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

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8-K - 8-K - BOK FINANCIAL CORP	bokf-20140630x8xk.htm

Exhibit 99 (a)

NASD: BOKF

For Further Information Contact:

Joseph Crivelli Andrea Myers

Investor Relations Corporate Communications

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

BOK Financial Reports Quarterly Earnings of $76 Million

Strong Diversified Fee Revenue Growth Drives Results

TULSA, Okla. (Wednesday, July 30, 2014) - BOK Financial Corporation reported net income of $75.9 million or $1.10 per diluted share for the second quarter of 2014. Net income was $76.6 million or $1.11 per diluted share for the first quarter of 2014 and $79.9 million or $1.16 per diluted share for the second quarter of 2013.

Steven G. Bradshaw, President and Chief Executive Officer of BOK Financial Corporation, stated “BOK Financial delivered improved results across the organization in the second quarter. Loan growth exceeded expectations, and each of our fee-generating businesses delivered very strong sequential revenue growth. The quarter’s results reflect the earnings power inherent in our diversified business model, as several lines of business grew this quarter, including energy lending, brokerage and trading, and mortgage banking. We are very excited about the bank’s performance in Q2, and we believe our businesses are well-positioned for continued growth for the balance of 2014.”

Highlights of second quarter of 2014 included:


•	Net interest revenue totaled $166.1 million for the second quarter of 2014, up $3.5 million over the first quarter of 2014. Net interest margin was 2.75% for the second quarter of 2014 and 2.71% for the first quarter of 2014.


•	Fees and commissions revenue totaled $164.1 million for the second quarter of 2014, growing $23.2 million over the first quarter of 2014. Brokerage and trading, mortgage banking, fiduciary and asset management and transaction card revenues all experienced strong growth in the second quarter.


•	Operating expenses were $214.7 million for the second quarter, an increase of $29.6 million over the previous quarter. Personnel expense increased $19.3 million. The first quarter included a $17.2 million benefit from adjustments to accruals for incentive compensation of executive officers of the Company. Non-personnel expense increased $10.3 million.


•	No provision for credit losses was recorded in the second or first quarter of 2014. BOK Financial had net recoveries of $2.0 million for the second quarter of 2014 and $2.5 million in the previous quarter.

•

The combined allowance for credit losses totaled $192 million or 1.43% of outstanding loans at June 30, 2014 compared to $190 million or 1.45% of outstanding loans at March 31, 2014. Nonperforming assets that are not guaranteed by U.S. government agencies totaled $145 million or 1.09% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at June 30, 2014 and $153 million or 1.18% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at March 31, 2014.

•

Average loans increased by $317 million over the previous quarter due primarily to growth in commercial loans. Average commercial loans were up $295 million, average consumer loans grew by $19 million and average commercial real estate loans increased $18 million. Period-end outstanding loan balances were $13.4 billion at June 30, 2014, a $349 million increase over March 31, 2014. Commercial loan balances increased $316 million and commercial real estate loans increased $24 million.


•	Average deposits increased $262 million over the previous quarter. Growth in demand deposit balances was partially offset by a decrease in interest-bearing transaction accounts and time deposit balances. Period-end deposits were $20.6 billion at June 30, 2014, a $182 million increase over March 31, 2014, primarily due to growth in demand deposit balances.

•

The Company's Tier 1 common equity ratio, as defined by banking regulations, was 13.46% at June 30, 2014 and 13.59% at March 31, 2014. The Company and its subsidiary bank continue to exceed the regulatory definition of well capitalized. The Company's Tier 1 capital ratio was 13.63% at June 30, 2014 and 13.77% at March 31, 2014. Total capital ratio was 15.38% at June 30, 2014 and 15.55% at March 31, 2014. The Company's leverage ratio was 10.26% at June 30, 2014 and 10.17% at March 31, 2014.


•	The Company paid a regular quarterly cash dividend of $28 million or $0.40 per common share during the second quarter of 2014. On July 29, 2014, the board of directors approved a quarterly cash dividend of $0.40 per common share payable on or about August 29, 2014 to shareholders of record as of August 15, 2014.

Net Interest Revenue

Net interest revenue increased $3.5 million compared to the first quarter of 2014. Net interest margin was 2.75% for the second quarter of 2014, up 4 basis points over the first quarter of 2014.

The yield on average earning assets was 3.02%, an increase of 3 basis points over the prior quarter. The yield on the available for sale securities portfolio increased 5 basis points to 1.96%. Excess cash flows continue to be reinvested in short-duration securities that yield around 2%. The loan portfolio yield decreased 4 basis points from the previous quarter to 3.85% primarily due to continued market pricing pressure. Funding costs increased 1 basis point over the prior quarter to 0.42%.

Average earning assets increased $180 million during the second quarter of 2014. Growth in average loan balances of $317 million over the previous quarter was partially offset by a $276 million decrease in the available for sale securities portfolio. Cash flows received from payments on the securities portfolio funded loan growth or reduced short-term borrowings. The average balance of interest-bearing cash and cash equivalents, trading securities, restricted equity securities and residential mortgage loans held for sale all increased compared to the prior quarter. Average deposits increased $262 million and the average balance of borrowed funds decreased $49 million compared to the first quarter of 2014.

Steven Nell, Chief Financial Officer, added, "We remain on track with our plans to better position the balance sheet for a rising rate environment. Year-to-date, the amortized cost of our securities portfolio decreased by $599 million, while total loans have increased by $635 million. Our goal is to allow the securities portfolio to decrease by an additional $600 million by the end of 2014, replacing those securities with high-quality loans to commercial borrowers."

Fees and Commissions Revenue

Fees and commissions revenue totaled $164.1 million for the second quarter of 2014, an increase of $23.2 million over the first quarter of 2014.

Brokerage and trading revenue increased $9.5 million over the prior quarter. Securities trading revenue increased $3.5 million. Customer hedging revenue increased by $2.2 million primarily due to $1.6 million of recoveries received from the Lehman Brothers and MF Global bankruptcies during the second quarter. Investment banking had strong growth in the second quarter, increasing $3.0 million over the previous quarter. In addition, retail brokerage revenue was also up over the prior quarter.

