8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 20, 2014

GREAT WESTERN BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-36688	47-1308512
(Commission File Number)	(IRS Employer Identification No.)
100 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of Principal Executive Offices)	(Zip Code)

(605) 334-2548

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 November 20, 2014, Great Western Bancorp, Inc. (the “Company”) announced earnings for the fourth quarter and fiscal year ended September 30, 2014. A copy of the press release relating to the Company’s earnings results is being furnished as Exhibit 99.1 and is incorporated herein by this reference.

Item 7.01. Regulation FD Disclosure.

The information provided under Item 2.02 of this Current Report on Form 8-K is incorporated herein by this reference. A copy of the slide presentation relating to the Company’s earnings results for use on the conference call being held for investors and analysts is being furnished as Exhibit 99.2 and is incorporated herein by this reference.

All information provided in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of the registrant dated November 20, 2014, containing financial information for the quarter and fiscal year ended September 30, 2014.
99.2	Slide presentation for conference call for investors and analysts on November 20, 2014.

SIGNATURE

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

	GREAT WESTERN BANCORP, INC.
Date: November 20, 2014	By:	/s/ Peter Chapman
	Name:	Peter Chapman
	Title:	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release of the registrant dated November 20, 2014, containing financial information for the quarter and fiscal year ended September 30, 2014.
99.2	Slide presentation for conference call for investors and analysts on November 20, 2014.

EX-99.1

Great Western Bancorp, Inc. Announces Fiscal Year 2014 Fourth

Quarter and Full-Year Financial Results

Financial Highlights

• Fourth quarter net income rose 6% to $27.9 million, or $0.48 per share, compared to the same quarter in fiscal year 2013

• Noninterest expense management drove an adjusted efficiency ratio¹ of 49.0% for the quarter

• Asset quality continued to improve, with a $50.1 million reduction in nonperforming loans to $78.9 million and OREO down $7.8 million to $49.6 million over the last 12 months

• Total loans grew 6.7% to $6.79 billion over the last 12 months targeted within the business and agribusiness segments of the portfolio

• Full-year net income increased 9% to $105.0 million, or $1.81 per share, compared to fiscal year 2013

Great Western Bancorp, Inc. (NYSE: GWB) today reported net income of $27.9 million, or $0.48 per share, for the quarter ended September 30, 2014, an improvement of 6% from $26.3 million, or $0.46 per share, in the same quarter of fiscal year 2013. The higher net income was primarily due to targeted management of noninterest expense and improved net interest income, partially offset by provisions for loan losses and lower noninterest income.

“We are pleased with this strong finish to a successful fiscal year 2014. During the quarter, we preserved the momentum we carried throughout the fiscal year,” said Ken Karels, President and Chief Executive Officer of Great Western Bancorp, Inc. “The impact of our strategies drove positive results in fiscal year 2014. Asset quality continued to improve. The aggregate growth in our loan portfolio reflected our diversification and strengths in C&I, commercial real estate and agribusiness lending. We made additional progress managing our deposit portfolio toward the goal of lowering our cost of funds. We took important steps in fiscal year 2014 to further optimize our footprint, rationalizing our branch network in Nebraska and developing important growth markets such as Colorado and Arizona. Our brand promise of ‘big-bank capability with small-bank service,’ our commitment to efficiency and our disciplined focus on specific markets is ideally suited to our customers and creating a strong platform for long-term growth.”

Fiscal Year 2014 Results

For fiscal year 2014, net income rose 9% to $105.0 million, or $1.81 per share, from $96.2 million, or $1.66 per share, during fiscal year 2013. The increase was driven by a management’s focus on noninterest expenses, other than expenses related to the fair value of derivatives, and continued improvements in overall asset quality. This led to a $5.3 million decline in adjusted noninterest expenses¹ (total noninterest expenses were up 26% driven by changes in the fair value of derivative contracts fully offset in interest income) and a $10.9 million year-over-year reduction in provision for loan losses, partially offset by a significant decrease in noninterest income reflecting slower home mortgage originations.

¹  This is a non-GAAP measure management believes is helpful to understanding trends in the business that may not be fully apparent based only on the most comparable GAAP measure. Further information on this measure and a reconciliation to the most comparable GAAP measure is provided at the end of this document.

1

Net Interest Income and Net Interest Margin

Net interest income increased $1.8 million, or 2%, from $74.9 million for the fourth quarter of fiscal year 2013 to $76.6 million for the fourth quarter of fiscal year 2014. Over the same period, adjusted net interest income¹ increased $3.3 million, or 4%. Net interest income rose $59.0 million, or 23%, from $255.1 million for fiscal year 2013 to $314.1 million for fiscal year 2014. Over the same period, adjusted net interest income¹ improved $6.8 million, or 2%. The difference between adjusted net interest income and net interest income reflects the amount of fair value adjustment related to interest rates on loans for which we have elected the fair value option, which is offset by corresponding changes in the fair value of the related interest rate swaps in noninterest expense. The increases in quarterly and annual adjusted net interest income were driven by loan portfolio growth through fiscal year 2014 and a reduction in total funding cost, primarily related to transition in the deposit portfolio away from time deposits toward more cost-effective transaction accounts, partially offset by reduced asset yields.

Adjusted net interest margin¹ was 3.73%, 3.77% and 3.68%, respectively, for the quarters ended September 30, 2014, June 30, 2014, and September 30, 2013, while net interest margin fluctuated at 3.72%, 4.43% and 3.75%, respectively, for the same periods, again with volatility due to fair value changes. Loan yields continue to be pressured by pricing competition for high-quality credits. However, adjusted net interest margin has remained stable due to a six basis point reduction in cost of deposits between the fourth quarter of fiscal year 2013 and the fourth quarter of fiscal year 2014 and a change in asset mix. Adjusted net interest margin¹ was 3.73% and 3.76%, respectively, for fiscal year 2014 and fiscal year 2013, while net interest margin was 3.88% and 3.24%, respectively.

