BOK FINANCIAL CORP - FORM 8-K - EX-99.A - EXHIBIT

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8-K - 8-K - BOK FINANCIAL CORP	bokf-120930x8k.htm

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 $87 Million

Mortgage Banking Revenue Drives Results; Company Declares Special Dividend

TULSA, Okla. (Wednesday, October 31, 2012) - BOK Financial Corporation reported net income of $87.4 million or $1.27 per diluted share for the third quarter of 2012, compared to net income of $97.6 million or $1.43 per diluted share for the second quarter of 2012 and net income of $85.1 million or $1.24 per diluted share for the third quarter of 2011. A gain on the sale of common stock received in settlement of a defaulted loan and a negative provision for credit losses increased net income by $14 million or $0.21 per diluted share in the second quarter of 2012.

Net income for the nine months ended September 30, 2012 totaled $268.6 million or $3.92 per diluted share compared to $218.9 million or $3.19 per diluted share for the nine months ended September 30, 2011.

“BOK Financial's strong financial results for the third quarter continue to reflect the strength of our diversified revenue business model,” said President and CEO Stan Lybarger. “The prolonged low interest rate environment has enabled our mortgage banking professionals to assist a record number of customers in the purchase or refinance of their home. We experienced strong commercial loan growth and continued growth in our deposit base. We are also very pleased to welcome The Milestone Group to BOK Financial. The Milestone Group is a Denver-based registered investment adviser which provides wealth management services to high net worth clients in Colorado and Nebraska."

Highlights of third quarter of 2012 included:

•

Net interest revenue totaled $176.0 million for the third quarter of 2012 compared to $181.4 million for the second quarter of 2012. Net interest margin was 3.12% for the third quarter of 2012 and 3.30% for the second quarter of 2012. The yield on our securities portfolio continued to decline as cash flows are reinvested at lower rates. In addition, net interest revenue for the second quarter of 2012 included $2.9 million from the full recovery of a nonaccruing commercial loan. Excluding this recovery, net interest margin for the second quarter was 3.25%.


•	Fees and commissions revenue totaled $166.3 million, up $11.9 million or 8% over the second quarter of 2012. Mortgage banking revenue increased $10.7 million due to record mortgage loan production volumes and improved pricing of loans sold.


•	Operating expenses, excluding changes in the fair value of mortgage servicing rights, totaled $212.8 million, up $1.2 million or less than 1% over the previous quarter. Personnel expense increased $478 thousand. Non-personnel expense increased $725 thousand.

•

No provision for credit losses was recorded in the third quarter of 2012 compared to an $8.0 million negative provision for credit losses in the second quarter of 2012. Net charge-offs totaled $5.7 million or 0.19% of average loans on an annualized basis in the third quarter of 2012 compared to net charge-offs of $4.8 million or 0.17% of average loans on an annualized basis in the second quarter of 2012. Gross charge-offs continue to decline, down $2.6 million from the previous quarter. Third quarter recoveries were reduced by $7.1 million due to the refund of a settlement between BOK Financial and the City of Tulsa.


•	The combined allowance for credit losses totaled $236 million or 1.99% of outstanding loans at September 30, 2012 compared to $241 million or 2.09% of outstanding loans at June 30, 2012. Nonperforming assets totaled $264 million or 2.21% of outstanding loans and repossessed assets at September 30, 2012 and $279 million or 2.38% of outstanding loans and repossessed assets at June 30, 2012.


•	Outstanding loan balances were $11.8 billion at September 30, 2012, up $256 million over the prior quarter. Commercial loan balances grew by $221 million or 13% on an annualized basis over June 30, 2012. Commercial real estate loans grew by $39 million and residential mortgage loans grew by $14 million, partially offset by an $18 million decrease in consumer loans.


•	Available for sale securities grew by $1.1 billion during the third quarter to $11.5 billion at September 30, 2012. The Company increased its holdings of short-duration U.S. government guaranteed residential mortgage-backed securities during the third quarter.


•	Period end deposits totaled $19.1 billion at September 30, 2012 compared to $18.4 billion at June 30, 2012. Interest-bearing transaction accounts increased $451 million and demand deposit accounts increased $408 million, partially offset by an $86 million decrease in time deposits.

•

Tangible common equity ratio was 9.67% at September 30, 2012 and 10.07% at June 30, 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 13.21% at September 30, 2012 and 13.62% at June 30, 2012.


•	The Company paid a cash dividend of $26 million or $0.38 per common share during the third quarter of 2012. On October 30, 2012, the board of directors approved a quarterly cash dividend of $0.38 per common share payable on or about November 30, 2012 to shareholders of record as of November 16, 2012.


•	On October 30, 2012, the board of directors also approved a special cash dividend of $1.00 per common share payable on or about November 30, 2012 to shareholders of record as of November 16, 2012.

Net Interest Revenue

Net interest revenue decreased $5.3 million compared to the second quarter of 2012. Net interest margin was 3.12% for the third quarter of 2012 compared to 3.30% for the second quarter of 2012. Net interest revenue for the second quarter included $2.9 million from the full recovery of a nonaccruing commercial loan. Excluding this interest recovery, net interest margin was 3.25% for the second quarter of 2012.

The yield on average earning assets decreased 22 basis points compared to the prior quarter. The available for sale securities portfolio yield decreased 16 basis points to 2.38% due primarily to the continued reinvestment of cash flows from the portfolio at lower current rates. The loan portfolio yield decreased by 15 basis points to 4.33%, excluding the impact of the previously noted interest recovery in the second quarter. The loan yield decrease was largely due to renewals of maturing fixed-rate loans at current lower rates and narrowing credit spreads in this prolonged low interest rate environment, and a reduction in fees recognized when loans prepay. The cost of interest-bearing liabilities decreased 4 basis points from the previous quarter to 0.52%. The average rate of interest paid on subordinated debentures decreased to 2.79% in the third quarter of 2012 compared to 3.95% in the second quarter of 2012. The interest rate on $233 million of these subordinated debentures converted from a fixed interest rate of 5.75% to a floating interest rate based on LIBOR plus 0.69% during the second quarter.

Average earning assets increased $1.2 billion during the third quarter of 2012. The average balance of the available for sale securities portfolio increased $967 million over the second quarter of 2012 due primarily to growth in residential and commercial mortgage-backed securities issued by U.S. government agencies. Average outstanding loans increased $125 million due primarily to a $140 million increase in commercial loan balances. The average balance of residential mortgage loans held for sale increased $73 million over the second quarter of 2012 due to increased origination volumes.

