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): October 22, 2013  (October22, 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 October 22, 2013, Southwest Bancorp, Inc. (the “Company”) issued a press release reporting its results of operations and its financial condition for the quarter ended September 30,  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 September 30,  2013.

Item 8.01.  Other Events.

On Wednesday,  October 23, 2013, at 8:30 a.m. Central Time, the Company will host an investor conference call and webcast to review its third 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 October 23, 2013.The presentation materials are attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits:

99.1:Press Release dated October 22, 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.

October 22, 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 October 22, 2013	Filed herewith electronically
99.2	Presentation materials	Filed herewith electronically

EX-99.1

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

For Immediate Release

Southwest Bancorp, Inc. Reports ThirdQuarter 2013Results

October 22, 2013, Stillwater, Oklahoma . . . . Southwest Bancorp, Inc. (NASDAQ Global Select Market - OKSB), (“Southwest”), today reported net income available to common shareholders for the third quarter of 2013 of $3.8 million, or $0.19 per diluted share, compared to $4.4 million, or $0.22 per diluted share, for the second quarter of 2013.  The second quarter’s results included net pre-tax gainsof $1.4 million on the sale of other real estate.  Net income available to common shareholders for the nine months ended September 30, 2013 totaled $10.6 million, or $0.54 per diluted share, compared to $11.5 million, or $0.59 per diluted share, for the nine months ended September 30, 2012.

Mark Funke, President and CEO, stated, “We are pleased to announce solid core earnings, stabilized credit quality and a continued strong balance sheet structure for the third quarter of 2013.  The third quarter marked ongoing progress toward producing consistent, conservative, and sustainable earnings growth for our company.  Additionally, in the third quarter we announced that we will be consolidating our two bank charters and adopting the new name of Bank SNB across our three state geographic footprint effective November 16, 2013.  These changes will unify our brand as one bank under Southwest Bancorp, Inc. to better serve our clients and prepares us for growth in the future.”

Joe Shockley, CFO, stated, “During the quarter, we were pleased to redeem our 10.5% Trust Preferred Securities with par value of $34.5 million on September 16, 2013, which will improve our net interest income by approximately $3.5 million annually. The Company’s capital and liquidity remain strong.”

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 September 30, 2013, total assets were $2.0 billion, down $59.6 million compared to June 30, 2013,  primarily due to a decline in cash and cash equivalents as a result of the Trust Preferred Securities redemption.  Total loans were $1.3 billion, flat when compared to June 30, 2013, and total investment securities were $382.0 million as of September 30, 2013, an increase of $9.6 million compared June 30, 2013.

At September 30, 2013, the allowance for loan losses was $40.0 million, flat when compared to June 30, 2013.  The allowance for loan losses to portfolio loans was 3.12% as of September 30, 2013 and June 30, 2013.  The allowance for loan losses to nonperforming loans was 137.03% as of September 30, 2013, compared to 136.44% as of June 30, 2013.

Nonperforming loans decreased by $0.3 million during the quarter.  Other real estate at September 30, 2013 was $0.7 million, an increase of $0.5 million from June 30, 2013 and a decrease of $14.0 million from September 30, 2012.  Nonperforming assets were $29.9 million, or 2.33% of portfolio loans and other real estate, as of September

30, 2013,  an increase of $0.2 million (1%) from $29.7 million, or 2.30% of portfolio loans and other real estate, as of June 30, 2013.

Total core funding, which includes all non-brokered deposits and sweep repurchase agreements, comprised 98% of total funding as of September 30, 2013 and June 30, 2013.  Wholesale funding, including FHLB borrowings, federal funds purchased, and brokered deposits, accounted for 2% of total funding at September 30, 2013 and June 30, 2013.  Please see Table 7 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 September 30, 2013,  exceeded the criteria for regulatory classification as “well-capitalized”.  Southwest’s total regulatory capital was $315.6 million, for a total risk-based capital ratio of 21.52%, and Tier 1 capital was $296.5 million, for a Tier 1 risk-based capital ratio of 20.22%.  Southwest’s capital exceeded the minimum to be classified as “well-capitalized” by $168.9 million.  Stillwater National Bank, Southwest’s principal banking subsidiary, had total regulatory capital of $249.2 million, for a total risk-based capital ratio of 19.27%, and Tier 1 capital of $232.7 million, for a Tier 1 risk-based capital ratio of 17.99%.  Stillwater National Bank exceeded the minimum to be classified as “well-capitalized” by $119.9 million.  Designation as a well-capitalized institution under regulations does not constitute a recommendation or endorsement by Federal bank regulators.

Third Quarter Results:

Summary:  For the third quarter of 2013, net income available to common shareholders was $3.8 million, compared to $4.4 million for the second quarter of 2013, and $4.3 million for the third quarter of 2012.  The $0.6 million decrease in net income available to common shareholders compared to the second quarter of 2013 is primarily the result of a $0.2 million increase in noninterest expense and a $0.5 million decrease in the negative provision for loan losses, offset in part by a $0.1 million increase in net interest income.

The $0.5 million decrease in our net income available to common shareholders compared to the third quarter of 2012 is the result of a  $3.4 million decrease in net interest income, a $1.4 million decrease in the negative provision for loan losses, and a $0.4 million decrease in noninterest income, offset in part by a $1.6 million decrease in noninterest expense, a$1.6 million decrease in income tax expense, and a $1.5 million decrease primarily individends on preferred stock due to the repurchase during 2012. 

