8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2013 (April 24, 2013)

SOUTHWEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Oklahoma	001-34110	73-1136584
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

608 South Main Street, Stillwater, Oklahoma	74074
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (405) 742-1800

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

[   ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 2.02. Results of Operations and Financial Condition.

On April 24, 2013, Southwest Bancorp, Inc. (the “Company”) issued a press release reporting its results of operations and its financial condition for the quarter ended March 31, 2013.  The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.The Company will include final quarterly financial statements in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Item 8.01.  Other Events.

On Wednesday,  April 24, 2013, at 8:30 a.m. Central Time, the Company will host an investor conference call and webcast to review their first quarter 2013 financial results. The webcast will include a slide presentation which consists of information regarding the Company's operating and growth strategies and financial performance. The presentation materials will be posted on the Company's website on April 24, 2013. Pursuant to Regulation FD, the presentation materials are attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits:

99.1:Press Release dated April 24, 2013

99.2:Presentation materials

Signatures

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

April 24, 2013

SOUTHWEST BANCORP, INC.

By:  /s/ Mark W. Funke
Name:Mark W. Funke
Title:   President and CEO

Exhibit Index

Exhibit No.	Description	Method of Filing
99.1	Press release dated April 24, 2013	Filed herewith electronically
99.2	Presentation materials	Filed herewith electronically

EX-99

For additional information:
           Mark W. Funke
           President & CEO
           Joe T. Shockley, Jr.
           EVP & CFO
           (405) 372-2230

For Immediate Release

Southwest Bancorp, Inc. Reports First Quarter 2013Results

April 24, 2013, Stillwater, Oklahoma . . . . Southwest Bancorp, Inc. (NASDAQ Global Select Market - OKSB, OKSBP), (“Southwest”), today reported net income available to common shareholders for the first quarter of 2013 of $2.4 million, or $0.12 per diluted share, compared to $1.0million, or $0.05 per diluted share, for the fourth quarter of 2012.   

Mark Funke, President and CEO, stated, “We are reporting another quarter of earnings with $2.4 million in net income for the quarter,  an increase from the $1.0 million in the fourth quarter of 2012. 

“2013 will continue to be a positive rebuilding year for Southwest.  During the first quarter several new talented bankers were added into key commercial lending, treasury management, and mortgage positions, building a base for future revenue generation and more diversification in the loan portfolio.  We worked to identify weakness in certain segments of the loan portfolio and other real estate and took aggressive actions to address these issues.  Improved asset quality and building a base of consistent, conservative, and sustainable earnings growth will remain key focus points in 2013.  Southwest remains significantly well capitalized allowing us to focus on long term improvements in our company while continuing to serve and support our communities and loyal customer base.”

Financial Overview

Unless otherwise indicated, the following discussion excludes “covered” assets, which are subject to loss sharing agreements with the FDIC.  For information on covered versus noncovered assets, please see the accompanying unaudited financial statement and tables.

Condition:At March 31, 2013, total assets were $2.1 billion, down $30.6 million, or 1%, from December 31, 2012, and total loans were $1.3 billion, down $51.5 million, or 4%, from December 31, 2012, primarily in commercial real estate loans.    

Investment securities decreased $11.5 million, or 3%, to $365.6 million as of March 31, 2013, from $377.1 million as of December 31, 2012.  The investment portfolio is managed to provide safety, liquidity, and collateral for public funds and borrowings.  The investment portfolio continues to be managed in compliance with the current investment policy, including interest rate and liquidity risk stress testing, and the average duration of the portfolio not exceeding four years.

At March 31, 2013, the allowance for loan losses was $42.6 million, a decrease of 8% from December 31, 2012.  The allowance for loan losses to portfolio loans was 3.29% as of March 31, 2013 compared to 3.52% as of December 31, 2012.  The allowance for loan losses to nonperforming loans was 131.78% as of March 31, 2013, compared to 121.10% as of December 31, 2012.

Nonperforming assets were $41.8 million, or 3.20% of portfolio loans and other real estate, as of March 31, 2013,  adecrease of $7.9 million (16%) from $49.7 million, or 3.73% of portfolio loans and other real estate, as of December 31, 2012.  The decrease in nonperforming assets during the first quarter is attributable to charge-offs of $4.6 million in nonperforming loans, primarily related to one commercial healthcare loan located out of market,  $3.9 million in resolutions and payments on nonperforming loans, a $3.3 million decrease in loans ninety days past due,

NASDAQ: OKSB

OKSBP

Southwest Bancorp, Inc. Reports First Quarter 2013 Results

the return to accrual status of $2.6 million in nonaccrual loans, the recognition of impairments in other real estate assets of $1.4 million, and the receipt of $0.5 million from sales of other real estate,offset by placing $8.4 million in loans on nonaccrual.  Subsequent to the end of the first quarter, Southwest was successful in the sale of an other real estate property.  The commercial real estate property was included in first quarter other real estate in our Texas market at a value of $7.2 million and this sale will generate a pre-tax gain on sale of $1.7 million, which will be reflected in second quarter earnings.

