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): July 22, 2014

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 July 22, 2014, Southwest Bancorp, Inc. (the “Company”) issued a press release reporting its results of operations and its financial condition for the quarter ended June 30, 2014.  The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01.  Other Events.

On Wednesday,  July 23, 2014, at 8:30 a.m. Central Time, the Company will host an investor conference call and webcast to review its second quarter 2014 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 July 23, 2014.The presentation materials are attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits:

99.1:Press Release dated July 22, 2014

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.

July 22, 2014

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 July 22, 2014	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 Second Quarter 2014Results

and Announces Quarterly Dividend

July 22, 2014, Stillwater, Oklahoma . . . . Southwest Bancorp, Inc. (NASDAQ Global Select Market - OKSB), (“Southwest”), today reported net income for the second quarter of 2014 of $6.2 million, or $0.31 per diluted share, compared to $3.7 million, or $0.19 per diluted share, for the first quarter of 2014.  Included in the second quarter of 2014 results is a pre-tax net gain of $4.4 million from the sale of three community bank branches in Anthony, Harper, and Overland Park, Kansas.  Net income for the six months ended June 30, 2014 totaled $9.8 million, or $0.50 per diluted share, compared to $6.8 million, or $0.34 per diluted share, for the six months ended June 30, 2013.

Southwest announced that its board of directors has approved a quarterly cash dividend of $0.04 per share payable August 15, 2014 to shareholders of record as of August 1, 2014.

Mark Funke, President and CEO, stated, “The positive results of the second quarter reflect ourfocus on the strategic objective to grow loans, complete the sale of branches in non-strategic markets, and to continue to improve asset quality.  Our efforts produced several highlights for the quarter.

· The previously announced sales of three of our Kansas branches were successfully completed in the second quarter and resulted in a $4.4 million pre-tax net gain.  These sales included the sale of $27.9 million in loans and $130.6 million in deposits.

· Loan growth in the second quarter was $59.5 million, adjusted for loans sold with the branch sales. 

· The quarterly net interest margin improved to 3.34%  (normalized) at June 30, 2014compared to 3.21%  (normalized) at March 31, 2014 and 3.07% at June 30, 2013. 

· Asset quality improved as nonperforming loans stabilized and potential problem loans decreased $7.6 million, or 8%, during the second quarter.  The improved asset quality resulted in a negative provision of $0.4 million.”

“These positive results and actions reflect the good work of our associates at Bank SNB and a growing customer base.  We will continue to focus our company on future growth through the expansion of our revenue base while prudently managing our expenses.  We are encouraged by the momentum we have throughout our company.”

Financial Overview

Condition:During the quarter ended June 30, 2014, total assets of $1.9 billion decreased $126.9 million from March 31, 2014primarily as a result of the branch sales.  Total loans of $1.4 billion increased $31.6 million from March 31, 2014 and total investment securities of $385.9 million remained flat compared to March 31, 2014.  Cash and cash equivalents at June 30, 2014 were $115.2 million, down $151.4 million from March 31, 2014, primarily due to the branch sales that occurred during the quarter. 

At June 30, 2014, the allowance for loan losses was $33.1 million, a decrease of $7.3 million when compared to a year ago, and a decrease of $1.8 million when compared to March 31, 2014.  The allowance for loan losses to portfolio loans was 2.46% as of June 30, 2014, compared to 3.08% as of June 30, 2013 and 2.66% as of March 31, 2014.  The allowance for loan losses to nonperforming loans was 200.77% as of June 30, 2014, compared to 123.87% as of June 30, 2013 and 217.13% as of March 31, 2014.  Subsequent to the end of the second quarter, Southwest collected a $1.3 million recovery of a prior period loan loss and a $6.8 million payoff of a related restructured potential problem loan. 

Nonperforming loans decreased by $16.1 million in a year over year comparison, and remained stable during the quarter with only an increase of  $0.4 million.  Other real estate at June 30, 2014 was $4.3 million, an increase of $2.5million from June 30, 2013,  but a decrease of $0.4 million when compared to March 31, 2014.  Nonperforming assets were $20.8 million, or 1.54% of portfolio loans and other real estate, as of June 30, 2014, compared to $34.4 million, or 2.62% of portfolio loans and other real estate, as of June 30, 2013, and $20.7 million, or 1.57% of portfolio loans and other real estate, as of March 31, 2014.

Total core funding, which includes all non-brokered deposits and sweep repurchase agreements, comprised 95% and 98% of total funding as of June 30, 2014 and March 31, 2014, respectively.  Wholesale funding, including FHLB borrowings, federal funds purchased, and brokered deposits, accounted for 5% and 2% of total funding at June 30, 2014 and March 31, 2014, respectively.  See Table 7 for details on core funding and non-brokered deposits, which are non-GAAP financial measures.

The capital ratios of Southwest and Bank SNB, National Association, (“Bank SNB”), Southwest’s banking subsidiary, as of June 30, 2014, exceeded the criteria for regulatory classification as “well-capitalized”.  Southwest’s total regulatory capital was $329.6 million, for a total risk-based capital ratio of 21.43%, and Tier 1 capital was $309.6 million, for a Tier 1 risk-based capital ratio of 20.13%.  Southwest’s capital exceeded the minimum to be classified as “well-capitalized” by $175.8 million.  Bank SNB had total regulatory capital of $282.9 million, for a total risk-based capital ratio of 18.48%, and Tier 1 capital of $263.5 million, for a Tier 1 risk-based capital ratio of 17.21%.  Bank SNB exceeded the minimum to be classified as “well-capitalized” by $129.8 million.  Designation as a well-capitalized institution under regulations does not constitute a recommendation or endorsement by Federal bank regulators.

