BOK FINANCIAL CORP ET AL (Form: 8-K, Received: 10/30/2013 11:33:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 30, 2013

Commission File No. 0-19341

BOK FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



Oklahoma		73-1373454
(State or other jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma		74192
(Address of Principal Executive Offices)		(Zip Code)

(918) 588-6000

(Registrant’s telephone number, including area code)

N/A

___________________________________________

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 2.02. Results of Operations and Financial Condition.

On October 30, 2013 , BOK Financial Corporation (“BOK Financial”) issued a press release announcing its financial results for the three and nine months ended September 30, 2013 (“Press Release”). The full text of the Press Release is attached as Exhibit 99(a) to this report and is incorporated herein by reference. On October 30, 2013 , in connection with issuance of the Press Release, BOK Financial released financial information related to the three and nine months ended September 30, 2013 (“Financial Information”), which includes certain historical financial information relating to BOK Financial. The Financial Information is attached as Exhibit 99(b) to this report and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.


(a)	Exhibits


99	Text of Press Release, dated October 30, 2013 titled “BOK Financial Reports Quarterly Earnings of $76 Million -- Board of Directors Approves 2 Cent Increase in Quarterly Dividend” and Financial Information for the Three and Nine Months Ended September 30, 2013

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOK FINANCIAL CORPORATION

By: /s/ Steven E. Nell

Steven E. Nell

Executive Vice President

Chief Financial Officer

Date: October 30, 2013

Exhibit 99 (a)

NASD: BOKF

For Further Information Contact:

Joseph Crivelli Andrea Myers

Investor Relations Corporate Communications

(918) 595-3027 (918) 594-7794

BOK Financial Reports Quarterly Earnings of $76 Million

Board of Directors Approves 2 Cent Increase in Quarterly Dividend

TULSA, Okla. (Wednesday, October 30, 2013 ) - BOK Financial Corporation reported net income of $75.7 million or $1.10 per diluted share for the third quarter of 2013 . Net income was $79.9 million or $1.16 per diluted share for the second quarter of 2013 and $87.4 million or $1.27 per diluted share for the third quarter of 2012 .

Net income for the nine months ended September 30, 2013 totaled $243.6 million or $3.54 per diluted share compared to $268.6 million or $3.92 per diluted share for the nine months ended September 30, 2012 .

"This quarter proved to be challenging as uncertainty over government policies continued to drive higher long-term interest rates. Our mortgage banking revenue declined 36% due to a combination of narrowed gain on sale margins and lower production volumes," said President and Chief Executive Officer Stan Lybarger. "BOK Financial remains committed to driving long-term growth in non-interest income. We recently announced the acquisition of GTRUST Financial Corporation, a Topeka, Kansas-based independent trust and asset management company which will increase assets under management and provide new wealth management capability that can be leveraged across our entire geographic footprint."

Mr. Lybarger continued, "Credit quality remains solid, which required an $8.5 million reduction in our combined allowance for credit losses. BOK Financial remains extremely well capitalized. Our Tier 1 common equity ratio stands at 13.33%. Recognizing our strong capital position, the Company's board of directors approved an increase in the quarterly dividend to 40 cents per share."

Highlights of third quarter of 2013 included:


•	Net interest revenue totaled $166.4 million for the third quarter of 2013 compared to $167.2 million for the second quarter of 2013 . Net interest margin was 2.80% for the third quarter of 2013 and 2.81% for the second quarter of 2013 .


•	Fees and commissions revenue totaled $146.8 million , a decrease of $14.1 million compared to the second quarter of 2013 . Mortgage banking revenue decreased $13.1 million as gain on sale

margins compressed and production activity slowed. Mortgage loans funded for sale were down 10% and mortgage commitments decrease d 36% .


•	Operating expenses, excluding changes in the fair value of mortgage servicing rights, totaled $210.3 million , largely unchanged compared to the previous quarter. Personnel expense decrease d $2.3 million . Non-personnel expense increase d $1.7 million .


•	An $8.5 million negative provision for credit losses was recorded in the third quarter of 2013 and no provision for credit losses was recorded in the second quarter. Net charge-offs in the third quarter of 2013 totaled $299 thousand or 0.01% of average loans on an annualized basis compared to $2.3 million or 0.08% of average loans on an annualized basis in the second quarter.

•

The combined allowance for credit losses totaled $196 million or 1.59% of outstanding loans at September 30, 2013 compared to $205 million or 1.65% of outstanding loans at June 30, 2013 . Nonperforming assets that are not guaranteed by U.S. government agencies totaled $183 million or 1.49% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at September 30, 2013 and $200 million or 1.62% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at June 30, 2013 .

•

Average loans increased $125 million over the previous quarter due primarily to growth in commercial real estate loans. Average commercial loans were unchanged. Period-end outstanding loan balances were $12.4 billion at September 30, 2013 , a decrease of $91 million compared to June 30, 2013 . Commercial loan balances decrease d $137 million during the third quarter, partially offset by a $32 million increase in commercial real estate loans.

•

Average deposits decreased $80 million compared to the previous quarter, principally due to a decline in time deposits. Growth in demand deposits was offset by lower interest-bearing transaction accounts. Period end deposits totaled $19.5 billion at September 30, 2013 largely unchanged compared to June 30, 2013 . Demand deposit account balances increase d $187 million during the third quarter, offset by a $147 million decrease in interest-bearing transaction accounts and a $48 million decrease in time deposits.

•

Tangible common equity ratio was 9.73% at September 30, 2013 and 9.38% at June 30, 2013 . The tangible common equity ratio is a non-GAAP measure of capital strength used by the Company and investors based on shareholders' equity minus intangible assets and equity that does not benefit common shareholders. The Company and its subsidiary bank continue to exceed the regulatory definition of well capitalized. The Company's Tier 1 capital ratios, as defined by banking regulations, were 13.51% at September 30, 2013 and 13.37% at June 30, 2013 .


•	The Company paid a regular quarterly cash dividend of $26 million or $0.38 per common share during the third quarter of 2013 . On October 29, 2013 , the board of directors approved an increase in the quarterly cash dividend to $0.40 per common share payable on or about November 29, 2013 to shareholders of record as of November 16, 2013 .

Net Interest Revenue

Net interest revenue decrease d $805 thousand compared to the second quarter of 2013 . Net interest margin was 2.80% for the third quarter of 2013 compared to 2.81% for the second quarter of 2013 .

The yield on average earning assets was 3.09% , a decrease of 2 basis points compared to the prior quarter. The yield on the available for sale securities portfolio decrease d 1 basis point to 1.92% . The impact of cash flows being reinvested at lower current market rates was offset by slower prepayment speeds. Cash flows received from payments on residential mortgage-backed securities are currently being reinvested in short-duration securities that yield nearly 1.75%. The loan portfolio yield decreased to 4.06% from 4.12% in the previous quarter primarily due to continued market pricing pressure. Funding costs decreased 1 basis point to 0.42% primarily due to decreased rates paid on interest-bearing deposits.