Total core funding, which includes all non-brokered deposits and sweep repurchase agreements, comprised 98% of total funding as of March 31, 2013 and December 31, 2012.  Wholesale funding, including FHLB borrowings, federal funds purchased, and brokered deposits, accounted for 2% of total funding at March 31, 2013 and December 31, 2012.  Please see Table 6 for details on core funding and non-brokered deposits, which are non-GAAP financial measures.

The capital ratios of Southwest and each of its banking subsidiaries, as of March 31, 2013,  exceeded the criteria for regulatory classification as “well-capitalized”.  Southwest’s total regulatory capital was $343.6 million, for a total risk-based capital ratio of 23.54%, and Tier 1 capital was $324.7 million, for a Tier 1 risk-based capital ratio of 22.25%.  Southwest’s capital exceeded the minimum to be classified as “well-capitalized” by $197.6 million.  Stillwater National Bank, Southwest’s principal banking subsidiary, had total regulatory capital of $273.4 million, for a total risk-based capital ratio of 21.43%, and Tier 1 capital of $242.1 million, for a Tier 1 risk-based capital ratio of 18.98%.  Stillwater National Bank exceeded the minimum to be classified as “well-capitalized” by $145.8 million.  Designation as a well-capitalized institution under regulations does not constitute a recommendation or endorsement by Federal bank regulators.

First Quarter Results:

Summary:  For the first quarter of 2013, net income available to common shareholders was $2.4 million, compared to $4.1 million for the first quarter of 2012, and $1.0 million for the fourth quarter of 2012.  The $1.7 million decrease in our net income available to common shareholders from the first quarter of 2012 is the result of a $5.2 million decrease in net interest income, offset in part by a $1.3 million decrease in income tax expense,  a $1.2 million decrease in the provision for loan losses, and the $1.1 million decrease primarily individends on preferred stock due to the repurchase during 2012.  The increase in net income available to common shareholders from the fourth quarter of 2012 is the result of a $3.3 million decrease in noninterest expense and a $2.6 million decrease in the provision for loan losses, offset in part by a $1.7 million decrease in net interest income, a $1.4 million increase in income taxes, and a $1.3 million decrease in noninterest income. 

Net Interest Income:Net interest income totaled $15.6 million for the first quarter of 2013, compared to $20.8 million for the first quarter of 2012, a decrease of $5.2 million, or 25%, and to $17.3 million for the fourth quarter of 2012, a decrease of $1.7 million, or 10%.  Noncovered loans declined $49.4 million, or 4%, from December 31, 2012 primarily due to commercial real estate loans.  Net interest margin was 3.16% for the first quarter of 2013, compared to 3.82% for the first quarter of 2012 and 3.41% for the fourth quarter of 2012.  The decrease is primarily the result of the reduction in loans.

Provision for Loan Losses and Net Charge-offs:  The provision for loan losses is the amount that is required to maintain the allowance for losses at an appropriate level based upon the inherent risks in the loan portfolio after the effects of net charge-offs or net recoveries for the period.  The provision for loan losses of $0.5 million was recorded for the first quarter of 2013, compared to a provision for loan losses of $1.7 million for first quarter of 2012 and a provision for loan losses of $3.1 million for the fourth quarter of 2012.  For the first quarter of 2013, net charge-offs totaled $4.4 million, or 1.32% (annualized) of average portfolio loans, compared to net charge-offs of $1.3 million, or 0.32% (annualized) of average portfolio loans for the first quarter of 2012, and net charge-offs of $0.1 million, or 0.03% (annualized) of average portfolio loans for the fourth quarter of 2012. 

Noninterest Income:  Noninterest income totaled $3.5 million for the first quarter of 2013, compared to $3.5 million for the first quarter of 2012, and $4.9 million for the fourth quarter of 2012.  The decrease in noninterest income from the fourth quarter of 2012 is the result of a decline of $0.8 million in gain on sales of investment securities, a decline of $0.3 million in service charges and fees, a $0.1 million decline in gain on sale of loans, and a $0.1 million decline in other noninterest income.

NASDAQ: OKSB

OKSBP

Southwest Bancorp, Inc. Reports First Quarter 2013 Results

Noninterest Expense:Noninterest expense totaled $14.4 million for the first quarter of 2013, compared to $14.3 million for the first quarter of 2012 and $17.7 million for the fourth quarter of 2012. 

The $3.3 million decrease from fourth quarter of 2012 consists primarily of a $2.5 million decrease in other real estate expense, which included a $1.4 million write-down of other real estate propertiesduring the first quarter of 2013 partially offset by gains on sales of several properties.  Also included in the decline between linked quarters is a  $0.6 million decrease in general and administrative expense, which is primarily the result of decreased consulting fees, accounting fees, and miscellaneous expenses,  a $0.2 million decrease in provision for unfunded loan commitments, and a $0.1 million decrease in occupancy expense, offset in part by a $0.2 million increase in personnel expense.