Mortgage banking revenue totaled $29.3 million for the second quarter of 2014, an increase of $6.5 million over the first quarter of 2014. Revenue from mortgage loan production was up $6.3 million. Outstanding commitments to originate mortgage loans grew by $159 million over March 31 to $547 million at June 30. Residential mortgage loans funded for sale totaled $1.1 billion, an increase of $363 million over the previous quarter. Approximately 41% of loans originated in the second quarter were through correspondent channels, compared to 38% in the previous quarter. Origination from the recently added Home Direct mortgage origination channel was 7% of loans originated in the second quarter, unchanged from the prior quarter. Refinanced mortgage loans represented 25% of loans originated for sale in the second quarter of 2014 compared to 32% in the first quarter of 2014. Revenue from mortgage loan servicing grew by $211 thousand due to an increase in the volume of loans serviced.

Fiduciary and asset management revenue grew by $3.8 million over the first quarter of 2014. The acquisition of MBM Advisors in the second quarter and a full quarter of revenue from the acquisition of GTRUST Financial Corporation in the first quarter added approximately $1.5 million in fiduciary and asset management revenue over the first quarter of 2014. The remainder of the increase was primarily due to the seasonal timing of tax service fees and an increase in the fair value of assets managed.

Transaction card revenue increased $2.4 million over the prior quarter. Revenue increased from processing transactions on behalf of members of our TransFund electronic funds transfer network and from merchant services fees primarily due to growth in transaction volumes. Interchange fees paid on debit cards issued by the Company also increased over the prior quarter due to increased transaction volumes.

Operating Expenses

Total operating expenses were $214.7 million for the second quarter of 2014, an increase of $29.6 million over the first quarter of 2014.

Personnel costs were $19.3 million higher than the first quarter of 2014. The first quarter included a $17.2 million benefit from adjustments to accruals for incentive compensation of certain executive officers of the Company. 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, was up $4.3 million over the first quarter.

Non-personnel expense increased $10.3 million over the first quarter of 2014. Mortgage banking costs increased $4.3 million compared to the prior quarter. The Company finalized hold-back claims related to purchased mortgage loan servicing rights which reduced expenses by $1.3 million in the first quarter. Accruals for mortgage loan servicing costs were higher in the second quarter. Professional fees and services expense increased $3.5 million largely due to increased risk management and regulatory compliance costs. Data processing, net occupancy expense and business promotion expense all increased over the prior quarter. BOK Financial made a $2.4 million discretionary contribution of appreciated stock to the BOKF Foundation during the first quarter. This contribution also resulted in a $1.2 million reduction in income tax expense in the first quarter.

Loans, Deposits and Capital

Loans

Outstanding loans were $13.4 billion at June 30, 2014, an increase of $349 million over the previous quarter. Commercial, commercial real estate and consumer balances all grew over the prior quarter, partially offset by a decrease in residential mortgage loan balances.

Outstanding commercial loan balances increased $316 million or 4% over March 31, 2014. Service sector loans grew by $145 million over the prior quarter. Wholesale/retail sector loans were up $92 million and energy loans grew by $76 million over the prior quarter. Unfunded energy loan commitments increased by $171 million in the second quarter to $2.8 billion. All other unfunded commercial loan commitments totaled $3.7 billion at June 30, 2014, a decrease of $129 million compared to March 31, 2014.

Commercial real estate loans grew by $24 million or 1% over March 31, 2014 led by a $37 million increase in loan balances secured by industrial facilities. Loans secured by multifamily residential properties were up $15 million and other commercial real estate loan balances increased $12 million. Loans secured by office buildings decreased $42 million. Residential construction and land development loan balances were largely unchanged compared to March 31, 2014. Unfunded commercial real estate loan commitments totaled $603 million at June 30, 2014, an $80 million increase from March 31, 2014.

Dan Ellinor, Chief Operating Officer, added, “We continue to win in the competitive commercial lending market due to our reputation as a stable and reliable business partner for commercial borrowers. In the second quarter, energy, services, and wholesale/retail lending were our best performers with double-digit sequential loan growth, and Oklahoma was our fastest-growing market, contributing over 90% of total quarterly loan growth. The healthcare business, which generated strong growth for the past several quarters, was flat due to a significant number of borrowers moving to the permanent market late in the quarter. Our pipelines across the business remain healthy at present, and we expect low double-digit quarterly loan growth for the balance of the year.”

Deposits

Deposits totaled $20.6 billion at June 30, 2014, an increase of $182 million over March 31, 2014. Demand deposit balances grew by $436 million over the prior quarter. Interest-bearing transaction account balances decreased $201 million and time deposits decreased $46 million. Among the lines of business, commercial deposits increased $377 million, partially offset by a $76 million decrease in consumer deposits and a $95 million decrease in wealth management deposits. Growth in commercial deposit balances was primarily due to growth in balances attributed to energy and commercial & industrial customers during the second quarter.

Capital

The Company and its subsidiary bank exceeded the regulatory definition of well capitalized at June 30, 2014. The Company's Tier 1 capital ratio was 13.63% at June 30, 2014 and 13.77% at March 31, 2014. The total capital ratio was 15.38% at June 30, 2014 and 15.55% at March 31, 2014. In addition, the Company's tangible common equity ratio, a non-GAAP measure, was 10.20% at June 30, 2014 and 10.06% at March 31, 2014.

In July 2013, banking regulators issued the final rule revising regulatory capital rules for substantially all U.S. banking organizations. The new capital rule will be effective for BOK Financial on January 1, 2015. The new capital rule establishes a 7% threshold for the Tier 1 common equity ratio consisting of a minimum level plus a capital conservation buffer. The Company expects to exclude unrealized gains and losses from available for sale securities from its calculation of Tier 1 capital, consistent with the treatment under current capital rules. BOK Financial's Tier 1 common equity ratio based on the existing Basel I standards was 13.46% as of June 30, 2014. Based on our interpretation of the new capital rule, our estimated Tier 1 common equity ratio on a fully phased-in basis would be 12.35%, 535 basis points above the 7% regulatory threshold.

