10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended September 30, 2014
	Or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                 to

Commission File Number 001-36688

Great Western Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-1308512
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o   No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  o   No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Annual Report on Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   Accelerated filer   Non-accelerated filer x  
(Do not check if a smaller company) Smaller reporting company  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No   x

As of March 31, 2014, there was no voting or non-voting common equity held by non-affiliates. As of December 8, 2014, the number of shares of the registrant’s Common Stock outstanding was 57,886,114 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the registrant’s Proxy Statement for the 2015 Annual Meeting of Stockholders is incorporated herein by reference in Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year to which this report relates.

GREAT WESTERN BANCORP, INC.

ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended September 30, 2014

TABLE OF CONTENTS

EXPLANATORY NOTE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I	7
Item 1. Business	7
Item 1A. Risk Factors	34
Item 1B. Unresolved Staff Comments	63
Item 2. Properties	63
Item 3. Legal Proceedings	63
Item 4. Mine Safety Disclosures	63
PART II	64
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	64
Item 6. Selected Financial Data	66
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	116
Item 8. Financial Statements and Supplementary Data	118
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	170
Item 9A. Controls and Procedures	171
Item 9B. Other Information	171
PART III	172
Item 10. Directors, Executive Officers and Corporate Governance	172
Item 11. Executive Compensation	172
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	172
Item 13. Certain Relationships and Related Transactions and Director Independence	172
Item 14. Principal Accountant Fees and Services	172
PART IV	172
Item 15. Exhibits and Financial Statement Schedules	172
EX-3.1
EX-4.2
EX-4.5
EX-4.9
EX-4.11
EX-4.13
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.13
EX-21.1

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EX-23.1

EX-31.1

EX-31.2

EX-32.1

EX-32.2

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EXPLANATORY NOTE

Except as otherwise stated or the context otherwise requires, references in this Annual Report on Form 10-K to:

• “we,” “our,” “us” and our “company” refer to:

◦ Great Western Bancorporation, Inc., an Iowa corporation, and its consolidated subsidiaries, for all periods prior to the Formation Transactions;

◦ Great Western Bancorp, Inc., a Delaware corporation, and its consolidated subsidiaries, for all periods after the completion of the Formation Transactions;

• “Great Western” refer to Great Western Bancorporation, Inc. but not its consolidated subsidiaries, for all periods prior to the Formation Transaction, and Great Western Bancorp, Inc. but not its consolidated subsidiaries, for all periods after the completion of the Formation Transaction;

• our “bank” refer to Great Western Bank, a South Dakota banking corporation; and

• “NAB” refer to National Australia Bank Limited, an Australian public company and our controlling stockholder.

• the “Formation Transactions” means a series of transactions completed on October 17, 2014 and undertaken in preparation for our initial public offering comprised of:

◦ the cash contribution by National Americas Holdings LLC to Great Western Bancorp, Inc. in an amount equal to the total stockholder’s equity of Great Western Bancorporation, Inc.;

◦ the sale by National Americas Investment, Inc. of all outstanding capital stock of Great Western Bancorporation, Inc. to Great Western Bancorp, Inc. for an amount in cash equal to the total stockholder’s equity of Great Western Bancorporation, Inc.; and

◦ the merger of Great Western Bancorporation, Inc. with and into Great Western Bancorp, Inc., with Great Western Bancorp, Inc. continuing as the surviving corporation and succeeding to all the assets, liabilities and business of Great Western Bancorporation, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors identified in “Item 1A. Risk Factors” or “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” or the following:

• current and future economic and market conditions in the United States generally or in our states in particular, including the rate of growth and employment levels;

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• changes in market interest rates;

• the geographic concentration of our operations, and our concentration on originating business and agribusiness loans;

• the relative strength or weakness of the agricultural and commercial credit sectors and of the real estate markets in the markets in which our borrowers are located;

• declines in the market prices for agricultural products for any reason;

• our ability to effectively execute our strategic plan and manage our growth;

• our ability to successfully manage our credit risk and the sufficiency of our allowance for loan loss;

• our ability to attract and retain skilled employees or changes in our management personnel;

• our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business;

• changes in the demand for our products and services;

• the effectiveness of our risk management and internal disclosure controls and procedures;

• fluctuations in the values of our assets and liabilities and off-balance sheet exposures;

• our ability to attract and retain customer deposits;

• our access to sources of liquidity and capital to address our liquidity needs;

• possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations;

• our ability to identify and address cyber-security risks;

• any failure or interruption of our information and communications systems;

• our ability to keep pace with technological changes;

• our ability to successfully develop and commercialize new or enhanced products and services;

• possible impairment of our goodwill and other intangible assets, or any adjustment of the valuation of our deferred tax assets;

• the effects of problems encountered by other financial institutions;

• the effects of geopolitical instability, including war, terrorist attacks, and man-made and natural disasters;

• the effects of the failure of any component of our business infrastructure provided by a third party;

• the impact of, and changes in applicable laws, regulations and accounting standards and policies;

• market perceptions associated with our separation from NAB and other aspects of our business;

• our likelihood of success in, and the impact of, litigation or regulatory actions;

• our inability to receive dividends from our bank and to service debt, pay dividends to our common stockholders and satisfy obligations as they become due;

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• the effect of NAB’s control over us as a result of its continuing beneficial ownership of a majority of our outstanding common stock;

• the incremental costs of operating as a standalone public company;

• our ability to retain service providers to perform oversight or control functions or services that have otherwise been performed in the past by NAB; and

• damage to our reputation from any of the factors described above, in “Item 1A. Risk Factors” or in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The foregoing factors should not be considered an exhaustive list and should be read together with the other cautionary statements included in this Annual Report on Form 10-K. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

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PART I

ITEM 1.    BUSINESS

Our Business

We are a full-service regional bank holding company focused on relationship-based business and agribusiness banking. We serve our customers through 162 branches in attractive markets in seven states: South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri. We were established more than 70 years ago and have achieved strong market positions by developing and maintaining extensive local relationships in the communities we serve. By leveraging our business and agribusiness focus, presence in attractive markets, highly efficient operating model and robust approach to risk management, we have achieved significant and profitable growth—both organically and through disciplined acquisitions. We have successfully completed eight acquisitions since 2006, including our 2010 Federal Deposit Insurance Corporation, or FDIC, assisted acquisition of TierOne Bank, which represented approximately $2.5 billion in acquired assets. Our net income was $105.0 million for fiscal year 2014 and our total loans and total assets were $6.8 billion and $9.4 billion, respectively, at September 30, 2014.

We focus on business and agribusiness banking, complemented by retail banking and wealth management services. Our loan portfolio consists primarily of business loans, comprised of commercial and industrial, or C&I, loans and commercial real estate, or CRE, loans, and agribusiness loans. At September 30, 2014, our business and agribusiness loans collectively accounted for 85% of our total loan portfolio. In addition, 62% of our aggregate loan portfolio, comprising our CRE loans (representing 37% of our aggregate loan portfolio), residential real estate loans (representing 13% of our aggregate loan portfolio) and agriculture real estate loans (representing 11% of our aggregate loan portfolio), was primarily secured by interests in real estate predominantly located in the states in which we operate. In addition, and some of our other lending occasionally involves taking real estate as primary or secondary collateral. We offer small and mid-sized businesses a focused suite of financial products and have established strong relationships across a diversified range of sectors, including key areas supporting regional growth such as agribusiness services, freight and transport, healthcare and tourism. We have developed extensive expertise in agribusiness lending, which serves one of the most prominent industries across our markets, and we offer a variety of financial services designed to meet the specific needs of our agribusiness customers. We also provide a range of deposit and loan products to our retail customers through several channels, including our branch network, online banking system, mobile banking applications and customer care centers. In our wealth management business, we seek to expand our private banking, financial planning, investment management and insurance operations to better position us to capture an increased share of the business of managing the private wealth of many of our business and agribusiness customers.