SecondQuarter Results:

Summary:For the secondquarter of 2014, net income was $6.2 million, compared to $4.4 million for the secondquarter of 2013 and $3.7 million for the first quarter of 2014. 

The $1.7 million increase in our net income compared to the second quarter of 2013was primarily the result of a $1.4 million increase in net interest income, primarily driven by lower interest expense on deposits and a reduction in interest costs due to the redemption of the 10.5% Trust Preferred Securities in third quarter of 2013, and the $4.8 million increase in noninterest income, primarily driven by the pre-tax net gain on the sale of the community bank branches, offset in part by a $0.5 million decline in the negative provision for loan losses and a $2.5 million increase in noninterest expense. 

The $2.5 million increase in net income compared to the first quarter of 2014was primarily due to the $0.6 million increase in net interest income resulting from loan growth combined with the recognition of accelerated discount accretion attributable to the sale of loans covered by the loss share agreement and the $5.2 million increase in noninterest income, which included the $4.4 million pre-tax net gain recognized on the branch sales and $0.6 million recognized on the sale of a stock that was acquired in a prior year repossession.  Partially offsetting these increases were a $0.6 million decrease in the negative provision for loan losses and a $1.2 million increase in noninterest expense.

Net Interest Income:Net interest income totaled $16.6 million for the secondquarter of 2014, compared to $15.1 million for the second  quarter of 2013,  an increase of $1.4million, or 10%, and to $16.0 million for thefirst quarter of 2014,  an increase of $0.6 million, or 4%.Net interest margin was 3.50% for the secondquarter of 2014, compared to 3.07% for the secondquarter of 2013 and 3.33% for the first quarter of 2014.  Included in interest income for the second quarter of 2014 was $0.8 million due to accelerated discount accretion attributable to the sale of loans covered by the loss share agreement, and included in interest income for the first quarter of 2014 was $0.6 million due to the interest recognition resulting from loans returning to accrual status.  The net effects of these

adjustments on the net interest margin were a 16 basis point increase in the second quarter of 2014 and a 12basis point increase in the first quarter of 2014.Loans (including loans held for sale) increased $33.6 million, or 3%, when compared to June 30, 2013, and $31.6 million, or 2%, when compared to March 31, 2014.

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 negative provision (or credit)of $0.4 million for the secondquarter of 2014, compared to a negative provision of $0.9 million for the secondquarter of 2013, and a negative provision of $1.0 million for thefirst quarter of 2014.  During the secondquarter of 2014,  charge-offs totaled $2.0 million and recoveries totaled $0.5 million.  Therefore, the secondquarter of 2014net charge-offs totaled $1.5 million, or 0.45% (annualized) of average portfolio loans, compared to net charge-offs of $1.6 million, or 0.50% (annualized) of average portfolio loans for the secondquarter of 2013 and net charge-offsof $0.8 million, or0.24% (annualized) of average portfolio loans for the first quarter of 2014.

Noninterest Income:  Noninterest income totaled $8.2 million for the secondquarter of 2014, compared to $3.5 million for the secondquarter of 2013 and to $3.0 million for the first quarter of 2014.The $4.8 million increase from second quarter 2013 included the $4.4 million recognized as the gain on sales of the community bank branches and $0.6 million gain on the sale of a stock investment that was acquired in a prior year repossession, offset in part by $0.4 million decrease in gain on sales of mortgage loans.  Excluding the gain on sale of branches, the $0.8 million increase from first quarter of 2014included a $0.2 million increase in gain on sale of mortgage loans and a  $0.5 million increase in the gain on the sale of investment securities. 

Noninterest Expense:Noninterest expense totaled $15.3 million for the secondquarter of 2014, compared to $12.8million for the secondquarter of 2013 and to $14.1million for the first quarter of 2014.  The $2.5 million increase in noninterest expense from secondquarter of 2013 consisted of a $1.9million increase in other real estate expensedue to net gains on sales of other real estate properties recognized in the prior year, a $0.4 million increase in employee benefit expense, and a $0.4 million increase in other general and administrative expense, primarily increased legal fees and contingencies on several legal matters, offset in part by a $0.2 million decrease in the provision for unfunded loan commitments.  

The $1.2 million increasein noninterest expense from first quarter of 2014was due to a $0.6 million increase in other general and administrative expense, primarily legal fees and contingencies and marketing expenses, a $0.4 million increase in other real estate expense due to write-downs that occurred during the second quarter, and a $0.3 million increase employee benefit expense. 

Income Tax:  Income tax expense totaled $3.7 million for the secondquarter of 2014, compared to $2.2 million for the secondquarter of 2013 and for the first quarter of 2014 each respectively.  The income tax expense fluctuates in relation to pre-tax income levels.  The secondquarter of 2014 effective tax rate was 37.50%.