Net Interest Income:Net interest income totaled $15.3 million for the third quarter of 2013, compared to $15.1 million for the second quarter of 2013, an increase of $0.1 million, or 1%, and to $18.7 million for the third quarter of 2012, a decrease of $3.4 million, or 18%.  Net interest margin was 3.11% for the third quarter of 2013, compared to 3.07% for the second quarter of 2013 and 3.59% for the third quarter of 2012.  With the rate environment remaining low in the short to mid-term, earning assets are repricing at lower rates.  Noncovered loans (including loans held for sale) declined $8.8 million, or 1%, from June 30, 2013, and $176.3 million, or 12%, from September 30, 2012, primarily due to a decline in commercial real estate loans.  On September 16, 2013, we redeemed the 10.5% Trust Preferred Securities with par value of $34.5 million.

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 was a credit (or negative provision)of $0.3 million for the third quarter of 2013, compared to a credit of $0.9 million for the second quarter of 2013 and a credit of $1.7 million for third quarter of 2012.  For the third quarter of 2013, net recoveries totaled $0.1 million, or (0.02%) (annualized) of average portfolio loans, compared to net charge-offs of $1.6 million, or 0.50% (annualized) of average portfolio loans for the second quarter of 2013, and net recoveries of $1.6 million, or (0.42%) (annualized) of average portfolio loans for the third quarter of 2012. 

Noninterest Income:  Noninterest income totaled $3.5 million for both the third quarter and second quarter of 2013, compared to $4.0 million for the third quarter of 2012.  The decrease from third quarter 2012 includes a $0.5 million decrease in the gain on sales of loans and a $0.1 million decrease in service charges and fees, offset in part by a $0.2 million increase in other noninterest income.  For the third quarter 2013, the decrease in gain on sale of loans was offset by the increase in other noninterest income due to a legal settlement.

Noninterest Expense:Noninterest expense totaled $13.0 million for the third quarter of 2013, compared to $12.8 million for the second quarter of 2013 and $14.6 million for the third quarter of 2012. 

The $0.2 million increase in noninterest expense from second quarter of 2013primarily consists of a $1.0 million increase in other real estate expense, due to decreased net gains on sales of other real estate properties from those generated in the second quarter of this year, offset in part by a $0.4 million decrease in personnel expense, a $0.3 million decrease in general and administrative expense, and a $0.2 million decrease in the provision for unfunded loan commitments.

The $1.6 million decrease in noninterest expense from third quarter of 2012 consists of a $1.7 million decrease in other real estate expense due to decreased expenses and write-downs as a result of fewer other real estate properties.  Also included in the decline from third quarter of 2012 is a $0.3 million decrease in general and administrative expense, which is primarily the result of decreased consulting fees, legal fees, and miscellaneous expenses, and a $0.1 million decrease in FDIC and other insurance expense, offset in part by a $0.3 million increase in personnel expense and a $0.2 million increase in provision for unfunded loan commitments.

Income Tax:  Income tax expense totaled $2.3 million for the third quarter of 2013, compared to $2.2 million for the second quarter of 2013 and $3.9 million for the third quarter of 2012.  The income tax expense fluctuates in relation to pre-tax income levels.  The third quarter of 2013 effective tax rate was 38.01%.

Year-to-date Results:

Summary:  Net income available to common shareholders was $10.6 million as of September 30, 2013, compared to $11.5 million as of September 30, 2012.  The $0.9 million decrease in our net income available to common shareholders from September 30, 2012 is primarily the result of a $13.3 million decrease in net interest incomeand a $0.5 million decrease in noninterest income, offset in part by a $5.4million decrease in noninterest expense, a $3.7 million decrease primarily individends on preferred stock due to the repurchase during 2012,  a $3.0 million decrease in income tax expense, anda  $0.7 million decrease in the provision for loan losses.  

Net Interest Income:Net interest income totaled $46.0 million for the first nine months of 2013, compared to $59.3 million for the first nine months of 2012, a decrease of $13.3 million, or  22%.  Lower average loan volume was the primary cause of this decrease.  Year-to-date net interest margin was 3.11%, compared to 3.71% for 2012.  With the rate environment remaining low, earning assets are repricing at lower rates.

Provision for Loan Losses and Net Charge-offs:The provision for loan losses is the amount of expense 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 for the period. The provision for loan losses was a credit (or negative provision)of $0.7million for the first nine months of 2013, compared to an expense of $22,000 for the first nine months of 2012.  Net charge-offs totaled $5.9million, or 0.61% (annualized) of average portfolio loans year-to-date as of September 30, 2013, compared to $1.0 million, or 0.08% (annualized) of average portfolio loans for the same period of 2012.

Noninterest Income:  Noninterest income totaled $10.6 million for the first nine months of 2013, compared to $11.1 million for the first nine months of 2012.  The decrease consists of a $0.7 million decline in service charges and fees, offset in part by a $0.2 million increase in other noninterest income.

Noninterest Expense:Noninterest expense totaled $40.2 million for the first nine months of 2013, compared to $45.7 million for the first nine months of 2012.  The decrease consists of a $5.1 million decrease in other real estate expense, which is primarily due to net gains recognized on the sale of other real estate properties combined with decreased expenses associated with other real estate properties.  Also included in the decline from the first nine months of 2012 is a $1.6 million decrease in general and administrative expense, which is primarily the result of lower legal fees, consulting fees, other loan costs, and bank exam fees, and a $0.7 million decrease in FDIC and other insurance expense, offset in part by a $1.9 million increase in personnel expense.

