellis/Roiser Associates Robert G. Greer Vice Chairman Bank of Texas, N.A. - Houston R. William Gribble, Jr. President Gribble Oil Company J. T. Hairston, Jr. Personal Investments Douglas D. Hawthorne President & CEO Texas Health Resources Bill D. Henry Chairman & CEO McQuery Henry Bowles Troy, LLP Richard W. Jochetz President Bank of Texas, N.A. - Houston Stanley A. Lybarger President & CEO BOK Financial Corporation Albert W. Niemi, Jr. Dean, Cox School of Business Southern Methodist University W. Jeffrey Pickryl Sr. Executive Vice President BOK Financial Corporation Thomas S. Swiley President & COO Bank of Texas, N.A. - Dallas Mrs. Jere W. Thompson Community Leader Tom E. Turner Retired Chairman Bank of Texas, N.A. - Dallas John C. Vogt Personal Investments Randall Walker Chairman Bank of Texas, N.A. - Houston Colorado State Bank and Trust, N.A. Board of Directors (CSBT) Aaron K. Azari Executive Vice President CSBT Steven Caulkins, III Principal Greendeck Capital Joel H. Farkas Chairman JF Companies Thomas M. Foncannon Senior Vice President CSBT H. James Holloman Executive Vice President Bank of Oklahoma, N.A. Richard H. Lewis Personal Investments Kirk McDonald CEO, President Denver Newspaper Corp. W. Jeffrey Pickryl Sr. Executive Vice President BOK Financial Corporation Gregory K. Symons Chairman & CEO CSBT Shareholder Information Corporate Headquarters: Bank of Oklahoma Tower P.O. Box 2300 Tulsa, Oklahoma 74192 (918) 588-6000 Independent Auditors: Ernst & Young LLP 1700 One Williams Center Tulsa, Oklahoma 74172 (918) 560-3600 Legal Counsel: Frederic Dorwart Lawyers Old City Hall 124 E. Fourth St. Tulsa, Oklahoma 74103-5010 (918) 583-9922 Common Shares: Traded NASDAQ National Market NASDAQ Symbol: BOKF Number of common shareholders of record at December 31, 2005: 1,199 Market Makers: Archipelago Exchange (The) Boston Stock Exchange Citadel Derivatives Group LLC Citigroup Global Markets Inc. Credit Research & Trading Credit Suisse First Boston Friedman Billings Ramsey & Co Goldman, Sachs & Co. GVR Company LLC Harris Nesbitt Corp. Howe Barnes Investments, Inc. Jefferies & Company, Inc. Keefe, Bruyette & Woods, Inc. Knight Equity Markets, L.P. Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner Morgan Stanley & Co., Inc. National Stock Exchange Piper Jaffray Companies Inc. Sandler O'Neill & Partners Schwab Capital Markets Stephens Inc. SunTrust Robinson Humphrey Capital Markets Susquehanna Capital Group The Robinson Humphrey Co. UBS Securities LLC Transfer Agent and Registrar SunTrust Bank (800) 568-3476 Address Shareholder Inquiries Send certificates for transfer and address changes to: BY MAIL: SunTrust Bank P.O. Box 4625 Atlanta, GA 30303 BY HAND OR OVERNIGHT COURIER: SunTrust Bank Stock Transfer Department 58 Edgewood Avenue, Room 225 Atlanta, GA 30303 Copies of BOK Financial Corporation's Annual Report to Shareholders, Quarterly Reports and Form 10-K to the Securities and Exchange Commission are available without charge upon written request. Analysts, shareholders and other investors seeking financial information about BOK Financial Corporation are invited to contact Stacy C. Kymes, Senior Vice President, (918) 588-6752. Information about BOK Financial is also readily available at our website: www.bokf.com EX-21 3 exhibit21subsidiaries.txt SUBSIDIARIES Exhibit 21 BOK FINANCIAL CORPORATION SUBSIDIARIES OF THE REGISTRANT BANKING SUBSIDIARIES Bank of Albuquerque, National Association (1) Bank of Arkansas, National Association (1) Bank of Oklahoma, National Association (1) Bank of Texas, National Association (1) Colorado State Bank and Trust, National Association (1) Bank of Arizona, National Association (1) OTHER SUBSIDIARIES OF BOK FINANCIAL CORPORATION BOK Capital Services Corporation BOSC, Inc. Park Cities Bancshares, Inc. (2) Park Cities Corporation (5) BOKF Equity, LLC BOKF Private Equity, LP Colorado Funding Company Arizona Bancorp, Ltd. (3) SUBSIDIARIES OF BANK OF OKLAHOMA, N.A. Affiliated BancServices, Inc. Affiliated Financial Holding Company Affiliated Financial Insurance Agency, Inc. BancOklahoma Agri-Service Corporation BancOklahoma Mortgage Corporation BOK Delaware, Inc. (3) BOKF Equipment Finance, Inc. BOK Funding Trust (3) BOSC Agency, Inc. (Oklahoma) BOSC Agency, Inc. (New Mexico) (4) BOSC Agency, Inc. (Texas) (2) CVV Management, Inc. CVV Partnership, an Oklahoma General Partnership Cottonwood Valley Ventures, Inc. BOk