Loan growth for the fiscal year ended September 30, 2014 was $424.8 million, or 6.7%, compared to September 30, 2013 and $109.0 million compared to June 30, 2014. The majority of the growth for the fiscal year occurred in targeted commercial real estate, commercial non-real estate (or C&I) and agribusiness segments of the portfolio, consistent with strategy. Deposits grew 1% compared to September 30, 2013, with certificates of deposit comprising 25% of average deposit balances for the fourth quarter of fiscal year 2014 compared to 32% for the fourth quarter of fiscal year 2013.

Provision for Loan Losses and Asset Quality

Provision for loan losses was $2.7 million for the quarter ended September 30, 2014 compared to a release of $2.5 million of provision for loan losses for the same quarter of fiscal year 2013. However, provision for loan losses was $0.7 million for fiscal year 2014, a decrease of 94% compared to $11.6 million for fiscal year 2013. The lower provision was driven by continued improvements in asset quality.

At September 30, 2014, nonperforming loans were $78.9 million compared to $129.0 million at September 30, 2013, a 39% improvement, with $35.0 million of the balance at September 30, 2014 covered by FDIC loss-sharing arrangements. OREO balances improved by approximately 14%, declining from $57.4 million at September 30, 2013 to $49.6 million at September 30, 2014, with $10.6 million of this balance covered by FDIC loss-sharing arrangements. Net charge-offs were $2.3 million for the fourth quarter of fiscal year 2014 compared to $11.9 million for the fourth quarter of fiscal year 2013 translating to net charge-offs to average loans of 0.14% for fiscal year 2014 compared to 0.44% for fiscal year 2013.

Noninterest Income

Noninterest income was $14.9 million for the quarter ended September 30, 2014, a 15% decrease compared to the same quarter in fiscal year 2013, reflecting lower mortgage volumes. Noninterest income was $58.1 million for fiscal year 2014 compared to $74.9 million during fiscal year 2013, again reflecting lower mortgage volumes (primarily lower refinance volumes) and a reduction in recoveries realized on acquired assets shared with the FDIC under loss-sharing arrangements, consistent with the run-off of that portion of the portfolio.

2

Noninterest Expense

Total noninterest expense was $48.1 million for the quarter ended September 30, 2014, a reduction of 11% compared to $54.3 million for the same quarter in fiscal year 2013. Adjusted noninterest expense¹ was $45.6 million for the fourth quarter of fiscal year 2014 compared to $48.3 million for the fourth quarter of fiscal year 2013, a reduction of 6%. In each case, the reduction was driven by lower salaries and employee benefits, occupancy expenses and professional fees, leading to an adjusted efficiency ratio¹ of 49.0% for the quarter ended September 30, 2014, compared to 52.4% for the same quarter in fiscal year 2013.

Total noninterest expense for the fiscal year was $212.1 million, an increase of 26% compared to fiscal year 2013. Adjusted for changes in fair value of interest rate swaps offset in net interest income and amortization of intangible assets, adjusted noninterest expense¹ for the full fiscal year was $184.0 million, a 3% decrease compared to $189.3 million for fiscal year 2013, driven primarily by a 6% reduction in salaries and employee benefits related to streamlining the retail management structure and right-sizing the branch footprint.

Capital

Great Western Bancorporation, Inc., the predecessor of Great Western Bancorp, Inc., declared and paid a dividend of $34.0 million to a subsidiary of National Australia Bank in September 2014 related to earnings for fiscal year 2014.

Tier 1 and total capital ratios were 11.8% and 12.9%, respectively, at September 30, 2014, compared to 12.4% and 13.8%, respectively, at September 30, 2013. In each case, the change reflects the timing of the dividend noted previously which was accelerated to be completed prior to the initial public offering on October 20, 2014.

Business Outlook

“The current business environment presents both opportunities and challenges as we move into fiscal year 2015,” added Karels. “Persistent lower interest rates continue to drive fierce competition for lending growth, and we expect the outstanding balance of our total loans to be relatively flat in the first quarter of fiscal year 2015. We also recorded a $0.9 million reversal of provision for loan losses in the first quarter of fiscal year 2014 and do not expect a similar reversal in the first quarter of fiscal year 2015. However, longer-term our loan portfolio diversification will be key to our strategy going forward and we believe we have the right exposure to the right sectors, supported by the right approach to serving customers, to create solid long-term growth opportunity. Our focus remains on efficiency, managing our cost of funds and optimizing our footprint for growth.”

Conference Call

Great Western Bancorp, Inc. will host a conference call to discuss its financial results for the fourth quarter and full-year fiscal year 2014 on Thursday, November 20, 2014 at 7:30 AM (CT). The call can be accessed by dialing (888) 317-6016 approximately 10 minutes prior to the start time. Please ask to be joined into the Great Western Bancorp, Inc. (GWB) call. International callers should dial (412) 317-6016. The call will also be broadcast live over the Internet and can be accessed in the Investor Relations section of Great Western’s website at www.greatwesternbank.com. A replay will be available beginning one hour following the conference call and ending on December 03, 2014. To access the replay, dial (877) 344-7529 (U.S) and use conference ID #10055627. International callers should dial (412) 317-0088 and enter the same conference ID number.

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About Great Western Bancorp, Inc.