Our banking model seeks to balance the best of being a “big enough” & “small enough” bank, providing capabilities typical of a much larger bank, such as diversified product specialists, customized banking solutions and multiple delivery channels, with a customer-focused culture usually associated with smaller banks. Our focus on balancing these capabilities with a service-oriented culture is embedded within our operations and is enhanced by focusing on our core competencies. We are well recognized within our markets for our relationship-based banking model that provides for local, efficient decision making. We believe we serve our customers in a manner that is responsive, flexible and accessible. Our relationship bankers strive to build deep, long-term relationships with customers and understand the customers’ specific needs to identify appropriate financial solutions. We believe we have been successful in attracting customers from larger competitors because of our flexible approach and the speed and efficiency with which we provide banking solutions to our customers while maintaining disciplined underwriting standards.

Our Business Strategy

We believe that stable long-term growth and profitability are the result of building strong customer relationships while maintaining disciplined underwriting standards. We plan to focus on originating high-quality loans and growing our low-cost deposit base through our relationship-based business and agribusiness banking. We believe that continuing to focus on our core strengths will enable us to gain market share, continue to improve our operational efficiency and increase profitability. The key components of our strategy for continued success and future growth include the following:

Attract and Retain High-Quality Relationship Bankers

A key component of our growth in our existing markets and entry into new markets has been our ability to attract and retain high-quality relationship bankers. We have recruited approximately 42 new business and agribusiness relationship bankers since

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January 1, 2011 (out of a total of approximately 160 business and agribusiness relationship bankers at September 30, 2014), with average industry experience of over 15 years when hired. We believe we have been successful in recruiting qualified relationship bankers due primarily to our decentralized management approach, focused product suite and flexible and customer-focused culture while continuing to provide sophisticated banking capabilities to serve our customers’ needs. We intend to continue to hire experienced relationship bankers to execute our relationship-driven banking model. We utilize a variable compensation structure designed to incentivize our relationship bankers by tying their compensation to their individual overall performance and the performance of the loans that they help originate, which we measure based on revenues, return on assets and asset quality/risk, among other things. We believe this structure establishes the appropriate incentives to maximize performance and satisfy our risk management objectives. By leveraging the strong networks and reputation of our experienced relationship bankers, we believe we can continue to grow our loan portfolio and deposit base as well as cross-sell other products and services.

Optimize Footprint in Existing and Complementary Markets

We pursue attractive growth opportunities to expand within our existing footprint and enter new markets aligned with our business model and strategic plans. We believe we can increase our presence in under-represented areas in our existing markets and broaden our footprint in attractive markets adjacent and complementary to our current markets by continuing our emphasis on business and agribusiness banking. Our branch strategy is guided by our ability to recruit experienced relationship bankers in under-represented and new markets. These bankers expand our banking relationships into these markets prior to opening a branch, which increases our likelihood of expanding profitably by developing an asset base before we establish a branch in that market. We will continue to opportunistically consider opening new branches. We intend to capitalize on growth opportunities we believe exist in growing economies in and adjacent to our existing markets.

Deepen Customer Relationships

We believe that our reputation, expertise and relationship-based banking model enables us to deepen our relationships with our customers. We look to leverage our relationships with existing customers by cross-selling our products and services. We have sought to grow our low-cost customer deposit base by attracting more deposits from our business and agribusiness customers. We offer alternative cash management solutions intended to help retain business customers. We seek to expand and enhance our wealth management platform through focused product offerings that we believe will appeal to our more affluent customers. We intend to continue to capitalize on opportunities to capture more business from existing customers throughout our banking network.

Continue to Improve Efficiency and Lower Costs

We believe that our focus on operational efficiency, even in light of incremental costs from being a public company, is critical to our profitability and future growth. We intend to carefully manage our cost structure and continuously refine and implement internal processes to create further efficiencies and enhance our earnings. We continue to optimize our branch network and have commenced reviews of additional internal processes and our vendor relationships, with a view to identifying opportunities to further improve efficiency and enhance earnings. We are also continuing our efforts to shift our deposit base to lower-cost customer deposits, a strategic initiative that has been primarily responsible for driving our cost of deposit funding down since September 30, 2012. We believe our scalable systems, risk management infrastructure and operating model will better enable us to achieve further operational efficiencies as we grow our business.

Opportunistically Pursue Acquisitions

Our management team has extensive expertise and a successful track record in evaluating, executing and integrating attractive, franchise-enhancing acquisitions. We have successfully completed eight acquisitions since 2006, including our 2010 Federal Deposit Insurance Corporation, or FDIC, assisted acquisition of TierOne Bank, which represented approximately $2.5 billion in acquired assets. We will continue to consider acquisitions that are consistent with our business strategy and financial model as opportunities arise. Illustrated below, as of September 30 of each indicated year, is the growth in our total assets as a result of our acquisitions in that fiscal year.

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⁽¹⁾Acquired assets are the total of the fair value of assets acquired and the net cash and cash equivalents received at the time of acquisition in each indicated year.

Our Operating Model

We believe our highly efficient and scalable operating model has enabled us to operate profitably, remain competitive, increase market share and develop new business. We emphasize company-wide operating principles focused on proactive expense management, targeted investment, disciplined lending practices and focused product offerings. We have achieved cost efficiencies by consolidating our branch network through the closure of less profitable locations and through our demonstrated success in acquiring and integrating banks. We have also achieved significant cost efficiencies through the use of Kaizen & Lean principles, which are management techniques for improving processes and reducing waste, to eliminate redundancies and improve the efficient allocation of resources throughout our operations. We believe our focus on operating efficiency has contributed significantly to our return on equity, return on assets and net income.

Our Relationship With NAB

Great Western Bancorp, Inc., a Delaware corporation, was formed in July 2014 as a wholly owned subsidiary of National Americas Holdings LLC to be the publicly traded holding company for Great Western Bank.  National Americas Holdings LLC was formed as a Delaware limited liability company in 2008 by NAB to facilitate NAB’s purchase of Great Western Bank.  In connection with our initial public offering in October 2014, Great Western Bancorp, Inc. purchased all outstanding common stock issued by Great Western Bancorporation, Inc., an Iowa corporation formed in 1968 which was then the holding company for Great Western Bank, from National Americas Investments, Inc., a wholly owned subsidiary of National Americas Holdings LLC.  Following this purchase, Great Western Bancorporation, Inc. merged with and into Great Western Bancorp, Inc., with Great Western Bancorp, Inc. continuing as the surviving corporation and succeeding to all the assets, liabilities and business of Great Western Bancorporation, Inc. We conduct our business through our bank as a single reportable segment, with all of our identifiable assets located in the United States.

As a wholly owned subsidiary of NAB prior to our initial public offering, we historically received financial and administrative support from NAB and its affiliates and engaged in business transactions with them, including NAB London Branch (a branch of National Australia Bank Limited), or NAB London Branch, acting as counterparty pursuant to an ISDA master agreement with our bank on approximately $978.3 million in total notional amount of interest rate swaps outstanding at September 30, 2014. NAB continues to own 68.2% of our outstanding common stock and to have significant control over us and our operations. In connection with our initial public offering, we and NAB entered into certain agreements providing a framework for our ongoing relationship with NAB, including a stockholder agreement, which we refer to as the Stockholder Agreement, governing NAB’s rights as a stockholder until such time as NAB ceases to control us for purposes of the U.S. Bank Holding Company Act of 1956, as amended, or the BHC Act, a transitional services agreement, which we refer to as the Transitional Services Agreement, pursuant to

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which NAB has agreed to continue to provide us with certain services for a transition period and a registration rights agreement, which we refer to as the Registration Rights Agreement, requiring that we register shares of our common stock beneficially owned by NAB under certain circumstances. As part of the Formation Transactions, we also assumed certain outstanding previously existing indebtedness owed by our predecessor Great Western Bancorporation, Inc. to NAB. We may continue to engage in business transactions with NAB and its affiliates in the future, including by continuing to use NAB London Branch as a counterparty to our bank for interest rate swaps.