Investment Advisers, Inc. Pacesetter Leasing Company Southwest Trust Company BOKF Community Development Fund LLC All Subsidiaries listed above were incorporated in Oklahoma, except as noted. (1) Chartered by the United States Government (2) Incorporated in Texas (3) Incorporated in Delaware (4) Incorporated in New Mexico (5) Incorporated in Nevada EX-23 4 exhibit23auditorsconsent.txt ERNST & YOUNG CONSENT Exhibit 23.0 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Annual Report (Form 10-K) of BOK Financial Corporation of our reports dated March 10, 2006, with respect to the consolidated financial statements of BOK Financial Corporation, BOK Financial Corporation management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of BOK Financial Corporation, included in the 2005 Annual Report to Shareholders of BOK Financial Corporation. We consent to the incorporation by reference in the following registration statements: o Registration Statement (Form S-8, No. 33-44121) pertaining to the Reoffer Prospectus of the Bank of Oklahoma Master Thrift Plan and Trust Agreement. o Registration Statement (Form S-8, No. 33-79834) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1994 Stock Option Plan. o Registration Statement (Form S-8, No. 33-79836) pertaining to the Reoffer Prospectus of the BOK Financial Corporation Directors' Stock Compensation Plan. o Registration Statement (Form S-8, No. 333-32649) pertaining to the Reoffer Prospectus of BOK Financial Corporation 1997 Stock Option Plan. o Registration Statement (Form S-8, No. 333-93957) pertaining to the Reoffer Prospectus of BOK Financial Corporation 2000 Stock Option Plan. o Registration Statement (Form S-8, No. 333-40280) pertaining to the Reoffer Prospectus of BOK Financial Corporation Thrift Plan for Hourly Employees. o Registration Statement (Form S-8, No. 333-62578) pertaining to the Reoffer Prospectus of BOK Financial Corporation 2001 Stock Option Plan. o Registration Statement (Form S-8, No. 333-106530) pertaining to the Reoffer Prospectus of BOK Financial Corporation's 2003 Executive Incentive Plan. o Registration Statement (Form S-8, No, 333-106531) pertaining to the Reoffer Prospectus of BOK Financial Corporation 2003 Stock Option Plan. of our reports dated March 10, 2006, with respect to the consolidated financial statements of BOK Financial Corporation, BOK Financial Corporation management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of BOK Financial Corporation, incorporated by reference into this Annual Report (Form 10-K) for the year December 31, 2005. /s/Ernst & Young Tulsa, Oklahoma March 10, 2006 EX-31 5 exhibit31ceocertification.txt 31.1 CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF EXECUTIVE OFFICER I, Stanley A. Lybarger, President and Chief Executive Officer of BOK Financial Corporation ("BOK Financial"), certify that: 1. I have reviewed this Annual Report on Form 10-K of BOK Financial; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2006 /s/ Stanley A. Lybarger - ------------------------------- Stanley A. Lybarger President Chief Executive Officer BOK Financial Corporation EX-31 6 exhibit31cfocertification.txt 31.2 CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF FINANCIAL OFFICER I, Steven E. Nell, Executive Vice President and Chief Financial Officer of BOK Financial Corporation ("BOK Financial"), certify that: 1. I have reviewed this Annual Report on Form 10-K of BOK Financial; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2006 /s/ Steven E. Nell - ------------------------ Steven E. Nell Executive Vice President Chief Financial Officer BOK Financial Corporation EX-32 7 exhibit32certifications906.txt SECTION 906 CERTIFICATIONS Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BOK Financial Corporation ("BOK Financial") on Form 10-K for the fiscal year ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Stanley A. Lybarger and Steven E. Nell, Chief Executive Officer and Chief Financial Officer, respectively, of BOK Financial, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of BOK Financial. March 15, 2006 /s/ Stanley A. Lybarger - --------------------------- Stanley A. Lybarger President Chief Executive Officer BOK Financial Corporation /s/ Steven E. Nell - --------------------------- Steven E. Nell Executive Vice President Chief Financial Officer BOK Financial Corporation -----END PRIVACY-ENHANCED MESSAGE-----