Great Western Bancorp, Inc. is the holding company for Great Western Bank, a full-service regional bank focused on relationship-based business and agribusiness banking. Great Western Bank offers small and mid-sized businesses a focused suite of financial products and a range of deposit and loan products to retail customers through several channels, including the branch network, online banking system, mobile banking applications and customer care centers. The bank services its customers through 162 branches in seven states: South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri. To learn more about Great Western Bank visit www.greatwesternbank.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements about Great Western’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. In particular, the statements included in this press release concerning Great Western’s expected performance and strategy, and the interest rate environment, in fiscal year 2015 are not historical facts and are forward-looking. Accordingly, the forward-looking statements in this press release are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the section titled “Risk Factors” in Great Western’s Prospectus, dated October 14, 2014, included as part of the Registration Statement on Form S-1 filed in connection with Great Western’s initial public offering. Further, any forward-looking statement speaks only as of the date on which it is made, and Great Western undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA

(Unaudited)

	At and for the three months ended									At and for the fiscal year ended
	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
	(dollars in thousands except per share amounts)
Operating Data:
Interest and dividend income	$	84,361		$	97,164		$	83,698		$	346,125		$	294,257
Interest expense		7,715			7,778			8,812			32,052			39,161
Noninterest income		14,884			14,225			17,526			58,054			74,904
Noninterest expense		48,121			67,476			54,333			212,144			168,285
Provision for loan losses		2,749			1,500			(2,460	)		684			11,574
Net income		27,875			22,503			26,323			104,952			96,243
EPS	$	0.48		$	0.39		$	0.46		$	1.81		$	1.66
Performance Ratios:
Net interest margin		3.72	%		4.43	%		3.75	%		3.88	%		3.24	%
Adjusted net interest margin(1)		3.73	%		3.77	%		3.68	%		3.73	%		3.76	%
Return on average total assets		1.19	%		0.98	%		1.15	%		1.14	%		1.07	%
Return on average common equity		7.69	%		6.25	%		7.46	%		7.34	%		6.97	%
Return on average tangible common equity(1)		16.3	%		14.2	%		17.9	%		16.6	%		17.5	%
Adjusted efficiency ratio(1)		49.0	%		54.8	%		52.4	%		50.4	%		50.6	%
Capital:
Tier 1 capital ratio		11.8	%		12.1	%		12.4	%		11.8	%		12.4	%
Total capital ratio		12.9	%		13.1	%		13.8	%		12.9	%		13.8	%
Tier 1 leverage ratio		9.1	%		9.3	%		9.2	%		9.1	%		9.2	%
Tangible common equity / tangible assets(1)		8.2	%		8.3	%		8.2	%		8.2	%		8.2	%
Asset Quality:
Nonperforming loans		78,905			80,838			129,000			78,905			129,000
OREO		49,580			54,190			57,422			49,580			57,422
Nonperforming loans / total loans		1.16	%		1.21	%		2.03	%		1.16	%		2.03	%
Net charge-offs		2,269			1,615			11,927			9,030			27,588
Net charge-offs / average total loans		0.13	%		0.10	%		0.76	%		0.14	%		0.44	%
Allowance for loan losses / total loans		0.70	%		0.70	%		0.88	%		0.70	%		0.88	%

⁽¹⁾ This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. See the table at the end of this document for the calculation of the measure and reconciliation to the most comparable GAAP measure.

5

GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA

(Unaudited)

	At and for the three months ended									At and for the fiscal year ended
	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
	(dollars in thousands)
Income Statement
Interest and dividend income	$	84,361		$	97,164		$	83,698		$	346,125		$	294,257
Interest expense		7,715			7,778			8,812			32,052			39,161
Net interest income		76,646			89,386			74,886			314,073			255,096
Provision for loan losses		2,749			1,500			(2,460	)		684			11,574
Net interest income after provision for loan losses		73,897			87,886			77,346			313,389			243,522
Noninterest income
Service charges and other fees		10,477			9,695			10,765			40,204			41,692
Net gain on sale of loans		1,653			1,323			2,616			5,539			13,724
Casualty insurance commissions		196			321			472			1,073			1,426
Investment center income		660			577			1,087			2,417			3,137
Net gain on sale of securities		84			—			(824	)		90			917
Trust department income		891			942			944			3,738			3,545
Other		923			1,367			2,466			4,993			10,463
Total noninterest income		14,884			14,225			17,526			58,054			74,904
Noninterest expense
Salaries and employee benefits	$	23,928		$	24,126		$	24,536		$	95,105		$	100,660
Occupancy expenses, net		3,913			4,894			4,613			17,526			18,532
Data processing		5,442			4,354			5,231			19,548			18,980
Equipment expenses		1,251			1,077			1,158			4,350			4,518
Advertising		1,360			1,213			1,584			4,746			6,267
Communication expenses		1,108			1,046			1,024			4,510			4,609
Professional fees		2,609			3,620			3,692			12,233			12,547
Derivatives, net (gain) loss		(197	)		13,197			1,330			11,922			(40,305	)
Net (gain) loss from sale of repossessed property and other assets		(37	)		(1,564	)		(553	)		(2,451	)		(2,788	)
Amortization of core deposits and other intangibles		2,768			4,069			4,690			16,216			19,290
Other		5,976			11,444			7,028			28,439			25,975
Total noninterest expense		48,121			67,476			54,333			212,144			168,285
Income before income taxes		40,660			34,635			40,539			159,299			150,141
Provision for income taxes		12,785			12,132			14,216			54,347			53,898
Net income	$	27,875		$	22,503		$	26,323		$	104,952		$	96,243

6

GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA

(Unaudited)