Average earning assets decreased $500 million during the third quarter of 2013 primarily due to a $502 million decrease in the available for sale securities portfolio. Average loans balances were up $125 million over the previous quarter. Average deposits decreased $80 million and the average balance of borrowed funds decreased $30 million compared to the second quarter of 2013 .

Fees and Commissions Revenue

Fees and commissions revenue totaled $146.8 million for the third quarter of 2013 , a decrease of $14.1 million compared to the second quarter of 2013 . Mortgage banking revenue decreased $13.1 million .

Mortgage banking revenue totaled $23.5 million for the third quarter of 2013 compared to $36.6 million for the second quarter of 2013 . Mortgage interest rates began to trend higher in the second quarter resulting in a decrease in mortgage loans funded and commitments to originate mortgages in the third quarter. Residential mortgage loans funded for sale totaled $1.1 billion , a decrease of $116 million compared to the previous quarter. Outstanding commitments to originate mortgage loans also decrease d to $351 million at September 30 from $548 million at June 30 . Higher mortgage interest rates resulted in a narrowing of gain on sale margins. Gain on sale margins also tightened as our product mix shifted to loans with narrower margins. Approximately 39% of loans originated in the third quarter were through correspondent channels, up from 26% in the previous quarter. Refinanced mortgage loans decreased to 30% of loans originated for sale in the third quarter of 2013 from 48% in the second quarter of 2013 .

“Despite the cyclical downturn in the mortgage business during the quarter, we believe this business drives significant long-term shareholder value and we continue to invest in growth opportunities,” stated Steve Bradshaw, Senior Executive Vice President. “Accordingly, earlier this month we launched HomeDirect Mortgage to reach consumers all across the country through online loan aggregators and we continue to expand partnerships with loan originators, especially those who have strong ties to local real estate markets and can drive purchase volume. During the quarter, we also adjusted expense levels in the mortgage business in light of the reduced origination volume.”

All other fee revenue sources were largely unchanged compared to the previous quarter. Trust fees and commissions were down $911 thousand primarily due to the seasonal timing of tax service fees. Brokerage and trading revenue decreased $536 thousand . Decreased customer hedging revenue from a decrease in the volume of interest rate contracts sold to our mortgage banking customers was partially offset by increased securities trading and brokerage revenue. Deposit service charges and fees increase d $780 thousand due primarily to increased overdraft fee volumes.

Operating Expenses

Total operating expenses were $210.6 million for the third quarter of 2013 compared to $196.6 million for the second quarter of 2013 . Excluding changes in the fair value of mortgage servicing rights, operating expenses totaled $210.3 million , largely unchanged compared to the second quarter of 2013 .

Personnel costs decrease d $2.3 million from the second quarter of 2013 primarily due to a seasonal decrease in payroll taxes. Incentive compensation expense decreased $844 thousand . Cash-based incentive compensation decreased $2.8 million . Stock-based incentive compensation expense increased $2.0 million primarily due to executive compensation plans which are based on performance of Company stock and other investments.

Non-personnel expense increase d $1.7 million over the second quarter of 2013 . During the third quarter, the Company made a $2.1 million discretionary contribution of appreciated stock to the BOKF Foundation. The BOKF Foundation partners with various charitable organizations to support needs within our communities. This contribution also resulted in a $1.1 million reduction in income tax expense for the third quarter. Net losses and operating expenses of repossessed assets increase d $1.7 million primarily due to increased impairment charges as a result of regularly scheduled appraisal updates. Professional fees and services expense was down $1.2 million and data processing and communications expense decrease d $1.0 million over the prior quarter.

Loans, Deposits and Capital

Loans

Outstanding loans were $12.4 billion at September 30, 2013 , a decrease of $91 million compared to the prior quarter. Growth in commercial real estate and consumer loan balances was offset by a decrease in outstanding commercial loan balances.

Outstanding commercial loan balances decrease d $137 million from June 30, 2013 . The healthcare sector was the strongest performing component of our commercial loan portfolio, growing $41 million over June 30, 2013 . This growth was offset by decreases of $73 million in energy sector loans, $56 million in service sector loans, $30 million in integrated food service sectors loans and $30 million in other commercial and industrial sector loans. Commercial loans attributed to the New Mexico market were up $30 million and commercial loans attributed to the Arizona market were up $24 million over June 30, 2013 . Commercial loans also grew in the Kansas/Missouri, Arkansas and Texas markets. This loan growth was offset by a $191 million decrease in loans attributed to the Oklahoma market and a $38 million decrease in loans attributed to the Colorado market. Unfunded energy loan commitments grew by $124 million in the third quarter to $2.6 billion . All other unfunded commercial loan commitments totaled $3.5 billion at September 30, 2013 , up $110 million over June 30, 2013 .

“Average loan balances grew at a four percent annualized rate in the third quarter, driven by strength in commercial real estate and consumer loans,” stated Dan Ellinor, Senior Executive Vice President. “Commercial loan balances were flat compared to the second quarter, as several large borrowers freed up cash and paid down bank debt as a result of asset sales and capital markets activity. Our healthcare lending business, which is focused on skilled nursing facilities and acute care hospitals, was a bright spot, with annualized loan growth in the low-double-digits during the quarter.”

“While pipelines are strong in the fourth quarter, our borrowers remain cautious due to economic uncertainty,” added Ellinor. “Accordingly, we believe loan growth will remain in the mid single digits in the near term.”

Commercial real estate loans grew by $32 million over June 30, 2013 . Other real estate loans increase d $64 million primarily in the New Mexico and Texas markets. Loans secured by multifamily residential properties were up $20 million , primarily attributed to growth in the Texas market, partially offset by loans in the Arizona market. Loans secured by office buildings decrease d $38 million due a decrease in loan balances attributed to the New Mexico market. Unfunded commercial real estate loan commitments totaled $547 million at September 30, 2013 , a decrease of $58 million from June 30, 2013 .

Residential mortgage loans decrease d $5.0 million from June 30, 2013 , due primarily to a decrease in permanent mortgage loans, partially offset by growth in permanent mortgage balances guaranteed by U.S. government agencies and first lien, fully amortizing home equity loans. Consumer loans were up $19 million . Strong growth in other consumer loans, primarily in the Texas market, was partially offset by continued runoff of the indirect automobile loan portfolio.

Deposits

Deposits totaled $19.5 billion at September 30, 2013 , unchanged compared to June 30, 2013 . Demand deposit balances grew by $187 million . Interest-bearing transaction account balances decrease d $147 million and time deposits decrease d $48 million . Among the lines of business, commercial deposits increase d $15 million , consumer deposits decrease d $57 million and wealth management deposits decrease d $64 million . Growth in commercial and industrial, small business and commercial real estate account balances were offset by a decrease in balances attributed to energy and treasury services customers during the third quarter.