Year-to-date Results:

Summary:  Net income was $9.8 million as of June 30, 2014, compared to $6.8 million as of June 30, 2013.  The $3.0 million increase in net income from 2013 is the result of a $1.8 million increase in net interest income, primarily driven by lower interest expense on deposits and a reduction in interest expense due to the redemption of the 10.5% Trust Preferred Securities in third quarter of 2013, a $1.0 million increase in the negative provision for loan losses, resulting from improved asset quality,  a $4.2 million increase in noninterest income, primarily the pre-tax net gain on sale of community bank branches, offset in part by a $2.2 million increase in noninterest expense due to decreased gains recognized on sale of other real estate properties and increased employee benefit expenses.  

Net Interest Income:Net interest income totaled $32.6 million for the first six months of 2014, compared to $30.7 million for the first six months of 2013, an increase of $1.8 million, or 6%,  primarily driven by lower interest expense on deposits and a reduction in interest expense due to the redemption the 10.5% Trust Preferred Securities in third quarter of 2013.  Year-to-date net interest margin was 3.42%, compared to 3.12% for 2013.  Included in interest income for the first six months of 2014 was $0.8 million due to accelerated discount accretion attributable to the sale of loans covered by the loss share agreement and $0.6 million due to the interest recognition resulting from loans returning to accrual status.  The net effect of these adjustments on the net interest margin was  an  14 basis point increase for the first six months of 2014.  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) of $1.3 million for the first six months of 2014, compared to a credit of $0.4 million for the first six months of 2013.  Net charge-offs totaled $2.2 million, or 0.35% (annualized) of average portfolio loans year-to-date as of June 30, 2014, compared to $6.0 million, or 0.91% (annualized) of average portfolio loans for the same period 2013.  

Noninterest Income:  Noninterest income totaled $11.3 million for the first six months of 2014, compared to $7.0 million for the first six months of 2013.  The increase consists of the $4.4 million recognized as the pre-tax net gain on sales of the community bank branches and the $0.8 million in gain on sale of investment securities, offset in part by the$1.0 million decline in gains on sales of mortgage loans. 

Noninterest Expense:Noninterest expense totaled $29.4 million for the first six months of 2014, compared to $27.2 million for the first six months of 2013.  The increase consists of a $1.6 million increase in other real estate expense, which is primarily due to net gains recognized during the prior year on the sale of other real estate properties, a $0.4 million increase in employee benefit expenses, a $0.3 million increase in occupancy expense, and a  $0.3 million increase in other general and administrative expense, primarily the result of increasedlegal fees and contingencies on several matters, offset in part by a decrease in the provision for unfunded loan commitments.

Income Tax:  Income tax expense totaled $5.9 million for the first six months of 2014, compared to $4.1 million for the first six months of 2013.  The income tax expense fluctuates in relation to pre-tax income levels.  The year-to-date effective tax rate was 37.50% as of June 30, 2014.

Conference Call

Southwest will host a conference call to review these results on Wednesday, July 23, 2014 at 9:30 a.m. Eastern Time (8:30 a.m. Central Time).  Investors, news media, and others may pre-register for the call using the following link to receive a special dial-in number and PIN:  http://dpregister.com/10048892.  Telephone participants who are unable to pre-register may access the call by telephone at 866-218-2402 (toll-free) or 412-902-4190 (international).  Participants are encouraged to dial into the call approximately 10 minutes prior to the start time.  The call and corresponding presentation slides will be webcast live on Southwest’s website at www.oksb.com or http://services.choruscall.com/links/oksb140723.html.  An audio replay will be available one hour after the call at 877-344-7529 (toll-free) or 412-317-0088 (international),  conference number 10048892.  Telephone replay access will be available until 9:00 a.m. Eastern Time on August 20, 2014.

Southwest Bancorp and Subsidiaries

Southwest is the holding company for Bank SNB, National Association (“Bank SNB”). Bank SNB offers commercial and consumer lending, deposit and investment services, specialized cash management, and other financial services from offices in Oklahoma, Texas, and Kansas.  Bank SNB was chartered in 1894 and Southwest was organized in 1981 as the holding company.  At June 30, 2014,  Southwest had total assets of $1.9 billion, deposits of $1.5 billion, and shareholders’ equity of $271.4 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 banking subsidiaryprovide 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 June 30, 2014, approximately $398.7 million, or 29%, of loans were loans to individuals and businesses in the healthcare industry.  Regular market reviews are conducted of (i) current and potential healthcare lending business,and (ii) 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, 2013.  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 June 30, 2014 through the date its financial statements are filed with the Securities and Exchange Commission.  The June 30, 2014 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. 