Summarized Balance Sheet

	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013
	(dollars in thousands)
Assets
Cash and due from banks	$	256,639		$	235,077		$	282,157
Securities		1,341,242			1,395,768			1,480,449
Total loans		6,787,467			6,678,501			6,362,673
Allowance for loan losses		(47,518	)		(47,038	)		(55,864	)
Loans, net		6,739,949			6,631,463			6,306,809
Goodwill and other intangible assets		712,036			714,803			728,251
Other assets		321,563			315,172			336,592
Total assets	$	9,371,429		$	9,292,283		$	9,134,258
Liabilities and stockholder’s equity
Noninterest-bearing deposits	$	1,303,015		$	1,294,131		$	1,199,427
Interest-bearing deposits		5,749,165			5,772,981			5,748,781
Total deposits		7,052,180			7,067,112			6,948,208
Securities sold under agreements to repurchase		161,687			185,620			217,562
FHLB advances and other borrowings		575,094			435,097			390,607
Other liabilities		161,378			173,490			160,667
Total liabilities		7,950,339			7,861,319			7,717,044
Stockholder’s equity		1,421,090			1,430,964			1,417,214
Total liabilities and stockholder’s equity	$	9,371,429		$	9,292,283		$	9,134,258

GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA (Unaudited)

	Sept. 30, 2014			Sept. 30, 2013			Change ($)			Change (%)
	(dollars in thousands)
Loan Portfolio Summary
Commercial non-real estate	$	1,571,122		$	1,481,756		$	89,366			6.0	%
Agriculture		1,681,209			1,587,248			93,961			5.9	%
Construction and development		314,000			294,314			19,686			6.7	%
Owner-occupied CRE		1,151,868			1,010,159			141,709			14.0	%
Non-owner-occupied CRE		922,395			820,916			101,479			12.4	%
Multifamily residential real estate		152,931			186,585			(33,654	)		18.0	%
Commercial real estate		2,541,194			2,311,974			229,220			9.9	%
Residential real estate		902,918			906,469			(3,551	)		(0.4	%)
Consumer		90,086			101,477			(11,391	)		(11.2	%)
Other(1)		33,448			24,711			8,737			35.4	%
Total unpaid principal balance	$	6,819,977		$	6,413,635		$	406,342			6.3	%
Less: Unamortized discount on acquired loans and unearned net deferred fees and costs and loans in process		(32,510	)		(50,962	)		18,452			(35.2	)%
Total unpaid principal balance	$	6,787,467		$	6,362,673		$	424,794			6.7	%

⁽¹⁾ Other loans primarily include consumer and commercial credit cards and customer deposit account overdrafts.

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GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA

(Unaudited)

	For the three months ended
	September 30, 2014							June 30, 2014							September 30, 2013
Net Interest Margin (dollars in thousands)	Average Balance		Interest		Yields /Rates			Average Balance		Interest		Yields /Rates			Average Balance		Interest		Yields /Rates
Assets:
Cash and due from banks	$	80,815	$	56		0.27	%	$	119,970	$	99		0.33	%	$	75,073	$	74		0.39	%
Investment securities		1,403,371		6,408		1.81	%		1,428,407		6,982		1.96	%		1,589,761		7,957		1.99	%
Loans, other than acquired with deteriorated credit quality, net		6,527,721		76,388		4.64	%		6,362,850		88,531		5.58	%		6,024,403		74,453		4.90	%
Loans acquired with deteriorated credit quality, net		169,287		1,509		3.54	%		186,825		1,552		3.33	%		241,630		1,214		1.99	%
Loans, net		6,697,008		77,897		4.61	%		6,549,675		90,083		5.52	%		6,266,033		75,667		4.79	%
Total interest-earning assets		8,181,194		84,361		4.09	%		8,098,052		97,164		4.81	%		7,930,867		83,698		4.19	%
Other noninterest-earning assets		1,125,205							1,146,314							1,171,020
Total Assets	$	9,306,399	$	84,361		3.60	%	$	9,244,366	$	97,164		4.22	%	$	9,101,887	$	83,698		3.65	%
Liabilities and Equity:
Non-interest demand deposits	$	1,270,967						$	1,232,316						$	1,172,690
NOW, MMDA and savings deposits		3,980,578	$	2,387		0.24	%		4,048,428	$	2,376		0.24	%		3,494,212	$	1,825		0.21	%
CDs		1,779,503		3,749		0.84	%		1,860,094		3,943		0.85	%		2,211,758		5,317		0.95	%
Total deposits		7,031,048		6,136		0.35	%		7,140,838		6,319		0.35	%		6,878,660		7,142		0.41	%
Securities sold under agreements to repurchase	$	186,477	$	158		0.34	%	$	192,579	$	153		0.32	%	$	231,476	$	155		0.27	%
FHLB advances and other borrowings		490,360		860		0.70	%		311,430		752		0.97	%		427,028		946		0.88	%
Related party notes payable		41,295		231		2.22	%		41,295		229		2.22	%		41,295		236		2.27	%
Subordinated debentures and other		56,083		330		2.33	%		56,083		325		2.32	%		56,083		333		2.36	%
Total borrowings		774,215		1,579		0.81	%		601,387		1,459		0.97	%		755,882		1,670		0.88	%
Total interest-bearing liabilities		7,805,263		7,715		0.39	%		7,742,225		7,778		0.40	%		7,634,542		8,812		0.46	%
Noninterest-bearing other liabilities		62,174							57,044							66,710
Equity		1,438,962							1,445,097							1,400,635
Total Liabilities and Equity	$	9,306,399						$	9,244,366						$	9,101,887
Net interest spread						3.20	%						3.81	%						3.19	%
Net interest income and net interest margin			$	76,646		3.72	%			$	89,386		4.43	%			$	74,886		3.75	%
Adjusted net interest income and adjusted net interest margin(1)			$	76,843		3.73	%			$	76,189		3.77	%			$	73,556		3.68	%
Adjusted interest income and adjusted yield on loans, other than acquired with deteriorated credit quality, net(1)			$	76,585		4.65	%			$	75,334		4.75	%			$	73,123		4.82	%

⁽¹⁾ These are non-GAAP financial measures we believe are helpful to interpreting our financial results. See the table at the end of this document for the calculation of the measures and reconciliation to the most comparable GAAP measures.