Credit Quality

Nonperforming assets totaled $255 million or 1.88% of outstanding loans and repossessed assets at June 30, 2014 compared to $256 million or 1.94% of outstanding loans and repossessed assets at March 31, 2014. Nonperforming assets that are not guaranteed by U.S. government agencies totaled $145 million or 1.09% of outstanding loans and repossessed assets (excluding those guaranteed by U.S. government agencies) at June 30, 2014 and $153 million or 1.18% at March 31, 2014, a decrease of $7.9 million.

Nonaccruing loans totaled $97 million or 0.72% of outstanding loans at June 30, 2014 compared to $105 million or 0.80% of outstanding loans at March 31, 2014. New nonaccruing loans identified in the second quarter totaled $14 million, offset by $13 million in payments received, $5.9 million in foreclosures and repossessions and $3.5 million in charge-offs. At June 30, 2014, nonaccruing commercial loans totaled $17 million or 0.20% of outstanding commercial loans, nonaccruing commercial real estate loans totaled $34 million or 1.30% of outstanding commercial real estate loans and nonaccruing residential mortgage loans totaled $44 million or 2.21% of outstanding residential mortgage loans.

BOK Financial had net recoveries of $2.0 million for the second quarter of 2014 and $2.5 million for the first quarter of 2014. Gross charge-offs totaled $3.5 million for the second quarter, compared to $2.8 million for the previous quarter. Recoveries totaled $5.5 million for the second quarter of 2014 and $5.4 million for the first quarter of 2014.

After evaluating all credit factors, the Company determined that no provision for credit losses was necessary during the second quarter of 2014. The combined allowance for credit losses totaled $192 million or 1.43% of outstanding loans and 199% of nonaccruing loans at June 30, 2014. The allowance for loan losses was $191 million and the accrual for off-balance sheet credit losses was $1.3 million.

Real estate and other repossessed assets totaled $100 million at June 30, 2014, primarily consisting of $65 million of 1-4 family residential properties (including $50 million guaranteed by U.S. government agencies), $17 million of developed commercial real estate properties, $12 million of undeveloped land and $6.1 million of residential land and land development properties.

Securities and Derivatives

The fair value of the available for sale securities portfolio totaled $9.7 billion at June 30, 2014 and $9.9 billion at March 31, 2014. At June 30, 2014, the available for sale portfolio consisted primarily of $7.3 billion of residential mortgage-backed securities fully backed by U.S. government agencies and $2.1 billion of commercial mortgage-backed securities fully backed by U.S. government agencies.

At June 30, 2014 the available for sale securities portfolio had a net unrealized gain of $85 million compared to a net unrealized gain of $15 million at March 31, 2014. Net unrealized gains on residential mortgage-backed securities issued by U.S. government agencies at June 30, 2014 increased $47 million during the second quarter to $85 million . Commercial mortgage-backed securities had a net unrealized loss of $14 million at June 30, 2014, compared to a net unrealized loss of $36 million at March 31, 2014.

In the second quarter of 2014, the Company recognized a minimal net gain from sales of $800 million of available for sale securities. Securities were sold either because they had reached their expected maximum potential return or to move into securities that will perform better in a rising rate environment. Net gains from sales of $531 million of available for sale securities in the first quarter of 2014 totaled $1.2 million.

The Company also maintains a portfolio of residential mortgage-backed securities issued by U.S. government agencies and interest rate derivative contracts designated as an economic hedge of the changes in the fair value of our mortgage servicing rights. Due to fluctuations in residential mortgage interest rates during the second quarter of 2014, the value of our mortgage servicing rights decreased by $6.4 million. The value of securities and interest rate derivative contracts held as an economic hedge increased by $4.9 million.

Conference Call and Webcast

The Company will hold a conference call at 9:00 a.m. central time on Wednesday, July 30, 2014 to discuss the financial results with investors. The live audio webcast and presentation slides will be available on the company’s website at www.bokf.com. The conference call can also be accessed by dialing 1-412-902-6611. A conference call and webcast replay will also be available shortly after conclusion of the live call at www.bokf.com or by dialing 1-412-317-0088 and referencing conference ID # 10049802.

About BOK Financial Corporation

BOK Financial is a $28 billion regional financial services company based in Tulsa, Oklahoma. The Company's stock is publicly traded on NASDAQ under the Global Select market listings (symbol: BOKF). BOK Financial's holdings include BOKF, NA, BOSC, Inc., The Milestone Group, Inc. and Cavanal Hill Investment Management, Inc. BOKF, NA operates the TransFund electronic funds network and seven banking divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Kansas City, Bank of Oklahoma, Bank of Texas and Colorado State Bank and Trust. Through its subsidiaries, the Company provides commercial and consumer banking, investment and trust services, mortgage origination and servicing, and an electronic funds transfer network. For more information, visit www.bokf.com.

The Company will continue to evaluate critical assumptions and estimates, such as the appropriateness of the allowance for credit losses and asset impairment as of June 30, 2014 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)

	June 30, 2014			March 31, 2014			June 30, 2013
ASSETS
Cash and due from banks	$	615,479		$	645,435		$	507,551
Interest-bearing cash and cash equivalents	732,395			708,571			570,836
Trading securities	101,097			86,571			190,591
Investment securities	649,937			668,976			615,790
Available for sale securities	9,699,146			9,933,723			10,698,074
Fair value option securities	185,674			160,884			205,756
Restricted equity securities	91,213			85,643			157,847
Residential mortgage loans held for sale	325,875			226,512			301,057
Loans:
Commercial	8,367,661			8,051,706			7,708,120
Commercial real estate	2,654,978			2,631,407			2,317,096
Residential mortgage	2,008,215			2,018,675			2,039,785
Consumer	396,004			376,066			375,781
Total loans	13,426,858			13,077,854			12,440,782
Allowance for loan losses	(190,690		)	(188,318		)	(203,124		)
Loans, net of allowance	13,236,168			12,889,536			12,237,658
Premises and equipment, net	280,286			279,257			271,191
Receivables	115,991			114,437			136,605
Goodwill	377,780			364,570			359,759
Intangible assets, net	36,576			31,561			26,242
Mortgage servicing rights	155,740			153,774			132,889
Real estate and other repossessed assets, net	100,111			95,515			110,112
Derivative contracts, net	357,680			218,507			546,206
Cash surrender value of bank-owned life insurance	289,231			286,932			280,047
Receivable on unsettled securities sales	14,025			18,199			182,147
Other assets	479,366			396,111			277,842
TOTAL ASSETS	$	27,843,770		$	27,364,714		$	27,808,200