Average deposits increased $325 million over the previous quarter. Demand deposit balances were up $440 million. Time deposit account balances decreased $63 million and interest-bearing transaction account balances decreased $60 million. In addition, average balances of borrowed funds decreased $34 million compared to the second quarter of 2012.

Fees and Commissions Revenue

Fees and commissions revenue totaled $166.3 million, up $11.9 million over the second quarter of 2012 due primarily to a $10.7 million increase in mortgage banking revenue.

Growth in mortgage banking revenue was due to record mortgage loan production volumes and improved pricing of loans sold. Residential mortgage loans funded for sale totaled $1.0 billion for the third quarter of 2012, up $205 million or 24% over the previous quarter. Refinanced mortgage loans were 61% of loans originated for sale in the third quarter of 2012 compared to 51% of the loans originated for sale in the second quarter of 2012. Growth in mortgage loan production volume was stimulated by continued low primary mortgage interest rates and government programs that encourage refinancing. In addition to growth in loans funded, outstanding mortgage loan commitments at September 30, 2012 were up $60 million or 15% over June 30, 2012. Mortgage banking revenue also increased due to improved pricing of loans sold which resulted from government actions to reduce secondary market interest rates. Average secondary market rates for the third quarter of 2012 decreased nearly 50 basis points compared to the previous quarter.

Other sources of fees and commissions revenue were up modestly over the previous quarter. Transaction card revenue increased $1.0 million due primarily to an increase in the number of transactions processed by our TransFund electronic funds transfer network and for merchant services clients. Brokerage and trading revenue was down $1.3 million. Growth in securities trading and customer hedging revenue was partially offset by decreased retail brokerage and investment banking fees. Securities trading revenue increased $2.9 million. Excluding the impact of a $2.9 million recovery of derivative contract losses from the 2008 Lehman Brothers bankruptcy during the second quarter of 2012, customer hedging revenue increased $673 thousand. Retail brokerage revenue decreased $1.4 million and investment banking revenues decreased $577 thousand. Trust fees and commissions revenue and deposit service charges and fees were largely unchanged compared to the second quarter of 2012.

Operating Expenses

Total operating expenses were $222.3 million for the third quarter of 2012 compared to $223.0 million for the second quarter of 2012. Excluding changes in the fair value of mortgage servicing rights, operating expenses totaled $212.8 million, up $1.2 million over the second quarter of 2012.

Personnel costs increased $478 thousand over the second quarter of 2012. Regular compensation expense was up $1.5 million primarily due to increases in personnel headcount. Incentive compensation expense decreased $1.3 million. Stock-based incentive compensation expense decreased $4.1 million primarily due to the timing of accruals for the BOK Financial Corporation True-Up Plan, which provides incentive compensation for certain senior executives based on earnings per share performance and compensation of comparable senior executives at peer banks. 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, increased $2.8 million.

Non-personnel expense increased $725 thousand over the second quarter of 2012. Data processing and communications expense increased $1.2 million primarily due to impairment charges on two discontinued software projects. Net losses and operating expenses on repossessed properties were down $206 thousand compared to the second quarter of 2012. All other expenses were down $291 thousand from the second quarter of 2012.

Loans, Deposits and Capital

Loans

Outstanding loans at September 30, 2012 were $11.8 billion, up $256 million over June 30, 2012. Growth in commercial, commercial real estate and residential mortgage loans was partially offset by a decrease in consumer loans.

Outstanding commercial loan balances grew by $221 million or 13% on an annualized basis over June 30, 2012. Outstanding balances were up in most geographic markets, including $115 million in Texas, $43 million in Oklahoma, $31 million in Kansas/Missouri and $22 million in Arizona. Energy sector loans increased $155 million, growing primarily in the Texas and Colorado markets. Wholesale/retail sector loans increased $119 million primarily in the Oklahoma and Texas markets. Service sector loans were down $40 million compared to June 30, 2012 primarily in the Oklahoma market and other commercial and industrial sector loans decreased $39 million primarily in the Texas market. Unfunded energy loan commitments increased $76 million during the third quarter to $2.2 billion. All other unfunded commercial loan commitments totaled $3.2 billion at September 30, 2012, up slightly from June 30, 2012.

Commercial real estate loans were up $39 million over June 30, 2012. Loans secured by multifamily residential properties increased $36 million primarily related to loans in the Texas market. Loans secured by retail facilities grew by $33 million primarily related to loans in the Oklahoma market. Loans secured by office buildings were up $22 million primarily in the Oklahoma and Texas markets. Growth in these loan classes was partially offset by a $44 million decrease in loans secured by industrial properties, primarily in the Texas and Oklahoma markets. Unfunded commercial real estate loan commitments totaled $574 million at September 30, 2012, up $40 million over June 30, 2012.

Residential mortgage loans increased $14 million over June 30, 2012. Home equity loans increased $19 million. Growth was primarily in first-lien, fully amortizing home equity loans. Non-guaranteed permanent mortgage loans decreased $6.9 million and permanent mortgage loans guaranteed by U.S. government agencies increased $1.3 million.

Consumer loans decreased $18 million from June 30, 2012, primarily due to continued runoff of indirect automobile loans related to the previously announced decision to curtail that business in favor of a customer-focused direct approach to consumer lending. Approximately $47 million of indirect automobile loans remain outstanding at September 30, 2012.

Deposits

Deposits totaled $19.1 billion at September 30, 2012 compared to $18.4 billion at June 30, 2012. Demand deposit balances increased $408 million. Interest-bearing transaction account balances increased $451 million and time deposits decreased $86 million. Among the lines of business, commercial deposits increased $623 million, wealth management deposits increased $210 million and consumer deposits increased $17 million. Commercial and industrial, treasury services, commercial real estate, energy and small business customer account balances all increased over the prior quarter. Commercial customers continue to maintain high account balances due to continued economic uncertainty and persistently low yields available on high quality investment alternatives.

The Dodd-Frank Wall Street Reform and Consumer Protection Act temporarily provided unlimited deposit insurance coverage for noninterest-bearing transaction accounts at all FDIC-insured institutions. Although an extension is currently being considered, this temporary program is set to expire on December 31, 2012. Upon expiration, noninterest-bearing transaction accounts will be insured only up to $250,000. The impact of the expiration of this temporary program is uncertain, but could result in a decrease in average demand deposit balances held by customers.