Capital

The Company and its subsidiary bank exceeded the regulatory definition of well capitalized at September 30, 2013 . The Company's Tier 1 capital ratio was 13.51% at September 30, 2013 and 13.37% at June 30, 2013 . The total capital ratio was 15.35% at September 30, 2013 and 15.28% at June 30, 2013 . In addition, the Company's tangible common equity ratio, a non-GAAP measure, was 9.73% at September 30, 2013 and 9.38% at June 30, 2013 .

In July 2013, banking regulators issued the final rule revising regulatory capital rules for substantially all U.S. banking organizations. The new capital rule will be effective for BOK Financial on January 1, 2015. The new capital rule establishes a 7% threshold for the Tier 1 common equity ratio consisting of a minimum level plus a capital conservation buffer. The Company expects to exclude unrealized gains and losses from available for sale securities from its calculation of Tier 1 capital, consistent with the treatment under current capital rules. BOK Financial's Tier 1 common equity ratio based on the existing Basel I standards was 13.33% as of September 30, 2013 . Based on our interpretation of the new capital rule, our estimated Tier 1 common equity ratio would be approximately 12.35%, nearly 535 basis points above the 7% regulatory threshold.

Credit Quality

Nonperforming assets totaled $271 million or 2.18% of outstanding loans and repossessed assets at September 30, 2013 compared to $281 million or 2.24% of outstanding loans and repossessed assets at June 30, 2013 . Nonperforming assets that are not guaranteed by U.S. government agencies totaled $183 million or 1.49% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at September 30, 2013 and $200 million or 1.62% at June 30, 2013 , a decrease of $17 million .

Nonaccruing loans totaled $113 million or 0.91% of outstanding loans at September 30, 2013 compared to $122 million or 0.98% of outstanding loans at June 30, 2013 . New nonaccruing loans identified in the third quarter totaled $24 million , offset by $20 million in foreclosures and repossessions, $9.3 million in payments received and $4.7 million in charge-offs .

Nonaccruing commercial loans were $20 million or 0.26% of outstanding commercial loans at September 30, 2013 compared to $21 million or 0.27% of outstanding commercial loans at June 30, 2013 .

Nonaccruing commercial real estate loans decrease d to $53 million or 2.23% of outstanding commercial real estate loans at September 30, 2013 from $59 million or 2.53% of outstanding commercial real estate loans at June 30, 2013 . Nonaccruing commercial real estate loans consist primarily of land development and residential construction loans. Nonaccruing land development and residential construction loans totaled $21 million at September 30, 2013 , a decrease of $351 thousand during the third quarter.

Nonaccruing residential mortgage loans totaled $39 million or 1.93% of outstanding residential mortgage loans, a decrease of $1.3 million from June 30, 2013 . Principally all non-guaranteed residential mortgage loans past due 90 days or more are nonaccruing. Residential mortgage loans past due 30 to 89 days and still accruing interest, excluding loans guaranteed by U.S. government agencies, totaled $8.6 million at September 30, 2013 and $11.1 million at June 30, 2013 .

After evaluating all credit factors, the Company determined that an $8.5 million negative provision for credit losses was necessary during the third quarter of 2013 primarily due to declining gross loss rates. The combined allowance for credit losses totaled $196 million or 1.59% of outstanding loans and 173.54% of nonaccruing loans at September 30, 2013 . The allowance for loan losses was $194 million and the accrual for off-balance sheet credit losses was $1.6 million . Gross charge-offs totaled $4.7 million for the third quarter, compared to $8.6 million for the previous quarter. Recoveries totaled $4.4 million for the third quarter of 2013 . Net charge-offs were $299 thousand or 0.01% of average loans on an annualized basis for the third quarter of 2013 compared with net charge-offs of $2.3 million or 0.08% of average loans on an annualized basis for the second quarter of 2013 .

Real estate and other repossessed assets totaled $108 million at September 30, 2013 , primarily consisting of $56 million of 1-4 family residential properties (including $38 million guaranteed by U.S. government agencies), $24 million of developed commercial real estate properties, $17 million of undeveloped land and $8.8 million of residential land and land development properties. The distribution of real estate owned and other repossessed assets among various markets included $32 million attributed to New Mexico, $20 million attributed to Arizona, $18 million attributed to Oklahoma and $10 million attributed to Colorado. Real estate and other repossessed assets decrease d $2.0 million during the third quarter of 2013 . Additions of $20 million were offset by $22 million of sales. Additions included $15 million and sales included $9.1 million of 1-4 family residential properties guaranteed by U.S. government agencies. Net gains on sales and write-downs of real estate and other repossessed assets totaled $438 thousand in the third quarter of 2013 compared to $1.1 million in the second quarter.

Securities and Derivatives

The fair value of the available for sale securities portfolio totaled $10.4 billion at September 30, 2013 and $10.7 billion at June 30, 2013 . At September 30, 2013 , the available for sale portfolio consisted primarily of $8.0 billion of residential mortgage-backed securities fully backed by U.S. government agencies and $1.9 billion of commercial mortgage-backed securities fully backed by U.S. government agencies. Net unamortized premiums are less than 1% of the securities portfolio amortized cost.

Net unrealized gains on available for sale securities totaled $7.4 million at September 30, 2013 and $42 million at June 30, 2013 . Substantially all of the decrease in net unrealized gains resulted from rising interest rates. Net unrealized gains on residential mortgage-backed securities issued by U.S. government agencies decrease d $32 million during the third quarter to $38 million at September 30, 2013 . Commercial mortgage-backed securities had a net unrealized loss of $40 million at September 30, 2013 , largely unchanged compared to June 30, 2013 .

In the third quarter of 2013 , the Company recognized net gains of $478 thousand from sales of $356 million of available for sale securities. Securities were sold either because they had reached their expected maximum potential return or sold to reinvest those proceeds into shorter average life securities. Net gains from sales of $1.1 billion of available for sale securities in the second quarter of 2013 totaled $3.8 million .

The Company also maintains a portfolio of residential mortgage-backed securities issued by U.S. government agencies and interest rate derivative contracts designated as an economic hedge of the changes in the fair value of our mortgage servicing rights. Due to fluctuations in residential mortgage interest rates during the third quarter of 2013 , the value of our mortgage servicing rights decreased by $346 thousand . The value of securities and interest rate derivative contracts held as an economic hedge also decreased by $58 thousand .