Income Tax:  Income tax expense totaled $6.4 million for the first nine months of 2013, compared to $9.4 million for the first nine months of 2012.  The income tax expense fluctuates in relation to pre-tax income levels.  The year-to-date effective tax rate was 37.81% as of September 30, 2013.

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 September 30, 2013,  Southwest had total assets of $2.0 billion, deposits of $1.6 billion, and shareholders’ equity of $252.8 million.

Southwest’s area of expertise focuses on the special financial needs of healthcare and health professionals, businesses and their managers and owners, commercial lending, energy banking, 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 September 30, 2013, approximately $456.5 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.

Southwest’s common stock is traded on the NASDAQ Global Select Market under the symbol OKSB. 

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

· 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 September 30, 2013 through the date its financial statements are filed with the Securities and Exchange Commission.  The September 30,  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. 

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 Average Balances, Yields, and Rates-Year-to-date	Table 5
Unaudited Quarterly Summary Loan Data	Table 6
Unaudited Quarterly Summary Financial Data	Table 7
Unaudited Quarterly Supplemental Analytical Data	Table 8

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

	Third Quarter		Second Quarter			Third Quarter
QUARTERLY HIGHLIGHTS	2013				% Change	2012		% Change
Operations
Net interest income	$	15,273	$	15,134	1%	$	18,682	(18)%
Provision for loan losses		(329)		(876)	(62)		(1,726)	(81)
Noninterest income		3,547		3,491	2		3,950	(10)
Noninterest expense		13,019		12,839	1		14,591	(11)
Income before taxes		6,130		6,662	(8)		9,767	(37)
Taxes on income		2,330		2,248	4		3,880	(40)
Net income		3,800		4,414	(14)		5,887	(35)
Net income available to common shareholders		3,800		4,414	(14)		4,344	(13)
Diluted earnings per share		0.19		0.22	(14)		0.22	(14)
Balance Sheet
Total assets		1,972,367		2,031,962	(3)		2,151,153	(8)
Loans held for sale		3,641		7,217	(50)		34,749	(90)
Noncovered portfolio loans		1,284,004		1,289,226	(0)		1,429,165	(10)
Covered portfolio loans		18,980		21,646	(12)		28,197	(33)
Total deposits		1,583,791		1,615,961	(2)		1,743,673	(9)
Total shareholders' equity		252,802		249,420	1		244,821	3
Book value per common share		12.83		12.67	1		12.88	(0)
Key Ratios
Net interest margin		3.11%		3.07%			3.59%
Efficiency ratio		69.18		68.93			64.47
Total capital to risk-weighted assets		21.52		23.78			20.64
Nonperforming loans to portfolio loans - noncovered		2.27		2.29			1.88
Shareholders' equity to total assets		12.82		12.27			11.61
Tangible common equity to tangible assets*		12.76		12.22			11.33
Return on average assets (annualized)		0.75		0.87			1.07
Return on average common equity (annualized)		5.99		7.00			7.11
Return on average tangible common equity (annualized)**		6.02		7.03			7.15
	Nine Months
YEAR-TO-DATE  HIGHLIGHTS	2013		2012		% Change
Operations
Net interest income	$	46,013	$	59,278	(22)%
Provision for loan losses		(707)		22	(3,314)
Noninterest income		10,575		11,065	(4)
Noninterest expense		40,246		45,669	(12)
Income before taxes		17,049		24,652	(31)
Taxes on income		6,446		9,437	(32)
Net income		10,603		15,215	(30)
Net income available to common shareholders		10,603		11,476	(8)
Diluted earnings per share		0.54		0.59	(8)
Balance Sheet
Total assets		1,972,367		2,151,153	(8)
Loans held for sale		3,641		34,749	(90)
Noncovered portfolio loans		1,284,004		1,429,165	(10)
Covered portfolio loans		18,980		28,197	(33)
Total deposits		1,583,791		1,743,673	(9)
Total shareholders' equity		252,802		244,821	3
Book value per common share		12.83		12.88	(0)
Key Ratios
Net interest margin		3.11%		3.71%
Efficiency ratio (GAAP-based)		71.12		64.92
Total capital to risk-weighted assets		21.52		20.64
Nonperforming loans to portfolio loans - noncovered		2.27		1.88
Shareholders' equity to total assets		12.82		11.61
Tangible common equity to tangible assets*		12.76		11.33
Return on average assets (annualized)		0.69		0.89
Return on average common equity (annualized)		5.64		6.24
Return on average tangible common equity (annualized)**		5.67		6.41

Balance sheet amounts and ratios are as of period end unless otherwise noted.
* This is a Non-GAAP financial measure.  Please see Table 8 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 STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands) Table 2