Capital

The Company and its subsidiary bank exceeded the regulatory definition of well capitalized at September 30, 2012. The Company's Tier 1 capital ratio was 13.21% at September 30, 2012 and 13.62% at June 30, 2012. The total capital ratio was 15.71% at September 30, 2012 and 16.19% at June 30, 2012. In addition, the Company's tangible common equity ratio, a non-GAAP measure, was 9.67% at September 30, 2012 and 10.07% at June 30, 2012. Unrealized securities gains added 54 basis points to the tangible common equity ratio at September 30, 2012. The decrease in Tier 1, total and tangible common equity ratios was largely due to asset growth. In each case, capital used to calculate these ratios at September 30 exceeded June 30.

In June, 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 13.01% as of September 30, 2012. Our estimated Tier 1 common equity ratio under a fully phased in Basel III framework is approximately 12.35%, nearly 535 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 decreased $15 million during the third quarter of 2012 to $264 million or 2.21% of outstanding loans and repossessed assets at September 30, 2012. Nonaccruing loans decreased $13 million and real estate and other repossessed assets decreased $1.6 million. Accruing renegotiated loans, largely consisting of residential mortgage loans guaranteed by U.S. government agencies, decreased $423 thousand.

During the third quarter of 2012, the Office of the Comptroller of the Currency issued interpretive guidance regarding accounting for and classification of retail loans to borrowers who have filed for Chapter 7 bankruptcy. This guidance states that these loans should be charged-down to collateral value and classified as nonaccruing and troubled debt restructurings, regardless of current payment status. Generally, we have been complying with this guidance by charging down such loans to collateral value within 60 days of being notified of the borrower's bankruptcy filing. Based on available information we do not expect implementation to significantly affect charge-offs or provision for credit losses. We estimate that nonaccruing loans and troubled debt restructuring may increase by $10 million to $15 million. At September 30, 2012, payments on approximately 89% of loans that may be classified as nonaccruing are current. We expect to implement this guidance in the fourth quarter.

Nonaccruing loans totaled $132 million or 1.11% of outstanding loans at September 30, 2012 and $144 million or 1.25% of outstanding loans at June 30, 2012. During the third quarter of 2012, $20 million of new nonaccruing loans were identified, offset by $18 million in payments received, $8.9 million in charge-offs and $7.0 million in foreclosures and repossessions.

Nonaccruing commercial loans decreased to $22 million or 0.30% of outstanding commercial loans at September 30, 2012 from $35 million or 0.49% of outstanding commercial loans at June 30, 2012. The decrease was due primarily to the repayment of a $9.5 million manufacturing sector loan in the Oklahoma market. The Company also received a $1.8 million partial recovery of amounts previously charged off on this loan. Nonaccruing commercial real estate loans decreased to $76 million or 3.50% of outstanding commercial real estate loans at September 30, 2012 from $80 million or 3.77% of outstanding commercial real estate loans at June 30, 2012. Nonaccruing commercial real estate loans consist primarily of land development and residential construction loans. Nonaccruing land development and residential construction loans totaled $38 million or 13.17% of all land development and construction loans at September 30, 2012, a decrease of $7.9 million from June 30, 2012.

Nonaccruing residential mortgage loans increased $6.5 million during the third quarter of 2012 to $29 million or 1.45% of outstanding residential mortgage loans. 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 $21 million at September 30, 2012 and $17 million at June 30, 2012.

The combined allowance for credit losses totaled $236 million or 1.99% of outstanding loans and

178.70% of nonaccruing loans at September 30, 2012. The allowance for loan losses was $234 million and the accrual for off-balance sheet credit losses was $1.9 million. Gross charge-offs continue to decrease, totaling $8.9 million for the third quarter, compared to $11.5 million for the previous quarter. Recoveries of $10.3 million during the third quarter were partially offset by the return of $7.1 million received from the City of Tulsa in 2008 to settle claims related to a defaulted loan. The settlement agreement between BOK Financial and the City of Tulsa was invalidated by the Oklahoma Supreme Court in 2011. Recoveries totaled $6.7 million for the second quarter of 2012. Net charge-offs totaled $5.7 million or 0.19% on an annualized basis for the third quarter of 2012 compared with net charge-offs of $4.8 million or 0.17% on an annualized basis for the second quarter of 2012.

After evaluating all credit factors, no provision for credit losses was necessary during the third quarter of 2012. The previously noted recovery refund was expected and had been accrued in prior periods. Net recoveries recorded during the quarter offset an increase in required reserves due to loan portfolio growth. Credit quality indicators and most economic factors are stable or improving in our primary markets.

Real estate and other repossessed assets totaled $104 million at September 30, 2012, primarily consisting of $40 million of 1-4 family residential properties (including $23 million guaranteed by U.S. government agencies), $29 million of developed commercial real estate properties, $21 million of undeveloped land and $12 million of residential land and land development properties. The distribution of real estate owned and other repossessed assets among various markets included $29 million attributed to Arizona, $20 million attributed to New Mexico, $19 million attributed to Texas and $14 million attributed to Oklahoma. Real estate and other repossessed assets decreased by $1.6 million during the third quarter of 2012. Additions of $41 million were partially offset by $38 million of sales. Additions included $23 million and sales included $21 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 $3.6 million.

The Company also has off-balance sheet credit risk related to residential mortgage loans sold prior to 2008 to U.S. government agencies under various community development programs with full recourse for the life of the loans. The outstanding principal balance of these loans decreased to $238 million at September 30, 2012 from $241 million at June 30, 2012. The loans are primarily to borrowers in our market areas, including $167 million in Oklahoma. At September 30, 2012, approximately 5% of these loans are nonperforming and 6% were past due 30 to 89 days. A separate accrual for credit risk of $18 million is available to absorb losses on these loans.

Securities and Derivatives

The fair value of the available for sale securities portfolio totaled $11.5 billion at September 30, 2012 and $10.4 billion at June 30, 2012. The increase came primarily in short-duration U.S. government agency residential mortgage-backed securities and U.S. government agency commercial mortgage-backed securities. At September 30, 2012, the available for sale portfolio consisted primarily of $10.7 billion of residential mortgage-backed securities fully backed by U.S. government agencies, $339 million of commercial mortgage-backed securities fully backed by U.S. government agencies, and $332 million privately issued by publicly owned financial institutions. Privately issued mortgage-backed securities included $208 million backed by Jumbo-A residential mortgage loans and $124 million backed by Alt-A residential mortgage loans. Net unamortized premiums are less than 1% of the securities portfolio amortized cost.

Net unrealized gains on available for sale securities totaled $281 million at September 30, 2012 and $242 million at June 30, 2012. Net unrealized gains on residential mortgage-backed securities issued by U.S.

government agencies increased $2.0 million during the second quarter to $274 million at September 30, 2012. Net unrealized losses on privately issued residential mortgage-backed securities totaled $5.3 million at September 30, 2012 and $36 million at June 30, 2012.