The Southwest Bancorp, Inc. logo is available at

http://www.globenewswire.com/newsroom/prs/?pkgid=8074

The Bank SNB logo is available at

http://www.globenewswire.com/newsroom/prs/?pkgid=23106

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

	Second Quarter					First Quarter
QUARTERLY HIGHLIGHTS	2014		2013		% Change	2014		% Change
Operations
Net interest income	$	16,574	$	15,134	10%	$	16,001	4%
Provision for loan losses		(355)		(876)	(59)		(986)	(64)
Noninterest income		8,246		3,491	136		3,025	173
Noninterest expense		15,332		12,839	19		14,107	9
Income before taxes		9,843		6,662	48		5,905	67
Taxes on income		3,691		2,248	64		2,214	67
Net income		6,152		4,414	39		3,691	67
Diluted earnings per share		0.31		0.22	41		0.19	63
Balance Sheet
Total assets		1,885,158		2,031,962	(7)		2,012,053	(6)
Loans held for sale		6,803		7,217	(6)		5,741	18
Portfolio loans		1,344,897		1,310,872	3		1,314,381	2
Total deposits		1,463,855		1,615,961	(9)		1,605,906	(9)
Total shareholders' equity		271,351		249,420	9		264,586	3
Book value per common share		13.71		12.67	8		13.37	3
Key Ratios
Net interest margin		3.50%		3.07%			3.33%
Efficiency ratio		61.77		68.93			74.15
Total capital to risk-weighted assets		21.43		23.78			21.29
Nonperforming loans to portfolio loans		1.23		2.49			1.22
Shareholders' equity to total assets		14.39		12.27			13.15
Tangible common equity to tangible assets*		14.34		12.22			13.10
Return on average assets (annualized)		1.27		0.87			0.75
Return on average common equity (annualized)		9.19		7.00			5.68
Return on average tangible common equity (annualized)**		9.24		7.03			5.71
	Six Months
YEAR-TO-DATE  HIGHLIGHTS	2014		2013		% Change
Operations
Net interest income	$	32,575	$	30,740	6%
Provision for loan losses		(1,341)		(378)	255
Noninterest income		11,271		7,028	60
Noninterest expense		29,439		27,227	8
Income before taxes		15,748		10,919	44
Taxes on income		5,905		4,116	43
Net income		9,843		6,803	45
Diluted earnings per share		0.50		0.34	47
Balance Sheet
Total assets		1,885,158		2,031,962	(7)
Loans held for sale		6,803		7,217	(6)
Portfolio loans		1,344,897		1,310,872	3
Total deposits		1,463,855		1,615,961	(9)
Total shareholders' equity		271,351		249,420	9
Book value per common share		13.71		12.67	8
Key Ratios
Net interest margin		3.42%		3.12%
Efficiency ratio		67.14		72.09
Total capital to risk-weighted assets		21.43		23.78
Nonperforming loans to portfolio loans		1.23		2.49
Shareholders' equity to total assets		14.39		12.27
Tangible common equity to tangible assets*		14.34		12.22
Return on average assets (annualized)		1.01		0.66
Return on average common equity (annualized)		7.47		5.46
Return on average tangible common equity (annualized)**		7.50		5.49

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

	June 30,		December 31,		June 30,
	2014		2013		2013
Assets
Cash and due from banks	$	28,369	$	28,062	$	32,137
Interest-bearing deposits		86,785		251,777		266,835
Cash and cash equivalents		115,154		279,839		298,972
Securities held to maturity (fair values of $11,286, $12,115, and $12,188, respectively)		10,682		11,720		11,758
Securities available for sale (amortized cost of $373,609, $385,423, and $361,397, respectively)		375,191		382,479		360,645
Loans held for sale		6,803		3,060		7,217
Loans receivable (includes loss share of $606, $1,812, and $5,062, respectively)		1,344,897		1,267,843		1,310,872
Less: Allowance for loan losses		(33,083)		(36,663)		(40,352)
Net loans receivable		1,311,814		1,231,180		1,270,520
Accrued interest receivable		4,636		5,335		6,067
Derivative asset		121		-		-
Premises and equipment, net		19,096		20,833		21,063
Other real estate		4,285		2,654		1,811
Goodwill		1,214		1,214		1,214
Other intangible assets, net		3,849		4,980		4,981
Other assets		32,313		38,129		47,714
Total assets	$	1,885,158	$	1,981,423	$	2,031,962
Liabilities
Deposits:
Noninterest-bearing demand	$	427,431	$	444,796	$	412,176
Interest-bearing demand		124,712		120,156		138,502
Money market accounts		430,296		439,981		408,145
Savings accounts		31,187		41,727		38,611
Time deposits of $100,000 or more		209,059		251,185		295,179
Other time deposits		241,170		286,241		323,348
Total deposits		1,463,855		1,584,086		1,615,961
Accrued interest payable		772		832		1,020
Derivative liability		121		-		-
Other liabilities		11,906		10,293		9,264
Other borrowings		90,760		80,632		74,334
Subordinated debentures		46,393		46,393		81,963
Total liabilities		1,613,807		1,722,236		1,782,542
Shareholders' equity
Common stock - $1 par value; 40,000,000 shares authorized;
19,793,123, 19,732,926, and 19,692,606 shares issued and outstanding, respectively		19,793		19,733		19,693
Additional paid-in capital		100,962		99,937		99,342
Retained earnings		150,789		142,528		131,896
Accumulated other comprehensive loss		(193)		(3,011)		(1,511)
Total shareholders' equity		271,351		259,187		249,420
Total liabilities and shareholders' equity	$	1,885,158	$	1,981,423	$	2,031,962