About BOK Financial Corporation

BOK Financial is a $27 billion regional financial services company based in Tulsa, Oklahoma. The Company's stock is publicly traded on NASDAQ under the Global Select market listings (symbol: BOKF). BOK Financial's holdings include BOKF, NA, BOSC, Inc., The Milestone Group, Inc. and Cavanal Hill Investment Management, Inc. BOKF, NA operates the TransFund electronic funds network and seven banking divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Kansas City, Bank of Oklahoma, Bank of Texas and Colorado State Bank and Trust. Through its subsidiaries, the Company provides commercial and consumer banking, investment and trust services, mortgage origination and servicing, and an electronic funds transfer network. For more information, visit www.bokf.com .

The Company will continue to evaluate critical assumptions and estimates, such as the appropriateness of the allowance for credit losses and asset impairment as of September 30, 2013 through the date its financial statements are filed with the Securities and Exchange Commission and will adjust amounts reported if necessary.

This news release 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 generally. 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 allowance for credit losses involve judgments as to future 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 which BOK Financial has not independently verified. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions which 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 expected, 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 consumer 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.

BALANCE SHEETS -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands)

	September 30, 2013			June 30, 2013			September 30, 2012
ASSETS
Cash and due from banks	$	1,133,771		$	1,026,497		$	596,590
Funds sold and resell agreements	27,214			51,888			18,904
Trading securities	150,887			190,591			204,242
Investment securities	644,225			615,790			432,114
Available for sale securities	10,372,903			10,698,074			11,506,434
Fair value option securities	167,860			205,756			331,887
Residential mortgage loans held for sale	230,511			301,057			325,102
Loans:
Commercial	7,571,075			7,708,120			7,266,907
Commercial real estate	2,349,229			2,317,096			2,177,272
Residential mortgage	2,034,765			2,039,785			2,016,303
Consumer	395,031			375,781			371,885
Total loans	12,350,100			12,440,782			11,832,367
Allowance for loan losses	(194,325		)	(203,124		)	(233,756		)
Loans, net of allowance	12,155,775			12,237,658			11,598,611
Premises and equipment, net	275,347			271,191			259,195
Receivables	108,435			136,605			116,243
Goodwill	359,759			359,759			358,962
Intangible assets, net	25,407			26,242			33,196
Mortgage servicing rights, net	140,863			132,889			89,653
Real estate and other repossessed assets, net	108,122			110,112			104,128
Bankers' acceptances	748			198			1,605
Derivative contracts	377,325			546,206			435,653
Cash surrender value of bank-owned life insurance	282,490			280,047			271,830
Receivable on unsettled securities sales	93,020			182,147			32,480
Other assets	511,705			435,493			400,812
TOTAL ASSETS	$	27,166,367		$	27,808,200		$	27,117,641



LIABILITIES AND EQUITY
Deposits:
Demand	$	7,331,976		$	7,145,323	$	6,848,401
Interest-bearing transaction	9,119,810			9,266,560		9,002,567
Savings	319,849			316,375		269,573
Time	2,720,020			2,767,972		3,022,326
Total deposits	19,491,655			19,496,230		19,142,867
Funds purchased	992,345			747,165		1,680,626
Repurchase agreements	782,418			845,106		1,109,696
Other borrowings	1,837,181			2,481,644		639,254
Subordinated debentures	347,758			347,716		347,592
Accrued interest, taxes, and expense	182,076			175,677		182,410
Bankers' acceptances	748			198		1,605
Due on unsettled securities purchases	114,259			49,369		556,998
Derivative contracts	232,544			521,991		254,422
Other liabilities	158,409			150,222		189,696
TOTAL LIABILITIES	24,139,393			24,815,318		24,105,166
Shareholders' equity:
Capital, surplus and retained earnings	2,993,870			2,938,623		2,813,264
Accumulated other comprehensive income (loss)	(2,626		)	19,014		162,393
TOTAL SHAREHOLDERS' EQUITY	2,991,244			2,957,637		2,975,657
Non-controlling interest	35,730			35,245		36,818
TOTAL EQUITY	3,026,974			2,992,882		3,012,475
TOTAL LIABILITIES AND EQUITY	$	27,166,367		$	27,808,200	$	27,117,641

AVERAGE BALANCE SHEETS -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands)

	Three Months Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
ASSETS
Funds sold and resell agreements	$	44,578		$	42,604		$	25,418		$	19,553		$	17,837
Trading securities	124,689			181,866			162,353			165,109			132,213
Investment securities	621,104			610,940			534,772			474,085			408,646
Available for sale securities	10,558,677			11,060,700			11,292,181			11,482,212			11,058,055
Fair value option securities	169,299			216,312			251,725			292,490			336,160
Residential mortgage loans held for sale	225,789			261,977			216,816			272,581			264,024
Loans:
Commercial	7,602,950			7,606,918			7,498,905			7,441,957			7,209,972
Commercial real estate	2,359,120			2,286,674			2,309,988			2,170,676			2,160,213
Residential mortgage	2,043,332			2,013,004			2,034,315			1,991,530			2,000,506
Consumer	396,694			370,847			381,752			385,156			368,971
Total loans	12,402,096			12,277,444			12,224,960			11,989,319			11,739,662
Allowance for loan losses	(201,616		)	(206,807		)	(214,017		)	(229,095		)	(231,177		)
Total loans, net	12,200,480			12,070,637			12,010,943			11,760,224			11,508,485
Total earning assets	23,944,616			24,445,036			24,494,208			24,466,254			23,725,420
Cash and due from banks	996,345			912,178			828,126			849,614			746,364
Derivative contracts	377,664			401,485			286,772			316,579			291,965
Cash surrender value of bank-owned life insurance	280,909			278,501			275,705			272,778			270,084
Receivable on unsettled securities sales	90,014			135,964			178,561			144,077			99,355
Other assets	1,565,184			1,486,160			1,450,059			1,447,474			1,454,984
TOTAL ASSETS	$	27,254,732		$	27,659,324		$	27,513,431		$	27,496,776		$	26,588,172

LIABILITIES AND EQUITY
Deposits:
Demand	$	7,110,079		$	6,888,983		$	7,002,046		$	7,505,074		$	6,718,572
Interest-bearing transaction	9,276,136			9,504,128			9,836,204			9,343,421			8,719,648
Savings	317,912			315,421			296,319			278,714			267,498
Time	2,742,970			2,818,533			2,913,999			3,010,367			3,068,870
Total deposits	19,447,097			19,527,065			20,048,568			20,137,576			18,774,588
Funds purchased	776,356			789,302			1,155,983			1,295,442			1,678,006
Repurchase agreements	799,175			819,373			878,679			900,131			1,112,847
Other borrowings	2,175,747			2,172,417			863,360			364,425			97,003
Subordinated debentures	347,737			347,695			347,654			347,613			352,432
Derivative contracts	330,819			334,877			220,037			246,296			247,148
Due on unsettled securities purchases	111,998			330,926			665,175			854,474			1,054,239
Other liabilities	300,880			310,015			336,136			379,332			324,717
TOTAL LIABILITIES	24,289,809			24,631,670			24,515,592			24,525,289			23,640,980
Total equity	2,964,923			3,027,654			2,997,839			2,971,487			2,947,192
TOTAL LIABILITIES AND EQUITY	$	27,254,732		$	27,659,324		$	27,513,431		$	27,496,776		$	26,588,172