The amortized cost of privately issued residential mortgage-backed securities totaled $337 million at September 30, 2012, down $17 million since June 30, 2012. All of these securities are rated below investment grade by at least one nationally-recognized rating agency. The amortized cost of these securities was reduced during the third quarter of 2012 by $16 million of cash payments received and $1.1 million of credit-related impairment charges during the quarter.

In the third quarter of 2012, the Company recognized net gains of $8.0 million from sales of $209 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 available for sale securities totaled $20.5 million in the second quarter of 2012 and included a gain of $14.2 million from the sale of $26 million of stock received in settlement of a defaulted loan.

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. Residential mortgage interest rates decreased during the third quarter of 2012, causing prepayment speeds to increase and the value of our mortgage servicing rights to decrease by $9.6 million. This decrease was partially offset by a $6.1 million increase 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. 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 September 30, 2012 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, 2012			June 30, 2012			September 30, 2011
ASSETS
Cash and due from banks	$	596,590		$	628,092		$	953,688
Funds sold and resell agreements	18,904			11,171			19,193
Trading securities	204,242			149,317			109,659
Investment securities	432,114			412,479			452,652
Available for sale securities	11,506,434			10,395,415			9,619,631
Fair value option securities	331,887			325,177			672,191
Residential mortgage loans held for sale	325,102			259,174			256,397
Loans:
Commercial	7,273,217			7,052,544			6,421,602
Commercial real estate	2,165,526			2,126,214			2,272,833
Residential mortgage	2,018,980			2,005,097			1,949,901
Consumer	374,644			392,576			480,233
Total loans	11,832,367			11,576,431			11,124,569
Less allowance for loan losses	(233,756		)	(231,669		)	(271,456		)
Loans, net of allowance	11,598,611			11,344,762			10,853,113
Premises and equipment, net	259,195			261,508			264,325
Receivables	116,243			121,944			111,427
Goodwill	358,962			335,601			335,601
Intangible assets, net	33,196			9,098			11,115
Mortgage servicing rights, net	89,653			91,783			87,948
Real estate and other repossessed assets	104,128			105,708			127,943
Bankers' acceptances	1,605			2,873			211
Derivative contracts	435,653			366,204			370,616
Cash surrender value of bank-owned life insurance	271,830			269,093			260,506
Receivable on unsettled securities sales	32,480			32,876			172,641
Other assets	400,812			453,771			387,408
TOTAL ASSETS	$	27,117,641		$	25,576,046		$	25,066,265



LIABILITIES AND EQUITY
Deposits:
Demand	$	6,848,401	$	6,440,375	$	5,414,284
Interest-bearing transaction	9,002,567		8,551,874		9,252,837
Savings	269,573		261,998		217,431
Time	3,022,326		3,107,950		3,554,470
Total deposits	19,142,867		18,362,197		18,439,022
Funds purchased	1,680,626		1,453,750		1,318,668
Repurchase agreements	1,109,696		1,136,948		1,206,793
Other borrowings	639,254		58,056		80,276
Subordinated debentures	347,592		353,378		398,834
Accrued interest, taxes, and expense	182,410		140,434		155,188
Bankers' acceptances	1,605		2,873		211
Due on unsettled securities purchases	556,998		603,800		218,097
Derivative contracts	254,422		370,053		341,822
Other liabilities	189,696		171,836		139,804
TOTAL LIABILITIES	24,105,166		22,653,325		22,298,715
Shareholders' equity:
Capital, surplus and retained earnings	2,813,264		2,746,744		2,569,021
Accumulated other comprehensive income	162,393		139,190		163,571
TOTAL SHAREHOLDERS' EQUITY	2,975,657		2,885,934		2,732,592
Non-controlling interest	36,818		36,787		34,958
TOTAL EQUITY	3,012,475		2,922,721		2,767,550
TOTAL LIABILITIES AND EQUITY	$	27,117,641	$	25,576,046	$	25,066,265

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

	Three Months Ended
	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
ASSETS
Funds sold and resell agreements	$	17,837		$	19,187		$	11,385		$	12,035		$	12,344
Trading securities	132,213			143,770			95,293			97,972			88,576
Investment securities	408,646			416,284			430,890			443,326			329,627
Available for sale securities	11,058,055			10,091,279			9,947,227			9,914,523			9,656,592
Fair value option securities	336,160			335,965			555,233			660,025			594,629
Residential mortgage loans held for sale	264,024			191,311			182,372			201,242			156,621
Loans:
Commercial	7,216,232			7,075,871			6,882,277			6,502,981			6,329,136
Commercial real estate	2,148,559			2,133,247			2,198,832			2,256,153			2,208,757
Residential mortgage	2,003,162			2,011,729			1,944,462			1,949,929			1,868,627
Consumer	371,709			393,875			411,240			443,252			466,285
Total loans	11,739,662			11,614,722			11,436,811			11,152,315			10,872,805
Less allowance for loan losses	(231,177		)	(242,605		)	(252,538		)	(266,473		)	(285,570		)
Total loans, net	11,508,485			11,372,117			11,184,273			10,885,842			10,587,235
Total earning assets	23,725,420			22,569,913			22,406,673			22,214,965			21,425,624
Cash and due from banks	746,364			748,811			908,628			1,234,312			1,045,450
Cash surrender value of bank-owned life insurance	270,084			267,246			264,354			261,496			260,505
Derivative contracts	291,965			371,690			311,178			247,411			228,466
Other assets	1,554,339			1,580,857			1,625,750			1,679,256			1,661,693
TOTAL ASSETS	$	26,588,172		$	25,538,517		$	25,516,583		$	25,637,440		$	24,621,738

LIABILITIES AND EQUITY
Deposits:
Demand	$	6,718,572		$	6,278,342		$	5,847,682		$	5,588,596		$	5,086,538
Interest-bearing transaction	8,719,648			8,779,659			9,319,978			9,276,608			9,310,046
Savings	267,498			259,386			241,442			220,236			214,979
Time	3,068,870			3,132,220			3,246,362			3,485,059			3,617,731
Total deposits	18,774,588			18,449,607			18,655,464			18,570,499			18,229,294
Funds purchased	1,678,006			1,740,354			1,337,614			1,197,154			994,099
Repurchase agreements	1,112,847			1,095,298			1,183,778			1,189,861			1,128,275
Other borrowings	97,003			86,667			72,911			88,489			128,288
Subordinated debentures	352,432			357,609			397,440			398,858			398,812
Derivative contracts	247,148			302,329			207,864			180,623			187,515
Other liabilities	1,379,495			637,920			826,279			1,241,469			817,049
TOTAL LIABILITIES	23,641,519			22,669,784			22,681,350			22,866,953			21,883,332
Total equity	2,946,653			2,868,733			2,835,233			2,770,487			2,738,406
TOTAL LIABILITIES AND EQUITY	$	26,588,172		$	25,538,517		$	25,516,583		$	25,637,440		$	24,621,738

