BOKF-2013.03.31-EX 99

EX-99.A 2 bokf-20130331xex99.htm EXHIBIT BOKF-2013.03.31-EX 99

Exhibit 99 (a)

NASD: BOKF

For Further Information Contact:

Steven Nell Andrea Myers

Chief Financial Officer Corporate Communications

(918) 588-6752 (918) 594-7794

BOK Financial Reports Quarterly Earnings of $88 million

Expense Discipline Supports Strong Results

TULSA, Okla. (Tuesday, April 30, 2013) - BOK Financial Corporation reported net income of $88.0 million or $1.28 per diluted share for the first quarter of 2013. Net income was $82.6 million or $1.21 per diluted share for the fourth quarter of 2012 and $83.6 million or $1.22 per diluted share for the first quarter of 2012.

"First quarter results exceeded our expectations," said President and CEO Stan Lybarger. "Mortgage banking revenue continued to be strong and outstanding credit quality required us to again reduce the allowance for loan losses. In the current environment, we anticipate continued pressure on net interest margins and moderate loan growth. We will remain focused on operating expense discipline as we continue to invest in opportunities to grow revenue."

Highlights of first quarter of 2013 included:


•	Net interest revenue totaled $170.4 million for the first quarter of 2013 compared to $173.4 million for the fourth quarter of 2012. Net interest margin was 2.92% for the first quarter of 2013 and 2.95% for the fourth quarter of 2012. Loan yields decreased 13 basis points, partially offset by lower funding costs.


•	Fees and commissions revenue totaled $158.1 million, compared to $165.8 million for the fourth quarter of 2012. Mortgage banking revenue decreased $6.4 million due to lower volume and narrowed pricing of loans sold.


•	Operating expenses, excluding changes in the fair value of mortgage servicing rights, totaled $204.0 million, down $22.8 million compared to the previous quarter. Personnel expense decreased $5.5 million. Non-personnel expense decreased $17.3 million.

•

An $8.0 million negative provision for credit losses was recorded in the first quarter of 2013 compared to a $14.0 million negative provision in the previous quarter. The negative provision was largely due to declining gross loss rates and a decrease in outstanding loan balances. In addition, recoveries of loan losses previously charged off increased to $6.6 million in the first quarter of 2013 compared to $3.7 million in the previous quarter.

•

The combined allowance for credit losses totaled $207 million or 1.71% of outstanding loans at March 31, 2013 compared to $217 million or 1.77% of outstanding loans at December 31, 2012. Nonperforming assets that are not guaranteed by U.S. government agencies totaled $207 million or 1.73% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at March 31, 2013 and $215 million or 1.76% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at December 31, 2012.

•

Average outstanding loan balances for the first quarter totaled $12.2 billion, up $236 million over the fourth quarter of 2012. Average commercial real estate loans grew $139 million and average commercial loans grew $57 million. Period end outstanding loan balances were $12.1 billion at March 31, 2013, a decrease of $218 million from December 31, 2012. Commercial real estate loans increased by $56 million. Commercial loan balances decreased by $224 million, residential mortgage loans decreased by $32 million and consumer loans decreased by $18 million.


•	Period end deposits totaled $19.9 billion at March 31, 2013 compared to $21.2 billion at December 31, 2012. As expected, demand deposit account balances decreased $1.1 billion during the first quarter as surge deposits received in the fourth quarter of 2012 were redeployed. Interest-bearing transaction accounts decreased $146 million and time deposits decreased $68 million.

•

Tangible common equity ratio was 9.70% at March 31, 2013 and 9.25% at December 31, 2012. 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 13.35% at March 31, 2013 and 12.78% at December 31, 2012.


•	The Company paid a regular quarterly cash dividend of $26 million or $0.38 per common share during the first quarter of 2013. The Company will pay a quarterly cash dividend of $0.38 per common share payable on or about May 31, 2013 to shareholders of record as of May 17, 2013.

Net Interest Revenue

Net interest revenue decreased $3.0 million compared to the fourth quarter of 2012. Net interest margin was 2.92% for the first quarter of 2013 compared to 2.95% for the fourth quarter of 2012.

The yield on average earning assets decreased 6 basis points compared to the prior quarter. The loan portfolio yield decreased to 4.20% from 4.33% in the previous quarter. Loan yields decreased due to a combination of existing loans renewing at lower current market rates and narrowing credit spreads due to market pricing pressure and improved credit quality in our loan portfolio. The yield on the available for sale securities portfolio decreased 1 basis point to 2.09% due to cash flows being reinvested at lower current market rates partially offset by slower prepayment speeds compared to the prior quarter. Cash flows received from payments on residential mortgage-backed securities are currently being reinvested in short-duration securities that yield less than 1.50%.

Funding costs decreased 8 basis points to 0.46% due largely to lower deposit interest rates. Rates paid on interest-bearing transaction accounts and savings accounts each decreased 2 basis points. Rates paid on time deposits decreased 18 basis points, primarily due to additional expense recognized in the fourth quarter on equity-indexed time deposits. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities decreased 5 basis points in the first quarter.

Average earning assets increased $28 million during the first quarter of 2013. Average outstanding loans increased $236 million. Average commercial real estate loan balances increased $139 million, commercial loan balances increased $57 million and residential mortgage loan balances increased $43 million. The average balance of the available for sale securities portfolio decreased $190 million compared to the fourth quarter of 2012.

Average deposits decreased $89 million compared to the previous quarter. Interest-bearing transaction account balances increased $493 million. Demand deposit balances decreased $503 million and time deposit account balances decreased $96 million. The average balance of borrowed funds increased $338 million over the fourth quarter of 2012.

Fees and Commissions Revenue

Fees and commissions revenue totaled $158.1 million for the first quarter of 2013, compared to $165.8 million for the fourth quarter of 2012. Mortgage banking revenue decreased primarily due to lower gains on mortgage loans sold. Deposit service charges and fees decreased primarily due to lower overdraft fees. All other fees and commissions revenue categories were largely unchanged compared to the prior quarter.