	September 30,		December 31,		September 30,
	2013		2012			2012
Assets
Cash and due from banks	$	31,043	$	45,045	$	25,524
Interest-bearing deposits		214,241		243,034		164,712
Cash and cash equivalents		245,284		288,079		190,236
Securities held to maturity (fair values of $12,177, $13,659, and $13,854, respectively)		11,739		12,797		12,942
Securities available for sale (amortized cost of $371,433, $358,317, and $361,379, respectively)		370,262		364,315		368,557
Loans held for sale		3,641		31,682		34,749
Noncovered loans receivable		1,284,004		1,321,346		1,429,165
Less: Allowance for loan losses		(40,013)		(46,494)		(43,607)
Net noncovered loans receivable		1,243,991		1,274,852		1,385,558
Covered loans receivable (includes loss share: $4,282, $6,714, and $7,333, respectively)		18,980		25,707		28,197
Less: Allowance for loan losses		(68)		(224)		(138)
Net covered loans receivable		18,912		25,483		28,059
Net loans receivable		1,262,903		1,300,335		1,413,617
Accrued interest receivable		5,725		6,365		7,347
Income tax receivable		1,807		24,525		24,549
Premises and equipment, net		21,283		21,691		22,197
Noncovered other real estate		676		11,315		14,683
Covered other real estate		1,017		3,643		4,142
Goodwill		1,214		1,214		1,214
Other intangible assets, net		5,022		4,864		4,786
Other assets		41,794		51,430		52,134
Total assets	$	1,972,367	$	2,122,255	$	2,151,153
Liabilities
Deposits:
Noninterest-bearing demand	$	436,904	$	424,008	$	429,407
Interest-bearing demand		106,176		112,012		113,677
Money market accounts		423,720		423,417		385,296
Savings accounts		39,727		37,693		36,461
Time deposits of $100,000 or more		270,916		351,273		389,969
Other time deposits		306,348		361,175		388,863
Total deposits		1,583,791		1,709,578		1,743,673
Accrued interest payable		840		1,116		944
Other liabilities		9,878		13,180		13,058
Other borrowings		78,663		70,362		66,694
Subordinated debentures		46,393		81,963		81,963
Total liabilities		1,719,565		1,876,199		1,906,332
Shareholders' equity
Common stock - $1 par value; 40,000,000 shares authorized;
19,703,313, 19,529,705, and 19,448,312 shares issued and outstanding, respectively		19,703		19,530		19,448
Additional paid-in capital		99,488		99,705		98,903
Retained earnings		135,696		125,093		124,123
Accumulated other comprehensive income (loss)		(2,085)		1,728		2,347
Total shareholders' equity		252,802		246,056		244,821
Total liabilities and shareholders' equity	$	1,972,367	$	2,122,255	$	2,151,153

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

	For the three months ended						For the nine months
	September 30,			June 30,	September 30,		ended September 30,
	2013		2013		2012		2013		2012
Interest income
Loans	$	16,242	$	16,415	$	20,496	$	49,663	$	65,581
Investment securities		1,623		1,594		1,934		4,908		6,019
Other interest-earning assets		270		255		186		765		563
Total interest income		18,135		18,264		22,616		55,336		72,163
Interest expense
Interest-bearing deposits		1,317		1,442		2,251		4,411		7,689
Other borrowings		225		222		225		667		671
Subordinated debentures		1,320		1,466		1,458		4,245		4,525
Total interest expense		2,862		3,130		3,934		9,323		12,885
Net interest income		15,273		15,134		18,682		46,013		59,278
Provision for loan losses		(329)		(876)		(1,726)		(707)		22
Net interest income after provision for loan losses		15,602		16,010		20,408		46,720		59,256
Noninterest income
Service charges and fees		2,589		2,607		2,730		7,856		8,588
Gain on sales of loans		619		831		1,106		2,264		2,223
Gain on investment securities		-		-		-		-		35
Other noninterest income		339		53		114		455		219
Total noninterest income		3,547		3,491		3,950		10,575		11,065
Noninterest expense
Salaries and employee benefits		7,645		8,039		7,362		23,820		21,963
Occupancy		2,721		2,679		2,729		7,974		7,909
FDIC and other insurance		413		400		539		1,304		2,021
Other real estate, net		(387)		(1,394)		1,267		(1,428)		3,698
General and administrative		2,627		3,115		2,694		8,576		10,078
Total noninterest expense		13,019		12,839		14,591		40,246		45,669
Income before taxes		6,130		6,662		9,767		17,049		24,652
Taxes on income		2,330		2,248		3,880		6,446		9,437
Net income	$	3,800	$	4,414	$	5,887	$	10,603	$	15,215
Net income available to common shareholders	$	3,800	$	4,414	$	4,344	$	10,603	$	11,476
Basic earnings per common share	$	0.19	$	0.22		0.22	$	0.53	$	0.59
Diluted earnings per common share		0.19		0.22		0.22		0.54		0.59
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
	September 30, 2013					June 30, 2013
	Average				Average	Average				Average
	Balance		Interest		Yield/Rate	Balance		Interest		Yield/Rate
Assets
Noncovered loans	$	1,277,747	$	15,837	4.92%	$	1,296,589	$	16,018	4.96%
Covered loans		20,271		405	7.93		22,361		397	7.12
Investment securities		364,746		1,623	1.76		374,353		1,594	1.71
Other interest-earning assets		287,968		270	0.37		282,067		255	0.36
Total interest-earning assets		1,950,732		18,135	3.69		1,975,370		18,264	3.71
Other assets		57,622					63,390
Total assets	$	2,008,354				$	2,038,760
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	117,124	$	35	0.12%	$	126,250	$	37	0.12%
Money market accounts		416,839		182	0.17		420,477		190	0.18
Savings accounts		38,992		10	0.10		38,833		12	0.12
Time deposits		600,321		1,090	0.72		633,647		1,203	0.76
Total interest-bearing deposits		1,173,276		1,317	0.45		1,219,207		1,442	0.47
Other borrowings		75,822		225	1.18		71,857		222	1.24
Subordinated debentures		75,004		1,320	7.04		81,963		1,466	7.15
Total interest-bearing liabilities		1,324,102		2,862	0.86		1,373,027		3,130	0.91
Noninterest-bearing demand deposits		422,203					402,224
Other liabilities		10,319					10,561
Shareholders' equity		251,730					252,948
Total liabilities and shareholders' equity	$	2,008,354				$	2,038,760
Net interest income and spread			$	15,273	2.83%			$	15,134	2.80%
Net interest margin (1)					3.11%					3.07%
Average interest-earning assets
to average interest-bearing liabilities		147.32%					143.87%
(1) Net interest margin = annualized net interest income / average interest-earning assets