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

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011

Interest revenue	$	196,071		$	205,749		$	597,334		$	613,555
Interest expense	20,044			30,365			66,377			93,531
Net interest revenue	176,027			175,384			530,957			520,024
Provision for credit losses	—			—			(8,000		)	8,950
Net interest revenue after provision for credit losses	176,027			175,384			538,957			511,074
Other operating revenue:
Brokerage and trading revenue	31,261			29,451			94,972			78,552
Transaction card revenue	27,788			31,328			79,976			90,797
Trust fees and commissions	19,654			17,853			58,023			55,425
Deposit service charges and fees	25,148			24,614			74,743			70,951
Mortgage banking revenue	50,266			29,493			122,892			66,205
Bank-owned life insurance	2,707			2,761			8,416			8,496
Other revenue	9,476			10,535			26,062			26,709
Total fees and commissions	166,300			146,035			465,084			397,135
Gain (loss) on other assets, net	125			351			(341		)	2,474
Gain on derivatives, net	464			4,048			336			2,860
Gain on fair value option securities, net	6,192			17,788			11,311			24,191
Gain on available for sale securities, net	7,967			16,694			32,779			27,064
Total other-than-temporary impairment losses	—			(9,467		)	(640		)	(9,541		)
Portion of loss recognized in (reclassified from) other comprehensive income	(1,104		)	(1,833		)	(5,044		)	(11,182		)
Net impairment losses recognized in earnings	(1,104		)	(11,300		)	(5,684		)	(20,723		)
Total other operating revenue	179,944			173,616			503,485			433,001
Other operating expense:
Personnel	122,775			103,260			359,841			308,857
Business promotion	6,054			5,280			17,188			14,681
Contribution to BOKF Charitable Foundation	—			4,000			—			4,000
Professional fees and services	7,991			7,418			23,933			21,134
Net occupancy and equipment	16,914			16,627			49,843			47,785
Insurance	3,690			2,206			11,567			13,163
Data processing and communications	26,486			24,446			73,894			71,377
Printing, postage and supplies	3,611			3,780			10,825			10,448
Net losses and operating expenses of repossessed assets	5,706			5,939			13,863			17,813
Amortization of intangible assets	742			896			1,862			2,688
Mortgage banking costs	11,566			9,349			30,312			24,788
Change in fair value of mortgage servicing rights	9,576			24,822			13,899			35,186
Other expense	7,229			12,512			20,460			29,120
Total other operating expense	222,340			220,535			627,487			601,040

Net income before taxes	133,631			128,465			414,955			343,035
Federal and state income taxes	45,778			43,006			144,447			121,115

Net income	87,853			85,459			270,508			221,920
Net income attributable to non-controlling interest	471			358			1,882			3,038
Net income attributable to BOK Financial Corporation shareholders	$	87,382		$	85,101		$	268,626		$	218,882

Average shares outstanding:
Basic	67,966,700			67,827,591			67,704,343			67,875,875
Diluted	68,334,989			68,037,419			67,981,558			68,127,754

Net income per share:
Basic	$	1.28		$	1.24		$	3.94		$	3.20
Diluted	$	1.27		$	1.24		$	3.92		$	3.19

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

	Three Months Ended
	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
Capital:
Period-end shareholders' equity	$	2,975,657		$	2,885,934		$	2,834,419		$	2,750,468		$	2,732,592
Risk weighted assets	$	18,448,854		$	17,758,118		$	17,993,379		$	17,291,105		$	17,106,533
Risk-based capital ratios:
Tier 1	13.21		%	13.62		%	13.03		%	13.27		%	13.14		%
Total capital	15.71		%	16.19		%	16.16		%	16.49		%	16.54		%
Leverage ratio	9.34		%	9.64		%	9.35		%	9.15		%	9.37		%
Tangible common equity ratio¹	9.67		%	10.07		%	9.75		%	9.56		%	9.65		%
Tier 1 common equity ratio²	13.01		%	13.41		%	12.83		%	13.06		%	12.93		%

Common stock:
Book value per share	$	43.62		$	42.35		$	41.61		$	40.36		$	40.18
Market value per share:
High	$	59.47		$	58.12		$	59.02		$	55.90		$	55.81
Low	$	55.63		$	53.34		$	52.56		$	45.68		$	44.00
Cash dividends paid	$	25,912		$	25,904		$	22,571		$	22,451		$	18,836
Dividend payout ratio	29.65		%	26.53		%	26.99		%	33.51		%	22.13		%
Shares outstanding, net	68,215,354			68,144,159			68,116,893			68,153,044			68,006,390
Stock buy-back program:
Shares repurchased	—			39,496			345,300			69,581			492,444
Amount	$	—		$	2,125		$	18,432		$	3,579		$	22,866
Average price per share	$	—		$	53.81		$	53.38		$	51.44		$	46.43

Performance ratios (quarter annualized):
Return on average assets	1.31		%	1.54		%	1.32		%	1.04		%	1.37		%
Return on average equity	11.80		%	13.69		%	11.86		%	9.59		%	12.33		%
Net interest margin	3.12		%	3.30		%	3.19		%	3.20		%	3.34		%
Efficiency ratio	61.12		%	62.45		%	59.77		%	69.73		%	60.13		%

Reconciliation of non-GAAP measures:
¹ Tangible common equity ratio:
Total shareholders' equity	$	2,975,657		$	2,885,934		$	2,834,419		$	2,750,468		$	2,732,592
Less: Goodwill and intangible assets, net	(392,158		)	(344,699		)	(345,246		)	(345,820		)	(346,716		)
Tangible common equity	$	2,583,499		$	2,541,235		$	2,489,173		$	2,404,648		$	2,385,876

Total assets	$	27,117,641		$	25,576,046		$	25,884,173		$	25,493,946		$	25,066,265
Less: Goodwill and intangible assets, net	(392,158		)	(344,699		)	(345,246		)	(345,820		)	(346,716		)
Tangible assets	$	26,725,483		$	25,231,347		$	25,538,927		$	25,148,126		$	24,719,549

