EXHIBIT 11
BOK FINANCIAL CORPORATION
STATEMENT REGARDING THE COMPUTATION OF
PER SHARE EARNINGS
1995 1994 1993
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COMPUTATION OF PRIMARY EARNINGS PER
SHARE:
Primary Average Common Share
Equivalents:
Common shares 20,407,568 20,435,204 20,254,849
Stock options 87,682 81,042 93,324
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Total primary average common share
equivalents 20,495,250 20,516,246 20,348,173
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Income before Preferred Stock
dividends and cumulative effect of
change in accounting for income taxes $49,205,000 $45,065,000 $37,902,000
Less stock dividends on Series A
Preferred Stock 1,500,000 1,500,000 1,125,000
Less cash dividends on Citizens
Holding Company Preferred Stock - 113,000 128,000
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Income before cumulative effect of
change in accounting for income taxes 47,705,000 43,452,000 36,649,000
Cumulative effect of change in
accounting for income taxes - - 1,570,000
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Net Income $47,705,000 $43,452,000 $38,219,000
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Primary Earnings per Common Share
Equivalent:
Income before cumulative effect of
change in accounting for income taxes $ 2.33 $ 2.12 $ 1.80
Cumulative effect of change in
accounting for income taxes - - $ .08
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Net Income $ 2.33 $ 2.12 $ 1.88
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COMPUTATION OF FULLY DILUTED EARNINGS
PER SHARE:
Fully Diluted Average Common Share
Equivalents:
Common shares 20,407,568 20,435,204 20,254,849
Stock options 94,180 81,293 134,324
Series A preferred stock 2,731,818 2,731,818 2,731,818
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Total fully diluted average common
share equivalents 23,233,566 23,248,315 23,120,991
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Income before Preferred Stock dividends
and cumulative effect of change in
accounting for income taxes $49,205,000 $45,065,000 $37,902,000
Less cash dividends on Citizens Holding
Company Preferred Stock - 113,000 128,000
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Income before cumulative effect of
change in accounting for income taxes $49,205,000 44,952,000 37,774,000
Cumulative effect of change in
accounting for income taxes - - 1,570,000
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Net Income $49,205,000 $44,952,000 $39,344,000
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Fully Diluted Earnings per Common Share
Equivalent:
Income before cumulative effect of
change in accounting for income taxes $ 2.12 $ 1.93 $ 1.63
Cumulative effect of change in
accounting for income taxes - - $ .07
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Net Income $ 2.12 $ 1.93 $ 1.70
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COMMON STOCK
On May 7, 1993, BOK Financial Corporation ("BOK Financial") issued
1,183,691 shares of the common stock of BOK Financial ("Common Stock") to
acquire Brookside Bancshares, Inc. and its subsidiary Brookside State Bank, in a
pooling-of-interests transaction. Common shares have been restated to reflect
these shares as being outstanding for all periods presented.
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 1995, 1994 and 1993, 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 and 1995, and an aggregate of 312,516 options may be awarded
under the 1994 Plan in 1996. Cancelled 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 92 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 1995, 1994 and 1993, 69,959 shares, 65,279 shares and
52,422 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 1995, 1994 and 1993 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 and $128 thousand in
cash dividends in 1994 and 1993, respectively. These preferred shares were
redeemed in full and cancelled in conjunction with Citizens' merger with BOK
Financial. For the 1994 and 1993 calculations of primary and fully diluted
earnings per share, net income has been reduced by the payment of cash
dividends.