SOUTHWEST BANCORP, INC.
UNAUDITED AVERAGE BALANCES, YIELDS, AND RATES – YEAR-TO-DATE
(Dollars in thousands) Table 5

	For the nine months ended September 30,
	2013					2012
	Average				Average	Average				Average
	Balance		Interest		Yield/Rate	Balance		Interest		Yield/Rate
Assets
Noncovered loans	$	1,301,446	$	48,369	4.97%	$	1,574,095	$	63,861	5.42%
Covered loans		22,492		1,294	7.69		32,490		1,720	7.07
Investment securities		373,150		4,908	1.76		339,776		6,019	2.37
Other interest-earning assets		279,549		765	0.37		188,264		563	0.40
Total interest-earning assets		1,976,637		55,336	3.74		2,134,625		72,163	4.52
Other assets		69,423					149,193
Total assets	$	2,046,060				$	2,283,818
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	125,598	$	117	0.12%	$	118,036	$	178	0.20%
Money market accounts		418,973		608	0.19		375,634		750	0.27
Savings accounts		38,850		34	0.12		35,237		39	0.15
Time deposits		638,739		3,652	0.76		875,012		6,722	1.03
Total interest-bearing deposits		1,222,160		4,411	0.48		1,403,919		7,689	0.73
Other borrowings		72,491		667	1.23		59,846		671	1.50
Subordinated debentures		79,618		4,245	7.11		81,963		4,525	7.36
Total interest-bearing liabilities		1,374,269		9,323	0.91		1,545,728		12,885	1.11
Noninterest-bearing demand deposits		409,393					388,370
Other liabilities		11,047					48,851
Shareholders' equity		251,351					300,869
Total liabilities and shareholders' equity	$	2,046,060				$	2,283,818
Net interest income and spread			$	46,013	2.83%			$	59,278	3.41%
Net interest margin (1)					3.11%					3.71%
Average interest-earning assets
to average interest-bearing liabilities		143.83%					138.10%
(1) Net interest margin = annualized net interest income / average interest-earning assets

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

		2013					2012
		Sep. 30		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
LOAN COMPOSITION
Noncovered:
Real estate mortgage:
Commercial	$	743,858	$	786,686	$	819,873	$	870,977	$	898,453	$	931,239	$	996,486
One-to-four family residential		80,561		77,445		73,911		70,952		74,081		74,390		76,287
Real estate construction:
Commercial		162,995		158,907		139,462		130,753		206,342		211,098		222,678
One-to-four family residential		4,464		5,241		5,015		3,656		3,438		4,184		3,814
Commercial		263,598		235,667		232,224		240,498		244,018		263,085		273,324
Installment and consumer:
Guaranteed student loans		4,471		4,520		4,576		4,680		4,872		5,153		5,276
Other		27,698		27,977		28,553		31,512		32,710		33,555		31,766
Total noncovered loans, including held for sale		1,287,645		1,296,443		1,303,614		1,353,028		1,463,914		1,522,704		1,609,631
Less allowance for loan losses		(40,013)		(40,270)		(42,639)		(46,494)		(43,607)		(43,807)		(45,023)
Total noncovered loans, net	$	1,247,632	$	1,256,173	$	1,260,975	$	1,306,534	$	1,420,307	$	1,478,897	$	1,564,608
Covered:
Real estate mortgage:
Commercial	$	13,577	$	15,452	$	16,970	$	18,298	$	20,664	$	21,472	$	22,607
One-to-four family residential		4,084		4,253		4,458		4,881		5,059		5,432		5,766
Real estate construction:
Commercial		312		320		367		382		419		1,627		2,344
Commercial		967		1,554		1,715		2,037		1,937		2,033		2,401
Installment and consumer		40		67		91		109		118		148		196
Total covered loans		18,980		21,646		23,601		25,707		28,197		30,712		33,314
Less allowance for loan losses		(68)		(82)		(214)		(224)		(138)		(91)		(60)
Total covered loans, net	$	18,912	$	21,564	$	23,387	$	25,483	$	28,059	$	30,621	$	33,254
LOANS BY SEGMENT
Oklahoma banking	$	681,749	$	656,356	$	628,747	$	652,121	$	704,916	$	751,758	$	810,217
Texas banking		414,433		444,327		495,815		520,481		560,197		588,370		616,455
Kansas banking		206,802		210,189		195,355		174,451		192,249		189,292		177,508
Subtotal		1,302,984		1,310,872		1,319,917		1,347,053		1,457,362		1,529,420		1,604,180
Secondary market		3,641		7,217		7,298		31,682		34,749		23,996		38,765
Total loans	$	1,306,625	$	1,318,089	$	1,327,215	$	1,378,735	$	1,492,111	$	1,553,416	$	1,642,945
NONPERFORMING LOANS BY TYPE
Construction & development	$	5,659	$	5,989	$	6,409	$	3,355	$	3,436	$	3,608	$	3,768
Commercial real estate		12,203		12,325		13,362		18,337		20,576		4,932		6,821
Commercial		10,887		10,719		11,861		15,232		1,791		10,878		2,209
One-to-four family residential		396		418		651		1,310		949		1,125		1,508
Consumer		55		64		73		160		131		176		118
Total nonperforming loans - noncovered	$	29,200	$	29,515	$	32,356	$	38,394	$	26,883	$	20,719	$	14,424
NONPERFORMING LOANS BY SEGMENT
Oklahoma banking	$	3,279	$	1,678	$	2,000	$	2,956	$	4,369	$	2,979	$	3,550
Texas banking		24,963		26,294		28,817		33,756		19,940		14,894		5,703
Kansas banking		958		1,543		1,539		1,682		2,574		2,846		5,171
Total nonperforming loans - noncovered	$	29,200	$	29,515	$	32,356	$	38,394	$	26,883	$	20,719	$	14,424
OTHER REAL ESTATE BY TYPE
Construction & development	$	676	$	145	$	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	$	676	$	145	$	9,422	$	11,315	$	14,683	$	17,263	$	19,329
Continued