Tangible common equity ratio	9.67		%	10.07		%	9.75		%	9.56		%	9.65		%

² Tier 1 common equity ratio:
Tier 1 capital	$	2,436,791		$	2,418,985		$	2,344,779		$	2,295,061		$	2,247,576
Less: Non-controlling interest	(36,818		)	(36,787		)	(35,982		)	(36,184		)	(34,958		)
Tier 1 common equity	$	2,399,973		$	2,382,198		$	2,308,797		$	2,258,877		$	2,212,618

Risk weighted assets	$	18,448,854		$	17,758,118		$	17,993,379		$	17,291,105		$	17,106,533

Tier 1 common equity ratio	13.01		%	13.41		%	12.83		%	13.06		%	12.93		%

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

	Three Months Ended
	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
Other data:
Trust assets	$	37,721,780		$	35,748,719		$	35,650,798		$	34,398,796		$	31,750,636
Mortgage servicing portfolio	$	11,756,350		$	11,564,643		$	11,378,806		$	11,300,986		$	11,249,503
Mortgage loans funded for sale	$	1,046,608		$	841,959		$	746,241		$	753,215		$	637,127
Mortgage loan refinances to total fundings	61		%	51		%	67		%	66		%	54		%
Tax equivalent adjustment	$	2,509		$	2,252		$	2,094		$	2,274		$	2,233
Net unrealized gain on available for sale securities	$	281,455		$	242,253		$	201,340		$	222,160		$	278,616

Gain (loss) on mortgage servicing rights, net of economic hedge:
Gain (loss) on mortgage hedge derivative contracts	$	645		$	2,623		$	(2,445	)	$	121		$	4,048
Gain (loss) on mortgage trading securities	5,455			6,908			(2,393		)	222			17,788
Gain (loss) on economic hedge of mortgage servicing rights	6,100			9,531			(4,838		)	343			21,836
Gain (loss) on changes in fair value of mortgage servicing rights	(9,576		)	(11,450		)	7,127			(5,261		)	(24,822		)
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges	$	(3,476	)	$	(1,919	)	$	2,289		$	(4,918	)	$	(2,986	)

Net interest revenue on mortgage trading securities	$	1,750		$	2,148		$	3,165		$	4,436		$	5,036

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

	Three Months Ended
	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
Interest revenue	$	196,071		$	203,055		$	198,208		$	198,040		$	205,749
Interest expense	20,044			21,694			24,639			26,570			30,365
Net interest revenue	176,027			181,361			173,569			171,470			175,384
Provision for credit losses	—			(8,000		)	—			(15,000		)	—
Net interest revenue after provision for credit losses	176,027			189,361			173,569			186,470			175,384
Other operating revenue:
Brokerage and trading revenue	31,261			32,600			31,111			25,629			29,451
Transaction card revenue	27,788			26,758			25,430			25,960			31,328
Trust fees and commissions	19,654			19,931			18,438			17,865			17,853
Deposit service charges and fees	25,148			25,216			24,379			24,921			24,614
Mortgage banking revenue	50,266			39,548			33,078			25,438			29,493
Bank-owned life insurance	2,707			2,838			2,871			2,784			2,761
Other revenue	9,476			7,559			9,027			9,189			10,535
Total fees and commissions	166,300			154,450			144,334			131,786			146,035
Gain (loss) on other assets, net	125			2,990			(3,456		)	1,682			351
Gain (loss) on derivatives, net	464			2,345			(2,473		)	(174		)	4,048
Gain (loss) on fair value option securities, net	6,192			6,852			(1,733		)	222			17,788
Gain on available for sale securities, net	7,967			20,481			4,331			7,080			16,694
Total other-than-temporary impairment losses	—			(135		)	(505		)	(1,037		)	(9,467		)
Portion of loss recognized in (reclassified from) other comprehensive income	(1,104		)	(723		)	(3,217		)	(1,747		)	(1,833		)
Net impairment losses recognized in earnings	(1,104		)	(858		)	(3,722		)	(2,784		)	(11,300		)
Total other operating revenue	179,944			186,260			137,281			137,812			173,616
Other operating expense:
Personnel	122,775			122,297			114,769			121,129			103,260
Business promotion	6,054			6,746			4,388			5,868			5,280
Contribution to BOKF Charitable Foundation	—			—			—			—			4,000
Professional fees and services	7,991			8,343			7,599			7,664			7,418
Net occupancy and equipment	16,914			16,906			16,023			16,826			16,627
Insurance	3,690			4,011			3,866			3,636			2,206
Data processing and communications	26,486			25,264			22,144			26,599			24,446
Printing, postage and supplies	3,611			3,903			3,311			3,637			3,780
Net losses and operating expenses of repossessed assets	5,706			5,912			2,245			6,180			5,939
Amortization of intangible assets	742			545			575			895			896
Mortgage banking costs	11,566			11,173			7,573			10,154			9,349
Change in fair value of mortgage servicing rights	9,576			11,450			(7,127		)	5,261			24,822
Other expense	7,229			6,461			6,770			11,133			12,512
Total other operating expense	222,340			223,011			182,136			218,982			220,535
Net income before taxes	133,631			152,610			128,714			105,300			128,465
Federal and state income taxes	45,778			53,149			45,520			37,396			43,006
Net income	87,853			99,461			83,194			67,904			85,459
Net income (loss) attributable to non-controlling interest	471			1,833			(422		)	911			358
Net income attributable to BOK Financial Corporation shareholders	$	87,382		$	97,628		$	83,616		$	66,993		$	85,101

Average shares outstanding:
Basic	67,966,700			67,472,665			67,665,300			67,526,009			67,827,591
Diluted	68,334,989			67,744,828			67,941,895			67,774,721			68,037,419
Net income per share:
Basic	$	1.28		$	1.43		$	1.22		$	0.98		$	1.24
Diluted	$	1.27		$	1.43		$	1.22		$	0.98		$	1.24

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

	Three Months Ended
	September 30, 2012		June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011

Bank of Oklahoma:
Commercial	$	3,141,217	$	3,098,651	$	3,107,726	$	2,826,649	$	2,865,740
Commercial real estate	639,156		644,761		631,891		607,030		615,848
Residential mortgage	1,477,583		1,460,173		1,426,827		1,411,560		1,378,519
Consumer	200,217		205,436		215,693		235,909		250,048
Total Bank of Oklahoma	5,458,173		5,409,021		5,382,137		5,081,148		5,110,155

Bank of Texas:
Commercial	2,529,473		2,414,824		2,354,593		2,249,888		2,116,377
Commercial real estate	712,895		678,745		802,979		830,642		759,574
Residential mortgage	266,791		268,639		262,556		268,053		276,721
Consumer	108,854		115,602		124,692		126,570		133,454
Total Bank of Texas	3,618,013		3,477,810		3,544,820		3,475,153		3,286,126