LIABILITIES AND EQUITY
Deposits:
Demand	$	7,908,005		$	7,472,287		$	7,145,323
Interest-bearing transaction	9,698,404			9,899,656			9,266,560
Savings	349,629			355,596			316,375
Time	2,615,826			2,662,174			2,767,972
Total deposits	20,571,864			20,389,713			19,496,230
Funds purchased	705,573			1,166,178			747,165
Repurchase agreements	1,072,375			777,108			845,106
Other borrowings	1,231,662			1,031,693			2,481,644
Subordinated debentures	347,890			347,846			347,716
Accrued interest, taxes, and expense	100,227			160,351			175,677
Due on unsettled securities purchases	124,537			39,641			49,369
Derivative contracts, net	297,851			185,499			521,991
Other liabilities	144,145			122,086			150,420
TOTAL LIABILITIES	24,596,124			24,220,115			24,815,318
Shareholders' equity:
Capital, surplus and retained earnings	3,163,101			3,103,130			2,938,623
Accumulated other comprehensive income	49,416			6,795			19,014
TOTAL SHAREHOLDERS' EQUITY	3,212,517			3,109,925			2,957,637
Non-controlling interests	35,129			34,674			35,245
TOTAL EQUITY	3,247,646			3,144,599			2,992,882
TOTAL LIABILITIES AND EQUITY	$	27,843,770		$	27,364,714		$	27,808,200

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

	Three Months Ended
	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013
ASSETS
Interest-bearing cash and cash equivalents	$	635,140		$	549,473		$	559,918		$	654,591		$	408,224
Trading securities	116,186			92,409			127,011			124,689			181,866
Investment securities	658,793			671,756			672,722			621,104			610,940
Available for sale securities	9,800,934			10,076,942			10,434,810			10,558,677			11,060,700
Fair value option securities	164,684			165,515			167,490			169,299			216,312
Restricted equity securities	97,016			85,234			123,009			155,938			144,332
Residential mortgage loans held for sale	219,308			185,196			217,811			225,789			261,977
Loans:
Commercial	8,266,455			7,971,712			7,737,883			7,602,950			7,606,919
Commercial real estate	2,622,866			2,605,264			2,352,915			2,359,120			2,286,674
Residential mortgage	1,983,926			1,998,620			1,998,980			2,043,332			2,013,004
Consumer	391,214			372,330			371,798			396,694			370,847
Total loans	13,264,461			12,947,926			12,461,576			12,402,096			12,277,444
Allowance for loan losses	(189,329		)	(186,979		)	(193,309		)	(201,616		)	(206,807		)
Total loans, net	13,075,132			12,760,947			12,268,267			12,200,480			12,070,637
Total earning assets	24,767,193			24,587,472			24,571,038			24,710,567			24,954,988
Cash and due from banks	481,944			473,758			324,349			386,331			546,558
Derivative contracts, net	291,325			287,363			314,530			377,664			401,485
Cash surrender value of bank-owned life insurance	287,725			285,592			283,289			280,909			278,501
Receivable on unsettled securities sales	108,825			114,708			83,016			90,014			135,964
Other assets	1,549,809			1,489,875			1,526,566			1,409,247			1,341,828
TOTAL ASSETS	$	27,486,821		$	27,238,768		$	27,102,788		$	27,254,732		$	27,659,324

LIABILITIES AND EQUITY
Deposits:
Demand	$	7,654,225		$	7,312,076		$	7,356,063		$	7,110,079		$	6,888,983
Interest-bearing transaction	9,850,991			9,900,823			9,486,136			9,276,136			9,504,128
Savings	355,459			336,576			323,123			317,912			315,421
Time	2,636,444			2,686,041			2,710,019			2,742,970			2,818,533
Total deposits	20,497,119			20,235,516			19,875,341			19,447,097			19,527,065
Funds purchased	574,926			1,021,755			748,074			776,356			789,302
Repurchase agreements	914,892			773,127			752,286			799,175			819,373
Other borrowings	1,294,932			1,038,747			1,551,591			2,175,747			2,172,417
Subordinated debentures	347,868			347,824			347,781			347,737			347,695
Derivative contracts, net	243,619			258,729			294,315			330,819			334,877
Due on unsettled securities purchases	166,521			116,295			152,078			111,998			330,926
Other liabilities	270,220			341,701			327,519			300,880			310,015
TOTAL LIABILITIES	24,310,097			24,133,694			24,048,985			24,289,809			24,631,670
Total equity	3,176,724			3,105,074			3,053,803			2,964,923			3,027,654
TOTAL LIABILITIES AND EQUITY	$	27,486,821		$	27,238,768		$	27,102,788		$	27,254,732		$	27,659,324

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013

Interest revenue	$	182,631		$	186,777		$	361,751		$	376,823
Interest expense	16,534			17,885			33,012			36,479
Net interest revenue	166,097			168,892			328,739			340,344
Provision for credit losses	—			—			—			(8,000		)
Net interest revenue after provision for credit losses	166,097			168,892			328,739			348,344
Other operating revenue:
Brokerage and trading revenue	39,056			32,874			68,572			64,625
Transaction card revenue	31,510			29,942			60,644			57,633
Fiduciary and asset management revenue	29,543			24,803			55,265			47,116
Deposit service charges and fees	23,133			23,962			45,822			46,928
Mortgage banking revenue	29,330			36,596			52,174			76,572
Bank-owned life insurance	2,274			2,236			4,380			5,462
Other revenue	9,208			8,760			18,060			17,902
Total fees and commissions	164,054			159,173			304,917			316,238
Loss on other assets, net	(52		)	(1,666		)	(4,316		)	(1,199		)
Gain (loss) on derivatives, net	831			(2,527		)	1,799			(3,468		)
Gain (loss) on fair value option securities, net	4,176			(9,156		)	6,836			(12,327		)
Change in fair value of mortgage servicing rights	(6,444		)	14,315			(10,905		)	16,973
Gain on available for sale securities, net	4			3,753			1,244			8,608
Total other-than-temporary impairment losses	—			(1,138		)	—			(1,138		)
Portion of loss recognized in (reclassified from) other comprehensive income	—			586			—			339
Net impairment losses recognized in earnings	—			(552		)	—			(799		)
Total other operating revenue	162,569			163,340			299,575			324,026
Other operating expense:
Personnel	123,714			128,110			228,147			253,765
Business promotion	7,150			5,770			12,991			11,223
Charitable contributions to BOKF Foundation	—			—			2,420			—
Professional fees and services	11,054			8,381			18,619			15,366
Net occupancy and equipment	18,789			16,909			35,685			33,390
Insurance	4,467			4,044			9,008			7,789
Data processing and communications	29,071			26,734			56,206			52,184
Printing, postage and supplies	3,429			3,580			6,970			7,254
Net losses and operating expenses of repossessed assets	1,118			282			2,550			1,528
Amortization of intangible assets	949			875			1,765			1,751
Mortgage banking costs	7,960			7,910			11,594			15,264
Other expense	7,006			8,326			13,856			15,390
Total other operating expense	214,707			210,921			399,811			414,904