Mortgage banking revenue totaled $40.0 million, a decrease of $6.4 million from the prior quarter due to lower volume and narrowed pricing of loans sold. Residential mortgage loans funded for sale totaled $956 million for the first quarter of 2013 compared to $1.1 billion in the previous quarter. The spread between average rates offered on 30-year fixed rate mortgage loans and the average rates paid on 30-year mortgage-backed securities narrowed 21 basis points between the first quarter of 2013 and the fourth quarter of 2012. Refinanced mortgage loans were 62% of loans originated for sale in both the first quarter of 2013 and the fourth quarter of 2012. Outstanding mortgage loan commitments were up $110 million over December 31, 2012. The unpaid principal balance of loans held for sale decreased $5.1 million compared to December 31, 2012.

“Although down from the extraordinarily high levels in the second half of 2012, we expect our mortgage banking revenue to remain strong in 2013,” said Steven Nell, Executive Vice President and Chief

Financial Officer, “We are encouraged by a 31% increase in loan commitments over year end. Additionally, first quarter 2013 mortgage originations were up $209 million or 28% over the first quarter of 2012. We have increased the number of mortgage lenders, expanded further into our regional markets and developed our correspondent loan origination channel to position ourselves to assist customers in the purchase or refinance of a home.”

Deposit service charges and fees decreased $1.2 million due to a $1.8 million decrease in overdraft fees, partially offset by a $698 thousand increase in fees assessed on commercial accounts. Consumers are maintaining higher average balances and better managing their accounts to reduce fees.

Operating Expenses

Total operating expenses were $201.3 million for the first quarter of 2013 compared to $222.1 million for the fourth quarter of 2012. Excluding changes in the fair value of mortgage servicing rights, operating expenses totaled $204.0 million, down $22.8 million compared to the fourth quarter of 2012.

Personnel costs decreased $5.5 million from the fourth quarter of 2012 due largely to incentive compensation. Incentive compensation expense decreased $6.0 million. Cash-based incentive compensation, which rewards employees as they generate business opportunities for the Company by growing loans, deposits, customer relationships or other measurable metrics, decreased $4.7 million. Stock-based incentive compensation expense decreased $1.3 million primarily due to the reversal of costs related to performance shares that did not vest.

Non-personnel expense decreased $17.3 million from the fourth quarter of 2012. Net losses and operating expenses of repossessed assets decreased $5.4 million based on the quarterly review of carrying values. Mortgage banking costs decreased $3.2 million primarily due to decreased provision related to mortgage loans sold subject to repurchase as loss trends related to these loans have stabilized. Professional fees and services were down $3.1 million compared to the prior quarter. During the fourth quarter, the Company made a $2.1 million discretionary contribution to the BOKF Foundation. The BOKF Foundation partners with various charitable organizations to support needs within our communities. All other non-personnel expenses were down $3.5 million compared to the previous quarter.

Loans, Deposits and Capital

Loans

Outstanding loans decreased $218 million from December 31, 2012 to $12.1 billion at March 31, 2013 due primarily to a decrease in outstanding commercial loan balances. Increased commercial real estate loans were offset by a decrease in residential mortgage and consumer loans.

Outstanding commercial loan balances decreased by $224 million from December 31, 2012. Economic uncertainty over healthcare costs and taxes has influenced commercial customers to remain conservative in the expansion of their businesses. Energy sector loans decreased $111 million. In conjunction with a standard evaluation of credit risk and related pricing, certain relationships in our energy portfolio were reduced during the quarter. Across the remaining commercial and industrial loan classes, other commercial loans decreased $76 million, service sector loans decreased $49 million and wholesale/retail sector loans decreased $21 million. Manufacturing sector loans grew by $51 million during the first quarter. Unfunded energy loan commitments of $2.4 billion were largely unchanged in the first quarter.

All other unfunded commercial loan commitments totaled $3.4 billion at March 31, 2013, up $177 million over December 31, 2012.

Commercial real estate loans increased $56 million over December 31, 2012. Retail sector loans grew $61 million, primarily in the Texas, Oklahoma and Colorado markets. Loans secured by multifamily residential properties were up $58 million, growing primarily in the Texas and Arizona markets. Other real estate loans decreased $31 million primarily in the Oklahoma and Texas markets. Construction and land development loans decreased $15 million, primarily in the Texas market. Unfunded commercial real estate loan commitments totaled $652 million at March 31, 2013, up $31 million over December 31, 2012.

Residential mortgage loans decreased $32 million from December 31, 2012, due primarily to a decrease in non-guaranteed permanent mortgage loans. Consumer loans decreased $18 million. As BOK Financial focuses on a customer-focused direct approach to consumer lending, the indirect automobile loan portfolio has decreased $10 million to $24 million at March 31, 2013. Other consumer loans decreased $7.5 million compared to December 31, 2012.

Deposits

Deposits totaled $19.9 billion at March 31, 2013 compared to $21.2 billion at December 31, 2012. As expected, significant deposit growth in the fourth quarter primarily due to sales of businesses or assets by customers was redeployed in the first quarter of 2013. To lesser extent, the expiration of unlimited deposit insurance on non-interest bearing accounts on December 31, 2012 also affected demand deposit account balances. Demand deposit balances decreased $1.1 billion. Interest-bearing transaction account balances decreased $146 million and time deposits decreased $68 million. Among the lines of business, commercial deposits decreased $635 million and wealth management deposits decreased $386 million. Consumer deposits increased $29 million over December 31, 2012. Energy, commercial and industrial, commercial real estate, and small business customer account balances all decreased compared to the prior quarter. Treasury services customer account balances increased during the first quarter.

Capital

The Company and its subsidiary bank exceeded the regulatory definition of well capitalized at March 31, 2013. The Company's Tier 1 capital ratio was 13.35% at March 31, 2013 and 12.78% at December 31, 2012. The total capital ratio was 15.68% at March 31, 2013 and 15.13% at December 31, 2012. In addition, the Company's tangible common equity ratio, a non-GAAP measure, was 9.70% at March 31, 2013 and 9.25% at December 31, 2012. Unrealized securities gains added 44 basis points to the tangible common equity ratio at March 31, 2013. The increase in Tier 1, total and tangible common equity ratios was largely due to retained earnings and a decrease in total assets and risk weighted assets during the quarter.