Our Business Lines

Business Banking

Business banking is a key focus of our business model and is one of our core competencies. We provide business banking services to small and mid-sized businesses across a diverse range of industries, including key sectors supporting regional growth such as ancillary agribusiness services (e.g., farm equipment suppliers and grain and seed merchants), freight and transport, healthcare (e.g., hospitals, physicians, care facilities and dentists) and tourism. We offer our business banking customers a focused range of financial products designed to meet the specific needs of their businesses, including loans, lines of credit, cash management services, online business deposit and wire transfer services, in addition to checking and savings accounts and corporate credit cards. At September 30, 2014, business banking represented $2.41 billion in deposits and $4.11 billion in loans, representing 34% and 60%, respectively, of our total deposits and loans.

Our business banking model is based on a fundamental understanding of the communities we serve and the banking needs of our customers. Our bank employs experienced relationship bankers across our footprint, each of whom offers our bank’s suite of business banking products and services to our customers. Our relationship bankers strive to build deep, long-term customer relationships with our banking customers and to understand our customers’ specific needs to identify appropriate financial solutions.

Our business banking lending portfolio comprises C&I and CRE loans. C&I loans represent one of our core competencies in business banking. We offer a focused range of lending products to our C&I customers, including working capital and other shorter-term lines of credit, fixed-rate loans over a wide range of terms, including our tailored business loans, and variable-rate loans with varying terms. CRE loans include both owner-occupied CRE and non-owner-occupied CRE loans, multifamily residential real estate loans and construction and development loans. CRE lending is a significant component of our overall loan portfolio, although we are focused on managing our exposure to construction and development lending, in particular, which we believe is relatively riskier than other types of CRE lending, including owner-occupied CRE lending. The composition of our business lending, as of September 30, 2014, is as follows:

	September 30, 2014
	Nebraska		Iowa / Kansas / Missouri		South Dakota		Arizona / Colorado		Other(1)		Total		% of Total Loan Unpaid Principal Balance
	(dollars in thousands)
C&I loans	$	369,688	$	710,259	$	267,581	$	189,163	$	34,949	$	1,571,640	23.0	%
Owner-occupied CRE loans	231,920		365,828		250,039		294,243		9,838		1,151,868		16.9	%
Non-owner-occupied CRE loans	171,956		254,815		310,543		163,236		21,845		922,395		13.5	%
Construction and development loans	102,321		101,654		61,429		34,922		13,674		314,000		4.6	%
Multifamily residential real estate loans	41,591		24,689		37,996		35,104		13,551		152,931		2.2	%
Total business loans	$	917,476	$	1,457,245	$	927,588	$	716,668	$	93,857	$	4,112,834	60.3	%

(1) Balances in this column represent acquired workout loans and certain other loans managed by our staff, commercial credit card loans, fair value adjustments related to acquisitions and loans for which we have elected the fair value option, which could result in a negative carrying amount in the event of a net negative fair value adjustment.

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The compositions of our C&I and CRE loan portfolios, aggregated by customer exposure as of September 30, 2014, are diversified across loan sizes, as set forth below:

C&I and CRE Loan Portfolio Compositions

C&I CRE

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Agribusiness Banking

In addition to business banking, we consider agribusiness lending one of our core competencies. We have been providing banking services to the agricultural community since our bank was founded in 1935. We have developed extensive expertise and brand recognition in agribusiness lending (which we believe is one of the fastest growing industries in the markets where we operate and which is the largest single industry that we serve) and provide loans and banking services to agribusiness customers across our geographic footprint. We predominantly lend to grain and protein producers who produce a range of agricultural commodities. Our agribusiness customers range in size from small, family farms to large, commercial farming operations. At September 30, 2014, our agribusiness loan portfolio was $1.68 billion, representing 25% of our bank’s $6.82 billion in total lending. Our agribusiness loan portfolio was balanced at September 30, 2014, among the major types of agricultural production undertaken in our footprint, with grains (primarily corn, soybeans and wheat) representing 38% of our agribusiness loan portfolio; proteins representing 46% of our agribusiness loan portfolio (primarily beef cattle, dairy products and hogs); and other products representing 16% of our agribusiness loan portfolio (including cotton, trees, fruits and nuts and vegetables, among others), as set forth below:

Agribusiness Loan Portfolio

The composition of our agribusiness lending portfolio is also geographically diversified across our locations in our four business regions, as set forth below:

	September 30, 2014
	Agribusiness Loans		% of Agribusiness Loan Portfolio
	(dollars in thousands)
South Dakota	$	575,755	34.2%
Arizona and Colorado	512,207		30.5%
Iowa, Kansas and Missouri	451,859		26.9%
Nebraska	139,922		8.3%
Other(1)	1,466		0.1%
Total	$	1,681,209	100.0%

(1)    Balances in this row represent acquired workout loans and certain other loans managed by our staff, fair value adjustments related to acquisitions and loans for which we have elected the fair value option, which could result in a negative carrying amount in the event of a net negative fair value adjustment.

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We offer a number of products to meet our agribusiness customers’ banking needs, from short-term working capital funding to long-term land-related lending, as well as other tailored services. Through relationships with insurance agencies, we offer and sell crop insurance that can provide farms with options for financial protection from various events, including flood, drought, hail, fire, disease, insect damage, wildfire and earthquake. We service our agribusiness customers through dedicated relationship bankers with deep industry/sector knowledge, supplemented by a team of local bankers focused on agriculture who build long-term relationships with customers.

Retail Banking

Retail banking provides a source of low-cost funds and deposit-related fee income. At September 30, 2014, our branch network consisted of 162 branch offices located in 116 communities. Our branch network enhances our ability to gather deposits, expand our brand presence, service our customers’ needs, originate loans and maintain our lending relationships.

We offer traditional banking products to our retail customers, including checking accounts, savings and money market accounts, individual retirement accounts, or IRAs, and certificates of deposit, or CDs. As the banking industry continues to experience broader customer acceptance of online and mobile banking tools for conducting basic banking functions and retail customers use branch locations with less frequency than they have historically, we serve our customers through a wide range of non-branch channels, including online, telephone and mobile banking platforms. In addition, we continue to optimize our branch network and have closed less profitable branches. We continue to strive to optimize the effectiveness of our distribution channels and increase our operational efficiency to adapt to increasing customer preferences for self-service banking capabilities. At September 30, 2014, we had ATMs at 155, or 96%, of our branches and had another 41 company-owned ATMs at off-site locations. We are part of the MoneyPass, SHAZAM and NETS networks, enabling our customers to take out cash surcharge-free and service charge-free at over 25,000 ATM locations across the country.