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

		2013						2012
		Sep. 30		Jun. 30	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		676		145		215		695		1,278		1,923		3,210
Total other real estate - noncovered	$	676	$	145	$	9,422	$	11,315	$	14,683	$	17,263	$	19,329
POTENTIAL PROBLEM LOANS BY TYPE
Construction & development		22,222	$	20,745	$	19,968	$	22,077	$	22,565	$	25,563	$	33,907
Commercial real estate		62,475		62,166		60,329		58,549		53,725		71,537		67,654
Commercial		10,028		10,136		8,220		12,526		9,305		12,753		23,506
One-to-four family residential		414		1,071		1,129		1,147		1,157		1,230		1,253
Consumer		-		-		-		62		-		-		-
Total potential problem loans  - noncovered	$	95,139	$	94,118	$	89,646	$	94,361	$	86,752	$	111,083	$	126,320
POTENTIAL PROBLEM LOANS BY SEGMENT
Oklahoma banking	$	31,345	$	31,495	$	32,246	$	30,875	$	39,606	$	48,038	$	44,122
Texas banking		59,561		58,710		51,978		58,377		43,313		59,368		79,735
Kansas banking		4,233		3,913		5,422		5,109		3,833		3,677		2,463
Total potential problem loans  - noncovered	$	95,139	$	94,118	$	89,646	$	94,361	$	86,752	$	111,083	$	126,320
LOANS OUT OF MARKET
Net balance of loans out of market:
Arizona	$	30,516	$	31,564	$	33,017	$	40,326	$	41,255	$	39,449	$	34,749
Iowa		22,438		22,537		22,659		22,826		22,958		23,022		23,130
Colorado		12,358		8,586		3,067		3,110		3,119		3,111		3,104
North Carolina		10,161		300		407		65		604		682		771
Kentucky		10,088		11,860		10,144		8,691		7,517		9,455		517
California		9,472		9,632		10,866		9,791		9,684		9,922		10,252
Mississippi		8,929		9,233		9,170		9,239		9,842		-		-
South Carolina		7,125		7,165		7,205		7,244		7,283		7,320		-
Florida		6,314		6,346		6,333		6,254		6,204		6,240		6,269
Tennessee		6,136		6,171		6,246		6,204		6,232		6,310		6,368
Other		17,716		21,914		18,923		29,915		31,143		31,737		37,730
Total loans out of market	$	141,253	$	135,308	$	128,037	$	143,665	$	145,841	$	137,248	$	122,890
Nonperforming loans out of market:
Arizona	$	11,205	$	12,167	$	13,419	$	11,599	$	250	$	256	$	261
New York		1,033		1,048		-		-		-		-		-
Florida		258		264		270		275		281		287		293
Colorado		-		-		131		131		131		131		131
Other		-		1		-		59		-		-		-
Total nonperforming out of market	$	12,496	$	13,480	$	13,820	$	12,064	$	662	$	674	$	685
Potential problem loans out of market:
Iowa	$	11,645	$	11,719	$	11,792	$	11,868	$	11,941	$	11,970	$	12,035
New Jersey		1,170		1,244		-		-		-		-		-
California		499		512		524		536		548		559		570
Florida		71		75		80		85		90		95		100
Arizona		-		-		-		9,037		-		-		-
Total potential problem out of market	$	13,385	$	13,550	$	12,396	$	21,526	$	12,579	$	12,624	$	12,705
Continued