In June 2012, banking regulators issued a Notice of Proposed Rulemaking that will incorporate Basel III capital changes for substantially all U.S. banking organizations. If adopted as proposed, these changes will establish a 7% threshold for the Tier 1 common equity ratio consisting of a minimum level plus a capital conservation buffer. BOK Financial's Tier 1 common equity ratio based on the existing Basel I standards was 13.16% as of March 31, 2013. Our estimated Tier 1 common equity ratio under a fully phased in Basel III framework is approximately 12.70%, nearly 570 basis points above the 7% regulatory threshold. This estimate is subject to interpretation of rules that are not yet final. Additionally, the proposed definition of Tier 1 common equity includes unrealized gains and losses on available for sale securities which will vary based on market conditions.

Credit Quality

Nonperforming assets totaled $283 million or 2.32% of outstanding loans and repossessed assets at March 31, 2013 compared to $277 million or 2.23% of outstanding loans and repossessed assets at December 31, 2012. Nonperforming assets that are not guaranteed by U.S. government agencies totaled $207 million or 1.73% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at March 31, 2013 and $215 million or 1.76% at December 31, 2012, a decrease of $8.1 million.

Nonaccruing loans totaled $133 million or 1.10% of outstanding loans at March 31, 2013 and $134 million or 1.09% of outstanding loans at December 31, 2012. New nonaccruing loans identified in the first quarter totaled $42 million, offset by $22 million in foreclosures and repossessions, $14 million in payments received and $8.9 million in charge-offs.

Nonaccruing commercial loans decreased to $20 million or 0.27% of outstanding commercial loans at March 31, 2013 from $24 million or 0.32% of outstanding commercial loans at December 31, 2012.

Nonaccruing commercial real estate loans increased to $65 million or 2.85% of outstanding commercial real estate loans at March 31, 2013 from $61 million or 2.72% of outstanding commercial real estate loans at December 31, 2012 primarily due to a single nonaccruing relationship secured by an office building. Nonaccruing commercial real estate loans consist primarily of land development and residential construction loans. Nonaccruing land development and residential construction loans totaled $23 million at March 31, 2013, a decrease of $2.7 million during the first quarter.

Nonaccruing residential mortgage loans totaled $45 million or 2.26% of outstanding residential mortgage loans, largely unchanged from the fourth quarter of 2012. 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 $8.4 million at March 31, 2013 and $11 million at December 31, 2012.

The combined allowance for credit losses totaled $207 million or 1.71% of outstanding loans and 156.12% of nonaccruing loans at March 31, 2013. The allowance for loan losses was $206 million and the accrual for off-balance sheet credit losses was $1.1 million. Gross charge-offs totaled $8.9 million for the first quarter, compared to $8.0 million for the previous quarter. Recoveries totaled $6.6 million for the first quarter of 2013. Net charge-offs were $2.4 million or 0.08% on an annualized basis for the first quarter of 2013 compared with net charge-offs of $4.3 million or 0.14% on an annualized basis for the fourth quarter of 2012.

After evaluating all credit factors, the Company determined that an $8.0 million negative provision for credit losses was necessary during the first quarter of 2013. Declining gross loss rates and a decrease in outstanding loan balances during the quarter resulted in a lower combined allowance for credit losses as of March 31, 2013.

Real estate and other repossessed assets totaled $103 million at March 31, 2013, primarily consisting of $47 million of 1-4 family residential properties (including $28 million guaranteed by U.S. government agencies), $23 million of developed commercial real estate properties, $17 million of undeveloped land and $15 million of residential land and land development properties. The distribution of real estate owned and other repossessed assets among various markets included $27 million attributed to Arizona, $23 million attributed to New Mexico, $16 million attributed to Oklahoma, $14 million attributed to Texas and

$10 million attributed to Colorado. Real estate and other repossessed assets decreased $1.1 million during the first quarter of 2013. Additions of $22 million were partially offset by $24 million of sales. Additions included $17 million and sales included $11 million of 1-4 family residential properties guaranteed by U.S. government agencies. Write-downs and net losses on sales of real estate and other repossessed assets totaled $273 thousand.

Securities and Derivatives

The fair value of the available for sale securities portfolio totaled $11.1 billion at March 31, 2013 and $11.3 billion at December 31, 2012. At March 31, 2013, the available for sale portfolio consisted primarily of $9.2 billion of residential mortgage-backed securities fully backed by U.S. government agencies, $1.4 billion of commercial mortgage-backed securities fully backed by U.S. government agencies and $316 million of residential mortgage-backed securities privately issued by publicly owned financial institutions. Net unamortized premiums are less than 1% of the securities portfolio amortized cost.

Net unrealized gains on available for sale securities totaled $229 million at March 31, 2013 and $255 million at December 31, 2012. Net unrealized gains on residential mortgage-backed securities issued by U.S. government agencies decreased $31 million during the first quarter to $208 million at March 31, 2013.

In the first quarter of 2013, the Company recognized net gains of $4.9 million from sales of $728 million of available for sale securities. These securities were sold either because they had reached their expected maximum potential total return or to mitigate exposure to prepayment risk. Net gains from sales of $84 million of available for sale securities in the fourth quarter of 2012 totaled $1.1 million.

The amortized cost of privately issued residential mortgage-backed securities totaled $307 million at March 31, 2013, down $15 million since December 31, 2012. All of these securities are rated below investment grade. The amortized cost of these securities was reduced during the first quarter of 2013 by $15 million of cash payments received and $247 thousand of credit-related impairment charges during the quarter. The privately issued residential mortgage-backed securities portfolio has a net unrealized gain of $8.8 million at March 31, 2013 compared to a net unrealized gain of $2.3 million at December 31, 2012.

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 changes in residential mortgage interest rates during the first quarter of 2013, prepayment speeds decreased and the value of our mortgage servicing rights increased by $2.7 million. This increase was partially offset by a $4.9 million decrease in the value of securities and interest rate derivative contracts held as an economic hedge.