STATEMENTS OF EARNINGS -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Interest revenue	$	183,890		$	196,071		$	557,930		$	597,334
Interest expense	17,539			20,044			54,018			66,377
Net interest revenue	166,351			176,027			503,912			530,957
Provision for credit losses	(8,500		)	—			(16,500		)	(8,000		)
Net interest revenue after provision for credit losses	174,851			176,027			520,412			538,957
Other operating revenue:
Brokerage and trading revenue	32,338			31,261			96,963			94,972
Transaction card revenue	30,055			27,788			87,689			79,976
Trust fees and commissions	23,892			19,654			71,008			58,023
Deposit service charges and fees	24,742			25,148			71,670			74,743
Mortgage banking revenue	23,486			50,266			100,058			122,892
Bank-owned life insurance	2,408			2,707			7,870			8,416
Other revenue	9,852			9,149			30,535			27,273
Total fees and commissions	146,773			165,973			465,793			466,295
Gain (loss) on other assets, net	(377		)	452			(1,576		)	(1,552		)
Gain (loss) on derivatives, net	31			464			(3,437		)	336
Gain (loss) on fair value option securities, net	(80		)	6,192			(12,407		)	11,311
Gain on available for sale securities, net	478			7,967			9,086			32,779
Total other-than-temporary impairment losses	(1,436		)	—			(2,574		)	(640		)
Portion of loss recognized in (reclassified from) other comprehensive income	(73		)	(1,104		)	266			(5,044		)
Net impairment losses recognized in earnings	(1,509		)	(1,104		)	(2,308		)	(5,684		)
Total other operating revenue	145,316			179,944			455,151			503,485
Other operating expense:
Personnel	125,799			122,775			379,563			359,841
Business promotion	5,355			6,054			16,578			17,188
Contribution to BOKF Charitable Foundation	2,062			—			2,062			—
Professional fees and services	7,183			7,991			22,549			23,933
Net occupancy and equipment	17,280			16,914			50,670			49,843
Insurance	3,939			3,690			11,728			11,567
Data processing and communications	25,695			26,486			77,879			73,894
Printing, postage and supplies	3,505			3,611			10,759			10,825
Net losses and operating expenses of repossessed assets	2,014			5,706			3,542			13,863
Amortization of intangible assets	835			742			2,586			1,862
Mortgage banking costs	8,753			13,036			24,017			33,792
Change in fair value of mortgage servicing rights	346			9,576			(16,627		)	13,899
Other expense	7,878			5,759			23,268			16,980
Total other operating expense	210,644			222,340			608,574			627,487

Net income before taxes	109,523			133,631			366,989			414,955
Federal and state income taxes	33,461			45,778			121,980			144,447

Net income	76,062			87,853			245,009			270,508
Net income attributable to non-controlling interest	324			471			1,376			1,882
Net income attributable to BOK Financial Corporation shareholders	$	75,738		$	87,382		$	243,633		$	268,626

Average shares outstanding:
Basic	68,049,179			67,966,700			67,953,253			67,704,343
Diluted	68,272,861			68,334,989			68,175,915			67,981,558

Net income per share:
Basic	$	1.10		$	1.28		$	3.55		$	3.94
Diluted	$	1.10		$	1.27		$	3.54		$	3.92

FINANCIAL HIGHLIGHTS -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands, except ratio and share data)

	Three Months Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Capital:
Period-end shareholders' equity	$	2,991,244		$	2,957,637		$	3,011,958		$	2,957,860		$	2,975,657
Risk weighted assets	$	19,366,620		$	19,157,978		$	18,756,648		$	19,016,673		$	18,448,854
Risk-based capital ratios:
Tier 1	13.51		%	13.37		%	13.35		%	12.78		%	13.21		%
Total capital	15.35		%	15.28		%	15.68		%	15.13		%	15.71		%
Leverage ratio	9.80		%	9.43		%	9.28		%	9.01		%	9.34		%
Tangible common equity ratio ¹	9.73		%	9.38		%	9.70		%	9.25		%	9.67		%
Tier 1 common equity ratio ²	13.33		%	13.19		%	13.16		%	12.59		%	13.01		%

Common stock:
Book value per share	$	43.49		$	43.03		$	43.85		$	43.29		$	43.62
Market value per share:
High	$	69.36		$	65.95		$	62.77		$	59.77		$	59.47
Low	$	62.93		$	60.52		$	55.05		$	54.19		$	55.63
Cash dividends paid	$	26,135		$	26,118		$	26,067		$	94,231		$	25,912
Dividend payout ratio	34.51		%	32.68		%	29.63		%	114.13		%	29.65		%
Shares outstanding, net	68,787,584			68,739,208			68,687,718			68,327,351			68,215,354
Stock buy-back program:
Shares repurchased	—			—			—			—			—
Amount	$	—		$	—		$	—		$	—		$	—
Average price per share	$	—		$	—		$	—		$	—		$	—

Performance ratios (quarter annualized):
Return on average assets	1.10		%	1.16		%	1.30		%	1.19		%	1.31		%
Return on average equity	10.13		%	10.59		%	11.90		%	11.05		%	11.80		%
Net interest margin	2.80		%	2.81		%	2.92		%	2.95		%	3.12		%
Efficiency ratio	66.03		%	63.11		%	61.04		%	66.00		%	61.18		%

Reconciliation of non-GAAP measures:
¹ Tangible common equity ratio:
Total shareholders' equity	$	2,991,244		$	2,957,637		$	3,011,958		$	2,957,860		$	2,975,657
Less: Goodwill and intangible assets, net	(385,166		)	(386,001		)	(386,876		)	(390,171		)	(392,158		)
Tangible common equity	$	2,606,078		$	2,571,636		$	2,625,082		$	2,567,689		$	2,583,499

Total assets	$	27,166,367		$	27,808,200		$	27,447,158		$	28,148,631		$	27,117,641
Less: Goodwill and intangible assets, net	(385,166		)	(386,001		)	(386,876		)	(390,171		)	(392,158		)
Tangible assets	$	26,781,201		$	27,422,199		$	27,060,282		$	27,758,460		$	26,725,483

Tangible common equity ratio	9.73		%	9.38		%	9.70		%	9.25		%	9.67		%

² Tier 1 common equity ratio:
Tier 1 capital	$	2,616,610		$	2,561,399		$	2,503,892		$	2,430,671		$	2,436,791
Less: Non-controlling interest	(35,730		)	(35,245		)	(35,934		)	(35,821		)	(36,818		)
Tier 1 common equity	$	2,580,880		$	2,526,154		$	2,467,958		$	2,394,850		$	2,399,973