Net income before taxes	113,959			121,311			228,503			257,466
Federal and state income taxes	37,230			41,423			74,731			88,519

Net income	76,729			79,888			153,772			168,947
Net income (loss) attributable to non-controlling interests	834			(43		)	1,287			1,052
Net income attributable to BOK Financial Corporation shareholders	$	75,895		$	79,931		$	152,485		$	167,895

Average shares outstanding:
Basic	68,359,945			67,993,822			68,318,689			67,904,599
Diluted	68,511,378			68,212,497			68,475,802			68,126,751

Net income per share:
Basic	$	1.10		$	1.16		$	2.21		$	2.45
Diluted	$	1.10		$	1.16		$	2.20		$	2.44

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

	Three Months Ended
	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013
Capital:
Period-end shareholders' equity	$	3,212,517		$	3,109,925		$	3,020,049		$	2,991,244		$	2,957,637
Risk weighted assets	$	20,224,135		$	19,720,418		$	19,389,381		$	19,366,620		$	19,157,978
Risk-based capital ratios:
Tier 1	13.63		%	13.77		%	13.77		%	13.51		%	13.37		%
Total capital	15.38		%	15.55		%	15.56		%	15.35		%	15.28		%
Leverage ratio	10.26		%	10.17		%	10.05		%	9.80		%	9.43		%
Tangible common equity ratio¹	10.20		%	10.06		%	9.90		%	9.73		%	9.38		%
Tier 1 common equity ratio	13.46		%	13.59		%	13.59		%	13.33		%	13.19		%

Common stock:
Book value per share	$	46.39		$	45.00		$	43.88		$	43.49		$	43.03
Market value per share:
High	$	70.66		$	69.69		$	66.32		$	69.36		$	65.95
Low	$	61.64		$	62.34		$	60.81		$	62.93		$	60.52
Cash dividends paid	$	27,706		$	27,637		$	27,523		$	26,135		$	26,118
Dividend payout ratio	36.51		%	36.08		%	37.72		%	34.51		%	32.68		%
Shares outstanding, net	69,256,958			69,111,167			68,829,450			68,787,584			68,739,208

Performance ratios (quarter annualized):
Return on average assets	1.11		%	1.14		%	1.07		%	1.10		%	1.16		%
Return on average equity	9.58		%	10.00		%	9.48		%	10.13		%	10.59		%
Net interest margin	2.75		%	2.71		%	2.74		%	2.75		%	2.80		%
Efficiency ratio	63.62		%	59.69		%	68.50		%	66.03		%	63.11		%

Reconciliation of non-GAAP measures:
¹ Tangible common equity ratio:
Total shareholders' equity	$	3,212,517		$	3,109,925		$	3,020,049		$	2,991,244		$	2,957,637
Less: Goodwill and intangible assets, net	(414,356		)	(396,131		)	(384,323		)	(385,166		)	(386,001		)
Tangible common equity	$	2,798,161		$	2,713,794		$	2,635,726		$	2,606,078		$	2,571,636

Total assets	$	27,843,770		$	27,364,714		$	27,015,432		$	27,166,367		$	27,808,200
Less: Goodwill and intangible assets, net	(414,356		)	(396,131		)	(384,323		)	(385,166		)	(386,001		)
Tangible assets	$	27,429,414		$	26,968,583		$	26,631,109		$	26,781,201		$	27,422,199

Tangible common equity ratio	10.20		%	10.06		%	9.90		%	9.73		%	9.38		%

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

	Three Months Ended
	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013

Other data:
Fiduciary assets	$	32,716,648		$	31,296,565		$	30,137,092		$	29,593,140		$	28,280,214
Mortgage servicing portfolio	$	14,626,291		$	14,045,642		$	13,718,942		$	13,298,479		$	12,741,651
Mortgage commitments	$	546,864		$	387,755		$	258,873		$	351,196		$	547,508
Mortgage loans funded for sale	$	1,090,629		$	727,516		$	848,870		$	1,080,167		$	1,196,038
Mortgage loan refinances to total fundings	25		%	32		%	29		%	30		%	48		%
Tax equivalent adjustment	$	2,803		$	2,551		$	2,467		$	2,565		$	2,647
Net unrealized gain (loss) on available for sale securities	$	85,480		$	15,446		$	(37,929	)	$	7,425		$	42,233

Gain (loss) on mortgage servicing rights, net of economic hedge:
Gain (loss) on mortgage hedge derivative contracts, net	$	831		$	968		$	(931	)	$	31		$	(2,526	)
Gain (loss) on fair value option securities, net	4,074			2,585			(3,013		)	(89		)	(9,102		)
Gain (loss) on economic hedge of mortgage servicing rights	4,905			3,553			(3,944		)	(58		)	(11,628		)
Gain (loss) on changes in fair value of mortgage servicing rights	(6,444		)	(4,461		)	6,093			(346		)	14,315
Gain (loss) on changes in fair value of mortgage servicing rights, net of economic hedges	$	(1,539	)	$	(908	)	$	2,149		$	(404	)	$	2,687

Net interest revenue on fair value option securities	$	721		$	790		$	811		$	741		$	910