Our retail branch network is spread among our four regions as follows:

	September 30, 2014
	Number of branches	% of branches
South Dakota	25	15%
Arizona and Colorado	27	17%
Iowa, Kansas and Missouri	54	33%
Nebraska	56	35%
Total	162	100%

We also provide a variety of loan products to individuals. At September 30, 2014, our residential real estate and consumer portfolio was $993 million, representing 15% of our total lending, and comprised residential mortgage loans, home equity loans and home equity lines of credit and general lines of credit, and auto loans and other loans. We also have a small amount of consumer credit card balances outstanding. In addition to retail loans held in our portfolio, we also originate residential mortgage loans for resale (including their servicing) on the secondary market and, in the fiscal year ended September 30, 2014, we originated $216.4 million of these loans. At September 30, 2014, we had a retail and mortgage loan officer base of 399 individuals. Home equity originations (including residential mortgages) are sourced almost exclusively through our branch network. Our home equity loan portfolio is conservatively underwritten, including assessment of the borrower’s FICO score and the loan-to-value ratio. See “—Loans—Underwriting Principles” for discussion of our credit underwriting standards.

Wealth Management

We also provide our customers with a selection of wealth management solutions, including financial planning, private banking, investment management and trust services through associations with third party vendors, including a registered broker-dealer and investment adviser. Our investment representatives offer our customers investment management services through our branch network which entails overseeing and recommending investment allocations between asset classes based on a review of a client’s risk tolerance. These representatives also offer and sell insurance solutions, including life insurance and offer trust services, including personal trusts and estate planning. At September 30, 2014 our investment representatives had $592 million in assets under

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management, and, through our trust services group, we had $691 million in assets under management, for a combined total of $1.28 billion in assets under management. Enhancing and expanding our wealth management business is an important component of our strategic plan, as we believe it can deepen our customer relationships, create cross-selling opportunities and drive stable and recurring revenue.

Loans

Overview

Our loan portfolio consists primarily of C&I, CRE and agribusiness loans. We also originate residential real estate loans, personal loans, home equity loans, lines of credit, credit cards and auto loans. As described below, our loan portfolio is diversified across our customer base, and less than 1% of the outstanding balances in the portfolio are unsecured.

The following chart sets forth the composition of our loan portfolio by loan category as of September 30, 2014:

Our underwriting standards, discussed below, require portfolio diversification across geographies, industries and customers. Our lending is spread among our four geographic regions, with each region representing between 19% and 33% of our lending portfolio at September 30, 2014. Within each region, our lending is also diversified both across our loan categories referenced above and within each of these categories. For example, within agribusiness lending, our portfolio is diversified across grain, protein and other types of agribusiness. Our C&I and owner-occupied CRE lending categories are well diversified, with no individual industry comprising more than 8% of lending in these combined categories. See “—Our Business Lines—Agribusiness Banking” for information about the composition of our agribusiness loan portfolio and “—Our Business Lines—Business Banking” for information about the composition of our business banking loan portfolio. At a customer level, our largest exposure represents approximately 1% of our total loans, and our top ten loan exposures represent approximately 8% of our total loans at September 30, 2014.

Underwriting Principles

General. We apply consistent credit principles in our assessment of lending proposals across all loan categories. We are a cash flow-focused lender, which means our assessment of any potential loan includes an analysis of whether the customer can generate sufficient cash flow, not only in normal operating conditions but in a range of circumstances, to ensure the likelihood that the borrowers’ repayment obligations to our bank can be fully met. Our underwriting procedures include an assessment of the borrower’s cash flow sustainability, the acceptability of the borrowing purpose, the borrower’s liquidity, collateral quality and adequacy, industry dynamics, and management capability, integrity and experience. For residential real estate, consumer and other lending, our underwriting process is intended to assess the prospective borrower’s credit standing and ability to repay (which we analyze based on the borrower’s cash flow, liquidity, credit standing, employment history and overall financial condition) and the value and adequacy of any collateral.

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We establish conservative collateral guidelines that recognize the potential effects of volatility or deterioration of the value of collateral we accept, such as real estate, inventory, receivables and machinery. We manage this risk in a number of ways, including through advance rate guidelines for the various types of collateral we typically accept. In addition, where we take real estate as collateral, and for some other specialized assets, we require assessment of value based on appropriate methodology and benchmarks. For our larger real estate commitments, this can include an independent third party appraisal review and, where appropriate, additional reviews.

We also assess the presence and viability of one or more acceptable secondary sources of repayment to mitigate potential future borrower cash flow deterioration. To improve the reliability of secondary sources of repayment, we prefer originating loans on a secured basis, and at September 30, 2014, less than 1% of our total lending was on an unsecured basis. We typically engage in unsecured lending only in situations involving long-standing customers of sound net worth and above-average liquidity with strong repayment ability (other than in connection with credit cards we issue).

We have a delegated commitment authorities framework that provides a conservative level of lending authority to our bankers commensurate with their role and lending experience. Commitments above the lending thresholds established for a banker require the approval, depending on the size of the commitment, of our regional credit managers, central senior credit managers, Chief Credit Officer or Chief Risk Officer or, for our largest commitments, our transactional credit committee. Loan analyses and decisions are documented and form part of the loan’s continual monitoring and relationship management record. We believe this framework provides the necessary separation of authority and independence in the credit underwriting process while providing flexibility to expedite appropriate credit decisions and provide competitive customer service.

Agribusiness. The underwriting principles described above generally apply to our agribusiness lending, although our assessment of cash flow sustainability, acceptability of borrowing purpose, borrower liquidity, industry environment, and management capability, integrity and experience are considered in light of the unique attributes of agribusiness lending. For example, we review the adequacy and sustainability of an agribusiness customer’s operating cash flows to determine adequate coverage of interest and principal repayments, and, generally, require a minimum of 1.25 times average coverage over a medium term of two to five years. We ensure that we understand the purpose of the loan and are willing to fund it. We work with the borrower to select the appropriate funding facility, such as working capital funding for short-term needs, medium-term borrowing to fund purchases of durables like machinery or equipment and long-term real estate loans, which are typically committed for five to ten years, with a maximum of 15 years. All of our agribusiness real estate loans are fully amortizing, based on full loan repayment over 15 to 25 years, and, for fixed-rate loans longer than five years, we typically enter into matching fixed-to-floating interest rate swaps as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rate Swaps Accounted for at Fair Value.”

As described above, we establish conservative collateral guidelines for our lending that recognize the volatility of asset prices. We also tailor the structure of certain loans, apply additional policies and require appropriate covenants to ensure our bank is well protected against the key potential risks. For livestock, we adopt conservative valuations to reduce the effects of cyclical trends before applying our collateral guidelines. For growing grain crops, we generally limit our lending to the coverage provided by crop insurance.

As is the case with all types of lending, external risks beyond a customer’s business and operations can affect repayment. Our agribusiness lending, in particular, is subject to several external risks that we manage in various ways, including:

• Price cycles and volatility—Agricultural commodity prices are both cyclical and volatile, and we seek to manage these factors by diversifying our portfolio across a range of agribusiness customers including grain producers and protein producers (e.g., generally low grain prices assist protein producers since their businesses use grains as inputs) and by determining and applying appropriate advance rate guidelines to agricultural commodities used as collateral, as discussed above.

• Weather, disease and other perils—Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business and the business of our borrowers. We seek to mitigate our exposure to this risk through our geographic diversification across seven states and a number of agricultural products. Federally subsidized crop insurance coverage is also available for over 120 kinds of crops, typically of 50% to 85% of a grower’s average yield, against various agriculture-related perils, including flood, drought, hail, fire, disease, insect damage, wildlife and earthquake.

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• Land prices—As discussed above, we focus on cash flow lending, which helps farms to ensure that they have sufficient cash flow to service debt and support their businesses, and generally take land as secondary collateral, with conservative advance rate guidelines in assessing collateral adequacy.