Risk weighted assets	$	19,361,429		$	19,157,978		$	18,756,648		$	19,016,673		$	18,448,854

Tier 1 common equity ratio	13.33		%	13.19		%	13.16		%	12.59		%	13.01		%

FINANCIAL HIGHLIGHTS -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands, except ratio and share data)

	Three Months Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Other data:
Fiduciary assets	$	29,593,140		$	28,280,214		$	27,606,180		$	25,829,038		$	25,208,276
Mortgage servicing portfolio	$	13,298,479		$	12,741,651		$	12,272,691		$	11,981,624		$	11,756,350
Mortgage commitments	$	351,196		$	547,508		$	466,571		$	356,634		$	452,129
Mortgage loans funded for sale	$	1,080,167		$	1,196,038		$	956,315		$	1,073,541		$	1,046,608
Mortgage loan refinances to total fundings	30		%	48		%	62		%	62		%	61		%
Tax equivalent adjustment	$	2,565		$	2,647		$	2,619		$	2,472		$	2,509
Net unrealized gain on available for sale securities	$	7,425		$	42,233		$	228,620		$	254,587		$	281,455

Gain (loss) on mortgage servicing rights, net of economic hedge:
Gain (loss) on mortgage hedge derivative contracts	$	31		$	(2,526	)	$	(1,654	)	$	(707	)	$	645
Gain (loss) on fair value option securities	(89		)	(9,102		)	(3,232		)	(2,177		)	5,455
Gain (loss) on economic hedge of mortgage servicing rights	(58		)	(11,628		)	(4,886		)	(2,884		)	6,100
Gain (loss) on changes in fair value of mortgage servicing rights	(346		)	14,315			2,658			4,689			(9,576		)
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges	$	(404	)	$	2,687		$	(2,228	)	$	1,805		$	(3,476	)

Net interest revenue on fair value option securities	$	741		$	910		$	828		$	748		$	1,750

QUARTERLY EARNINGS TREND -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands, except ratio and per share data)

	Three Months Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Interest revenue	$	183,890		$	185,041		$	188,999		$	194,314		$	196,071
Interest expense	17,539			17,885			18,594			20,945			20,044
Net interest revenue	166,351			167,156			170,405			173,369			176,027
Provision for credit losses	(8,500		)	—			(8,000		)	(14,000		)	—
Net interest revenue after provision for credit losses	174,851			167,156			178,405			187,369			176,027
Other operating revenue:
Brokerage and trading revenue	32,338			32,874			31,751			31,958			31,261
Transaction card revenue	30,055			29,942			27,692			28,009			27,788
Trust fees and commissions	23,892			24,803			22,313			22,030			19,654
Deposit service charges and fees	24,742			23,962			22,966			24,174			25,148
Mortgage banking revenue	23,486			36,596			39,976			46,410			50,266
Bank-owned life insurance	2,408			2,236			3,226			2,673			2,707
Other revenue	9,852			10,496			10,187			10,554			9,149
Total fees and commissions	146,773			160,909			158,111			165,808			165,973
Gain (loss) on other assets, net	(377		)	(1,666		)	467			137			452
Gain (loss) on derivatives, net	31			(2,527		)	(941		)	(637		)	464
Gain (loss) on fair value option securities, net	(80		)	(9,156		)	(3,171		)	(2,081		)	6,192
Gain on available for sale securities, net	478			3,753			4,855			1,066			7,967
Total other-than-temporary impairment losses	(1,436		)	(1,138		)	—			(504		)	—
Portion of loss recognized in (reclassified from) other comprehensive income	(73		)	586			(247		)	(1,163		)	(1,104		)
Net impairment losses recognized in earnings	(1,509		)	(552		)	(247		)	(1,667		)	(1,104		)
Total other operating revenue	145,316			150,761			159,074			162,626			179,944
Other operating expense:
Personnel	125,799			128,110			125,654			131,192			122,775
Business promotion	5,355			5,770			5,453			6,150			6,054
Contribution to BOKF Charitable Foundation	2,062			—			—			2,062			—
Professional fees and services	7,183			8,381			6,985			10,082			7,991
Net occupancy and equipment	17,280			16,909			16,481			16,883			16,914
Insurance	3,939			4,044			3,745			3,789			3,690
Data processing and communications	25,695			26,734			25,450			25,010			26,486
Printing, postage and supplies	3,505			3,580			3,674			3,403			3,611
Net losses and operating expenses of repossessed assets	2,014			282			1,246			6,665			5,706
Amortization of intangible assets	835			875			876			1,065			742
Mortgage banking costs	8,753			7,910			7,354			10,542			13,036
Change in fair value of mortgage servicing rights	346			(14,315		)	(2,658		)	(4,689		)	9,576
Other expense	7,878			8,326			7,064			9,931			5,759
Total other operating expense	210,644			196,606			201,324			222,085			222,340
Net income before taxes	109,523			121,311			136,155			127,910			133,631
Federal and state income taxes	33,461			41,423			47,096			44,293			45,778
Net income	76,062			79,888			89,059			83,617			87,853
Net income (loss) attributable to non-controlling interest	324			(43		)	1,095			1,051			471
Net income attributable to BOK Financial Corporation shareholders	$	75,738		$	79,931		$	87,964		$	82,566		$	87,382

Average shares outstanding:
Basic	68,049,179			67,993,822			67,814,550			67,622,777			67,966,700
Diluted	68,272,861			68,212,497			68,040,180			67,914,717			68,334,989
Net income per share:
Basic	$	1.10		$	1.16		$	1.28		$	1.21		$	1.28
Diluted	$	1.10		$	1.16		$	1.28		$	1.21		$	1.27

LOANS BY PRINCIPAL MARKET AREA -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands)

	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012

Bank of Oklahoma:
Commercial	$	2,801,979	$	2,993,247	$	2,853,608	$	3,089,686	$	3,015,621
Commercial real estate	564,141		569,780		568,500		580,694		598,667
Residential mortgage	1,497,027		1,503,457		1,468,434		1,488,486		1,466,590
Consumer	207,360		211,744		207,662		220,096		197,457
Total Bank of Oklahoma	5,070,507		5,278,228		5,098,204		5,378,962		5,278,335

Bank of Texas:
Commercial	2,858,970		2,849,888		2,718,050		2,726,925		2,572,928
Commercial real estate	853,857		813,659		800,577		771,796		712,899
Residential mortgage	263,945		263,916		272,406		275,408		268,250
Consumer	129,144		105,390		110,060		116,252		108,854
Total Bank of Texas	4,105,916		4,032,853		3,901,093		3,890,381		3,662,931

Bank of Albuquerque:
Commercial	325,542		296,036		271,075		265,830		267,467
Commercial real estate	306,914		314,871		332,928		326,135		316,040
Residential mortgage	131,756		133,058		129,727		130,337		120,606
Consumer	14,583		14,364		14,403		15,456		15,883
Total Bank of Albuquerque	778,795		758,329		748,133		737,758		719,996