8

GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA

(Unaudited)

	Fiscal year ended September 30,
	2014							2013
Net Interest Margin (dollars in thousands)	Average Balance		Interest		Yields/ Rates			Average Balance		Interest		Yields/ Rates
Assets:
Cash and due from banks	$	167,982	$	455		0.27	%	$	132,517	$	336		0.25	%
Investment securities		1,419,354		27,411		1.93	%		1,575,343		29,588		1.88	%
Loans, other than acquired with deteriorated credit quality, net		6,311,857		312,424		4.95	%		5,876,116		249,527		4.25	%
Loans acquired with deteriorated credit quality, net		194,668		5,835		3.00	%		278,884		14,806		5.31	%
Loans, net		6,506,525		318,259		4.89	%		6,155,000		264,333		4.29	%
Total interest-earning assets		8,093,861		346,125		4.28	%		7,862,860		294,257		3.74	%
Other noninterest-earning assets		1,149,957							1,158,231
Total Assets	$	9,243,818	$	346,125		3.74	%	$	9,021,091	$	294,257		3.26	%
Liabilities and Equity:
Non-interest demand deposits	$	1,242,097						$	1,159,581
NOW, MMDA and savings deposits		3,952,765	$	9,329		0.24	%		3,296,745	$	6,921		0.21	%
CDs		1,909,269		16,435		0.86	%		2,447,553		26,196		1.07	%
Total deposits		7,104,131		25,764		0.36	%		6,903,879		33,117		0.48	%
Securities sold under agreements to repurchase		193,901		600		0.31	%		230,516		644		0.28	%
FHLB advances and other borrowings		356,915		3,452		0.97	%		328,976		3,103		0.94	%
Related party notes payable		41,295		921		2.23	%		41,295		950		2.30	%
Subordinated debentures and other		56,083		1,315		2.34	%		56,083		1,347		2.40	%
Total borrowings		648,194		6,288		0.97	%		656,870		6,044		0.92	%
Total interest-bearing liabilities		7,752,325		32,052		0.41	%		7,560,749		39,161		0.52	%
Noninterest-bearing other liabilities		60,721							80,047
Equity		1,430,772							1,380,295
Total Liabilities and Equity	$	9,243,818						$	9,021,091
Net interest spread						3.33	%						2.74	%
Net interest income and net interest margin			$	314,073		3.88	%			$	255,096		3.24	%
Adjusted net interest income and adjusted net interest margin(1)			$	302,151		3.73	%			$	295,401		3.76	%
Adjusted interest income and adjusted yield on loans, other than acquired with deteriorated credit quality, net(1)			$	300,502		4.76	%			$	289,832		4.93	%

⁽¹⁾ These are non-GAAP financial measures we believe are helpful to interpreting our financial results. See the table at the end of this document for the calculation of the measures and reconciliation to the most comparable GAAP measures.

9

Non-GAAP Measures and Reconciliation

We rely on certain non-GAAP measures in making financial and operational decisions about our business which exclude certain items that we do not consider reflective of our business performance. We believe that each of the non-GAAP measures presented is helpful in highlighting trends in our business, financial condition and results of operations which might not otherwise be apparent when relying solely on our financial results calculated in accordance with U.S. generally accepted accounting principles, or GAAP.

In particular, we evaluate our profitability and performance based on our cash net income and return on average tangible common equity, each of which excludes the effects of amortization expense relating to intangible assets and related tax effects from the acquisition of us by National Australia Bank Limited and our acquisitions of other institutions. We believe these measures help highlight trends associated with our financial condition and results of operations by providing net income and return information based on our cash payments and receipts during the applicable period.

We also evaluate our profitability and performance based on our adjusted net interest income, adjusted interest income on loans other than acquired with deteriorated credit quality, adjusted noninterest expense, adjusted net interest margin and adjusted yield on loans other than acquired with deteriorated credit quality. Each of these measures excludes changes in fair value related to interest rates associated with certain of our fixed-rate loans measured at fair value and the matching fixed-to-floating interest rate swaps. We believe that these measures help highlight trends associated with our financial condition and results of operations by eliminating these matching and offsetting changes in fair value which, on a net basis, have no effect on our GAAP net income. Similarly, we evaluate our operational efficiency based on our adjusted efficiency ratio, which excludes the effects of changes in fair value discussed above as well as adjusted to exclude the effect of amortization of core deposit and other intangibles (a non-cash expense item) and to include the tax benefit associated with our tax-advantaged loans and investments.

We evaluate our financial condition based on the ratio of our tangible common equity to our tangible assets. Our calculation of this ratio excludes the effect of our goodwill and other intangible assets. We believe this measure is helpful in highlighting the common equity component of our capital and because of its focus by federal bank regulators when reviewing the health and strength of financial institutions in recent years and when considering regulatory approvals for certain actions, including capital actions.

Reconciliations for each of these non-GAAP financial measures to the closest GAAP financial measures are included in the tables below. Each of the non-GAAP measures presented should be considered in context with our GAAP financial results included in this release.