Deposits

Deposits are our primary source of funds to support our revenue-generating assets. We offer traditional deposit products to businesses and other customers with a variety of rates and terms. Deposits at our bank are insured by the FDIC up to statutory limits. We price our deposit products with a view to maximizing our share of each customer’s financial services business and prudently managing our cost of funds. At September 30, 2014, we held $7.05 billion of total deposits, which have grown at a CAGR of 13% from September 30, 2009 to September 30, 2014 (attributable primarily to growth in fiscal year 2010 as a result of our acquisition of TierOne Bank) and 1% in fiscal year 2014. At September 30, 2014, our deposit base consisted of $2.66 billion, or 38%, in checking accounts, $2.65 billion, or 38%, in money market checking, savings and passbook accounts, and $1.74 billion, or 25%, in CDs and IRAs.

Our deposit base is diversified across our geographic footprint, as illustrated by the following table showing the composition of our deposit base by the geographic region of our branches at September 30, 2014:

	September 30, 2014
State	Number of Branches	Deposits (in thousands)		% of Deposits
Nebraska	56	$	2,366,196	33.6%
Iowa, Kansas and Missouri	54	2,096,212		29.7%
South Dakota	25	1,431,737		20.3%
Arizona and Colorado	27	1,105,535		15.7%
Corporate and other	—	52,500		0.7%
Total	162	$	7,052,180	100.0%

Our deposit base is also diversified by client type. As of September 30, 2014, no individual depositor represented more than 2% of our total deposits, and our top ten depositors represented only 9% of our total deposits. The composition of our deposit mix has recently changed with an increased proportion of non-interest-bearing deposits and other transaction accounts and a lower proportion of more expensive time deposits as a result of a strategic initiative launched during fiscal year 2013. This shift in deposit mix has been largely responsible for the recent declines in our average cost of deposits from 0.79% at September 30, 2011 to 0.36% at September 30, 2014. At September 30, 2014, our deposit base included $1.0 billion of municipal deposits, against which we were required to hold $760 million of collateral. Municipal deposits represent approximately 581 customers with an average balance per customer of $1.73 million.

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The graph below shows our non-interest-bearing deposits, interest-bearing demand deposits and time deposits at the end of each fiscal year presented, as well as weighted average costs of deposits for each fiscal year presented:

 Risk Oversight and Management

We believe risk management is another core competency of our business. Following the acquisition of us by NAB, we have expanded our risk management staff and risk capabilities significantly in recent years to conform to NAB’s global standards. We have also implemented comprehensive policies and procedures for credit underwriting and monitoring of our loan portfolio, including strong credit practices among our relationship bankers, allowing credit decisions to be made efficiently on a local basis consistent with our underwriting standards. We believe that our risk management is more robust than that of most banks our size, resulting in our ability to grow our loan portfolio without compromising credit quality. We were also able to remain profitable while maintaining strong asset quality through the financial crisis, in part due to our focus on our core business and adherence to our disciplined risk management which enabled us to largely avoid higher-risk lending practices that impacted other lenders in the industry during 2009 to 2011. Our robust risk capabilities are embedded into our operations.

Our risk management consists of comprehensive policies and processes and seeks to emphasize personal ownership and accountability for risk with all our employees. We expect our people to focus on managing our risks, and we support this with appropriate oversight and governance and 79 risk management employees as of September 30, 2014 (including 8 internal audit employees who report directly to the Audit Committee of our board of directors). We delegate authority for our risk management oversight and governance to a number of executive management committees, each responsible for overseeing various aspects of our risk management process. Various board committees provide oversight over our risk management function.

Our executive risk committee is responsible for oversight and governance of all risks across the enterprise. These responsibilities include monitoring our bank’s overall risk profile to ensure it remains within the board-approved risk appetite and adjusting activities as appropriate, assessing new and emerging risks, monitoring our risk management culture, assessing acceptability of the risk impacts of any material changes (or additions) to our products, vendor relationships, partnerships or other processes and overseeing compliance with regulatory expectations and requirements. The executive risk committee is chaired by our President and Chief Executive Officer and includes our Chief Risk Officer and executives representing our business and support areas together with senior risk managers. The executive risk committee is supported by the following four subcommittees, each with specific responsibility to monitor, oversee and approve changes in their respective areas of focus relating to risks: asset & liability committee, operational risk & compliance committee, transactional credit committee and technology committee. Our transactional credit committee reviews and approves our largest lending exposures (i.e., those over $25 million).

Our Chief Risk Officer leads our integrated risk management function that oversees all enterprise risk, including strategic risk, credit risk and operational risk (such as compliance, regulatory, legal and reputational risk), as well as overseeing ongoing enhancements to our risk management processes. Our Chief Risk Officer, a member of our executive committee, reports to our President and Chief Executive Officer and has direct access to the risk committee of our board of directors. In addition, our executive

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leadership team and other members of management have responsibility for oversight and management of risk across business and operational lines.

Risk Framework and Appetite

Our risk framework is structured to guide decisions regarding the appropriate balance between risk and return considerations in our business. Our risk framework is informed by our strategy, risk appetite and financial plans approved by our board of directors. This framework includes risk policies, procedures, limits and targets, and reporting. Our board of directors approves our stated risk appetites, which set forth the amount and type of risk we are willing to accept in pursuit of our strategy, business and financial objectives. Our risk appetites provide the context for our risk management tools, including, among others, risk policies, delegated authorities, limits, portfolio composition, underwriting standards and operational processes.

We manage risk through three lines of defense that allocate responsibility and accountability for risk management throughout our business. Our first line of defense is our business lines and support functions, which are accountable for being aware of and managing the risks in their respective business areas and for operating within our established risk framework and appetite. Our second line of defense is our risk team, which provides monitoring, control, oversight and advice on risk to our business lines, and our third line of defense is our internal audit function, which provides independent oversight that risks are being managed to an acceptable level and that our internal control frameworks are operating effectively.

Credit Risk Management

Credit risk is the potential for loss arising from a customer, counterparty or issuer failing to meet its contractual obligations to us. Our strategy for managing credit risk includes well-defined, centralized credit policies, uniform underwriting criteria, clearly delegated authority levels and accountability, ongoing risk monitoring and review processes for credit exposures and portfolio diversification by geography, industry and customer. We segment our loan portfolio into a number of asset classes for purposes of developing and documenting our credit risk management procedures and determining associated allowance for loan losses, including real estate, CRE, commercial non-real estate, agriculture, consumer and other lending. For a discussion of our underwriting standards, see “—Loans—Underwriting Principles.”

We emphasize regular credit examinations and management reviews of loans with deteriorating credit quality as part of our credit risk management strategy. As part of this process, we perform assessments of asset quality, compliance with commercial and consumer credit policies and other critical credit information. We also monitor and update risk ratings on our non-consumer loans on an ongoing basis. With respect to consumer loans, we typically use standard credit scoring systems to assess our credit risks. We also rely on a dedicated risk asset review team to provide independent assurance of portfolio asset quality and policy compliance.

We have well-established procedures for managing loans that either show early signs of weakness or appear to have actually weakened. These procedures include moving a loan to our “watch” list when we have early concerns. Loans on our watch list receive more intense focus, along with more senior-level monitoring and reporting, a requirement of higher credit authority approval for any further lending increase and action plans for improving the prospects for such loans. Loans that we rate “substandard” (or lower) will generally fall under the management or consultation of our strategic business services team, or SBS, our specialist loan rehabilitations, workout and other real estate owned, or OREO, asset team. These loans are actively managed, with the primary goal of SBS rehabilitating the loans to “performing” status. If rehabilitation is not feasible, a loan workout strategy is developed and put into execution to maximize our bank’s recovery of loan proceeds and other costs to which it is legally entitled. SBS also oversees the litigation of troubled assets, when appropriate. In addition, appropriate reserves and charge-offs are made based on assessment of potential realization levels and related costs.