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 adequacy of the allowance for credit losses and asset impairment as of March 31, 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)

	March 31, 2013			December 31, 2012			March 31, 2012
ASSETS
Cash and due from banks	$	928,035		$	1,266,834		$	691,697
Funds sold and resell agreements	17,582			19,405			14,609
Trading securities	206,598			214,102			128,376
Investment securities	589,271			499,534			427,259
Available for sale securities	11,059,145			11,287,221			10,186,597
Fair value option securities	210,192			284,296			347,952
Residential mortgage loans held for sale	286,211			293,762			247,039
Loans:
Commercial	7,418,305			7,641,912			6,943,585
Commercial real estate	2,285,160			2,228,999			2,252,299
Residential mortgage	2,012,450			2,045,040			1,968,926
Consumer	377,649			395,505			412,634
Total loans	12,093,564			12,311,456			11,577,444
Allowance for loan losses	(205,965		)	(215,507		)	(244,209		)
Loans, net of allowance	11,887,599			12,095,949			11,333,235
Premises and equipment, net	270,130			265,920			263,579
Receivables	116,028			114,185			138,325
Goodwill	359,759			361,979			335,601
Intangible assets, net	27,117			28,192			9,645
Mortgage servicing rights, net	109,840			100,812			98,138
Real estate and other repossessed assets	102,701			103,791			115,790
Bankers' acceptances	1,762			605			3,493
Derivative contracts	320,473			338,106			384,996
Cash surrender value of bank-owned life insurance	277,776			274,531			266,227
Receivable on unsettled securities sales	190,688			211,052			511,288
Other assets	486,251			388,355			380,327
TOTAL ASSETS	$	27,447,158		$	28,148,631		$	25,884,173



LIABILITIES AND EQUITY
Deposits:
Demand	$	6,900,860	$	8,038,286	$	6,189,172
Interest-bearing transaction	9,742,302		9,888,038		8,908,397
Savings	317,075		284,744		259,619
Time	2,900,054		2,967,992		3,166,099
Total deposits	19,860,291		21,179,060		18,523,287
Funds purchased	853,843		1,167,416		1,784,940
Repurchase agreements	806,526		887,030		1,162,546
Other borrowings	1,733,047		651,775		209,230
Subordinated debentures	347,674		347,633		394,760
Accrued interest, taxes, and expense	192,358		176,678		180,840
Bankers' acceptances	1,762		605		3,493
Due on unsettled securities purchases	158,984		297,453		305,166
Derivative contracts	251,836		283,589		305,290
Other liabilities	192,945		163,711		144,220
TOTAL LIABILITIES	24,399,266		25,154,950		23,013,772
Shareholders' equity:
Capital, surplus and retained earnings	2,878,575		2,807,940		2,673,001
Accumulated other comprehensive income	133,383		149,920		161,418
TOTAL SHAREHOLDERS' EQUITY	3,011,958		2,957,860		2,834,419
Non-controlling interest	35,934		35,821		35,982
TOTAL EQUITY	3,047,892		2,993,681		2,870,401
TOTAL LIABILITIES AND EQUITY	$	27,447,158	$	28,148,631	$	25,884,173

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

	Three Months Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
ASSETS
Funds sold and resell agreements	$	25,418		$	19,553		$	17,837		$	19,187		$	11,385
Trading securities	162,353			165,109			132,213			143,770			95,293
Investment securities	534,772			474,085			408,646			416,284			430,890
Available for sale securities	11,292,181			11,482,212			11,058,055			10,091,279			9,947,227
Fair value option securities	251,725			292,490			336,160			335,965			555,233
Residential mortgage loans held for sale	216,816			272,581			264,024			191,311			182,372
Loans:
Commercial	7,498,905			7,441,957			7,209,972			7,058,806			6,859,240
Commercial real estate	2,309,988			2,170,676			2,160,213			2,156,841			2,224,940
Residential mortgage	2,034,315			1,991,530			2,000,506			2,009,510			1,945,009
Consumer	381,752			385,156			368,971			389,565			407,622
Total loans	12,224,960			11,989,319			11,739,662			11,614,722			11,436,811
Allowance for loan losses	(214,017		)	(229,095		)	(231,177		)	(242,605		)	(252,538		)
Total loans, net	12,010,943			11,760,224			11,508,485			11,372,117			11,184,273
Total earning assets	24,494,208			24,466,254			23,725,420			22,569,913			22,406,673
Cash and due from banks	828,126			849,614			746,364			748,811			908,628
Cash surrender value of bank-owned life insurance	275,705			272,778			270,084			267,246			264,354
Derivative contracts	286,772			316,579			291,965			371,690			311,178
Other assets	1,628,620			1,591,551			1,554,339			1,580,857			1,625,750
TOTAL ASSETS	$	27,513,431		$	27,496,776		$	26,588,172		$	25,538,517		$	25,516,583

LIABILITIES AND EQUITY
Deposits:
Demand	$	7,002,046		$	7,505,074		$	6,718,572		$	6,278,342		$	5,847,682
Interest-bearing transaction	9,836,204			9,343,421			8,719,648			8,779,659			9,319,978
Savings	296,319			278,714			267,498			259,386			241,442
Time	2,913,999			3,010,367			3,068,870			3,132,220			3,246,362
Total deposits	20,048,568			20,137,576			18,774,588			18,449,607			18,655,464
Funds purchased	1,155,983			1,295,442			1,678,006			1,740,354			1,337,614
Repurchase agreements	878,679			900,131			1,112,847			1,095,298			1,183,778
Other borrowings	863,360			364,425			97,003			86,667			72,911
Subordinated debentures	347,654			347,613			352,432			357,609			397,440
Derivative contracts	220,037			246,296			247,148			302,329			207,864
Other liabilities	1,001,311			1,233,806			1,378,956			637,920			826,279
TOTAL LIABILITIES	24,515,592			24,525,289			23,640,980			22,669,784			22,681,350
Total equity	2,997,839			2,971,487			2,947,192			2,868,733			2,835,233
TOTAL LIABILITIES AND EQUITY	$	27,513,431		$	27,496,776		$	26,588,172		$	25,538,517		$	25,516,583