Income Tax:  Income tax expense totaled $1.9 million for the first quarter of 2013, compared to $3.1 million for the first quarter of 2012 and $0.4 million for the fourth quarter of 2012.  The income tax expense fluctuates in relation to pre-tax income levels.  The first quarter 2013 effective tax rate was 43.88%, due to a $0.3 million reserve for tax credits.  

Southwest Bancorp and Subsidiaries

Southwest is the bank holding company for Stillwater National Bank and Trust Company (“Stillwater National”) and Bank of Kansas. Through its subsidiaries, commercial and consumer lending, deposit and investment services, specialized cash management, and other financial services are offered from offices in Oklahoma, Texas, and Kansas.  Stillwater National was chartered in 1894 and Southwest was organized in 1981 as the holding company.  At March 31, 2013,  Southwest had total assets of $2.1 billion, deposits of $1.7 billion, and shareholders’ equity of $250.5 million.

Southwest’s area of expertise focuses on the special financial needs of healthcare and health professionals, businesses and their managers and owners, and commercial and commercial real estate borrowers.  The strategic focus on healthcare lending was established in 1974.  Southwest and its subsidiaries provide credit and other services, such as deposits, cash management, and document imaging for physicians and other healthcare practitioners to start or develop their practices and finance the development and purchase of medical offices, clinics, surgical care centers, hospitals, and similar facilities.  As of March 31, 2013, approximately $474.8 million, or 36%, of noncovered loans were loans to individuals and businesses in the healthcare industry.  Regular market reviews are conducted of current and potential healthcare lending business and the appropriate concentrations within healthcare based upon economic and regulatory conditions.

Additionally, Southwest also focuses on commercial real estate mortgage and construction lending.  As of March 31, 2013, approximately $1.0 billion, or 74%, of noncovered loans were commercial real estate mortgage and construction loans, including $328.4 million of loans to individuals and businesses in the healthcare industry. 

Southwest’s common stock is traded on the NASDAQ Global Select Market under the symbol OKSB.  Southwest’s public trust preferred securities are traded on the NASDAQ Global Select Market under the symbol OKSBP.

Caution About Forward-Looking Statements

Southwest makes forward-looking statements in this news release that are subject to risks and uncertainties.  These statements are intended to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include: 

· Statements of Southwest's goals, intentions, and expectations;

· Estimates of risks and of future costs and benefits;

· Expectations regarding Southwest’s future financial performance and the financial performance of its operating segments;

· Expectations regarding regulatory actions;

· Expectations regarding Southwest’s ability to utilize tax loss benefits;

· Assessments of loan quality, probable loan losses, and the amount and timing of loan payoffs;

· Estimates of the value of assets held for sale or available for sale; and

NASDAQ: OKSB

OKSBP

Southwest Bancorp, Inc. Reports First Quarter 2013 Results

· Statements of Southwest’s ability to achieve financial and other goals.

These forward-looking statements are subject to significant uncertainties because they are based upon: the amount and timing of future changes in interest rates, market behavior, and other economic conditions; future laws, regulations, and accounting principles; changes in regulatory standards and examination policies, and a variety of other matters. These other matters include, among other things, the direct and indirect effects of economic conditions on interest rates, credit quality, loan demand, liquidity, and monetary and supervisory policies of banking regulators.  Because of these uncertainties, the actual future results may be materially different from the results indicated by these forward-looking statements. In addition, Southwest's past growth and performance do not necessarily indicate future results.  For other factors, risks, and uncertainties that could cause actual results to differ materially from estimates and projections contained in forward-looking statements, please read Southwest’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2012.  You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors”.

The cautionary statements in this release also identify important factors and possible events that involve risk and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.  These forward-looking statements speak only as of the date on which the statements were made.  Southwest does not intend, and undertakes no obligation, to update or revise any forward-looking statements contained in this release, whether as a result of differences in actual results, changes in assumptions, or changes in other factors affecting such statements, except as required by law.

Southwest is required under generally accepted accounting principles to evaluate subsequent events and their impact, if any, on its financial statements as of March 31, 2013 through the date its financial statements are filed with the Securities and Exchange Commission.  The March 31, 2013 financial statements included in this release will be adjusted if necessary to properly reflect the impact of subsequent events on estimates used to prepare those statements. 