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

	For the three months ended						For the six months
	June 30,			March 31,	June 30,		ended June 30,
	2014		2014		2013		2014		2013
Interest income
Loans	$	16,343	$	15,775	$	16,415	$	32,118	$	33,421
Investment securities		1,628		1,650		1,594		3,278		3,285
Other interest-earning assets		314		375		255		689		495
Total interest income		18,285		17,800		18,264		36,085		37,201
Interest expense
Interest-bearing deposits		931		1,025		1,442		1,956		3,094
Other borrowings		223		225		222		448		442
Subordinated debentures		557		549		1,466		1,106		2,925
Total interest expense		1,711		1,799		3,130		3,510		6,461
Net interest income		16,574		16,001		15,134		32,575		30,740
Provision for loan losses		(355)		(986)		(876)		(1,341)		(378)
Net interest income after provision for loan losses		16,929		16,987		16,010		33,916		31,118
Noninterest income
Service charges and fees		2,608		2,596		2,607		5,204		5,267
Gain on sale of branches, net		4,378		-		-		4,378		-
Gain on sales of mortgage loans		463		224		831		687		1,645
Gain on sale/call of investment securities, net		629		135		-		764		-
Other noninterest income		168		70		53		238		116
Total noninterest income		8,246		3,025		3,491		11,271		7,028
Noninterest expense
Salaries and employee benefits		8,472		8,126		8,039		16,598		16,175
Occupancy		2,783		2,769		2,679		5,552		5,253
FDIC and other insurance		314		397		400		711		891
Other real estate, net		511		68		(1,394)		579		(1,041)
General and administrative		3,252		2,747		3,115		5,999		5,949
Total noninterest expense		15,332		14,107		12,839		29,439		27,227
Income before taxes		9,843		5,905		6,662		15,748		10,919
Taxes on income		3,691		2,214		2,248		5,905		4,116
Net income	$	6,152	$	3,691	$	4,414	$	9,843	$	6,803
Basic earnings per common share	$	0.31	$	0.19	$	0.22	$	0.50	$	0.34
Diluted earnings per common share		0.31		0.19		0.22		0.50		0.34
Common dividends declared per share		0.04		0.04		-		0.08		-

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

	For the three months ended
	June 30, 2014			March 31, 2014			June 30, 2013
	Average		Average	Average		Average	Average		Average
	Balance		Yield/Rate	Balance		Yield/Rate	Balance		Yield/Rate
Assets
Loans	$	1,331,126	4.92%	$	1,278,332	5.00%	$	1,318,950	4.99%
Investment securities		384,395	1.70		388,639	1.72		374,353	1.71
Other interest-earning assets		183,378	0.69		280,327	0.54		282,067	0.36
Total interest-earning assets		1,898,899	3.86		1,947,298	3.71		1,975,370	3.71
Other assets		49,829			50,247			63,390
Total assets	$	1,948,728		$	1,997,545		$	2,038,760
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	130,232	0.12%	$	134,760	0.12%	$	126,250	0.12%
Money market accounts		421,001	0.13		436,763	0.14		420,477	0.18
Savings accounts		43,124	0.10		44,764	0.10		38,833	0.12
Time deposits		493,805	0.60		531,071	0.63		633,647	0.76
Total interest-bearing deposits		1,088,162	0.34		1,147,358	0.36		1,219,207	0.47
Other borrowings		85,682	1.04		80,806	1.13		71,857	1.24
Subordinated debentures		46,393	4.81		46,393	4.73		81,963	7.15
Total interest-bearing liabilities		1,220,237	0.56		1,274,557	0.57		1,373,027	0.91
Noninterest-bearing demand deposits		449,364			449,128			402,224
Other liabilities		10,751			10,489			10,561
Shareholders' equity		268,376			263,371			252,948
Total liabilities and shareholders' equity	$	1,948,728		$	1,997,545		$	2,038,760
Net interest income and spread			3.30%			3.14%			2.80%
Net interest margin (1)			3.50%			3.33%			3.07%
Average interest-earning assets
to average interest-bearing liabilities		155.62%			152.78%			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 six months ended June 30,
	2014			2013
	Average		Average	Average		Average
	Balance		Yield/Rate	Balance		Yield/Rate
Assets
Loans	$	1,304,876	4.96%	$	1,337,111	5.04%
Investment securities		386,506	1.71		377,422	1.76
Other interest-earning assets		231,584	0.60		275,269	0.36
Total interest-earning assets		1,922,966	3.78		1,989,802	3.77
Other assets		50,036			75,423
Total assets	$	1,973,002		$	2,065,225
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	132,483	0.12%	$	129,905	0.13%
Money market accounts		428,839	0.13		420,058	0.20
Savings accounts		43,939	0.10		38,777	0.12
Time deposits		512,335	0.62		658,266	0.78
Total interest-bearing deposits		1,117,596	0.35		1,247,006	0.50
Other borrowings		83,258	1.09		70,798	1.26
Subordinated debentures		46,393	4.77		81,963	7.14
Total interest-bearing liabilities		1,247,247	0.57		1,399,767	0.93
Noninterest-bearing demand deposits		449,247			402,882
Other liabilities		10,621			11,418
Shareholders' equity		265,887			251,158
Total liabilities and shareholders' equity	$	1,973,002		$	2,065,225
Net interest income and spread			3.21%			2.84%
Net interest margin (1)			3.42%			3.12%
Average interest-earning assets
to average interest-bearing liabilities		154.18%			142.15%
(1) Net interest margin = annualized net interest income / average interest-earning assets