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

	Three Months Ended
	March 31,
	2013			2012

Interest revenue	$	188,999		$	198,208
Interest expense	18,594			24,639
Net interest revenue	170,405			173,569
Provision for credit losses	(8,000		)	—
Net interest revenue after provision for credit losses	178,405			173,569
Other operating revenue:
Brokerage and trading revenue	31,751			31,111
Transaction card revenue	27,692			25,430
Trust fees and commissions	22,313			18,438
Deposit service charges and fees	22,966			24,379
Mortgage banking revenue	39,976			33,078
Bank-owned life insurance	3,226			2,871
Other revenue	10,187			9,264
Total fees and commissions	158,111			144,571
Gain (loss) on other assets, net	467			(3,693		)
Gain (loss) on derivatives, net	(941		)	(2,473		)
Gain (loss) on fair value option securities, net	(3,171		)	(1,733		)
Gain on available for sale securities, net	4,855			4,331
Total other-than-temporary impairment losses	—			(505		)
Portion of loss recognized in (reclassified from) other comprehensive income	(247		)	(3,217		)
Net impairment losses recognized in earnings	(247		)	(3,722		)
Total other operating revenue	159,074			137,281
Other operating expense:
Personnel	125,654			114,769
Business promotion	5,453			4,388
Professional fees and services	6,985			7,599
Net occupancy and equipment	16,481			16,023
Insurance	3,745			3,866
Data processing and communications	25,450			22,144
Printing, postage and supplies	3,674			3,311
Net losses and operating expenses of repossessed assets	1,246			2,245
Amortization of intangible assets	876			575
Mortgage banking costs	7,354			8,439
Change in fair value of mortgage servicing rights	(2,658		)	(7,127		)
Other expense	7,064			5,905
Total other operating expense	201,324			182,137

Net income before taxes	136,155			128,713
Federal and state income taxes	47,096			45,520

Net income	89,059			83,193
Net income (loss) attributable to non-controlling interest	1,095			(422		)
Net income attributable to BOK Financial Corporation shareholders	$	87,964		$	83,615

Average shares outstanding:
Basic	67,814,550			67,665,300
Diluted	68,040,180			67,941,895

Net income per share:
Basic	$	1.28		$	1.22
Diluted	$	1.28		$	1.22

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

	Three Months Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
Capital:
Period-end shareholders' equity	$	3,011,958		$	2,957,860		$	2,975,657		$	2,885,934		$	2,834,419
Risk weighted assets	$	18,756,648		$	19,016,673		$	18,448,854		$	17,758,118		$	17,993,379
Risk-based capital ratios:
Tier 1	13.35		%	12.78		%	13.21		%	13.62		%	13.03		%
Total capital	15.68		%	15.13		%	15.71		%	16.19		%	16.16		%
Leverage ratio	9.28		%	9.01		%	9.34		%	9.64		%	9.35		%
Tangible common equity ratio¹	9.70		%	9.25		%	9.67		%	10.07		%	9.75		%
Tier 1 common equity ratio²	13.16		%	12.59		%	13.01		%	13.41		%	12.83		%

Common stock:
Book value per share	$	43.85		$	43.29		$	43.62		$	42.35		$	41.61
Market value per share:
High	$	62.77		$	59.77		$	59.47		$	58.12		$	59.02
Low	$	55.05		$	54.19		$	55.63		$	53.34		$	52.56
Cash dividends paid	$	26,067		$	94,231		$	25,912		$	25,904		$	22,571
Dividend payout ratio	29.63		%	114.13		%	29.65		%	26.53		%	26.99		%
Shares outstanding, net	68,687,718			68,327,351			68,215,354			68,144,159			68,116,893
Stock buy-back program:
Shares repurchased	—			—			—			39,496			345,300
Amount	$	—		$	—		$	—		$	2,125		$	18,432
Average price per share	$	—		$	—		$	—		$	53.81		$	53.38

Performance ratios (quarter annualized):
Return on average assets	1.3		%	1.19		%	1.31		%	1.54		%	1.32		%
Return on average equity	11.90		%	11.05		%	11.80		%	13.69		%	11.86		%
Net interest margin	2.92		%	2.95		%	3.12		%	3.30		%	3.19		%
Efficiency ratio	61.04		%	66.00		%	61.18		%	61.98		%	58.76		%

Reconciliation of non-GAAP measures:
¹ Tangible common equity ratio:
Total shareholders' equity	$	3,011,958		$	2,957,860		$	2,975,657		$	2,885,934		$	2,834,419
Less: Goodwill and intangible assets, net	(386,876		)	(390,171		)	(392,158		)	(344,699		)	(345,246		)
Tangible common equity	$	2,625,082		$	2,567,689		$	2,583,499		$	2,541,235		$	2,489,173

Total assets	$	27,447,158		$	28,148,631		$	27,117,641		$	25,576,046		$	25,884,173
Less: Goodwill and intangible assets, net	(386,876		)	(390,171		)	(392,158		)	(344,699		)	(345,246		)
Tangible assets	$	27,060,282		$	27,758,460		$	26,725,483		$	25,231,347		$	25,538,927

Tangible common equity ratio	9.70		%	9.25		%	9.67		%	10.07		%	9.75		%

² Tier 1 common equity ratio:
Tier 1 capital	$	2,503,892		$	2,430,671		$	2,436,791		$	2,418,985		$	2,344,779
Less: Non-controlling interest	(35,934		)	(35,821		)	(36,818		)	(36,787		)	(35,982		)
Tier 1 common equity	$	2,467,958		$	2,394,850		$	2,399,973		$	2,382,198		$	2,308,797

Risk weighted assets	$	18,756,648		$	19,016,673		$	18,448,854		$	17,758,118		$	17,993,379

Tier 1 common equity ratio	13.16		%	12.59		%	13.01		%	13.41		%	12.83		%

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

	Three Months Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
Other data:
Fiduciary assets	$	27,606,180		$	25,829,038		$	25,208,276		$	23,136,625		$	23,774,788
Mortgage servicing portfolio	$	12,272,691		$	11,981,624		$	11,756,350		$	11,564,643		$	11,378,806
Mortgage loans funded for sale	$	956,315		$	1,073,541		$	1,046,608		$	840,765		$	747,436
Mortgage loan refinances to total fundings	62		%	62		%	61		%	51		%	67		%
Tax equivalent adjustment	$	2,619		$	2,472		$	2,509		$	2,252		$	2,094
Net unrealized gain on available for sale securities	$	228,620		$	254,587		$	281,455		$	242,253		$	277,277