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

	Three Months Ended
	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013

Interest revenue	$	182,631		$	179,120		$	183,120		$	185,428		$	186,777
Interest expense	16,534			16,478			16,876			17,539			17,885
Net interest revenue	166,097			162,642			166,244			167,889			168,892
Provision for credit losses	—			—			(11,400		)	(8,500		)	—
Net interest revenue after provision for credit losses	166,097			162,642			177,644			176,389			168,892
Other operating revenue:
Brokerage and trading revenue	39,056			29,516			28,515			32,338			32,874
Transaction card revenue	31,510			29,134			29,134			30,055			29,942
Fiduciary and asset management revenue	29,543			25,722			25,074			23,892			24,803
Deposit service charges and fees	23,133			22,689			23,440			24,742			23,962
Mortgage banking revenue	29,330			22,844			21,876			23,486			36,596
Bank-owned life insurance	2,274			2,106			2,285			2,408			2,236
Other revenue	9,208			8,852			12,048			8,314			8,760
Total fees and commissions	164,054			140,863			142,372			145,235			159,173
Gain (loss) on other assets, net	(52		)	(4,264		)	651			(377		)	(1,666		)
Gain (loss) on derivatives, net	831			968			(930		)	31			(2,527		)
Gain (loss) on fair value option securities, net	4,176			2,660			(2,805		)	(80		)	(9,156		)
Change in fair value of mortgage servicing rights	(6,444		)	(4,461		)	6,093			(346		)	14,315
Gain on available for sale securities, net	4			1,240			1,634			478			3,753
Total other-than-temporary impairment losses	—			—			—			(1,436		)	(1,138		)
Portion of loss recognized in (reclassified from) other comprehensive income	—			—			—			(73		)	586
Net impairment losses recognized in earnings	—			—			—			(1,509		)	(552		)
Total other operating revenue	162,569			137,006			147,015			143,432			163,340
Other operating expense:
Personnel	123,714			104,433			125,662			125,799			128,110
Business promotion	7,150			5,841			6,020			5,355			5,770
Charitable contributions to BOKF Foundation	—			2,420			—			2,062			—
Professional fees and services	11,054			7,565			10,003			7,183			8,381
Net occupancy and equipment	18,789			16,896			19,103			17,280			16,909
Insurance	4,467			4,541			4,394			3,939			4,044
Data processing and communications	29,071			27,135			28,196			25,695			26,734
Printing, postage and supplies	3,429			3,541			3,126			3,505			3,580
Net losses and operating expenses of repossessed assets	1,118			1,432			1,618			2,014			282
Amortization of intangible assets	949			816			842			835			875
Mortgage banking costs	7,960			3,634			7,071			8,753			7,910
Other expense	7,006			6,850			9,384			7,878			8,326
Total other operating expense	214,707			185,104			215,419			210,298			210,921
Net income before taxes	113,959			114,544			109,240			109,523			121,311
Federal and state income taxes	37,230			37,501			35,318			33,461			41,423
Net income	76,729			77,043			73,922			76,062			79,888
Net income (loss) attributable to non-controlling interests	834			453			946			324			(43		)
Net income attributable to BOK Financial Corporation shareholders	$	75,895		$	76,590		$	72,976		$	75,738		$	79,931

Average shares outstanding:
Basic	$	1.10		$	1.11		$	1.06		$	1.10		$	1.16
Diluted	$	1.10		$	1.11		$	1.06		$	1.10		$	1.16
Net income per share:
Basic	68,359,945			68,273,685			68,095,254			68,049,179			67,993,822
Diluted	68,511,378			68,436,478			68,293,758			68,272,861			68,212,497

LOANS TREND -- UNAUDITED BOK FINANCIAL CORPORATION (In thousands)

	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
Commercial:
Energy	$	2,419,788	$	2,344,072	$	2,351,760	$	2,311,991	$	2,384,746
Services	2,377,065		2,232,471		2,282,210		2,148,551		2,204,253
Wholesale/retail	1,318,151		1,225,990		1,201,364		1,181,806		1,175,543
Manufacturing	452,866		444,215		391,751		382,460		386,133
Healthcare	1,394,156		1,396,562		1,274,246		1,160,212		1,118,810
Other commercial and industrial	405,635		408,396		441,890		386,055		438,635
Total commercial	8,367,661		8,051,706		7,943,221		7,571,075		7,708,120

Commercial real estate:
Residential construction and land development	184,779		184,820		206,258		216,456		225,654
Retail	642,110		640,506		586,047		556,918		553,412
Office	394,217		436,264		411,499		422,043		459,558
Multifamily	677,403		662,674		576,502		520,454		500,452
Industrial	342,080		305,207		243,877		245,022		253,990
Other commercial real estate	414,389		401,936		391,170		388,336		324,030
Total commercial real estate	2,654,978		2,631,407		2,415,353		2,349,229		2,317,096

Residential mortgage:
Permanent mortgage	1,020,928		1,033,572		1,062,744		1,078,661		1,095,871
Permanent mortgages guaranteed by U.S. government agencies	188,087		184,822		181,598		163,919		156,887
Home equity	799,200		800,281		807,684		792,185		787,027
Total residential mortgage	2,008,215		2,018,675		2,052,026		2,034,765		2,039,785

Consumer	396,004		376,066		381,664		395,031		375,781

Total	$	13,426,858	$	13,077,854	$	12,792,264	$	12,350,100	$	12,440,782

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

	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013

Bank of Oklahoma:
Commercial	$	3,101,513	$	2,782,997	$	2,902,140	$	2,801,979	$	2,993,247
Commercial real estate	598,790		593,282		602,010		564,141		569,780
Residential mortgage	1,490,171		1,505,702		1,524,212		1,497,027		1,503,457
Consumer	187,914		179,733		192,283		207,360		211,744
Total Bank of Oklahoma	5,378,388		5,061,714		5,220,645		5,070,507		5,278,228

Bank of Texas:
Commercial	3,107,808		3,161,203		3,052,274		2,858,970		2,849,888
Commercial real estate	995,182		969,804		816,574		853,857		813,659
Residential mortgage	251,290		256,332		260,544		263,945		263,916
Consumer	147,322		136,782		131,297		129,144		105,390
Total Bank of Texas	4,501,602		4,524,121		4,260,689		4,105,916		4,032,853