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

	2014				2013
		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
LOAN COMPOSITION
Real estate mortgage:
Commercial	$	769,021	$	766,178	$	752,279	$	757,435	$	802,138	$	836,843
One-to-four family residential		79,542		84,619		83,988		84,645		81,698		78,369
Real estate construction:
Commercial		166,981		166,007		143,848		163,307		159,227		139,829
One-to-four family residential		8,359		6,629		4,646		4,464		5,241		5,015
Commercial		300,163		266,311		255,058		264,565		237,221		233,939
Installment and consumer:
Guaranteed student loans		4,282		4,318		4,394		4,471		4,520		4,576
Other		23,352		26,060		26,690		27,738		28,044		28,644
Total loans, including held for sale		1,351,700		1,320,122		1,270,903		1,306,625		1,318,089		1,327,215
Less allowance for loan losses		(33,083)		(34,925)		(36,663)		(40,081)		(40,352)		(42,853)
Total loans, net	$	1,318,617	$	1,285,197	$	1,234,240	$	1,266,544	$	1,277,737	$	1,284,362
LOANS BY SEGMENT
Oklahoma banking	$	773,665	$	754,698	$	681,999	$	681,749	$	656,356	$	628,747
Texas banking		408,385		372,018		366,697		414,433		444,327		495,815
Kansas banking		145,248		170,720		198,992		206,802		210,189		195,355
Subtotal		1,327,298		1,297,436		1,247,688		1,302,984		1,310,872		1,319,917
Mortgage banking		24,402		22,686		23,215		3,641		7,217		7,298
Total loans	$	1,351,700	$	1,320,122	$	1,270,903	$	1,306,625	$	1,318,089	$	1,327,215
NONPERFORMING LOANS BY TYPE
Construction & development	$	82	$	80	$	2,721	$	5,789	$	6,119	$	6,539
Commercial real estate		7,613		7,541		7,766		15,378		15,112		15,975
Commercial		7,484		7,992		8,819		10,991		10,790		11,940
One-to-four family residential		1,180		470		513		467		492		701
Consumer		119		2		53		55		64		74
Total nonperforming loans	$	16,478	$	16,085	$	19,872	$	32,680	$	32,577	$	35,229
NONPERFORMING LOANS BY SEGMENT
Oklahoma banking	$	7,149	$	7,056	$	5,547	$	3,279	$	1,678	$	2,000
Texas banking		5,636		5,793		11,902		24,963		26,294		28,817
Kansas banking		3,693		3,236		2,423		4,438		4,605		4,412
Total nonperforming loans	$	16,478	$	16,085	$	19,872	$	32,680	$	32,577	$	35,229
OTHER REAL ESTATE BY TYPE
Construction & development	$	2,130	$	2,130	$	130	$	1,333	$	972	$	1,389
Commercial real estate		2,155		2,524		2,524		360		839		10,276
Total other real estate	$	4,285	$	4,654	$	2,654	$	1,693	$	1,811	$	11,665
OTHER REAL ESTATE BY SEGMENT
Oklahoma banking	$	-	$	-	$	-	$	-	$	-	$	1,980
Texas banking		2,000		2,000		-		-		-		7,227
Kansas banking		2,285		2,654		2,654		1,693		1,811		2,458
Total other real estate	$	4,285	$	4,654	$	2,654	$	1,693	$	1,811	$	11,665
Continued

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

	2014					2013
		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
POTENTIAL PROBLEM LOANS BY TYPE
Construction & development	$	18,842	$	22,220	$	21,501		22,222	$	20,745	$	19,968
Commercial real estate		60,559		64,257		70,654		64,505		65,518		64,287
Commercial		4,299		4,807		7,107		10,028		10,136		8,220
One-to-four family residential		475		481		488		414		1,071		1,157
Total potential problem loans	$	84,175	$	91,765	$	99,750	$	97,169	$	97,470	$	93,632
POTENTIAL PROBLEM LOANS BY SEGMENT
Oklahoma banking	$	23,887	$	29,208	$	29,005	$	31,345	$	31,495	$	32,246
Texas banking		57,044		58,361		65,079		59,561		58,710		51,978
Kansas banking		3,244		4,196		5,666		6,263		7,265		9,408
Total potential problem loans	$	84,175	$	91,765	$	99,750	$	97,169	$	97,470	$	93,632
LOANS OUT OF MARKET
Net balance of loans out of market:
Arizona	$	14,984	$	15,348	$	19,458	$	30,516	$	31,564	$	33,017
Kentucky		14,273		13,415		12,404		10,088		11,860		10,144
North Carolina		13,323		13,494		13,070		10,161		300		407
Colorado		13,269		13,705		12,553		12,358		8,586		3,067
Iowa		11,501		22,178		22,316		22,438		22,537		22,659
California		9,527		8,869		9,154		9,472		9,632		10,866
Mississippi		8,582		8,712		8,823		8,929		9,233		9,170
Montana		6,722		471		514		519		566		570
Tennessee		6,555		6,684		6,048		6,136		6,171		6,246
Ohio		4,142		3,862		3,549		3,294		4,759		4,132
Other		10,011		9,452		14,766		27,342		30,100		27,759
Total loans out of market	$	112,889	$	116,190	$	122,655	$	141,253	$	135,308	$	128,037
Nonperforming loans out of market:
Arizona	$	5,381	$	5,441	$	9,302	$	11,205	$	12,167	$	13,419
New Jersey		594		1,094		-		-		-		-
New York		-		-		-		1,033		1,048		-
Florida		240		246		252		258		264		270
Colorado		-		-		-		-		-		131
Other		-		-		-		-		1		-
Total nonperforming out of market	$	6,215	$	6,781	$	9,554	$	12,496	$	13,480	$	13,820
Potential problem loans out of market:
Iowa	$	11,414	$	11,490	$	11,568	$	11,645	$	11,719	$	11,792
Arizona		1,152		1,167		-		-		-		-
California		461		474		482		499		512		524
Florida		58		62		66		71		75		80
New Jersey		-		-		1,094		1,170		1,244		-
Total potential problem loans out of market	$	13,085	$	13,193	$	13,210	$	13,385	$	13,550	$	12,396
Continued