NASDAQ: OKSB

OKSBP

Southwest Bancorp, Inc. Reports First Quarter 2013 Results

Financial Tables

Unaudited Financial Highlights	Table 1
Unaudited Consolidated Statements of Financial Condition	Table 2
Unaudited Consolidated Statements of Operations	Table 3
Unaudited Average Balances, Yields, and Rates-Quarterly	Table 4
Unaudited Quarterly Summary Loan Data	Table 5
Unaudited Quarterly Summary Financial Data	Table 6
Unaudited Quarterly Supplemental Analytical Data	Table 7

SOUTHWEST BANCORP, INC.
UNAUDITED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share) Table 1

	First Quarter					Fourth Quarter
QUARTERLY HIGHLIGHTS					%			%
	2013		2012		Change		2012	Change
Operations
Net interest income	$	15,606	$	20,849	(25)%	$	17,285	(10)%
Provision for loan losses		498		1,716	(71)		3,085	(84)
Noninterest income		3,537		3,514	1		4,871	(27)
Noninterest expense		14,388		14,309	1		17,653	(18)
Income before taxes		4,257		8,338	(49)		1,418	200
Taxes on income		1,868		3,127	(40)		446	319
Net income		2,389		5,211	(54)		972	146
Net income available to common shareholders		2,389		4,119	(42)		972	146
Diluted earnings per share		0.12		0.21	(43)		0.05	140
Balance Sheet
Total assets		2,091,694		2,268,264	(8)		2,122,255	(1)
Loans held for sale		7,297		38,765	(81)		31,682	(77)
Noncovered portfolio loans		1,296,317		1,570,866	(17)		1,321,346	(2)
Covered portfolio loans		23,601		33,314	(29)		25,707	(8)
Total deposits		1,677,668		1,806,780	(7)		1,709,578	(2)
Total shareholders' equity		250,509		306,046	(18)		246,056	2
Book value per common share		12.72		12.21	4		12.60	1
Key Ratios
Net interest margin		3.16%		3.82%			3.41%
Efficiency ratio		75.16		58.73			79.68
Total capital to risk-weighted assets		22.67		22.49			21.56
Nonperforming loans to portfolio loans - noncovered		2.50		0.92			2.91
Shareholders' equity to total assets		11.98		13.71			11.59
Tangible common equity to tangible assets*		11.93		10.42			11.54
Return on average assets (annualized)		0.46		0.89			0.18
Return on average common equity (annualized)		3.89		7.00			1.56
Return on average tangible common equity (annualized)**		3.90		7.03			1.56

Balance sheet amounts and ratios are as of period end unless otherwise noted.
* This is a Non-GAAP financial measure.  Please see Table 7 for a reconciliation to the most directly comparable GAAP based measure.
** This is a Non-GAAP financial measure.
Please see accompanying tables for additional financial information

.

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENS OF FINANCIAL CONDITION
(Dollars in thousands) Table 2

	March 31,		December 31,			March 31,
	2013		2012			2012
Assets
Cash and due from banks	$	26,677	$	45,045	$	24,458
Interest-bearing deposits		317,513		243,034		167,005
Cash and cash equivalents		344,190		288,079		191,463
Securities held to maturity (fair values of $12,539, $13,659, and $13,564, respectively)		11,777		12,797		12,981
Securities available for sale (amortized cost of $348,099, $358,317, and $314,534, respectively)		353,828		364,315		320,879
Loans held for sale		7,297		31,682		38,765
Noncovered loans receivable		1,296,317		1,321,346		1,570,866
Less: Allowance for loan losses		(42,639)		(46,494)		(45,023)
Net noncovered loans receivable		1,253,678		1,274,852		1,525,843
Covered loans receivable (includes loss share: $5,612, $6,714, and $8,638, respectively)		23,601		25,707		33,314
Less: Allowance for loan losses		(214)		(224)		(60)
Net covered loans receivable		23,387		25,483		33,254
Net loans receivable		1,277,065		1,300,335		1,559,097
Accrued interest receivable		6,346		6,365		7,408
Income tax receivable		1,665		24,525		24,544
Premises and equipment, net		21,395		21,691		22,587
Noncovered other real estate		9,422		11,315		19,329
Covered other real estate		2,243		3,643		4,694
Goodwill		1,214		1,214		1,214
Other intangible assets, net		4,869		4,864		4,858
Other assets		50,383		51,430		60,445
Total assets	$	2,091,694	$	2,122,255	$	2,268,264
Liabilities
Deposits:
Noninterest-bearing demand	$	416,979	$	424,008	$	395,141
Interest-bearing demand		125,914		112,012		119,759
Money market accounts		437,629		423,417		349,419
Savings accounts		39,733		37,693		34,679
Time deposits of $100,000 or more		317,270		351,273		464,876
Other time deposits		340,143		361,175		442,906
Total deposits		1,677,668		1,709,578		1,806,780
Accrued interest payable		1,064		1,116		5,016
Other liabilities		9,618		13,180		13,320
Other borrowings		70,872		70,362		55,139
Subordinated debentures		81,963		81,963		81,963
Total liabilities		1,841,185		1,876,199		1,962,218
Shareholders' equity
Serial preferred stock - $1,000 par value; 2,000,000 shares authorized;
0, 0, and 70,000 shares issued and outstanding, respectively		-		-		68,644
Common stock - $1 par value; 40,000,000 shares authorized;
19,692,038, 19,529,705, and 19,445,913 shares issued and outstanding, respectively		19,692		19,530		19,446
Additional paid-in capital		101,622		99,705		98,895
Retained earnings		127,483		125,093		116,765
Accumulated other comprehensive income		1,712		1,728		2,296
Total shareholders' equity		250,509		246,056		306,046
Total liabilities and shareholders' equity	$	2,091,694	$	2,122,255	$	2,268,264