Gain (loss) on mortgage servicing rights, net of economic hedge:
Gain (loss) on mortgage hedge derivative contracts	$	(1,654	)	$	(707	)	$	645		$	2,623		$	(2,445	)
Gain (loss) on fair value option securities	(3,232		)	(2,177		)	5,455			6,908			(2,393		)
Gain (loss) on economic hedge of mortgage servicing rights	(4,886		)	(2,884		)	6,100			9,531			(4,838		)
Gain (loss) on changes in fair value of mortgage servicing rights	2,658			4,689			(9,576		)	(11,450		)	7,127
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges	$	(2,228	)	$	1,805		$	(3,476	)	$	(1,919	)	$	2,289

Net interest revenue on fair value option securities	$	828		$	748		$	1,750		$	2,148		$	3,165

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

	Three Months Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
Interest revenue	$	188,999		$	194,314		$	196,071		$	203,055		$	198,208
Interest expense	18,594			20,945			20,044			21,694			24,639
Net interest revenue	170,405			173,369			176,027			181,361			173,569
Provision for credit losses	(8,000		)	(14,000		)	—			(8,000		)	—
Net interest revenue after provision for credit losses	178,405			187,369			176,027			189,361			173,569
Other operating revenue:
Brokerage and trading revenue	31,751			31,958			31,261			32,600			31,111
Transaction card revenue	27,692			28,009			27,788			26,758			25,430
Trust fees and commissions	22,313			22,030			19,654			19,931			18,438
Deposit service charges and fees	22,966			24,174			25,148			25,216			24,379
Mortgage banking revenue	39,976			46,410			50,266			39,548			33,078
Bank-owned life insurance	3,226			2,673			2,707			2,838			2,871
Other revenue	10,187			10,554			9,149			8,860			9,264
Total fees and commissions	158,111			165,808			165,973			155,751			144,571
Gain (loss) on other assets, net	467			137			452			1,689			(3,693		)
Gain (loss) on derivatives, net	(941		)	(637		)	464			2,345			(2,473		)
Gain (loss) on fair value option securities, net	(3,171		)	(2,081		)	6,192			6,852			(1,733		)
Gain on available for sale securities, net	4,855			1,066			7,967			20,481			4,331
Total other-than-temporary impairment losses	—			(504		)	—			(135		)	(505		)
Portion of loss recognized in (reclassified from) other comprehensive income	(247		)	(1,163		)	(1,104		)	(723		)	(3,217		)
Net impairment losses recognized in earnings	(247		)	(1,667		)	(1,104		)	(858		)	(3,722		)
Total other operating revenue	159,074			162,626			179,944			186,260			137,281
Other operating expense:
Personnel	125,654			131,192			122,775			122,297			114,769
Business promotion	5,453			6,150			6,054			6,746			4,388
Contribution to BOKF Charitable Foundation	—			2,062			—			—			—
Professional fees and services	6,985			10,082			7,991			8,343			7,599
Net occupancy and equipment	16,481			16,883			16,914			16,906			16,023
Insurance	3,745			3,789			3,690			4,011			3,866
Data processing and communications	25,450			25,010			26,486			25,264			22,144
Printing, postage and supplies	3,674			3,403			3,611			3,903			3,311
Net losses and operating expenses of repossessed assets	1,246			6,665			5,706			5,912			2,245
Amortization of intangible assets	876			1,065			742			545			575
Mortgage banking costs	7,354			10,542			13,036			12,315			8,439
Change in fair value of mortgage servicing rights	(2,658		)	(4,689		)	9,576			11,450			(7,127		)
Other expense	7,064			9,931			5,759			5,319			5,905
Total other operating expense	201,324			222,085			222,340			223,011			182,137
Net income before taxes	136,155			127,910			133,631			152,610			128,713
Federal and state income taxes	47,096			44,293			45,778			53,149			45,520
Net income	89,059			83,617			87,853			99,461			83,193
Net income (loss) attributable to non-controlling interest	1,095			1,051			471			1,833			(422		)
Net income attributable to BOK Financial Corporation shareholders	$	87,964		$	82,566		$	87,382		$	97,628		$	83,615

Average shares outstanding:
Basic	67,814,550			67,622,777			67,966,700			67,472,665			67,665,300
Diluted	68,040,180			67,914,717			68,334,989			67,744,828			67,941,895
Net income per share:
Basic	$	1.28		$	1.21		$	1.28		$	1.43		$	1.22
Diluted	$	1.28		$	1.21		$	1.27		$	1.43		$	1.22

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

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

Bank of Oklahoma:
Commercial	$	2,853,608	$	3,089,686	$	3,015,621	$	3,012,458	$	3,042,389
Commercial real estate	568,500		580,694		598,667		614,541		605,528
Residential mortgage	1,468,434		1,488,486		1,466,590		1,452,269		1,420,961
Consumer	207,662		220,096		197,457		201,926		212,576
Total Bank of Oklahoma	5,098,204		5,378,962		5,278,335		5,281,194		5,281,454

Bank of Texas:
Commercial	2,718,050		2,726,925		2,572,928		2,443,946		2,365,343
Commercial real estate	800,577		771,796		712,899		678,882		802,235
Residential mortgage	272,406		275,408		268,250		269,704		263,905
Consumer	110,060		116,252		108,854		115,203		124,491
Total Bank of Texas	3,901,093		3,890,381		3,662,931		3,507,735		3,555,974

Bank of Albuquerque:
Commercial	271,075		265,830		267,467		262,493		273,535
Commercial real estate	332,928		326,135		316,040		308,060		304,709
Residential mortgage	129,727		130,337		120,606		115,599		109,626
Consumer	14,403		15,456		15,883		15,534		18,127
Total Bank of Albuquerque	748,133		737,758		719,996		701,686		705,997

Bank of Arkansas:
Commercial	54,191		62,049		48,097		49,344		72,425
Commercial real estate	88,264		90,821		119,306		119,919		131,857
Residential mortgage	11,285		13,046		12,939		13,083		15,145
Consumer	13,943		15,421		19,720		24,246		28,765
Total Bank of Arkansas	167,683		181,337		200,062		206,592		248,192