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

	2014				2013
		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
ALLOWANCE ACTIVITY
Balance, beginning of period	$	34,925	$	36,663	$	40,081	$	40,352	$	42,853	$	46,718
Charge offs		1,991		3,392		2,681		600		2,072		4,651
Recoveries		504		2,640		5,765		658		447		288
Net charge offs (recoveries)		1,487		752		(3,084)		(58)		1,625		4,363
Provision for loan losses		(355)		(986)		(6,502)		(329)		(876)		498
Balance, end of period	$	33,083	$	34,925	$	36,663	$	40,081	$	40,352	$	42,853
NET CHARGE OFFS BY TYPE
Construction & development	$	-	$	655	$	(4,845)		(20)	$	111	$	(19)
Commercial real estate		583		(2,243)		(62)		274		7		416
Commercial		652		2,267		1,883		(169)		1,085		3,751
One-to-four family residential		(2)		(18)		(40)		(165)		363		167
Consumer		254		91		(20)		22		59		48
Total net charge offs (recoveries) by type	$	1,487	$	752	$	(3,084)	$	(58)	$	1,625	$	4,363
NET CHARGE OFFS BY SEGMENT
Oklahoma banking	$	763	$	229	$	(1,294)	$	(203)	$	200	$	589
Texas banking		244		(1,586)		(2,314)		(80)		1,356		3,241
Kansas banking		480		2,109		524		225		69		533
Total net charge offs (recoveries) by segment	$	1,487	$	752	$	(3,084)	$	(58)	$	1,625	$	4,363

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

	2014				2013
		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
PER SHARE DATA
Basic earnings per common share	$	0.31	$	0.19	$	0.35	$	0.19	$	0.22	$	0.12
Diluted earnings per common share		0.31		0.19		0.35		0.19		0.22		0.12
Common dividends declared per share		0.04		0.04		-		-		-		-
Book value per common share		13.71		13.37		13.13		12.83		12.67		12.72
Tangible book value per share*		13.65		13.31		13.07		12.77		12.60		12.66
COMMON STOCK
Shares issued and outstanding		19,793,123		19,786,206		19,732,926		19,703,313		19,692,606		19,692,038
OTHER FINANCIAL DATA
Investment securities	$	385,873	$	386,987	$	394,199	$	382,001	$	372,403	$	365,605
Loans held for sale		6,803		5,741		3,060		3,641		7,217		7,297
Portfolio loans		1,344,897		1,314,381		1,267,843		1,302,984		1,310,872		1,319,918
Total loans		1,351,700		1,320,122		1,270,903		1,306,625		1,318,089		1,327,215
Total assets		1,885,158		2,012,053		1,981,423		1,972,367		2,031,962		2,091,694
Total deposits		1,463,855		1,605,906		1,584,086		1,583,791		1,615,961		1,677,668
Other borrowings		90,760		85,692		80,632		78,663		74,334		70,872
Subordinated debentures		46,393		46,393		46,393		46,393		81,963		81,963
Total shareholders' equity		271,351		264,586		259,187		252,802		249,420		250,509
Mortgage servicing portfolio		397,339		391,303		390,732		383,400		368,825		356,032
INTANGIBLE ASSET DATA
Goodwill	$	1,214	$	1,214	$	1,214	$	1,214	$	1,214	$	1,214
Core deposit intangible		667		1,925		2,058		2,185		2,306		2,424
Mortgage servicing rights		3,182		3,006		2,922		2,837		2,675		2,445
Total intangible assets	$	5,063	$	6,145	$	6,194	$	6,236	$	6,195	$	6,083
Intangible amortization expense	$	210	$	183	$	278	$	314	$	313	$	410
DEPOSIT COMPOSITION
Non-interest bearing demand	$	427,431	$	471,568	$	444,796	$	436,904	$	412,176	$	416,979
Interest-bearing demand		124,712		132,622		120,156		106,176		138,502		125,914
Money market accounts		430,296		440,875		439,981		423,720		408,145		437,629
Savings accounts		31,187		47,532		41,727		39,727		38,611		39,733
Time deposits of $100,000 or more		209,059		236,035		251,185		270,916		295,179		317,270
Other time deposits		241,170		277,274		286,241		306,348		323,348		340,143
Total deposits**	$	1,463,855	$	1,605,906	$	1,584,086	$	1,583,791	$	1,615,961	$	1,677,668
OFFICES AND EMPLOYEES
FTE Employees		364		397		402		407		408		412
Branches		21		24		23		23		22		22
Assets per employee	$	5,179	$	5,068	$	4,929	$	4,846	$	4,980	$	5,077
____________________
*This is a Non-GAAP based financial measure.
**Calculation of Non-brokered Deposits and Core Funding (Non-GAAP Financial Measures)
Total deposits	$	1,463,855	$	1,605,906	$	1,584,086	$	1,583,791	$	1,615,961	$	1,677,668
Less:
Brokered time deposits		1,348		1,347		1,347		1,343		4,904		5,760
Other brokered deposits		48,424		3,424		3,423		3,423		3,422		3,422
Non-brokered deposits	$	1,414,083	$	1,601,135	$	1,579,316	$	1,579,025	$	1,607,635	$	1,668,486
Plus:
Sweep repurchase agreements		65,760		60,692		55,631		53,663		49,334		45,872
Core funding	$	1,479,843	$	1,661,827	$	1,634,947	$	1,632,688	$	1,656,969	$	1,714,358
Balance sheet amounts are as of period end unless otherwise noted.