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

		2013					2012
		Sep. 30		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
ALLOWANCE ACTIVITY
Balance, beginning of period	$	40,352	$	42,853	$	46,718	$	43,745	$	43,898	$	45,083	$	44,684
Charge offs		600		2,072		4,651		722		2,653		2,229		1,936
Recoveries		658		447		288		610		4,226		1,012		619
Net charge offs (recoveries)		(58)		1,625		4,363		112		(1,573)		1,217		1,317
Provision for loan losses		(329)		(876)		498		3,085		(1,726)		32		1,716
Balance, end of period	$	40,081	$	40,352	$	42,853	$	46,718	$	43,745	$	43,898	$	45,083
NET CHARGE OFFS BY TYPE
Construction & development		(20)	$	111	$	(19)	$	(22)	$	(1,823)	$	(85)	$	(42)
Commercial real estate		274		7		416		(18)		2,022		91		14
Commercial		(169)		1,085		3,751		239		(1,894)		1,228		1,211
One-to-four family residential		(165)		363		167		(40)		20		(105)		123
Consumer		22		59		48		(47)		102		88		11
Total net charge offs (recoveries) by type	$	(58)	$	1,625	$	4,363	$	112	$	(1,573)	$	1,217	$	1,317
NET CHARGE OFFS BY SEGMENT
Oklahoma banking	$	(203)	$	200	$	589	$	(261)	$	5	$	(247)	$	1,150
Texas banking		(80)		1,356		3,241		305		857		1,139		227
Kansas banking		225		69		533		68		(2,435)		325		(60)
Total net charge offs (recoveries) by segment	$	(58)	$	1,625	$	4,363	$	112	$	(1,573)	$	1,217	$	1,317

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUMMARY FINANCIAL DATA
(Dollars in thousands) Table 7

		2013					2012
		Sep. 30		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
PER SHARE DATA
Basic earnings per common share	$	0.19	$	0.22	$	0.12	$	0.05	$	0.22	$	0.15	$	0.21
Diluted earnings per common share		0.19		0.22		0.12		0.05		0.22		0.15		0.21
Book value per common share		12.83		12.67		12.72		12.60		12.59		12.35		12.21
Tangible book value per share*		12.77		12.60		12.66		12.54		12.53		12.29		12.15
COMMON STOCK
Shares issued and outstanding		19,703,313		19,692,606		19,692,038		19,529,721		19,448,312		19,447,202		19,445,913
OTHER FINANCIAL DATA
Investment securities	$	382,001	$	372,403	$	365,605	$	377,112	$	381,499	$	340,378	$	333,860
Loans held for sale		3,641		7,217		7,297		31,682		34,749		23,996		38,765
Noncovered portfolio loans		1,284,004		1,289,226		1,296,317		1,321,346		1,429,165		1,498,708		1,570,866
Total noncovered loans		1,287,645		1,296,443		1,303,614		1,353,028		1,463,914		1,522,704		1,609,631
Covered portfolio loans		18,980		21,646		23,601		25,707		28,197		30,712		33,314
Total assets		1,972,367		2,031,962		2,091,694		2,122,255		2,151,153		2,264,123		2,268,264
Total deposits		1,583,791		1,615,961		1,677,668		1,709,578		1,743,673		1,788,379		1,806,780
Other borrowings		78,663		74,334		70,872		70,362		66,694		68,477		55,139
Subordinated debentures		46,393		81,963		81,963		81,963		81,963		81,963		81,963
Total shareholders' equity		252,802		249,420		250,509		246,056		244,821		309,003		306,046
Mortgage servicing portfolio		383,400		368,825		356,032		343,397		329,184		305,465		301,378
INTANGIBLE ASSET DATA
Goodwill	$	1,214	$	1,214	$	1,214	$	1,214	$	1,214	$	1,214	$	1,214
Core deposit intangible		2,185		2,306		2,424		2,543		2,664		2,785		2,906
Mortgage servicing rights		2,837		2,675		2,445		2,321		2,122		1,975		1,952
Total intangible assets	$	6,236	$	6,195	$	6,083	$	6,078	$	6,000	$	5,974	$	6,072
Intangible amortization expense	$	314	$	313	$	410	$	283	$	283	$	282	$	296
DEPOSIT COMPOSITION
Non-interest bearing demand	$	436,904	$	412,176	$	416,979	$	424,008	$	429,407	$	421,083	$	395,141
Interest-bearing demand		106,176		138,502		125,914		112,012		113,677		119,929		119,759
Money market accounts		423,720		408,145		437,629		423,417		385,296		361,839		349,419
Savings accounts		39,727		38,611		39,733		37,693		36,461		35,610		34,679
Time deposits of $100,000 or more		270,916		295,179		317,270		351,273		389,969		431,317		464,876
Other time deposits		306,348		323,348		340,143		361,175		388,863		418,601		442,906
Total deposits**	$	1,583,791	$	1,615,961	$	1,677,668	$	1,709,578	$	1,743,673	$	1,788,379	$	1,806,780
OFFICES AND EMPLOYEES
FTE Employees		407		408		412		422		429		430		435
Branches		23		22		22		22		23		23		23
Loan production offices		0		1		1		1		2		2		2
Assets per employee	$	4,846	$	4,980	$	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	$	1,583,791	$	1,615,961	$	1,677,668	$	1,709,578	$	1,743,673	$	1,788,379	$	1,806,780
Less:
Brokered time deposits		1,343		4,904		5,760		9,865		10,197		12,238		13,307
Other brokered deposits		3,423		3,422		3,422		3,421		4,421		4,420		6,529
Non-brokered deposits	$	1,579,025	$	1,607,635	$	1,668,486	$	1,696,292	$	1,729,055	$	1,771,721	$	1,786,944
Plus:
Sweep repurchase agreements		53,663		49,334		45,872		45,362		41,694		43,477		30,139
Core funding	$	1,632,688	$	1,656,969	$	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.