Our non-lending activities also give rise to credit risk, including exposures resulting from our investment in securities and our entry into interest rate swap contracts for balance sheet hedging purposes. For more information on these activities, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Financial Condition—Investments” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Financial Condition—Derivatives.”

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Operational Risk

Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters), or compliance failures, reputational damage or legal matters. We have a framework in place that includes the reporting and assessment of any operational risk events, including narrowly avoided operational risk events, and the assessment of our mitigating strategies within our key business lines. This framework is implemented through our policies, processes and reporting requirements, including those governing business and information technology continuity, information security and cyber-security, technological capability, fraud-risk management, operational risk profiling and vendor management. Our operational risk review process is a core part of our assessment of any material new or modified business or support initiative.

Our operational risks related to legal and compliance matters are heightened by the heavily regulated environment in which we operate. We have designed our processes and systems, and provide education of applicable legal and regulatory standards to our employees, to comply with these requirements. For information on the legal framework in which we operate, and which our operational risk processes and systems are designed to address, see “—Supervision and Regulation.”

Competition

The financial services industry and each of the markets in which we operate in particular are highly competitive. We face strong competition in gathering deposits, making loans and obtaining client assets for management by our investment or trust operations. We compete for deposits and loans by seeking to provide a higher level of personal service than is generally offered by our larger competitors, many of whom have more assets, capital and resources and higher lending limits than we do and may be able to conduct more intensive and broader based promotional efforts to reach both commercial and retail customers. We also compete based on advertising impact and interest rates. Our principal competitors for deposits, loans and client assets for management by our investment or trust operations include U.S. Bank, Wells Fargo, Bank of America, First National Bank of Omaha and various other nationwide, regional and community banks operating in our markets.

Competition for deposits is also affected by the ease with which customers can transfer deposits from one institution to another. Our cost of funds fluctuates with market interest rates and may be affected by higher rates being offered by other financial institutions. In certain interest rate environments, additional significant competition for deposits may be expected to arise from corporate and government debt securities and money market mutual funds. Our management believes that our most direct competition for deposits comes from nationwide and regional banks, savings banks and associations, credit unions, insurance companies, money market funds, brokerage firms, other non-bank financial services companies and service-focused community banks that target the same customers we do.

We compete for loans principally through the quality of service we provide to borrowers while maintaining competitive interest rates, loan fees and other loan terms. We emphasize personalized relationship banking services and the local and efficient decision-making of our banking businesses. Because of economies of scale, our larger, nationwide competitors may offer loan pricing that is more attractive than loan pricing we can offer. Our most direct competition for loans comes from larger regional and national banks, savings banks and associations, credit unions, insurance companies and service-focused community banks that target the same customers we do. We also face competition for agribusiness loans from participants in the nationwide Farm Credit System and global banks.

We compete for wealth management clients on the basis of the level of investment performance, fees and personalized client service. Our competition in wealth management services comes primarily from other institutions, particularly larger regional and national banks, providing similar services, wealth management companies and brokerage firms, many of which are larger than us and provide a wider array of products and services.

Intellectual Property

In the highly competitive banking industry in which we operate, intellectual property is important to the success of our business. We own a variety of trademarks, service marks, trade names and logos and spend time and resources maintaining this intellectual property portfolio. We control access to our intellectual property through license agreements, confidentiality procedures, non-disclosure agreements with third parties, employment agreements and other contractual rights to protect our intellectual property.

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Information Technology Systems

We devote significant resources to maintain stable, reliable, efficient and scalable information technology systems. We utilize a single, highly integrated core processing system from a third party vendor across our business that improves cost efficiency and acquisition integration. We work with our third party vendors to monitor and maximize the efficiency of our use of their applications. We use integrated systems to originate and process loans and deposit accounts, which reduces processing time, improves customer experience and reduces costs. Most customer records are maintained digitally. We are also currently executing several initiatives to enhance our online and mobile banking services to further improve the overall client experience. We will continue to rely on NAB for certain non-core banking information technology needs for a transitional period following our initial public offering completed in October 2014.

Protecting our systems to ensure the safety of our customers’ information is critical to our business. We use multiple layers of protection to control access and reduce risk, including conducting a variety of vulnerability and penetration tests on our platforms, systems and applications to reduce the risk that any attacks are successful. To protect against disasters, we have a backup offsite core processing system and recovery plans.

We invested in an enterprise data warehouse system in order to capture, analyze and report key metrics associated with customer and product profitability. Data that previously was arduous to collect across multiple systems is now available daily through standard and ad hoc reports to assist with managing our business and competing effectively in the marketplace.

Employees

As of September 30, 2014, we had 1,492 total employees, which included 1,298 full-time employees, 182 part-time employees and 12 temporary employees. Of our 1,492 employees, 1,112 are in core banking (i.e., non-line of business branch network employees, including relationship bankers), 81 employees are in lines of business (e.g., mortgage, credit cards, investments), 31 employees are in finance, 151 employees are in support services (i.e., employees in operations, IT and projects), 79 employees are in risk management (including 8 internal audit employees that report directly to the Audit Committee of our board of directors) and 38 employees are in other functions. We believe our relationship with our employees to be generally good. We have not experienced any material employment-related issues or interruptions of services due to labor disagreements and are not a party to any collective bargaining agreements.

Executive Officers of the Registrant

The following table and the descriptions below set forth biographical information regarding our executive officers:

Name	Age	Position
Ken Karels	58	President, Chief Executive Officer and Director
Peter Chapman	41	Chief Financial Officer and Executive Vice President
Stephen Ulenberg	57	Chief Risk Officer and Executive Vice President
Allen Shafer	52	Executive Vice President of Support Services
Doug Bass	53	Regional President and Executive Vice President
Bryan Kindopp	48	Regional President and Executive Vice President

Ken Karels has served as Great Western Bancorporation, Inc.’s President and Chief Executive Officer and on its board of directors since 2010, as well as the President and Chief Executive Officer and on the board of directors of Great Western Bancorp, Inc. since July 2014. Mr. Karels is also the President and Chief Executive Officer of Great Western Bank and serves on the boards of directors of Great Western Bank and our other subsidiaries. Mr. Karels’s duties include overall leadership and executive oversight of Great Western Bank. Mr. Karels has 37 years of banking experience and expertise in all areas of bank management and strategic bank

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acquisitions. He has served in several different capacities at Great Western Bank since February 2002, including Regional President and Chief Operating Officer for the bank’s branch distribution channel including agriculture, business and retail lending and deposits functions. During his executive tenure, Mr. Karels has helped grow Great Western Bank from $5.2 billion in assets at September 30, 2009 to over $9 billion in assets today. Before joining Great Western Bank, Mr. Karels served as President and Chief Executive Officer at Marquette Bank, Milbank, SD, where he was employed for 25 years.

Peter Chapman has served as Great Western Bancorporation, Inc.’s Chief Financial Officer and Executive Vice President and on its board of directors since January 2013, as well as the Chief Financial Officer and Executive Vice President of Great Western Bancorp, Inc. since its formation in July 2014. Mr. Chapman is also the Chief Financial Officer and Executive Vice President of Great Western Bank. Mr. Chapman has nearly 20 years of industry experience and is responsible for all aspects of our financial and regulatory reporting together with planning and strategy and treasury management of our balance sheet. From 2010 until he was appointed as our Chief Financial Officer in November 2012, Mr. Chapman served as the General Manager, Finance Performance Management & Non Traded Businesses for NAB’s Wholesale Banking business. From 2007 to 2010, Mr. Chapman served as Head of Financial Control at NAB and was responsible for oversight and delivery of NAB’s external financial reporting and internal management reporting. From 2004 to 2007, Mr. Chapman was Manager, and then Senior Manager, in NAB’s Group Accounting Policy team. From 1995 to 2004, Mr. Chapman held various roles with Ernst & Young’s Financial Services Audit Division, including Group Manager of its Melbourne, Australia office’s Financial Services Audit practice, and he was seconded to Ernst & Young’s New York office from 1998 to 2000. Mr. Chapman has been a Chartered Accountant with the Institute of Chartered Accountants Australia since 1998 and is currently a Fellow of the Institute.