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

	2014				2013
		Jun. 30	Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
PERFORMANCE RATIOS
Return on average assets (annualized)		1.27%		0.75%		1.37%		0.75%		0.87%		0.46%
Return on average common equity (annualized)		9.19		5.68		10.59		5.99		7.00		3.89
Return on average tangible common equity
(annualized)*		9.24		5.71		10.64		6.02		7.03		3.90
Net interest margin (annualized)		3.50		3.33		3.42		3.11		3.07		3.16
Total dividends declared to net income		12.86		21.40		-		-		-		-
Effective tax rate		37.50		37.49		38.68		38.01		33.74		43.88
Efficiency ratio		61.77		74.15		76.45		69.18		68.93		75.16
NONPERFORMING ASSETS
Nonaccrual loans	$	16,478	$	16,085	$	19,819	$	32,678	$	32,575	$	35,229
90 days past due and accruing		-		-		53		2		2		-
Total nonperforming loans		16,478		16,085		19,872		32,680		32,577		35,229
Other real estate		4,285		4,654		2,654		1,693		1,811		11,665
Total nonperforming assets	$	20,763	$	20,739	$	22,526	$	34,373	$	34,388	$	46,894
Potential problem loans	$	84,175	$	91,765	$	99,750	$	97,169	$	97,470	$	93,632
ASSET QUALITY RATIOS
Nonperforming assets to portfolio loans and
other real estate		1.54%		1.57%		1.77%		2.63%		2.62%		3.52%
Nonperforming loans to portfolio loans		1.23		1.22		1.57		2.51		2.49		2.67
Allowance for loan losses to portfolio loans		2.46		2.66		2.89		3.08		3.08		3.24
Allowance for loan losses to
nonperforming loans		200.77		217.13		184.50		122.65		123.87		121.64
Net loan charge-offs to average portfolio
loans (annualized)		0.45		0.24		(0.96)		(0.02)		0.50		1.32
CAPITAL RATIOS
Average total shareholders' equity to
average assets		13.77%		13.18%		12.93%		12.53%		12.41%		11.92%
Leverage ratio		15.95		15.09		14.86		14.78		16.10		15.59
Tier 1 capital to risk-weighted assets		20.13		19.98		20.28		20.21		22.48		22.25
Total capital to risk-weighted assets		21.43		21.29		21.59		21.52		23.78		23.54
Tangible common equity to tangible assets***		14.34		13.10		13.03		12.76		12.22		11.93
REGULATORY CAPITAL DATA
Tier I capital	$	309,600	$	299,938	$	292,051	$	296,488	$	326,831	$	324,659
Total capital		329,586		319,516		310,867		315,570		345,717		343,562
Total risk adjusted assets		1,537,903		1,500,957		1,439,934		1,466,672		1,453,878		1,459,465
Average total assets		1,941,064		1,987,231		1,964,920		2,006,525		2,030,064		2,082,789
____________________
*This is a Non-GAAP based financial measure.
***Calculation of Tangible Common Equity to Tangible Assets (Non-GAAP Financial Measure)
Total shareholders' equity	$	271,351	$	264,586	$	259,187	$	252,802	$	249,420	$	250,509
Less goodwill		1,214		1,214		1,214		1,214		1,214		1,214
Tangible common equity	$	270,137	$	263,372	$	257,973	$	251,588	$	248,206	$	249,295
Total assets	$	1,885,158	$	2,012,053	$	1,981,423	$	1,972,367	$	2,031,962	$	2,091,694
Less goodwill		1,214		1,214		1,214		1,214		1,214		1,214
Tangible assets	$	1,883,944	$	2,010,839	$	1,980,209	$	1,971,153	$	2,030,748	$	2,090,480
Total shareholders' equity to total assets		14.39%		13.15%		13.08%		12.82%		12.27%		11.98%
Tangible common equity to tangible assets		14.34%		13.10%		13.03%		12.76%		12.22%		11.93%
Balance sheet amounts and ratios are as of period end unless otherwise noted.

EX-99.2