SOUTHWEST BANCORP, INC.
UNAUDITED CONSOLIDATED STATEMENS OFOPERATIONS
(Dollars in thousands) Table 3

	For the three months
	ended March 31,
	2013		2012
Interest income
Loans	$	17,006	$	23,377
Investment securities		1,691		1,946
Other interest-earning assets		240		184
Total interest income		18,937		25,507
Interest expense
Interest-bearing deposits		1,652		2,896
Other borrowings		220		224
Subordinated debentures		1,459		1,538
Total interest expense		3,331		4,658
Net interest income		15,606		20,849
Provision for loan losses		498		1,716
Net interest income after provision for loan losses		15,108		19,133
Noninterest income
Service charges and fees		2,660		2,927
Gain on sales of loans		814		535
Other noninterest income		63		52
Total noninterest income		3,537		3,514
Noninterest expense
Salaries and employee benefits		8,136		7,247
Occupancy		2,574		2,545
FDIC and other insurance		491		783
Other real estate, net		353		372
General and administrative		2,834		3,362
Total noninterest expense		14,388		14,309
Income before taxes		4,257		8,338
Taxes on income		1,868		3,127
Net income	$	2,389	$	5,211
Net income available to common shareholders	$	2,389	$	4,119
Basic earnings per common share	$	$ 0.12	$	0.21
Diluted earnings per common share		$ 0.12		0.21
Common dividends declared per share		-		-

SOUTHWEST BANCORP, INC.
UNAUDITED AVERAGE BALANCES, YIELDS, AND RATES - QUARTERLY
(Dollars in thousands) Table 4

	For the three months ended
	March 31, 2013					December 31, 2012
	Average				Average	Average				Average
	Balance		Interest		Yield/Rate	Balance		Interest		Yield/Rate
Assets
Noncovered loans	$	1,330,578	$	16,514	5.03%	$	1,424,512	$	18,427	5.15%
Covered loans		24,895		492	8.01		25,860		594	9.14
Investment securities		380,525		1,691	1.80		380,531		1,796	1.88
Other interest-earning assets		268,396		240	0.36		185,136		191	0.41
Total interest-earning assets		2,004,394		18,937	3.83		2,016,039		21,008	4.15
Other assets		87,592					125,027
Total assets	$	2,091,986				$	2,141,066
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	133,600	$	45	0.14%	$	105,854	$	41	0.15%
Money market accounts		419,635		236	0.23		398,143		327	0.33
Savings accounts		38,721		12	0.13		37,242		14	0.15
Time deposits		683,159		1,359	0.81		747,579		1,632	0.87
Total interest-bearing deposits		1,275,115		1,652	0.53		1,288,818		2,014	0.62
Other borrowings		69,728		220	1.28		67,709		224	1.32
Subordinated debentures		81,963		1,459	7.12		81,963		1,485	7.25
Total interest-bearing liabilities		1,426,806		3,331	0.95		1,438,490		3,723	1.03
Noninterest-bearing demand deposits		403,547					419,086
Other liabilities		12,285					34,990
Shareholders' equity		249,348					248,500
Total liabilities and shareholders' equity	$	2,091,986				$	2,141,066
Net interest income and spread			$	15,606	2.88%			$	17,285	3.12%
Net interest margin (1)					3.16%					3.41%
Average interest-earning assets
to average interest-bearing liabilities		140.48%					140.15%
(1) Net interest margin = annualized net interest income / average interest-earning assets

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUMMARY LOAN DATA
(Dollars in thousands) Table 5