Bank of Arkansas:
Commercial	73,063		61,414		54,191		62,049		48,097
Commercial real estate	84,364		85,546		88,264		90,821		119,306
Residential mortgage	10,466		10,691		11,285		13,046		12,939
Consumer	9,426		11,819		13,943		15,421		19,720
Total Bank of Arkansas	177,319		169,470		167,683		181,337		200,062

Colorado State Bank & Trust:
Commercial	748,331		786,262		822,942		776,610		708,223
Commercial real estate	158,320		146,137		171,251		173,327		158,387
Residential mortgage	66,475		62,490		56,052		59,363		59,395
Consumer	22,592		23,148		20,990		19,333		19,029
Total Colorado State Bank & Trust	995,718		1,018,037		1,071,235		1,028,633		945,034

Bank of Arizona:
Commercial	379,817		355,698		326,266		313,296		300,544
Commercial real estate	250,129		258,938		229,020		201,760		204,164
Residential mortgage	49,109		51,774		54,285		57,803		65,513
Consumer	7,059		4,947		5,664		4,686		6,150
Total Bank of Arizona	686,114		671,357		615,235		577,545		576,371

Bank of Kansas City:
Commercial	383,373		365,575		372,173		407,516		354,027
Commercial real estate	131,504		128,165		94,620		84,466		67,809
Residential mortgage	15,987		14,399		20,261		20,597		23,010
Consumer	4,867		4,369		4,927		4,261		4,792
Total Bank of Kansas City	535,731		512,508		491,981		516,840		449,638

TOTAL BOK FINANCIAL	$	12,350,100	$	12,440,782	$	12,093,564	$	12,311,456	$	11,832,367

Loans attributed to a geographical region may not always represent the location of the borrower or the collateral.

DEPOSITS BY PRINCIPAL MARKET AREA -- UNAUDITED BOK FINANCIAL CORPORATION (in thousands)

	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012
Bank of Oklahoma:
Demand	$	3,458,114	$	3,561,255	$	3,602,581	$	4,223,923	$	3,734,901
Interest-bearing:
Transaction	5,574,615		5,653,062		6,140,899		6,031,541		5,496,724
Savings	189,411		185,345		185,363		163,512		155,276
Time	1,198,507		1,180,265		1,264,415		1,267,904		1,274,336
Total interest-bearing	6,962,533		7,018,672		7,590,677		7,462,957		6,926,336
Total Bank of Oklahoma	10,420,647		10,579,927		11,193,258		11,686,880		10,661,237
Bank of Texas:
Demand	2,499,021		2,299,631		2,098,891		2,606,176		1,983,678
Interest-bearing:
Transaction	1,853,586		1,931,758		1,979,318		2,129,084		1,782,296
Savings	63,368		63,745		63,218		58,429		52,561
Time	667,873		692,888		717,974		762,233		789,725
Total interest-bearing	2,584,827		2,688,391		2,760,510		2,949,746		2,624,582
Total Bank of Texas	5,083,848		4,988,022		4,859,401		5,555,922		4,608,260
Bank of Albuquerque:
Demand	491,894		455,580		446,841		427,510		416,796
Interest-bearing:
Transaction	541,565		525,481		513,611		511,593		526,029
Savings	34,003		34,096		35,560		31,926		31,940
Time	334,946		346,506		354,303		364,928		375,611
Total interest-bearing	910,514		906,083		903,474		908,447		933,580
Total Bank of Albuquerque	1,402,408		1,361,663		1,350,315		1,335,957		1,350,376
Bank of Arkansas:
Demand	32,621		31,108		31,957		38,935		29,254
Interest-bearing:
Transaction	205,420		186,689		155,571		101,366		168,827
Savings	1,919		1,974		2,642		2,239		2,246
Time	35,184		37,272		41,613		42,573		45,719
Total interest-bearing	242,523		225,935		199,826		146,178		216,792
Total Bank of Arkansas	275,144		257,043		231,783		185,113		246,046
Colorado State Bank & Trust:
Demand	373,200		365,161		295,067		331,157		330,641
Interest-bearing:
Transaction	536,730		519,580		528,056		676,140		627,015
Savings	27,782		27,948		27,187		25,889		24,689
Time	424,225		451,168		461,496		472,305		476,564
Total interest-bearing	988,737		998,696		1,016,739		1,174,334		1,128,268
Total Colorado State Bank & Trust	1,361,937		1,363,857		1,311,806		1,505,491		1,458,909
Bank of Arizona:
Demand	184,454		186,381		157,754		161,094		151,738
Interest-bearing:
Transaction	338,068		376,305		378,421		360,275		298,048
Savings	2,286		2,238		2,122		1,978		2,201
Time	35,791		35,490		34,690		31,371		33,169
Total interest-bearing	376,145		414,033		415,233		393,624		333,418
Total Bank of Arizona	560,599		600,414		572,987		554,718		485,156
Bank of Kansas City:
Demand	292,672		246,207		267,769		249,491		201,393
Interest-bearing:
Transaction	69,826		73,685		46,426		78,039		103,628
Savings	1,080		1,029		983		771		660
Time	23,494		24,383		25,563		26,678		27,202
Total interest-bearing	94,400		99,097		72,972		105,488		131,490
Total Bank of Kansas City	387,072		345,304		340,741		354,979		332,883

TOTAL BOK FINANCIAL	$	19,491,655	$	19,496,230	$	19,860,291	$	21,179,060	$	19,142,867

NET INTEREST MARGIN TREND -- UNAUDITED BOK FINANCIAL CORPORATION

	Three Months Ended
	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012

TAX-EQUIVALENT ASSETS YIELDS
Funds sold and resell agreements	0.05	%	0.04	%	0.03	%	0.06	%	0.07	%
Trading securities	2.19	%	1.83	%	1.77	%	1.06	%	2.12	%
Investment securities:
Taxable ¹	5.74	%	5.89	%	5.97	%	5.86	%	5.83	%
Tax-exempt ¹	1.59	%	1.89	%	2.42	%	2.93	%	4.12	%
Total investment securities ¹	3.20	%	3.59	%	4.22	%	4.67	%	5.33	%
Available for sale securities:
Taxable ¹	1.91	%	1.91	%	2.07	%	2.08	%	2.36	%
Tax-exempt ¹	3.47	%	4.46	%	4.25	%	3.80	%	4.70	%
Total available for sale securities ¹	1.92	%	1.93	%	2.09	%	2.10	%	2.38	%
Fair value option securities	1.85	%	1.91	%	2.05	%	1.58	%	2.27	%
Residential mortgage loans held for sale	3.81	%	3.51	%	3.35	%	3.39	%	3.48	%
Loans	4.06	%	4.12	%	4.20	%	4.33	%	4.33	%
Allowance for loan losses
Loans, net of allowance	4.12	%	4.19	%	4.28	%	4.41	%	4.42	%
Total tax-equivalent yield on earning assets ¹	3.09	%	3.11	%	3.24	%	3.30	%	3.47	%