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUPPLEMENTAL FINANCIAL DATA
(Dollars in thousands) Table 8

		2013					2012
		Sep. 30		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
PERFORMANCE RATIOS
Return on average assets (annualized)		0.75%		0.87%		0.46%		0.18%		1.06%		0.73%		0.89%
Return on average common equity (annualized)		5.99		7.00		3.89		1.56		7.11		5.03		7.00
Return on average tangible common equity
(annualized)*		6.02		7.03		3.90		1.56		7.15		5.06		7.03
Net interest margin (annualized)		3.11		3.07		3.16		3.41		3.59		3.71		3.82
Effective tax rate		38.01		33.74		43.88		31.45		39.73		37.12		37.50
Efficiency ratio		69.18		68.93		75.16		79.68		64.47		71.82		58.73
NONPERFORMING ASSETS
Noncovered:
Nonaccrual loans	$	29,198	$	29,513	$	32,356	$	35,104	$	26,493	$	20,474	$	14,324
90 days past due and accruing		2		2		-		3,290		390		245		100
Total nonperforming loans		29,200		29,515		32,356		38,394		26,883		20,719		14,424
Other real estate		676		145		9,422		11,315		14,683		17,263		19,329
Total nonperforming assets	$	29,876	$	29,660	$	41,778	$	49,709	$	41,566	$	37,982	$	33,753
Performing restructured	$	527	$	993	$	512	$	290	$	281	$	328	$	1,700
Potential problem loans	$	95,139	$	94,118	$	89,646	$	94,361	$	86,752	$	111,083	$	126,320
Covered:
Nonaccrual loans	$	3,480	$	3,062	$	2,873	$	3,595	$	4,809	$	6,067	$	7,015
90 days past due and accruing		-		-		-		-		353		-		-
Total nonperforming loans		3,480		3,062		2,873		3,595		5,162		6,067		7,015
Other real estate		1,017		1,666		2,243		3,643		4,142		3,825		4,694
Total nonperforming assets	$	4,497	$	4,728	$	5,116	$	7,238	$	9,304	$	9,892	$	11,709
Performing restructured	$	1,733	$	1,800	$	1,854	$	2,523	$	2,548	$	1,701	$	-
Potential problem loans	$	2,030	$	3,352	$	3,986	$	3,155	$	1,621	$	1,573	$	553
ASSET QUALITY RATIOS
Net loan charge-offs to average portfolio
loans (annualized)		(0.02)%		0.50%		1.32%		0.03%		(0.42)%		0.31%		0.32%
Noncovered:
Nonperforming assets to portfolio loans and
other real estate		2.33%		2.30%		3.20%		3.73%		2.88%		2.51%		2.12%
Nonperforming loans to portfolio loans		2.27		2.29		2.50		2.91		1.88		1.38		0.92
Allowance for loan losses to portfolio loans		3.12		3.12		3.29		3.52		3.05		2.92		2.87
Allowance for loan losses to
nonperforming loans		137.03		136.44		131.78		121.10		162.21		211.43		312.14
Covered:
Nonperforming assets to portfolio loans and
other real estate		22.49%		20.28%		19.80%		24.66%		28.77%		28.64%		30.81%
Nonperforming loans to portfolio loans		18.34		14.15		12.17		13.98		18.31		19.75		21.06
Allowance for loan losses to portfolio loans		0.36		0.38		0.91		0.87		0.49		0.30		0.18
Allowance for loan losses to
nonperforming loans		1.95		2.68		7.45		6.23		2.67		1.50		0.86
CAPITAL RATIOS
Average total shareholders' equity to
average assets		12.53%		12.41%		11.92%		11.61%		12.31%		13.56%		12.99%
Leverage ratio		14.78		16.10		15.59		15.01		14.49		16.84		16.20
Tier 1 capital to risk-weighted assets		20.22		22.48		22.25		20.28		19.36		22.24		21.21
Total capital to risk-weighted assets		21.52		23.78		23.54		21.56		20.64		23.52		22.49
Tangible common equity to tangible assets***		12.76		12.22		11.93		11.54		11.33		10.56		10.42
Continued

SOUTHWEST BANCORP, INC.
UNAUDITED QUARTERLY SUPPLEMENTAL FINANCIAL DATA
(Dollars in thousands) Table 8
Continued

		2013					2012
		Sep. 30		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
REGULATORY CAPITAL DATA
Tier I capital	$	296,488	$	326,831	$	324,659	$	319,665	$	317,665	$	382,263	$	378,949
Total capital		315,570		345,717		343,562		339,964		338,739		404,252		401,808
Total risk adjusted assets		1,466,672		1,453,878		1,459,465		1,576,521		1,641,121		1,719,058		1,786,282
Average total assets		2,006,525		2,030,064		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	$	252,802	$	249,420	$	250,509	$	246,056	$	244,821	$	309,003	$	306,046
Less:
Goodwill		1,214		1,214		1,214		1,214		1,214		1,214		1,214
Preferred stock		-		-		-		-		-		68,837		68,644
Tangible common equity	$	251,588	$	248,206	$	249,295	$	244,842	$	243,607	$	238,952	$	236,188
Total assets	$	1,972,367	$	2,031,962	$	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		1,214		1,214
Tangible assets	$	1,971,153	$	2,030,748	$	2,090,480	$	2,121,041	$	2,149,939	$	2,262,909	$	2,267,050
Tangible common equity to tangible assets		12.76%		12.22%		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