Bank of Albuquerque:
Commercial	267,469		262,144		273,284		258,668		279,319
Commercial real estate	294,731		285,871		282,834		303,500		302,980
Residential mortgage	117,783		113,987		106,754		104,695		99,191
Consumer	15,883		15,828		18,378		19,369		19,393
Total Bank of Albuquerque	695,866		677,830		681,250		686,232		700,883

Bank of Arkansas:
Commercial	48,097		49,305		64,595		76,199		80,304
Commercial real estate	119,305		119,895		139,670		136,170		134,028
Residential mortgage	12,408		12,513		14,557		15,772		15,793
Consumer	19,720		24,270		28,783		35,911		44,445
Total Bank of Arkansas	199,530		205,983		247,605		264,052		274,570

Colorado State Bank & Trust:
Commercial	616,321		610,384		541,280		544,020		495,429
Commercial real estate	145,077		149,541		144,757		156,013		189,948
Residential mortgage	57,637		60,893		61,329		64,627		66,491
Consumer	19,028		20,612		19,790		21,598		22,183
Total Colorado State Bank & Trust	838,063		841,430		767,156		786,258		774,051

Bank of Arizona:
Commercial	300,557		278,119		269,099		271,914		269,381
Commercial real estate	186,553		181,513		180,830		198,160		227,085
Residential mortgage	65,234		67,822		76,699		89,315		92,293
Consumer	6,150		6,227		5,381		5,633		6,670
Total Bank of Arizona	558,494		533,681		532,009		565,022		595,429

Bank of Kansas City:
Commercial	370,083		339,117		348,515		327,732		315,052
Commercial real estate	67,809		65,888		50,722		59,788		43,370
Residential mortgage	21,544		21,070		19,650		20,505		20,893
Consumer	4,792		4,601		3,580		3,853		4,040
Total Bank of Kansas City	464,228		430,676		422,467		411,878		383,355

TOTAL BOK FINANCIAL	$	11,832,367	$	11,576,431	$	11,577,444	$	11,269,743	$	11,124,569

Loans attributed to a geographical region may not always represent the location of the borrower or the collateral. The previous periods have been reclassified to conform to the current period loan classification and market attribution.

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

	Three Months Ended
	September 30, 2012		June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011
Bank of Oklahoma:
Demand	$	3,734,900	$	3,499,834	$	3,445,424	$	3,223,201	$	2,953,410
Interest-bearing:
Transaction	5,496,724		5,412,002		5,889,625		6,050,986		6,038,770
Savings	155,277		150,353		148,556		126,763		122,829
Time	1,274,336		1,354,148		1,370,868		1,450,571		1,489,486
Total interest-bearing	6,926,337		6,916,503		7,409,049		7,628,320		7,651,085
Total Bank of Oklahoma	10,661,237		10,416,337		10,854,473		10,851,521		10,604,495
Bank of Texas:
Demand	1,983,678		1,966,465		1,876,133		1,808,491		1,710,315
Interest-bearing:
Transaction	1,782,296		1,813,209		1,734,655		1,940,819		1,820,116
Savings	52,561		51,114		50,331		45,872		42,272
Time	789,725		772,809		789,860		867,664		938,200
Total interest-bearing	2,624,582		2,637,132		2,574,846		2,854,355		2,800,588
Total Bank of Texas	4,608,260		4,603,597		4,450,979		4,662,846		4,510,903
Bank of Albuquerque:
Demand	416,796		357,367		333,707		319,269		325,612
Interest-bearing:
Transaction	526,029		506,165		503,015		491,068		480,816
Savings	31,940		31,215		32,688		27,487		26,127
Time	375,611		383,350		392,234		410,722		431,436
Total interest-bearing	933,580		920,730		927,937		929,277		938,379
Total Bank of Albuquerque	1,350,376		1,278,097		1,261,644		1,248,546		1,263,991
Bank of Arkansas:
Demand	29,254		16,921		22,843		18,513		21,809
Interest-bearing:
Transaction	168,827		172,829		151,708		131,181		181,486
Savings	2,246		2,220		2,358		1,727		1,735
Time	45,719		48,517		54,157		61,329		74,163
Total interest-bearing	216,792		223,566		208,223		194,237		257,384
Total Bank of Arkansas	246,046		240,487		231,066		212,750		279,193
Colorado State Bank & Trust:
Demand	330,641		301,646		311,057		272,565		217,394
Interest-bearing:
Transaction	627,015		465,276		476,718		511,993		520,743
Savings	24,689		24,202		23,409		22,771		22,599
Time	476,564		491,280		498,124		523,969		547,481
Total interest-bearing	1,128,268		980,758		998,251		1,058,733		1,090,823
Total Colorado State Bank & Trust	1,458,909		1,282,404		1,309,308		1,331,298		1,308,217
Bank of Arizona:
Demand	151,738		137,313		131,539		106,741		138,971
Interest-bearing:
Transaction	298,048		113,310		95,010		104,961		101,933
Savings	2,201		2,313		1,772		1,192		1,366
Time	33,169		31,539		34,199		37,641		40,007
Total interest-bearing	333,418		147,162		130,981		143,794		143,306
Total Bank of Arizona	485,156		284,475		262,520		250,535		282,277
Bank of Kansas City:
Demand	201,393		160,829		68,469		51,004		46,773
Interest-bearing:
Transaction	103,628		69,083		57,666		123,449		108,973
Savings	660		581		505		545		503
Time	27,202		26,307		26,657		30,086		33,697
Total interest-bearing	131,490		95,971		84,828		154,080		143,173
Total Bank of Kansas City	332,883		256,800		153,297		205,084		189,946

TOTAL BOK FINANCIAL	$	19,142,867	$	18,362,197	$	18,523,287	$	18,762,580	$	18,439,022

NET INTEREST MARGIN TREND -- UNAUDITED BOK FINANCIAL CORPORATION

	Three Months Ended
	September 30, 2012		June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011