10

GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA (Unaudited)

	At and for the three months ended									At and for the fiscal year ended
	Sept. 30, 2014			June 30, 2014			Sept. 30, 2013			Sept. 30, 2014			Sept. 30, 2013
	(dollars in thousands)
Reconciliation of Non-GAAP Measures
Cash net income and return on average tangible common equity:
Net income	$	27,875		$	22,503		$	26,323		$	952		$	96,243
Add: Amortization of intangible assets		2,768			4,069			4,690			16,216			19,290
Add: Tax on amortization of intangible assets		(811	)		(811	)		(811	)		(3,244	)		(3,244	)
Cash net income	$	29,832		$	25,761		$	30,202		$	117,924		$	112,289
Average common equity	$	1,438,962		$	1,445,097		$	1,400,635		$	1,430,772		$	1,380,295
Less: Average goodwill and other intangible assets		713,462			717,104			730,893			719,573			738,140
Average tangible common equity	$	725,500		$	727,993		$	669,742		$	711,199		$	642,155
Return on average common equity		7.69	%		6.25	%		7.46	%		7.34	%		6.97	%
Return on average tangible common equity *		16.3	%		14.2	%		17.9	%		16.6	%		17.5	%
*       Calculated as cash net income divided by average tangible common equity. Annualized for quarterly periods.
Adjusted net interest income and adjusted net interest margin:
Net interest income	$	76,646		$	89,386		$	74,886		$	314,073		$	255,096
Less: Loan FV adjustment related to interest rates		(197	)		13,197			1,330			11,922			(40,305	)
Adjusted net interest income	$	76,843		$	76,189		$	73,556		$	302,151		$	295,401
Average interest-earning assets	$	8,181,194		$	8,098,052		$	7,930,867		$	8,093,861		$	7,862,860
Net interest margin		3.72	%		4.43	%		3.75	%		3.88	%		3.24	%
Adjusted net interest margin *		3.73	%		3.77	%		3.68	%		3.73	%		3.76	%
*       Adjusted net interest margin is calculated as adjusted net interest income divided by average interest earning assets. Annualized for quarterly periods.
Adjusted interest income and adjusted yield on Loans, other than acquired with deteriorated credit quality, net:
Interest income	$	76,388		$	88,531		$	74,453		$	312,424		$	249,527
Less: Loan FV adjustment related to interest rates		(197	)		13,197			1,330			11,922			(40,305	)
Adjusted interest income	$	76,585		$	75,334		$	73,123		$	300,502		$	289,832
Average Loans, other than acquired with deteriorated credit quality, net	$	6,527,721		$	6,362,850		$	6,024,403		$	6,311,857		$	5,876,116
Yield		4.64	%		5.58	%		4.90	%		4.95	%		4.25	%
Adjusted yield *		4.65	%		4.75	%		4.82	%		4.76	%		4.93	%
*       Adjusted yield is calculated as adjusted interest income divided by average balance. Annualized for quarterly periods.
Adjusted noninterest expense and adjusted efficiency ratio:
Total revenue	$	91,530		$	103,611		$	92,412		$	372,127		$	330,000
Plus: Tax equivalent adjustment		1,324			1,199			1,092			4,663			3,541
Total revenue (fully tax-equivalent basis)		92,854			104,810			93,504			376,790			333,541
Less: Loan FV adjustment related to interest rates		(197	)		13,197			1,330			11,922			(40,305	)
Adjusted revenue	$	93,051		$	91,613		$	92,174		$	364,868		$	373,846
Noninterest expense	$	48,121		$	67,476		$	54,333		$	212,144		$	168,285
Less: Amortization of core deposit and other intangibles		2,768			4,069			4,690			16,216			19,290
Tangible noninterest expense		45,353			63,407			49,643			195,928			148,995
Less: Derivatives, net (gain) loss		(197	)		13,197			1,330			11,922			(40,305	)
Adjusted noninterest expense	$	45,550		$	50,210		$	48,313		$	184,006		$	189,300
Adjusted efficiency ratio*		49.0	%		54.8	%		52.4	%		50.4	%		50.6	%
Unadjusted efficiency ratio **		48.8	%		60.5	%		53.1	%		52.0	%		44.7	%
*       Calculated as ratio of adjusted noninterest expense to adjusted revenue. **     Calculated as ratio of tangible noninterest expense to total revenue (fully tax-equivalent basis).
Tangible common equity and tangible common equity to tangible assets:
Total stockholder’s equity	$	1,421,090		$	1,430,964		$	1,417,214		$	1,421,090		$	1,417,214
Less: Goodwill, core deposits and other intangibles		712,036			714,803			728,251			712,036			728,251
Tangible common equity	$	709,054		$	716,161		$	688,963		$	709,054		$	6,888,963
Total assets	$	9,371,429		$	9,292,283		$	9,134,258		$	9,371,429		$	9,134,258
Less: Goodwill, core deposits and other intangibles		712,036			714,803			728,251			712,036			728,251
Tangible assets	$	8,659,393		$	8,577,480		$	8,406,007		$	8,659,393		$	8,406,007
Tangible common equity to tangible assets		8.2	%		8.3	%		8.2	%		8.2	%		8.2	%

11

EX-99.2

Earnings Release  |  November 20, 2014

Exhibit 99.2

2

Disclosures

Forward-Looking Statements:

This presentation contains forward-looking statements within the meaning of

the Private Securities Litigation Reform Act of 1995. Statements about our expectations, beliefs, plans,

predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may

be forward-looking. These statements are often, but not always, made through the use of words or phrases

such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,”

“projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these

statements are only predictions and involve estimates, known and unknown risks, assumptions and

uncertainties that could cause actual results to differ materially from those expressed. All forward-looking

statements are necessarily only estimates of future results, and there can be no assurance that actual results

will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on

such statements. Any forward-looking statements are qualified in their entirety by reference to the factors

discussed in the section titled “Risk Factors” in our Prospectus, dated October 14, 2014, included as part of the

Registration Statement on Form S-1 filed in connection with our initial public offering. Further, any forward-

looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any

forward-looking statement to reflect events or circumstances after the date on which the statement is made or 

to reflect the occurrence of unanticipated events.