COST OF INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction	0.11	%	0.12	%	0.13	%	0.15	%	0.16	%
Savings	0.13	%	0.15	%	0.16	%	0.18	%	0.19	%
Time	1.55	%	1.57	%	1.62	%	1.80	%	1.61	%
Total interest-bearing deposits	0.43	%	0.44	%	0.46	%	0.54	%	0.53	%
Funds purchased	0.07	%	0.10	%	0.13	%	0.15	%	0.15	%
Repurchase agreements	0.06	%	0.06	%	0.07	%	0.09	%	0.10	%
Other borrowings	0.28	%	0.27	%	0.49	%	0.90	%	3.03	%
Subordinated debt	2.52	%	2.54	%	2.52	%	2.56	%	2.79	%
Total cost of interest-bearing liabilities	0.42	%	0.43	%	0.46	%	0.54	%	0.52	%
Tax-equivalent net interest revenue spread	2.67	%	2.68	%	2.78	%	2.76	%	2.95	%
Effect of noninterest-bearing funding sources and other	0.13	%	0.13	%	0.14	%	0.19	%	0.17	%
Tax-equivalent net interest margin ¹	2.80	%	2.81	%	2.92	%	2.95	%	3.12	%


¹	Yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income.

CREDIT QUALITY INDICATORS BOK FINANCIAL CORPORATION (in thousands, except ratios)

	Three Months Ended
	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012
Nonperforming assets:
Nonaccruing loans:
Commercial	$	19,522	$	20,869	$	19,861	$	24,467	$	21,762
Commercial real estate	52,502		58,693		65,175		60,626		75,761
Residential mortgage	39,256		40,534		45,426		46,608		29,267
Consumer	1,624		2,037		2,171		2,709		5,109
Total nonaccruing loans	112,904		122,133		132,633		134,410		131,899
Accruing renegotiated loans:
Guaranteed by U.S. government agencies	50,099		48,733		47,942		38,515		24,590
Other	—		—		—		—		3,402
Total accruing renegotiated loans	50,099		48,733		47,942		38,515		27,992
Real estate and other repossessed assets:
Guaranteed by U.S. government agencies	37,906		32,155		27,864		22,365		22,819
Other	70,216		77,957		74,837		81,426		81,309
Total real estate and other repossessed assets	108,122		110,112		102,701		103,791		104,128
Total nonperforming assets	$	271,125	$	280,978	$	283,276	$	276,716	$	264,019
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	182,543	$	200,007	$	207,256	$	215,347	$	216,610

Nonaccruing loans by loan portfolio sector:
Commercial:
Energy	$	1,953	$	2,277	$	2,377	$	2,460	$	3,063
Manufacturing	843		876		1,848		2,007		2,283
Wholesale / retail	7,223		6,700		2,239		3,077		2,007
Integrated food services	—		—		—		684		—
Services	6,927		7,448		9,474		12,090		10,099
Healthcare	1,733		2,670		2,962		3,166		3,305
Other commercial and industrial	843		898		961		983		1,005
Total commercial	19,522		20,869		19,861		24,467		21,762
Commercial real estate:
Construction and land development	20,784		21,135		23,462		26,131		38,143
Retail	7,914		8,406		8,921		8,117		6,692
Office	6,838		7,828		12,851		6,829		9,833
Multifamily	4,350		6,447		4,501		2,706		3,145
Industrial	—		—		2,198		3,968		4,064
Other commercial real estate	12,616		14,877		13,242		12,875		13,884
Total commercial real estate	52,502		58,693		65,175		60,626		75,761
Residential mortgage:
Permanent mortgage	31,797		32,747		38,153		39,863		23,207
Permanent mortgage guaranteed by U.S. government agencies	577		83		214		489		510
Home equity	6,882		7,704		7,059		6,256		5,550
Total residential mortgage	39,256		40,534		45,426		46,608		29,267
Consumer	1,624		2,037		2,171		2,709		5,109
Total nonaccruing loans	$	112,904	$	122,133	$	132,633	$	134,410	$	131,899

CREDIT QUALITY INDICATORS BOK FINANCIAL CORPORATION (in thousands, except ratios)

	Three Months Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012

Nonaccruing loans by principal market ¹ :
Bank of Oklahoma	$	49,245		$	52,541		$	54,392		$	56,424		$	41,599
Bank of Texas	20,127			21,620			37,571			31,623			28,046
Bank of Albuquerque	21,369			24,134			12,479			13,401			13,233
Bank of Arkansas	896			998			1,008			1,132			5,958
Colorado State Bank & Trust	8,754			9,510			11,771			14,364			22,878
Bank of Arizona	12,507			13,323			15,392			17,407			20,145
Bank of Kansas City	6			7			20			59			40
Total nonaccruing loans	$	112,904		$	122,133		$	132,633		$	134,410		$	131,899

Performing loans 90 days past due ²	$	188		$	2,460		$	4,229		$	3,925		$	1,181

Gross charge-offs	$	(4,708	)	$	(8,552	)	$	(8,909	)	$	(8,000	)	$	(8,921	)
Recoveries	4,409			6,210			6,557			3,723			3,204			³
Net charge-offs	$	(299	)	$	(2,342	)	$	(2,352	)	$	(4,277	)	$	(5,717	)

Provision for credit losses	$	(8,500	)	$	—		$	(8,000	)	$	(14,000	)	$	—

Allowance for loan losses to period end loans	1.57		%	1.63		%	1.70		%	1.75		%	1.98		%
Combined allowance for credit losses to period end loans	1.59		%	1.65		%	1.71		%	1.77		%	1.99		%
Nonperforming assets to period end loans and repossessed assets	2.18		%	2.24		%	2.32		%	2.23		%	2.21		%
Net charge-offs (annualized) to average loans	0.01		%	0.08		%	0.08		%	0.14		%	0.19		%	³
Allowance for loan losses to nonaccruing loans	172.12		%	166.31		%	155.29		%	160.34		%	177.22		%
Combined allowance for credit losses to nonaccruing loans	173.54		%	167.63		%	156.12		%	161.76		%	178.70		%

¹ Nonaccruing loans attributed to a principal market do not always represent the location of the borrower or the collateral.

² Excludes residential mortgage loans guaranteed by agencies of the U.S. government.

³ Includes $7.1 million of negative recovery related to a refund of a settlement agreement between BOK Financial and the City of Tulsa invalidated by the Oklahoma Supreme Court. Excluding this refund, BOK Financial had net charge-offs (recoveries) to average loans of (0.05%) on an annualized basis.