Bank of Albuquerque:
Commercial	381,843		351,454		342,336		325,542		296,036
Commercial real estate	309,421		305,080		308,829		306,914		314,871
Residential mortgage	137,110		131,932		133,900		131,756		133,058
Consumer	12,346		12,972		13,842		14,583		14,364
Total Bank of Albuquerque	840,720		801,438		798,907		778,795		758,329

Bank of Arkansas:
Commercial	71,859		73,804		81,556		73,063		61,414
Commercial real estate	85,633		81,181		78,264		84,364		85,546
Residential mortgage	8,334		7,898		7,922		10,466		10,691
Consumer	6,323		6,881		8,023		9,426		11,819
Total Bank of Arkansas	172,149		169,764		175,765		177,319		169,470

Colorado State Bank & Trust:
Commercial	856,323		825,315		735,626		748,331		786,262
Commercial real estate	200,995		213,850		190,355		158,320		146,137
Residential mortgage	60,360		57,345		62,821		66,475		62,490
Consumer	23,330		22,095		22,686		22,592		23,148
Total Colorado State Bank & Trust	1,141,008		1,118,605		1,011,488		995,718		1,018,037

Bank of Arizona:
Commercial	446,814		453,799		417,702		379,817		355,698
Commercial real estate	292,799		301,266		257,477		250,129		258,938
Residential mortgage	41,059		42,899		47,111		49,109		51,774
Consumer	7,821		7,145		7,887		7,059		4,947
Total Bank of Arizona	788,493		805,109		730,177		686,114		671,357

Bank of Kansas City:
Commercial	401,501		403,134		411,587		383,373		365,575
Commercial real estate	172,158		166,944		161,844		131,504		128,165
Residential mortgage	19,891		16,567		15,516		15,987		14,399
Consumer	10,948		10,458		5,646		4,867		4,369
Total Bank of Kansas City	604,498		597,103		594,593		535,731		512,508

TOTAL BOK FINANCIAL	$	13,426,858	$	13,077,854	$	12,792,264	$	12,350,100	$	12,440,782

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)

	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
Bank of Oklahoma:
Demand	$	3,785,922	$	3,476,876	$	3,432,940	$	3,442,831	$	3,552,328
Interest-bearing:
Transaction	5,997,474		6,148,712		6,318,045		5,565,462		5,644,959
Savings	210,330		211,770		191,880		189,186		185,345
Time	1,195,586		1,209,002		1,214,507		1,197,617		1,179,869
Total interest-bearing	7,403,390		7,569,484		7,724,432		6,952,265		7,010,173
Total Bank of Oklahoma	11,189,312		11,046,360		11,157,372		10,395,096		10,562,501

Bank of Texas:
Demand	2,617,194		2,513,729		2,481,603		2,498,668		2,299,632
Interest-bearing:
Transaction	1,957,236		1,967,107		1,966,580		1,853,586		1,931,758
Savings	67,012		70,890		64,632		63,368		63,745
Time	606,248		621,925		638,465		667,873		692,888
Total interest-bearing	2,630,496		2,659,922		2,669,677		2,584,827		2,688,391
Total Bank of Texas	5,247,690		5,173,651		5,151,280		5,083,495		4,988,023

Bank of Albuquerque:
Demand	515,554		524,191		502,395		491,894		455,580
Interest-bearing:
Transaction	489,378		516,734		529,140		541,565		525,481
Savings	36,442		37,481		33,944		34,003		34,096
Time	309,540		320,352		327,281		334,946		346,506
Total interest-bearing	835,360		874,567		890,365		910,514		906,083
Total Bank of Albuquerque	1,350,914		1,398,758		1,392,760		1,402,408		1,361,663

Bank of Arkansas:
Demand	44,471		40,026		38,566		33,378		31,778
Interest-bearing:
Transaction	205,216		212,144		144,018		205,891		187,223
Savings	2,287		2,264		1,986		1,919		1,974
Time	41,155		32,312		32,949		35,184		37,272
Total interest-bearing	248,658		246,720		178,953		242,994		226,469
Total Bank of Arkansas	293,129		286,746		217,519		276,372		258,247

Colorado State Bank & Trust:
Demand	396,185		399,820		409,942		375,060		367,407
Interest-bearing:
Transaction	566,320		536,438		541,675		536,734		519,584
Savings	29,234		28,973		26,880		27,782		27,948
Time	385,252		399,948		407,088		424,225		451,168
Total interest-bearing	980,806		965,359		975,643		988,741		998,700
Total Colorado State Bank & Trust	1,376,991		1,365,179		1,385,585		1,363,801		1,366,107

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

	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
Bank of Arizona:
Demand	293,836		265,149		204,092		188,365		186,382
Interest-bearing:
Transaction	379,170		409,200		364,736		339,158		376,305
Savings	2,813		2,711		2,432		2,511		2,238
Time	37,666		37,989		34,391		36,285		35,490
Total interest-bearing	419,649		449,900		401,559		377,954		414,033
Total Bank of Arizona	713,485		715,049		605,651		566,319		600,415

Bank of Kansas City:
Demand	254,843		252,496		246,739		301,780		252,216
Interest-bearing:
Transaction	103,610		109,321		69,857		77,414		81,250
Savings	1,511		1,507		1,252		1,080		1,029
Time	40,379		40,646		41,312		23,890		24,779
Total interest-bearing	145,500		151,474		112,421		102,384		107,058
Total Bank of Kansas City	400,343		403,970		359,160		404,164		359,274