Stephen Ulenberg has served as Great Western’s Chief Risk Officer and Executive Vice President since 2012. Mr. Ulenberg has also served as the Chief Risk Officer and Executive Vice President of Great Western Bank since 2010. Mr. Ulenberg is responsible for ensuring that risk is effectively managed and overseen across our enterprise. Mr. Ulenberg has over 30 years of experience in the financial services industry, including a 24-year career with NAB and its subsidiaries, where he has worked in a number of senior positions including frontline business leadership in commercial and wholesale banking, risk management and major, cross-organizational strategic initiatives—at both Bank of New Zealand (a NAB subsidiary) and NAB. Immediately prior to joining Great Western Bank, Mr. Ulenberg was responsible for the leadership of Bank of New Zealand’s enterprise risk management capability across a $60 billion lending portfolio. In that role, Mr. Ulenberg provided related analytics, risk reporting, portfolio metrics, risk insights, asset quality information and oversight of decision analysis, managed provisioning, risk appetite and advanced Basel models and led ongoing enhancements to Bank of New Zealand’s risk management capabilities.

Allen Shafer has served as the Executive Vice President of Support Services of Great Western Bank since August 2012. Mr. Shafer is responsible for our operations and information technology groups, along with our project management office. Mr. Shafer joined Great Western Bank in December 2002 and has held the positions of Chief Credit Officer, Regional President and Group President at Great Western Bank. Mr. Shafer has 29 years of banking experience. Prior to joining Great Western Bank, he served as Market Manager at Wells Fargo after Wells Fargo acquired Brenton Bank in Iowa. At Brenton Bank, Mr. Shafer held a variety of positions from 1991 to 2001, including President of Business Banking and Regional Manager of Commercial Banking. In 1987, Mr. Shafer joined First Interstate Bank, Seattle, WA, as a Commercial Banking Manager. Mr. Shafer began his banking career in 1985 at Citizen’s Bank and Trust, Belle Plaine, IA.

Doug Bass has served as a Regional President of Great Western Bank since 2010 and is also an Executive Vice President of Great Western Bank. Mr. Bass oversees all of our banking operations within the states of Arizona, Colorado, Iowa, Kansas and Missouri, as well as our wealth management, brokerage and mortgage banking business lines. In total, Mr. Bass has over 31 years of banking experience. Mr. Bass has worked in various capacities with Great Western Bank since 2009 and has expertise in all areas of bank management within Great Western Bank. Before joining Great Western Bank, Mr. Bass served as President of First American Bank Group. Previously Mr. Bass served in various capacities over 15 years with Firstar Corporation, which is now known as US Bank, including as President and Chief Executive Officer of Firstar’s Sioux City and Council Bluffs operations in Western Iowa and as Manager of Correspondent Banking for its Eastern Iowa operations, which also included responsibility for commercial banking and agribusiness lending.

Bryan Kindopp has served as a Regional President of Great Western Bank since 2011 and is also an Executive Vice President of Great Western Bank. Mr. Kindopp oversees all of our banking operations within the states of South Dakota and Nebraska. In these two states, Mr. Kindopp is responsible for branch operations of 83 of our locations and 600 of our employees. Mr. Kindopp has 23 years of banking experience. Mr. Kindopp has expertise in all areas of bank management and strategic bank acquisitions and has served in several different capacities at Great Western Bank since 2001. Mr. Kindopp’s roles have included Market President and

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Group President for our bank’s branch distribution channel for the Northeastern region of South Dakota. In these roles, Mr. Kindopp had responsibility for agriculture and commercial business and retail lending and deposit functions. Before joining Great Western Bank, Mr. Kindopp served as Vice President and Market Manager for three years at Marquette Bank, Kimball, SD, where he was employed for a total of ten years.

Supervision and Regulation

We and our subsidiaries are subject to extensive regulation under federal and state banking laws that establish a comprehensive framework for our operations. This framework may materially impact our growth potential and financial performance and is intended primarily for the protection of depositors, customers, federal deposit insurance funds and the banking system as a whole, not for the protection of our stockholders and creditors. Significant elements of the statutes, regulations and policies applicable to us and our subsidiaries are described below. This description is qualified in its entirety by reference to the full text of the statutes, regulations and policies described.

Regulatory Agencies

Great Western is a bank holding company under the BHC Act. Consequently, Great Western and its subsidiaries are subject to supervision, regulation and examination by the Board of Governors of the Federal Reserve System, or the Federal Reserve. The BHC Act provides generally for “umbrella” regulation of bank holding companies and functional regulation of holding company subsidiaries by applicable regulatory agencies. Great Western Bank, our bank subsidiary, is an FDIC-insured commercial bank chartered under the laws of South Dakota. Our bank is not a member of the Federal Reserve System. Consequently, the FDIC and the Division of Banking of the South Dakota Department of Labor and Regulation, or the South Dakota Division of Banking, are the primary regulators of our bank and also regulate our bank’s subsidiaries. As the owner of a South Dakota-chartered bank, Great Western is also subject to supervision and examination by the South Dakota Division of Banking. Great Western is also subject to the disclosure and regulatory requirements of the Exchange Act administered by the Securities and Exchange Commission, or SEC, and, following the listing of our common stock, the rules adopted by the New York Stock Exchange, or NYSE, applicable to listed companies. We offer certain insurance and investment products through one of our bank’s subsidiaries that is subject to regulation and supervision by applicable state insurance regulatory agencies and by the Financial Industry Regulatory Authority, or FINRA, as a result of a contractual relationship we have with a third party broker-dealer relating to the provision of some of wealth management and investment services to customers.

Regulatory Impact of Control by NAB

As long as we are controlled by NAB for purposes of the BHC Act, NAB’s regulatory status may impact our regulatory status as well as our regulatory burden and hence our ability to expand by acquisition or engage in new activities. For example, unsatisfactory examination ratings or enforcement actions regarding NAB could impact our ability to obtain or preclude us from obtaining any necessary approvals or informal clearance for the foregoing. Furthermore, to the extent that we are required to obtain regulatory approvals under the BHC Act to make acquisitions or expand our activities, as long as NAB controls us, NAB would also be required to obtain BHC Act approvals for such acquisitions or activities as well. In addition, U.S. regulatory restrictions and requirements on non-U.S. banks such as NAB that have a certain amount of assets may result in additional restrictions and burdens on us that would not otherwise be applicable.

NAB is also an Australian authorized deposit-taking institution regulated by the Australian Prudential Regulatory Authority, or APRA, under the Banking Act 1959 (Cth), or the Banking Act. NAB does not guarantee our obligations. Pursuant to the Banking Act, APRA has issued a legally enforceable prudential standard that restricts associations between an authorized deposit-taking institution (such as NAB) and its related entities. Any provision of material financial support by NAB to us or our bank would need to comply with the requirements of the prudential standard.