	2013		2012
	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
LOAN COMPOSITION
Noncovered:
Real estate mortgage:
Commercial	$	819,873	$	870,977	$	898,453	$	931,239	$	996,486
One-to-four family residential		73,911		70,952		74,081		74,390		76,287
Real estate construction:
Commercial		139,462		130,753		206,342		211,098		222,678
One-to-four family residential		5,015		3,656		3,438		4,184		3,814
Commercial		232,224		240,498		244,018		263,085		273,324
Installment and consumer:
Guaranteed student loans		4,576		4,680		4,872		5,153		5,276
Other		28,553		31,512		32,710		33,555		31,766
Total noncovered loans, including held for sale		1,303,614		1,353,028		1,463,914		1,522,704		1,609,631
Less allowance for loan losses		(42,639)		(46,494)		(43,607)		(43,807)		(45,023)
Total noncovered loans, net	$	1,260,975	$	1,306,534	$	1,420,307	$	1,478,897	$	1,564,608
Covered:
Real estate mortgage:
Commercial	$	16,970	$	18,298	$	20,664	$	21,472	$	22,607
One-to-four family residential		4,458		4,881		5,059		5,432		5,766
Real estate construction:
Commercial		367		382		419		1,627		2,344
Commercial		1,715		2,037		1,937		2,033		2,401
Installment and consumer		91		109		118		148		196
Total covered loans		23,601		25,707		28,197		30,712		33,314
Less allowance for loan losses		(214)		(224)		(138)		(91)		(60)
Total covered loans, net	$	23,387	$	25,483	$	28,059	$	30,621	$	33,254
LOANS BY SEGMENT
Oklahoma banking	$	628,747	$	652,121	$	704,916	$	751,758	$	810,217
Texas banking		495,815		520,481		560,197		588,370		616,455
Kansas banking		195,355		174,451		192,249		189,292		177,508
Subtotal		1,319,917		1,347,053		1,457,362		1,529,420		1,604,180
Secondary market		7,298		31,682		34,749		23,996		38,765
Total loans	$	1,327,215	$	1,378,735	$	1,492,111	$	1,553,416	$	1,642,945
NONPERFORMING LOANS BY TYPE
Construction & development	$	6,409	$	3,355	$	3,436	$	3,608	$	3,768
Commercial real estate		13,362		18,337		20,576		4,932		6,821
Commercial		11,861		15,232		1,791		10,878		2,209
One-to-four family residential		651		1,310		949		1,125		1,508
Consumer		73		160		131		176		118
Total nonperforming loans - noncovered	$	32,356	$	38,394	$	26,883	$	20,719	$	14,424
NONPERFORMING LOANS BY SEGMENT
Oklahoma banking	$	2,000	$	2,956	$	4,369	$	2,979	$	3,550
Texas banking		28,817		33,756		19,940		14,894		5,703
Kansas banking		1,539		1,682		2,574		2,846		5,171
Total nonperforming loans - noncovered	$	32,356	$	38,394	$	26,883	$	20,719	$	14,424
OTHER REAL ESTATE BY TYPE
Construction & development	$	215	$	215	$	445	$	2,585	$	3,542
Commercial real estate		9,207		11,003		14,130		14,129		14,854
One-to-four family residential		-		97		108		549		933
Total other real estate - noncovered	$	9,422	$	11,315	$	14,683	$	17,263	$	19,329
Continued

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUMMARY LOAN DATA
(Dollars in thousands) Table 5
Continued

	2013			2012
	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
OTHER REAL ESTATE BY SEGMENT
Oklahoma banking	$	1,980	$	3,393	$	6,178	$	6,178	$	6,273
Texas banking		7,227		7,227		7,227		9,162		9,846
Kansas banking		215		695		1,278		1,923		3,210
Total other real estate - noncovered	$	9,422	$	11,315	$	14,683	$	17,263	$	19,329
POTENTIAL PROBLEM LOANS BY TYPE
Construction & development	$	19,968	$	22,077	$	22,565	$	25,563	$	33,907
Commercial real estate		60,329		58,549		53,725		71,537		67,654
Commercial		8,220		12,526		9,305		12,753		23,506
One-to-four family residential		1,129		1,147		1,157		1,230		1,253
Consumer		-		62		-		-		-
Total potential problem loans  - noncovered	$	89,646	$	94,361	$	86,752	$	111,083	$	126,320
POTENTIAL PROBLEM LOANS BY SEGMENT
Oklahoma banking	$	32,246	$	30,875	$	39,606	$	48,038	$	44,122
Texas banking		51,978		58,377		43,313		59,368		79,735
Kansas banking		5,422		5,109		3,833		3,677		2,463
Total potential problem loans  - noncovered	$	89,646	$	94,361	$	86,752	$	111,083	$	126,320
LOANS OUT OF MARKET
Net balance of loans out of market:
Arizona	$	33,017	$	40,326	$	41,255	$	39,449	$	34,749
Iowa		22,659		22,826		22,958		23,022		23,130
California		10,866		9,791		9,684		9,922		10,252
Kentucky		10,144		8,691		7,517		9,455		517
Mississippi		9,170		9,239		9,842		-		-
South Carolina		7,205		7,244		7,283		7,320		-
Tennessee		6,246		6,204		6,232		6,310		6,368
Florida		6,333		6,254		6,204		6,240		6,269
Ohio		4,132		10,438		11,182		11,502		12,650
New Mexico		4,129		3,696		3,696		3,714		3,715
Other		14,136		18,956		19,988		20,314		25,240
Total loans out of market	$	128,037	$	143,665	$	145,841	$	137,248	$	122,890
Nonperforming loans out of market:
Arizona	$	13,419	$	11,599	$	250	$	256	$	261
Florida		270		275		281		287		293
Colorado		131		131		131		131		131
Other		-		59		-		-		-
Total nonperforming out of market	$	13,820	$	12,064	$	662	$	674	$	685
Potential problem loans out of market:
Iowa	$	11,792	$	11,868	$	11,941	$	11,970	$	12,035
California		524		536		548		559		570
Florida		80		85		90		95		100
Arizona		-		9,037		-		-		-
Total potential problem out of market	$	12,396	$	21,526	$	12,579	$	12,624	$	12,705
Continued