TOTAL BOK FINANCIAL	$	20,571,864	$	20,389,713	$	20,269,327	$	19,491,655	$	19,496,230

NET INTEREST MARGIN TREND -- UNAUDITED BOK FINANCIAL CORPORATION

	Three Months Ended
	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013

TAX-EQUIVALENT ASSETS YIELDS
Interest-bearing cash and cash equivalents	0.24	%	0.20	%	0.18	%	0.22	%	0.27	%
Trading securities	2.40	%	2.85	%	1.73	%	2.25	%	2.40	%
Investment securities:
Taxable	5.64	%	5.64	%	5.75	%	5.78	%	5.88	%
Tax-exempt	1.63	%	1.67	%	1.66	%	1.60	%	1.88	%
Total investment securities	3.01	%	3.04	%	3.12	%	3.22	%	3.58	%
Available for sale securities:
Taxable	1.94	%	1.90	%	1.89	%	1.92	%	1.94	%
Tax-exempt	4.44	%	3.11	%	2.74	%	2.81	%	3.59	%
Total available for sale securities	1.96	%	1.91	%	1.89	%	1.93	%	1.96	%
Fair value option securities	1.94	%	1.99	%	2.06	%	1.80	%	1.92	%
Restricted equity securities	5.26	%	4.68	%	5.06	%	3.05	%	4.05	%
Residential mortgage loans held for sale	4.63	%	3.46	%	4.16	%	3.87	%	3.54	%
Loans	3.85	%	3.89	%	4.01	%	4.06	%	4.12	%
Allowance for loan losses
Loans, net of allowance	3.91	%	3.95	%	4.07	%	4.13	%	4.19	%
Total tax-equivalent yield on earning assets	3.02	%	2.99	%	3.02	%	3.03	%	3.10	%

COST OF INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction	0.10	%	0.10	%	0.11	%	0.11	%	0.12	%
Savings	0.12	%	0.12	%	0.12	%	0.13	%	0.15	%
Time	1.55	%	1.56	%	1.55	%	1.55	%	1.57	%
Total interest-bearing deposits	0.40	%	0.41	%	0.42	%	0.43	%	0.44	%
Funds purchased	0.07	%	0.06	%	0.08	%	0.07	%	0.10	%
Repurchase agreements	0.08	%	0.08	%	0.06	%	0.06	%	0.06	%
Other borrowings	0.40	%	0.40	%	0.31	%	0.28	%	0.27	%
Subordinated debt	2.52	%	2.52	%	2.48	%	2.52	%	2.54	%
Total cost of interest-bearing liabilities	0.42	%	0.41	%	0.42	%	0.42	%	0.43	%
Tax-equivalent net interest revenue spread	2.60	%	2.58	%	2.60	%	2.61	%	2.67	%
Effect of noninterest-bearing funding sources and other	0.15	%	0.13	%	0.14	%	0.14	%	0.13	%
Tax-equivalent net interest margin	2.75	%	2.71	%	2.74	%	2.75	%	2.80	%

Yield calculations are shown on a tax equivalent basis at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income.

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

	Three Months Ended
	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
Nonperforming assets:
Nonaccruing loans:
Commercial	$	17,103	$	19,047	$	16,760	$	19,522	$	20,869
Commercial real estate	34,472		39,305		40,850		52,502		58,693
Residential mortgage	44,340		45,380		42,320		39,256		40,534
Consumer	765		974		1,219		1,624		2,037
Total nonaccruing loans	96,680		104,706		101,149		112,904		122,133
Accruing renegotiated loans guaranteed by U.S. government agencies	57,818		55,507		54,322		50,099		48,733
Real estate and other repossessed assets:
Guaranteed by U.S. government agencies	49,720		45,638		37,431		37,906		32,155
Other	50,391		49,877		54,841		70,216		77,957
Total real estate and other repossessed assets	100,111		95,515		92,272		108,122		110,112
Total nonperforming assets	$	254,609	$	255,728	$	247,743	$	271,125	$	280,978
Total nonperforming assets excluding those guaranteed by U.S. government agencies	$	145,124	$	153,011	$	155,213	$	182,543	$	200,007

Nonaccruing loans by loan portfolio sector:
Commercial:
Energy	$	1,619	$	1,759	$	1,860	$	1,953	$	2,277
Services	3,669		4,581		4,922		6,927		7,448
Wholesale / retail	5,885		6,854		6,969		7,223		6,700
Manufacturing	3,507		3,565		592		843		876
Healthcare	1,422		1,443		1,586		1,733		2,670
Other commercial and industrial	1,001		845		831		843		898
Total commercial	17,103		19,047		16,760		19,522		20,869
Commercial real estate:
Residential construction and land development	15,146		16,547		17,377		20,784		21,135
Retail	4,199		4,626		4,857		7,914		8,406
Office	3,591		6,301		6,391		6,838		7,828
Multifamily	—		—		7		4,350		6,447
Industrial	631		886		252		—		—
Other commercial real estate	10,905		10,945		11,966		12,616		14,877
Total commercial real estate	34,472		39,305		40,850		52,502		58,693
Residential mortgage:
Permanent mortgage	32,952		36,342		34,279		31,797		32,747
Permanent mortgage guaranteed by U.S. government agencies	1,947		1,572		777		577		83
Home equity	9,441		7,466		7,264		6,882		7,704
Total residential mortgage	44,340		45,380		42,320		39,256		40,534
Consumer	765		974		1,219		1,624		2,037
Total nonaccruing loans	$	96,680	$	104,706	$	101,149	$	112,904	$	122,133

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

	Three Months Ended
	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013

Performing loans 90 days past due¹	$	67		$	1,991		$	1,415		$	188		$	2,460

Gross charge-offs	$	(3,522	)	$	(2,848	)	$	(3,113	)	$	(4,708	)	$	(8,552	)
Recoveries	5,524			5,360			6,068			4,409			6,210
Net recoveries (charge-offs)	$	2,002		$	2,512		$	2,955		$	(299	)	$	(2,342	)

Provision for credit losses	$	—		$	—		$	(11,400	)	$	(8,500	)	$	—

Allowance for loan losses to period end loans	1.42		%	1.44		%	1.45		%	1.57		%	1.63		%
Combined allowance for credit losses to period end loans	1.43		%	1.45		%	1.47		%	1.59		%	1.65		%
Nonperforming assets to period end loans and repossessed assets	1.88		%	1.94		%	1.92		%	2.18		%	2.24		%
Net charge-offs (annualized) to average loans	(0.06		)%	(0.08		)%	(0.09		)%	0.01		%	0.08		%
Allowance for loan losses to nonaccruing loans	197.24		%	179.86		%	183.29		%	172.12		%	166.31		%
Combined allowance for credit losses to nonaccruing loans	198.59		%	181.46		%	185.35		%	173.54		%	167.63		%

¹ Excludes residential mortgage loans guaranteed by agencies of the U.S. government.

BOK FINANCIAL CORP - FORM 8-K - EX-99 - EXHIBIT - July 30, 2014

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