Colorado State Bank & Trust:
Commercial	822,942		776,610		708,223		662,583		580,257
Commercial real estate	171,251		173,327		158,387		163,175		158,400
Residential mortgage	56,052		59,363		59,395		62,313		62,738
Consumer	20,990		19,333		19,029		20,570		19,741
Total Colorado State Bank & Trust	1,071,235		1,028,633		945,034		908,641		821,136

Bank of Arizona:
Commercial	326,266		313,296		300,544		278,184		269,116
Commercial real estate	229,020		201,760		204,164		199,252		198,882
Residential mortgage	54,285		57,803		65,513		67,767		76,257
Consumer	5,664		4,686		6,150		6,220		5,365
Total Bank of Arizona	615,235		577,545		576,371		551,423		549,620

Bank of Kansas City:
Commercial	372,173		407,516		354,027		326,527		340,520
Commercial real estate	94,620		84,466		67,809		65,901		50,688
Residential mortgage	20,261		20,597		23,010		22,150		20,294
Consumer	4,927		4,261		4,792		4,582		3,569
Total Bank of Kansas City	491,981		516,840		449,638		419,160		415,071

TOTAL BOK FINANCIAL	$	12,093,564	$	12,311,456	$	11,832,367	$	11,576,431	$	11,577,444

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)

	March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012		March 31, 2012
Bank of Oklahoma:
Demand	$	3,602,581	$	4,223,923	$	3,734,900	$	3,499,834	$	3,445,424
Interest-bearing:
Transaction	6,140,899		6,031,541		5,496,724		5,412,002		5,889,625
Savings	185,363		163,512		155,277		150,353		148,556
Time	1,264,415		1,267,904		1,274,336		1,354,148		1,370,868
Total interest-bearing	7,590,677		7,462,957		6,926,337		6,916,503		7,409,049
Total Bank of Oklahoma	11,193,258		11,686,880		10,661,237		10,416,337		10,854,473
Bank of Texas:
Demand	2,098,891		2,606,176		1,983,678		1,966,465		1,876,133
Interest-bearing:
Transaction	1,979,318		2,129,084		1,782,296		1,813,209		1,734,655
Savings	63,218		58,429		52,561		51,114		50,331
Time	717,974		762,233		789,725		772,809		789,860
Total interest-bearing	2,760,510		2,949,746		2,624,582		2,637,132		2,574,846
Total Bank of Texas	4,859,401		5,555,922		4,608,260		4,603,597		4,450,979
Bank of Albuquerque:
Demand	446,841		427,510		416,796		357,367		333,707
Interest-bearing:
Transaction	513,611		511,593		526,029		506,165		503,015
Savings	35,560		31,926		31,940		31,215		32,688
Time	354,303		364,928		375,611		383,350		392,234
Total interest-bearing	903,474		908,447		933,580		920,730		927,937
Total Bank of Albuquerque	1,350,315		1,335,957		1,350,376		1,278,097		1,261,644
Bank of Arkansas:
Demand	31,957		38,935		29,254		16,921		22,843
Interest-bearing:
Transaction	155,571		101,366		168,827		172,829		151,708
Savings	2,642		2,239		2,246		2,220		2,358
Time	41,613		42,573		45,719		48,517		54,157
Total interest-bearing	199,826		146,178		216,792		223,566		208,223
Total Bank of Arkansas	231,783		185,113		246,046		240,487		231,066
Colorado State Bank & Trust:
Demand	295,067		331,157		330,641		301,646		311,057
Interest-bearing:
Transaction	528,056		676,140		627,015		465,276		476,718
Savings	27,187		25,889		24,689		24,202		23,409
Time	461,496		472,305		476,564		491,280		498,124
Total interest-bearing	1,016,739		1,174,334		1,128,268		980,758		998,251
Total Colorado State Bank & Trust	1,311,806		1,505,491		1,458,909		1,282,404		1,309,308
Bank of Arizona:
Demand	157,754		161,094		151,738		137,313		131,539
Interest-bearing:
Transaction	378,421		360,275		298,048		113,310		95,010
Savings	2,122		1,978		2,201		2,313		1,772
Time	34,690		31,371		33,169		31,539		34,199
Total interest-bearing	415,233		393,624		333,418		147,162		130,981
Total Bank of Arizona	572,987		554,718		485,156		284,475		262,520
Bank of Kansas City:
Demand	267,769		249,491		201,393		160,829		68,469
Interest-bearing:
Transaction	46,426		78,039		103,628		69,083		57,666
Savings	983		771		660		581		505
Time	25,563		26,678		27,202		26,307		26,657
Total interest-bearing	72,972		105,488		131,490		95,971		84,828
Total Bank of Kansas City	340,741		354,979		332,883		256,800		153,297

TOTAL BOK FINANCIAL	$	19,860,291	$	21,179,060	$	19,142,867	$	18,362,197	$	18,523,287

NET INTEREST MARGIN TREND -- UNAUDITED BOK FINANCIAL CORPORATION

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

TAX-EQUIVALENT ASSETS YIELDS
Funds sold and resell agreements	0.03	%	0.06	%	0.07	%	0.08	%	0.07	%
Trading securities	1.77	%	1.06	%	2.12	%	1.53	%	1.88	%
Investment securities:
Taxable¹	5.97	%	5.86	%	5.83	%	5.93	%	5.89	%
Tax-exempt¹	2.42	%	2.93	%	4.12	%	4.90	%	4.87	%
Total investment securities¹	4.22	%	4.67	%	5.33	%	5.63	%	5.59	%
Available for sale securities:
Taxable¹	2.07	%	2.08	%	2.36	%	2.52	%	2.48	%
Tax-exempt¹	4.25	%	3.80	%	4.70	%	4.69	%	5.17	%
Total available for sale securities¹	2.09	%	2.10	%	2.38	%	2.54	%	2.50	%
Fair value option securities	2.05	%	1.58	%	2.27	%	2.62	%	2.79	%
Residential mortgage loans held for sale	3.35	%	3.39	%	3.48	%	3.75	%	3.90	%
Loans	4.20	%	4.33	%	4.33	%	4.58	%	4.50	%
Allowance for loan losses
Loans, net of allowance	4.28	%	4.41	%	4.42	%	4.68	%	4.61	%
Total tax-equivalent yield on earning assets¹	3.24	%	3.30	%	3.47	%	3.69	%	3.64	%