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUMMARY LOAN DATA
(Dollars in thousands) Table 5
Continued

	2013		2012
	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
ALLOWANCE ACTIVITY
Balance, beginning of period	$	46,718	$	43,745	$	43,898	$	45,083	$	44,684
Charge offs		4,651		722		2,653		2,229		1,936
Recoveries		288		610		4,226		1,012		619
Net charge offs (recoveries)		4,363		112		(1,573)		1,217		1,317
Provision for loan losses		498		3,085		(1,726)		32		1,716
Balance, end of period	$	42,853	$	46,718	$	43,745	$	43,898	$	45,083
NET CHARGE OFFS BY TYPE
Construction & development	$	(19)	$	(22)	$	(1,823)	$	(85)	$	(42)
Commercial real estate		416		(18)		2,022		91		14
Commercial		3,751		239		(1,894)		1,228		1,211
One-to-four family residential		167		(40)		20		(105)		123
Consumer		48		(47)		102		88		11
Total net charge offs (recoveries) by type	$	4,363	$	112	$	(1,573)	$	1,217	$	1,317
NET CHARGE OFFS BY SEGMENT
Oklahoma banking	$	589	$	(261)	$	5	$	(247)	$	1,150
Texas banking		3,241		305		857		1,139		227
Kansas banking		533		68		(2,435)		325		(60)
Total net charge offs (recoveries) by segment	$	4,363	$	112	$	(1,573)	$	1,217	$	1,317

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUMMARY FINANCIAL DATA
(Dollars in thousands) Table 6

	2013		2012
	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
PER SHARE DATA
Basic earnings per common share	$	0.12	$	0.05	$	0.22	$	0.15	$	0.21
Diluted earnings per common share		0.12		0.05		0.22		0.15		0.21
Book value per common share		12.72		12.60		12.59		12.35		12.21
Tangible book value per share*		12.66		12.54		12.53		12.29		12.15
COMMON STOCK
Shares issued and outstanding		19,692,038		19,529,721		19,448,312		19,447,202		19,445,913
OTHER FINANCIAL DATA
Investment securities	$	365,605	$	377,112	$	381,499	$	340,378	$	333,860
Loans held for sale		7,297		31,682		34,749		23,996		38,765
Noncovered portfolio loans		1,296,317		1,321,346		1,429,165		1,498,708		1,570,866
Total noncovered loans		1,303,614		1,353,028		1,463,914		1,522,704		1,609,631
Covered portfolio loans		23,601		25,707		28,197		30,712		33,314
Total assets		2,091,694		2,122,255		2,151,153		2,264,123		2,268,264
Total deposits		1,677,668		1,709,578		1,743,673		1,788,379		1,806,780
Other borrowings		70,872		70,362		66,694		68,477		55,139
Subordinated debentures		81,963		81,963		81,963		81,963		81,963
Total shareholders' equity		250,509		246,056		244,821		309,003		306,046
Mortgage servicing portfolio		356,032		343,397		329,184		305,465		301,378
INTANGIBLE ASSET DATA
Goodwill	$	1,214	$	1,214	$	1,214	$	1,214	$	1,214
Core deposit intangible		2,424		2,543		2,664		2,785		2,906
Mortgage servicing rights		2,445		2,321		2,122		1,975		1,952
Total intangible assets	$	6,083	$	6,078	$	6,000	$	5,974	$	6,072
Intangible amortization expense	$	410	$	283	$	283	$	282	$	296
DEPOSIT COMPOSITION
Non-interest bearing demand	$	416,979	$	424,008	$	429,407	$	421,083	$	395,141
Interest-bearing demand		125,914		112,012		113,677		119,929		119,759
Money market accounts		437,629		423,417		385,296		361,839		349,419
Savings accounts		39,733		37,693		36,461		35,610		34,679
Time deposits of $100,000 or more		317,270		351,273		389,969		431,317		464,876
Other time deposits		340,143		361,175		388,863		418,601		442,906
Total deposits**	$	1,677,668	$	1,709,578	$	1,743,673	$	1,788,379	$	1,806,780
OFFICES AND EMPLOYEES
FTE Employees		412		422		429		430		435
Branches		22		22		23		23		23
Loan production offices		1		1		2		2		2
Assets per employee	$	5,077	$	5,029	$	5,014	$	5,265	$	5,214
____________________
*This is a Non-GAAP based financial measure.
**Calculation of Non-brokered Deposits and Core Funding (Non-GAAP Financial Measures)
Total deposits	$	1,677,668	$	1,709,578	$	1,743,673	$	1,788,379	$	1,806,780
Less:
Brokered time deposits		5,760		9,865		10,197		12,238		13,307
Other brokered deposits		3,422		3,421		4,421		4,420		6,529
Non-brokered deposits	$	1,668,486	$	1,696,292	$	1,729,055	$	1,771,721	$	1,786,944
Plus:
Sweep repurchase agreements		45,872		45,362		41,694		43,477		30,139
Core funding	$	1,714,358	$	1,741,654	$	1,770,749	$	1,815,198	$	1,817,083
Balance sheet amounts are as of period end unless otherwise noted.