TAX-EQUIVALENT ASSETS YIELDS
Funds sold and resell agreements	0.07	%	0.08	%	0.07	%	0.10	%	0.16	%
Trading securities	2.12	%	1.53	%	1.88	%	2.79	%	2.85	%
Investment securities:
Taxable¹	5.83	%	5.93	%	5.89	%	5.91	%	5.63	%
Tax-exempt¹	4.12	%	4.90	%	4.87	%	4.81	%	4.94	%
Total investment securities¹	5.33	%	5.63	%	5.59	%	5.59	%	5.35	%
Available for sale securities:
Taxable¹	2.36	%	2.52	%	2.48	%	2.36	%	2.82	%
Tax-exempt¹	4.70	%	4.69	%	5.17	%	5.14	%	4.92	%
Total available for sale securities¹	2.38	%	2.54	%	2.50	%	2.38	%	2.83	%
Fair value option securities	2.27	%	2.62	%	2.79	%	2.98	%	3.66	%
Residential mortgage loans held for sale	3.48	%	3.75	%	3.90	%	4.01	%	4.09	%
Loans	4.33	%	4.58	%	4.50	%	4.65	%	4.71	%
Less allowance for loan losses	—	%	—	%	—	%	—	%	—	%
Loans, net of allowance	4.42	%	4.68	%	4.61	%	4.76	%	4.84	%
Total tax-equivalent yield on earning assets¹	3.47	%	3.69	%	3.64	%	3.69	%	3.91	%

COST OF INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction	0.16	%	0.16	%	0.17	%	0.18	%	0.23	%
Savings	0.19	%	0.23	%	0.24	%	0.26	%	0.34	%
Time	1.61	%	1.63	%	1.68	%	1.70	%	1.84	%
Total interest-bearing deposits	0.53	%	0.54	%	0.55	%	0.59	%	0.68	%
Funds purchased	0.15	%	0.16	%	0.09	%	0.06	%	0.05	%
Repurchase agreements	0.10	%	0.10	%	0.09	%	0.13	%	0.17	%
Other borrowings	3.03	%	3.96	%	5.58	%	4.75	%	5.26	%
Subordinated debt	2.79	%	3.95	%	5.62	%	5.61	%	5.60	%
Total cost of interest-bearing liabilities	0.52	%	0.56	%	0.63	%	0.66	%	0.76	%
Tax-equivalent net interest revenue spread	2.95	%	3.13	%	3.01	%	3.03	%	3.15	%
Effect of noninterest-bearing funding sources and other	0.17	%	0.17	%	0.18	%	0.17	%	0.19	%
Tax-equivalent net interest margin¹	3.12	%	3.30	%	3.19	%	3.20	%	3.34	%


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)

	Quarter Ended
	September 30, 2012		June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011
Nonperforming assets:
Nonaccruing loans:
Commercial	$	21,762	$	34,529	$	61,750	$	68,811	$	83,736
Commercial real estate	75,761		80,214		86,475		99,193		110,048
Residential mortgage	29,267		22,727		27,462		29,767		31,731
Consumer	5,109		7,012		7,672		3,515		3,960
Total nonaccruing loans	131,899		144,482		183,359		201,286		229,475
Renegotiated loans¹	27,992		28,415		36,764		32,893		30,477
Real estate and other repossessed assets	104,128		105,708		115,790		122,753		127,943
Total nonperforming assets	$	264,019	$	278,605	$	335,913	$	356,932	$	387,895

Nonaccruing loans by principal market:
Oklahoma	$	41,599	$	49,931	$	64,097	$	65,261	$	73,794
Texas	28,046		24,553		29,745		28,083		29,783
New Mexico	13,233		13,535		15,029		15,297		17,242
Arkansas	5,958		6,865		18,066		23,450		26,831
Colorado	22,878		28,239		28,990		33,522		36,854
Arizona	20,145		21,326		27,397		35,673		44,929
Kansas / Missouri	40		33		35		—		42
Total nonaccruing loans	$	131,899	$	144,482	$	183,359	$	201,286	$	229,475

Nonaccruing loans by loan portfolio sector:
Commercial:
Energy	$	3,063	$	3,087	$	336	$	336	$	3,900
Manufacturing	2,283		12,230		23,402		23,051		27,691
Wholesale / retail	2,007		4,175		15,388		21,180		27,088
Integrated food services	—		—		—		—		—
Services	10,099		10,123		12,890		16,968		18,181
Healthcare	3,305		3,310		7,946		5,486		5,715
Other commercial and industrial	1,005		1,604		1,788		1,790		1,161
Total commercial	21,762		34,529		61,750		68,811		83,736
Commercial real estate:
Construction and land development	38,143		46,050		52,416		61,874		72,207
Retail	6,692		7,908		6,193		6,863		6,492
Office	9,833		10,589		10,733		11,457		11,967
Multifamily	3,145		3,219		3,414		3,513		4,036
Industrial	4,064		—		—		—		—
Other commercial real estate	13,884		12,448		13,719		15,486		15,346
Total commercial real estate	75,761		80,214		86,475		99,193		110,048
Residential mortgage:
Permanent mortgage	23,717		18,136		22,822		25,366		27,486
Home equity	5,550		4,591		4,640		4,401		4,245
Total residential mortgage	29,267		22,727		27,462		29,767		31,731
Consumer	5,109		7,012		7,672		3,515		3,960
Total nonaccruing loans	$	131,899	$	144,482	$	183,359	$	201,286	$	229,475

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

	Quarter Ended
	September 30, 2012				June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
Performing loans 90 days past due²	$	1,181			$	691		$	6,140		$	2,496		$	1,401

Gross charge-offs	$	8,921			$	11,543		$	13,674		$	14,771		$	14,023
Recoveries	3,204			³	6,702			5,189			5,311			3,869
Net charge-offs	$	5,717			$	4,841		$	8,485		$	9,460		$	10,154

Provision for (reduction of) allowances for credit losses	$	—			$	(8,000	)	$	—		$	(15,000	)	$	—

Allowance for loan losses to period end loans	1.98		%		2.00		%	2.11		%	2.25		%	2.44		%
Combined allowance for credit losses to period end loans	1.99		%		2.09		%	2.20		%	2.33		%	2.58		%
Nonperforming assets to period end loans and repossessed assets	2.21		%		2.38		%	2.87		%	3.13		%	3.45		%
Net charge-offs (annualized) to average loans	0.19		%	³	0.17		%	0.30		%	0.34		%	0.37		%
Allowance for loan losses to nonaccruing loans	177.22		%		160.34		%	133.19		%	125.93		%	118.29		%
Combined allowance for credit losses to nonaccruing loans	178.70		%		167.09		%	138.67		%	130.53		%	125.16		%

¹ Includes residential mortgage loans guaranteed by agencies of the U.S. government. These loans have been modified to extend payment terms and/or reduce interest rates to current market.	$	24,590			$	24,760		$	32,770		$	28,974		$	26,670

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.

BOK FINANCIAL CORP - FORM 8-K - EX-99.A - EXHIBIT - October 31, 2012

Attached files