Non-GAAP Financial Measures:

This presentation contains non-GAAP measures which our management

relies on in making financial and operational decisions about our business and which exclude certain items that

we do not consider reflective of our business performance.  We believe that the presentation of these measures

provides investors with greater transparency and supplemental data relating to our financial condition and

results of operations.  These non-GAAP measures should be considered in context with our GAAP results.  A

reconciliation of these non-GAAP measures appears in our earnings release dated November 20, 2014 and in

the appendix to this presentation.  Our earnings release and this presentation are available in the Investor

Relations section of our website at www.greatwesternbank.com.  Our earnings release and this presentation 

are also available as part of our Current Report on Form 8-K filed with the SEC on November 20, 2014.

Explanatory Note:

In this presentation, all financial information presented refers to the financial results of Great

Western Bancorp, Inc. combined with those of its predecessor, Great Western Bancorporation, Inc.

3

About GWB

•

Top

20

Midwest

bank

holding

company

(1)

•

Business bank with unique agribusiness expertise

•

8

th

largest

farm

lender

bank

in

the

U.S.

as

of

June

30,

2014

•

162 banking branches across 7 states

•

Owned by National Australia Bank since 2008

•

Current ownership of 68.2%

Efficient Business Model

Company Snapshot

Demonstrated Earnings Growth

Market Presence

Note:   Adjusted efficiency ratio is a non-GAAP measure.  See appendix for reconciliation.

(1)Source: SNL Financial. Based on bank holding companies with headquarters in the Midwest ranked by total assets as of June 30, 2014.  Excludes specialty lenders, insurance companies, trust banks and

brokerage and investment banking firms.

Net Income

CAGR

‘09 –

‘14:

18%

For the fiscal years ended September 30.

For the fiscal years ended September 30.

4

•

4Q FY14 net income of $27.9 million ($0.48 per share) compared

to $26.3 million ($0.46 per share) for 4Q FY13

•

4Q FY14 adjusted efficiency ratio of 49.0%

•

FY14 net income of $105.0 million ($1.81 per share) compared to

$96.2 million ($1.66 per share) for FY13

•

Disciplined expense management led full-year adjusted efficiency

ratio to improve to 50.4%

•

Improved credit quality led to a $10.9 million reduction in

provision for loan losses from $11.6 million to $0.7 million

•

Attractive ROA and ROTCE of 1.14% and 16.6%, respectively,

and ROE of 7.34%

Income Statement Overview

Net Interest Income ($MM)

Net Income ($MM)

Performance Highlights

Noninterest Expense ($MM)

Note:   Adjusted net interest income, adjusted net interest margin, adjusted noninterest expense, adjusted efficiency ratio and return on average tangible common equity (ROTCE) are non-GAAP measures we calculate

primarily to exclude the effects of offsetting fair value changes in certain loans and related interest rate swaps and the impact of amortization of intangible assets, net of tax.  See appendix for reconciliations.

(1) Net interest margin was 3.24% and 3.88%, respectively, for fiscal year 2013 and fiscal year 2014 and 3.75% and 3.72%, respectively, for the fourth quarters of fiscal years 2013 and 2014.

+2% Adj.

NII

+6%

For the fiscal years ended September 30 or as otherwise noted.

For the fiscal years ended September 30 or as otherwise noted.

For the fiscal years ended September 30 or as otherwise noted.

+9%

+4% Adj.

NII

-6% Adj.

Exp.

-3% Adj.

Exp.

(1)

5

Balance Sheet Overview

Total Loans ($MM)

Balance Sheet  Highlights

Deposits ($MM)

•

Total loans up 6.7% YoY with headline growth aligned to

strategy and diversification across footprint

•

10% CRE growth (14% owner-occupied CRE growth)

•

6% C&I and Agriculture growth, respectively

•

Continued transition in deposit portfolio toward more

transaction accounts; lower cost of deposits

•

Maintained strong capital ratios despite accelerated dividend

At or for the fiscal years ended September 30.

At September 30.

Noninterest-

bearing deposits

up 9% YoY

+6.7% YoY

Tier 1 Capital Ratio

At September

30.

Note:

Regulatory capital ratios calculated based on currently applicable rules.

6

Continued Asset Quality Improvement

•

Annual net charge-offs declined to 0.14% of average loans,

down from 0.44% for FY13 and from a peak of 0.88% in FY11

•

Nonaccrual loans (both including and excluding loans covered

by FDIC loss-sharing arrangements and total) continued to

decline while Reserves / NALs increased

•

OREO balances declined 14% year-over-year

At September 30.

At or for the fiscal years ended September 30.

Reserves / NALs

Highlights

Net Charge-Offs

Improving Credit Quality

For the fiscal years ended September 30.

7

Proven Business Strategy

Focused Business Banking Franchise with Agribusiness Expertise

Strong Profitability and Growth Driven by a Highly Efficient Operating Model

Risk Management Driving Superior Credit Quality Relative to Peers

Strong Capital Generation and Attractive Dividend

Prioritize Organic Growth While Optimizing Footprint

Attract and Retain High-Quality Relationship Bankers

Deepen Customer Relationships

Appendix

9

Non-GAAP Reconciliations

GREAT WESTERN BANCORP, INC.