COST OF INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction	0.13	%	0.15	%	0.16	%	0.16	%	0.17	%
Savings	0.16	%	0.18	%	0.19	%	0.23	%	0.24	%
Time	1.62	%	1.80	%	1.61	%	1.63	%	1.68	%
Total interest-bearing deposits	0.46	%	0.54	%	0.53	%	0.54	%	0.55	%
Funds purchased	0.13	%	0.15	%	0.15	%	0.16	%	0.09	%
Repurchase agreements	0.07	%	0.09	%	0.10	%	0.10	%	0.09	%
Other borrowings	0.49	%	0.90	%	3.03	%	3.96	%	5.58	%
Subordinated debt	2.52	%	2.56	%	2.79	%	3.95	%	5.62	%
Total cost of interest-bearing liabilities	0.46	%	0.54	%	0.52	%	0.56	%	0.63	%
Tax-equivalent net interest revenue spread	2.78	%	2.76	%	2.95	%	3.13	%	3.01	%
Effect of noninterest-bearing funding sources and other	0.14	%	0.19	%	0.17	%	0.17	%	0.18	%
Tax-equivalent net interest margin¹	2.92	%	2.95	%	3.12	%	3.30	%	3.19	%


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
	March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012		March 31, 2012
Nonperforming assets:
Nonaccruing loans:
Commercial	$	19,861	$	24,467	$	21,762	$	34,529	$	61,750
Commercial real estate	65,175		60,626		75,761		80,214		86,475
Residential mortgage	45,426		46,608		29,267		22,727		27,462
Consumer	2,171		2,709		5,109		7,012		7,672
Total nonaccruing loans	132,633		134,410		131,899		144,482		183,359
Accruing renegotiated loans:
Guaranteed by U.S. government agencies	47,942		38,515		24,590		24,760		32,770
Other	—		—		3,402		3,655		3,994
Total accruing renegotiated loans	47,942		38,515		27,992		28,415		36,764
Real estate and other repossessed assets:
Guaranteed by U.S. government agencies	27,864		22,365		22,819		21,405		20,021
Other	74,837		81,426		81,309		84,303		95,769
Total real estate and other repossessed assets	102,701		103,791		104,128		105,708		115,790
Total nonperforming assets	$	283,276	$	276,716	$	264,019	$	278,605	$	335,913
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	207,256	$	215,347	$	216,610	$	232,440	$	283,122

Nonaccruing loans by loan portfolio sector:
Commercial:
Energy	$	2,377	$	2,460	$	3,063	$	3,087	$	336
Manufacturing	1,848		2,007		2,283		12,230		23,402
Wholesale / retail	2,239		3,077		2,007		4,175		15,388
Integrated food services	—		684		—		—		—
Services	9,474		12,090		10,099		10,123		12,890
Healthcare	2,962		3,166		3,305		3,310		7,946
Other commercial and industrial	961		983		1,005		1,604		1,788
Total commercial	19,861		24,467		21,762		34,529		61,750
Commercial real estate:
Construction and land development	23,462		26,131		38,143		46,050		52,416
Retail	8,921		8,117		6,692		7,908		6,193
Office	12,851		6,829		9,833		10,589		10,733
Multifamily	4,501		2,706		3,145		3,219		3,414
Industrial	2,198		3,968		4,064		—		—
Other commercial real estate	13,242		12,875		13,884		12,448		13,719
Total commercial real estate	65,175		60,626		75,761		80,214		86,475
Residential mortgage:
Permanent mortgage	38,153		39,863		23,717		18,136		22,822
Permanent mortgage guaranteed by U.S. government agencies	214		489		—		—		—
Home equity	7,059		6,256		5,550		4,591		4,640
Total residential mortgage	45,426		46,608		29,267		22,727		27,462
Consumer	2,171		2,709		5,109		7,012		7,672
Total nonaccruing loans	$	132,633	$	134,410	$	131,899	$	144,482	$	183,359

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

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

Nonaccruing loans by principal market¹:
Bank of Oklahoma	$	54,392		$	56,424		$	41,599			$	49,931		$	64,097
Bank of Texas	37,571			31,623			28,046				24,553			29,745
Bank of Albuquerque	12,479			13,401			13,233				13,535			15,029
Bank of Arkansas	1,008			1,132			5,958				6,865			18,066
Colorado State Bank & Trust	11,771			14,364			22,878				28,239			28,990
Bank of Arizona	15,392			17,407			20,145				21,326			27,397
Bank of Kansas City	20			59			40				33			35
Total nonaccruing loans	$	132,633		$	134,410		$	131,899			$	144,482		$	183,359

Performing loans 90 days past due²	$	4,229		$	3,925		$	1,181			$	691		$	6,140

Gross charge-offs	$	(8,909	)	$	(8,000	)	$	(8,921	)		$	(11,543	)	$	(13,674	)
Recoveries	6,557			3,723			3,204			³	6,702			5,189
Net charge-offs	$	(2,352	)	$	(4,277	)	$	(5,717	)		$	(4,841	)	$	(8,485	)

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

Allowance for loan losses to period end loans	1.70		%	1.75		%	1.98		%		2.00		%	2.11		%
Combined allowance for credit losses to period end loans	1.71		%	1.77		%	1.99		%		2.09		%	2.20		%
Nonperforming assets to period end loans and repossessed assets	2.32		%	2.23		%	2.21		%		2.38		%	2.87		%
Net charge-offs (annualized) to average loans	0.08		%	0.14		%	0.19		%	³	0.17		%	0.30		%
Allowance for loan losses to nonaccruing loans	155.29		%	160.34		%	177.22		%		160.34		%	133.19		%
Combined allowance for credit losses to nonaccruing loans	156.12		%	161.76		%	178.70		%		167.09		%	138.67		%

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 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.