BOK FINANCIAL CORPORATION EXHIBIT 11 STATEMENT REGARDING THE COMPUTATION OF PER SHARE EARNINGS 1996 1995 1994 ------------------------------------------ COMPUTATION OF PRIMARY EARNINGS PER SHARE: Primary Average Common Share Equivalents: Common shares 21,111,892 21,091,029 21,120,023 Stock options 122,471 90,312 83,473 - ----------------------------------------------------------------------------------------------- Total primary average common share equivalents 21,234,363 21,181,341 21,203,496 - ----------------------------------------------------------------------------------------------- Income before Preferred Stock dividends $54,127,000 $49,205,000 $45,065,000 Less stock dividends on Series A Preferred Stock 1,500,000 1,500,000 1,500,000 Less cash dividends on Citizens Holding Company -- - 113,000 Preferred Stock - ----------------------------------------------------------------------------------------------- Net Income $52,627,000 $47,705,000 $43,452,000 - ----------------------------------------------------------------------------------------------- Primary Earnings per Common Share Equivalent: Net Income $ 2.48 $ 2.25 $ 2.05 - ----------------------------------------------------------------------------------------------- COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE: Fully Diluted Average Common Share Equivalents: Common shares 21,111,892 21,091,029 21,120,023 Stock options 280,092 97,005 83,731 Series A preferred stock 2,813,773 2,813,773 2,813,773 - ----------------------------------------------------------------------------------------------- Total fully diluted average common share equivalents 24,205,757 24,001,807 24,017,527 - ----------------------------------------------------------------------------------------------- Income before Preferred Stock dividends $54,127,000 $49,205,000 $45,065,000 Less cash dividends on Citizens Holding Company -- - 113,000 Preferred Stock - ----------------------------------------------------------------------------------------------- Net Income $54,127,000 $49,205,000 $44,952,000 - ----------------------------------------------------------------------------------------------- Fully Diluted Earnings per Common Share Equivalent: Net Income $ 2.24 $ 2.05 $ 1.88 - ----------------------------------------------------------------------------------------------- COMMON STOCK On November 14, 1994, BOK Financial issued 1,380,017 shares of Common Stock to merge with Citizens Holding Company and its subsidiaries, Citizens Bank of Muskogee and Citizens Bank of Northwest Arkansas in a pooling-of-interests transaction. Common shares have been restated to reflect these shares as being outstanding for all periods presented. During 1996, 1995 and 1994, 3% dividends payable in shares of BOK Financial common stock were declared and paid. Common shares have been restated to reflect these shares as being outstanding for all periods. STOCK OPTIONS BOK Financial has various stock option plans whereby each option awarded grants to the employee the right to purchase shares of Common Stock at the price set forth under the respective plan. Options awarded under these plans are subject to vesting requirements. Generally, one-seventh of the options vest annually and expire three years after vesting. Options were awarded under the 1994 Plan in 1994, 1995, and 1996. Canceled options under the 1994 Plan may be reawarded. The common share equivalents of the Stock Option Plans were determined using the treasury stock method, whereby the proceeds from the exercise of the options would be used to purchase Common Stock at the quarterly average market price for primary average common share equivalents, and at the greater of the quarterly average market price or period-end market price for primary average common share equivalents. SERIES A PREFERRED STOCK The preferred stock is convertible, at the option of the holder, into one share Common Stock for each 89 shares of Series A Preferred Stock. BOK Financial may elect to convert all or part of the Series A Preferred Stock into Common Stock if BOK Financial shall fail to meet the published minimum risk-based capital ratios applicable to BOK Financial for a period of eight consecutive calendar quarters. During 1996, 1995 and 1994, 69,672 shares, 69,959 shares, and 65,279 shares of Common Stock were issued, respectively, by mutual agreement with the holders and in lieu of cash, in payment of dividends on the Series A Preferred Stock. Common shares have been restated to reflect these shares as being outstanding for all periods. For the 1996, 1995 and 1994 calculations of primary earnings per share, net income has been reduced by the value of the Common Stock issued in payment of dividends. Prior to its merger with BOK Financial, Citizens Holding Company had nonvoting preferred stock, on which it paid $113 thousand in cash dividends in 1994. These preferred shares were redeemed in full and canceled in conjunction with Citizens' merger with BOK Financial. For the 1994 calculations of primary and fully diluted earnings per share, net income has been reduced by the payment of cash dividends.