a

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUPPLEMENTAL ANALYTICAL DATA
(Dollars in thousands) Table 7

	2013		2012
	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
PERFORMANCE RATIOS
Return on average assets (annualized)		0.46%		0.18%		1.06%		0.73%		0.89%
Return on average common equity (annualized)		3.89		1.56		7.11		5.03		7.00
Return on average tangible common equity
(annualized)*		3.90		1.56		7.15		5.06		7.03
Net interest margin (annualized)		3.16		3.41		3.59		3.71		3.82
Effective tax rate		43.88		31.45		39.73		37.12		37.50
Efficiency ratio		75.16		79.68		64.47		71.82		58.73
NONPERFORMING ASSETS
Noncovered:
Nonaccrual loans	$	32,356	$	35,104	$	26,493	$	20,474	$	14,324
90 days past due and accruing		-		3,290		390		245		100
Total nonperforming loans		32,356		38,394		26,883		20,719		14,424
Other real estate		9,422		11,315		14,683		17,263		19,329
Total nonperforming assets	$	41,778	$	49,709	$	41,566	$	37,982	$	33,753
Performing restructured	$	512	$	290	$	281	$	328	$	1,700
Potential problem loans	$	89,646	$	94,361	$	86,752	$	111,083	$	126,320
Covered:
Nonaccrual loans	$	2,873	$	3,595	$	4,809	$	6,067	$	7,015
90 days past due and accruing		-		-		353		-		-
Total nonperforming loans		2,873		3,595		5,162		6,067		7,015
Other real estate		2,243		3,643		4,142		3,825		4,694
Total nonperforming assets	$	5,116	$	7,238	$	9,304	$	9,892	$	11,709
Performing restructured	$	1,854	$	2,523	$	2,548	$	1,701	$	-
Potential problem loans	$	3,986	$	3,155	$	1,621	$	1,573	$	553
ASSET QUALITY RATIOS
Net loan charge-offs to average portfolio
loans (annualized)		1.32%		0.03%		(0.42)%		0.31%		0.32%
Noncovered:
Nonperforming assets to portfolio loans and
other real estate		3.20%		3.73%		2.88%		2.51%		2.12%
Nonperforming loans to portfolio loans		2.50		2.91		1.88		1.38		0.92
Allowance for loan losses to portfolio loans		3.29		3.52		3.05		2.92		2.87
Allowance for loan losses to
nonperforming loans		131.78		121.10		162.21		211.43		312.14
Covered:
Nonperforming assets to portfolio loans and
other real estate		19.80%		24.66%		28.77%		28.64%		30.81%
Nonperforming loans to portfolio loans		12.17		13.98		18.31		19.75		21.06
Allowance for loan losses to portfolio loans		0.91		0.87		0.49		0.30		0.18
Allowance for loan losses to
nonperforming loans		7.45		6.23		2.67		1.50		0.86
CAPITAL RATIOS
Average total shareholders' equity to
average assets		11.92%		11.61%		12.31%		13.56%		12.99%
Leverage ratio		15.59		15.01		14.49		16.84		16.20
Tier 1 capital to risk-weighted assets		22.25		20.28		19.36		22.24		21.21
Total capital to risk-weighted assets		23.54		21.56		20.64		23.52		22.49
Tangible common equity to tangible assets***		11.93		11.54		11.33		10.56		10.42
Continued

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUPPLEMENTAL ANALYTICAL DATA
(Dollars in thousands) Table 7 Continued

	2013		2012
	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
REGULATORY CAPITAL DATA
Tier I capital	$	324,659	$	319,665	$	317,665	$	382,263	$	378,949
Total capital		343,562		339,964		338,739		404,252		401,808
Total risk adjusted assets		1,459,465		1,576,521		1,641,121		1,719,058		1,786,282
Average total assets		2,082,789		2,130,035		2,192,579		2,269,640		2,339,784
____________________
*This is a Non-GAAP based financial measure.
***Calculation of Tangible Capital to Tangible Assets (Non-GAAP Financial Measure)
Total shareholders' equity	$	250,509	$	246,056	$	244,821	$	309,003	$	306,046
Less:
Goodwill		1,214		1,214		1,214		1,214		1,214
Preferred stock		-		-		-		68,837		68,644
Tangible common equity	$	249,295	$	244,842	$	243,607	$	238,952	$	236,188
Total assets	$	2,091,694	$	2,122,255	$	2,151,153	$	2,264,123	$	2,268,264
Less goodwill		1,214		1,214		1,214		1,214		1,214
Tangible assets	$	2,090,480	$	2,121,041	$	2,149,939	$	2,262,909	$	2,267,050
Tangible common equity to tangible assets		11.93%		11.54%		11.33%		10.56%		10.42%
Balance sheet amounts and ratios are as of period end unless otherwise noted.

EX-99.2