CONSOLIDATED FINANCIAL DATA (Unaudited)

At and for the three months ended

At and for the fiscal year ended

Sept. 30,

June 30,

Sept. 30,

Sept. 30,

2013

2013

2014

2014

2014

Reconciliation of Non-GAAP Measures

(dollars in thousands)

Cash net income and return on average tangible

common equity:

Net income………………………………………………

Add: Amortization of intangible assets……………….

Add: Tax on amortization of intangible assets………

Cash net income…………………………………….

Average common equity………………………………

Less: Average goodwill and other intangible

assets…………………………………………………...

Average tangible common equity………………...

Return on average common equity…………………..

Return

on

average

tangible

common

equity

*………..

* Calculated as cash net income divided by average tangible common equity. Annualized for quarterly periods.

Adjusted net interest income and adjusted net

interest margin:

Net interest income…………………………………….

Less: Loan FV adjustment related to interest rates..

Adjusted net interest income………………………

Average interest-earning assets…………………….

Net interest margin…………………………………….

* Adjusted net interest margin is calculated as adjusted net interest income divided by average interest earning assets. Annualized for 

quarterly periods.

$

27,875

$

22,503

$

26,323

$

952

$

96,243

2,768

4,069

4,690

16,216

19,290

(811)

(811)

(811)

(3,244)

(3,244)

$

29,832

$

25,761

$

30,202

$

117,924

$

112,289

$ 1,438,962

$1,445,097

$1,400,635

$

1,430,772

$1,380,295

713,462

717,104

730,893

719,573

738,140

$   725,500

$

727,993

$   669,742

$

711,199

$

642,155

7.69%

6.25%

7.46%

7.34%

6.97%

16.3%

14.2%

17.9%

16.6%

17.5%

$

76,646

$

89,386

$

74,886

$

314,073

$

255,096

(197)

13,197

1,330

11,922

(40,305)

$

76,843

$

76,189

$

73,556

$

302,151

$

295,401

$8,181,194

$ 8,098,052

$7,930,867

$

8,093,861

$   7,862,860

3.72%

4.43%

3.75%

3.88%

3.24%

3.73%

3.77%

3.68%

3.73%

3.76%

Adjusted

net

interest

margin

*……………………….

Sept. 30,

10

Non-GAAP Reconciliations

Adjusted interest income and adjusted yield on

Loans, other than acquired with deteriorated

credit quality, net:

Interest income...……………………………………….

$    76,388

$    88,531

$     74,453

$

312,424

$

249,527

Less: Loan FV adjustment related to interest rates…

(197)

13,197

1,330

11,922

(40,305)

Adjusted  interest income..………………………..

$    76,585

$

75,334

$

73,123

$

300,502

$

289,832

Average Loans, other than acquired with

deteriorated credit quality, net……………………….

$6,527,721

$6,362,850

$6,024,403

$

6,311,857

$

5,876,116

Yield…………………………………………………….

4.64%

5.58%

4.90%

4.95%

4.25%

Adjusted yield *………………………………………..

4.65%

4.75%

4.82%

4.76%

4.93%

* Adjusted yield is calculated as adjusted interest income divided by average balance. Annualized for quarterly periods.

Adjusted noninterest expense and adjusted

efficiency ratio:

Total revenue………………………………………..

$    91,530

$  103,611

$     92,412

$

372,127

$

330,000

Plus: Tax equivalent adjustment…………………..

1,324

1,199

1,092

4,663

3,541

Total revenue (fully tax-equivalent

basis)

92,854

104,810

93,504

376,790

333,541

Less: Loan FV adjustment related to

interest rates…………………………………..

(197)

13,197

1,330

11,922

(40,305)

Adjusted revenue……………………….

$   93,051

$   91,613

$    92,174

$

364,868

$

373,846

Noninterest expense…………………………………

$  48,121

$  67,476

$   54,333

$

212,144

$

168,285

Less: Amortization of core deposit and

other intangibles………………………………..

2,768

4,069

4,690

16,216

19,290

Tangible noninterest expense

45,353

63,407

49,643

195,928

148,995

Less: Derivatives, net (gain) loss………………..

(197)

13,197

1,330

11,922

(40,305)

Adjusted noninterest expense……………....

$  45,550

$  50,210

$   48,313

$

184,006

$

189,300

Adjusted efficiency ratio*

49.0%

54.8%

52.4%

50.4%

50.6%

Unadjusted efficiency ratio **

48.8%

60.5%

53.1%

52.0%

44.7%

*   Calculated as Ratio of adjusted noninterest expense to adjusted Revenue.

** Calculated

as

Ratio

of

tangible

noninterest

expense

to

total

Revenue

(fully

tax

–

equivalent

basis).

11

Non-GAAP Reconciliations

Tangible common equity and tangible common

equity to tangible assets:

Total stockholder’s equity

..................................

$1,421,090

$1,430,964

$1,417,214

$1,421,090

$1,417,214

Less: Goodwill, core deposits and other

intangibles

........................................................

712,036

714,803

728,251

712,036

728,251

Tangible common equity

..........................

$    709,054

$    716,161

$   688,963

$   709,054

$6,888,963

Total assets

.....................................................

$9,371,429

$9,292,283

$9,134,258

$9,371,429

$9,134,258

Less: Goodwill, core deposits and other

intangibles

........................................................

712,036

714,803

728,251

712,036

728,251

Tangible assets

......................................

$8,659,393

$8,577,480

$8,406,007

$8,659,393

$8,406,007

Tangible common equity to tangible assets...........

8.2%

8.3$

8.2%

8.2%

8.2%