APRA also has broad powers under the Banking Act to give legally enforceable directions to NAB in circumstances, for example, where it considers that NAB has not complied with prudential standards or that it is in the interests of NAB’s deposit holders to do so. In the event that NAB becomes unlikely to be able to meet its obligations, APRA has the power to take control of NAB’s business or appoint an administrator for NAB’s affairs. The priority of creditors of NAB in the event that NAB is unable to meet its obligations is governed by various Australian laws, including the Banking Act. The Banking Act provides that the assets of NAB in Australia are to be available to meet liabilities to certain governmental agencies and deposit holders in Australia in priority to all other liabilities.

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Permissible Activities for Bank Holding Companies

In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the Federal Reserve has determined to be so closely related to banking as to be a proper incident thereto.

Bank holding companies that qualify and elect to be treated as “financial holding companies” may engage in a broad range of additional activities that are (i) financial in nature or incidental to such financial activities or (ii) complementary to a financial activity and do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally. These activities include securities underwriting and dealing, insurance underwriting and making merchant banking investments. We have not elected to be treated as a financial holding company and currently have no plans to make a financial holding company election.

The BHC Act does not place territorial restrictions on permissible non-banking activities of bank holding companies. The Federal Reserve has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that continuing such activity, ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.

Permissible Activities for Banks

As a South Dakota-chartered commercial bank, our bank’s business is generally limited to activities permitted by South Dakota law and any applicable federal laws. Under the South Dakota Banking Code, our bank may generally engage in all usual banking activities, including taking commercial and saving deposits; lending money on personal and real security; issuing letters of credit; buying, discounting, and negotiating promissory notes, bonds, drafts and other forms of indebtedness; buying and selling currency and, subject to certain limitations, certain investment securities; engaging in all facets of the insurance business; and maintaining safe deposit boxes on premises. Subject to prior approval by the Director of the South Dakota Division of Banking, our bank may also permissibly engage in any activity permissible as of January 1, 2008 for a national bank doing business in South Dakota.

South Dakota law also imposes restrictions on our bank’s activities and corporate governance requirements intended to ensure the safety and soundness of our bank. For example, South Dakota law requires our bank’s officers to be elected annually and the election of each officer to be confirmed by the Director of the South Dakota Division of Banking. In addition, South Dakota law also requires at least 75% of our bank’s board of directors be U.S. citizens. Our bank is also restricted under South Dakota law from investing in certain types of investment securities and is generally limited in the amount of money it can lend to a single borrower or invest in securities issued by a single issuer (in each case, 20% of our bank’s capital stock and surplus plus 10% of our bank’s undivided profits).

Acquisitions by Bank Holding Companies

The BHC Act, the Bank Merger Act, the South Dakota Banking Code and other federal and state statutes regulate acquisitions of commercial banks and other FDIC-insured depository institutions. We must obtain the prior approval of the Federal Reserve before (i) acquiring more than 5% of the voting stock of any FDIC-insured depository institution or other bank holding company (other than directly through our bank), (ii) acquiring all or substantially all of the assets of any bank or bank holding company or (iii) merging or consolidating with any other bank holding company. Under the Bank Merger Act, the prior approval of the FDIC is required for our bank to merge with another bank or purchase all or substantially all of the assets or assume any of the deposits of another FDIC-insured depository institution. In reviewing applications seeking approval of merger and acquisition transactions, bank regulators consider, among other things, the competitive effect and public benefits of the transactions, the capital position and managerial resources of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the Community Reinvestment Act of 1977, or the CRA, the applicant’s compliance with fair housing and other consumer protection laws and the effectiveness of all organizations involved in combating money laundering activities. In addition, failure to implement or maintain adequate compliance programs could cause bank regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required.

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Dividends; Stress Testing

Great Western is a legal entity separate and distinct from its banking and other subsidiaries. As a bank holding company, Great Western is subject to certain restrictions on its ability to pay dividends under applicable banking laws and regulations. Federal bank regulators are authorized to determine under certain circumstances relating to the financial condition of a bank holding company or a bank that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In particular, federal bank regulators have stated that paying dividends that deplete a banking organization’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings. In addition, in the current financial and economic environment, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.

A significant portion of our income comes from dividends from our bank, which is also the primary source of our liquidity. In addition to the restrictions discussed above, our bank is subject to limitations under South Dakota law regarding the level of dividends that it may pay to us. In general, dividends by our bank may only be declared from its net profits and may be declared no more than once per calendar quarter. The approval of the South Dakota Director of Banking is required if our bank seeks to pay aggregate dividends during any calendar year that would exceed the sum of its net profits from the year to date and retained net profits from the preceding two years, minus any required transfers to surplus.

In October 2012, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the Federal Reserve and the FDIC published final rules regarding company-run stress testing. These rules require bank holding companies and banks with average total consolidated assets greater than $10 billion to conduct an annual company-run stress test of capital, consolidated earnings and losses under one base and at least two stress scenarios provided by the federal bank regulators. Although our assets are currently below this threshold, we have nevertheless commenced a project to ensure that we are able to meet these requirements in a timely fashion. Neither we nor our bank is currently subject to the stress testing requirements, but we expect that once we are subject to those requirements, the Federal Reserve, the FDIC and the South Dakota Division of Banking will consider our results as an important factor in evaluating our capital adequacy, and that of our bank, in evaluating any proposed acquisitions and in determining whether any proposed dividends or stock repurchases by us or by our bank may be an unsafe or unsound practice.

Transactions with Affiliates

Transactions between our bank and its subsidiaries, on the one hand, and Great Western or any other subsidiary, on the other hand, are regulated under federal banking law. The Federal Reserve Act imposes quantitative and qualitative requirements and collateral requirements on covered transactions by Great Western Bank with, or for the benefit of, its affiliates, and generally requires those transactions to be on terms at least as favorable to our bank as if the transaction were conducted with an unaffiliated third party. Covered transactions are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the Federal Reserve) from the affiliate, certain derivative transactions that create a credit exposure to an affiliate, the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. In general, any such transaction by our bank or its subsidiaries must be limited to certain thresholds on an individual and aggregate basis and, for credit transactions with any affiliate, must be secured by designated amounts of specified collateral.

Federal law also limits a bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons. Also, the terms of such extensions of credit may not involve more than the normal risk of non-repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons individually and in the aggregate.

Source of Strength

Federal Reserve policy and federal law require bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Under this requirement, we are expected to commit resources to support our bank, including at times when we may not be in a financial position to provide such resources, and it may not be in our, or our stockholders’ or creditors’, best interests to do so. In addition, any capital loans we make to our bank are subordinate in right of payment to depositors and to

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certain other indebtedness of our bank. In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of our bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

Regulatory Capital Requirements

Current Capital Guidelines. The Federal Reserve monitors the capital adequacy of our holding company on a consolidated basis, and the FDIC and the South Dakota Division of Banking monitor the capital adequacy of our bank. The bank regulators currently use a combination of risk-based guidelines and a leverage ratio to evaluate capital adequacy. The current risk-based capital guidelines applicable to us and our bank are based on the 1988 capital accord, known as Basel I, of the Basel Committee on Banking Supervision, or the Basel Committee, as implemented by the federal bank regulators. The current risk-based guidelines are intended to make regulatory capital requirements sensitive to differences in credit and market risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to weighted risk categories, and capital is classified in one of the two following tiers depending on its characteristic:

• Tier 1 (Core) Capital—Tier 1 capital includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, minority interests in equity accounts of consolidated subsidiaries (and, under existing standards, a limited amount of qualifying trust preferred securities at the holding company level), less goodwill, most intangible assets and certain other assets.

• Tier 2 (Supplementary) Capital—Tier 2 capital includes perpetual preferred stock and trust preferred securities not meeting the definition of Tier 1 capital, qualifying mandatory convertible debt securities, qualifying subordinated debt and a limited amount of allowances for loan and lease losses.

Under current requirements, we must maintain Tier 1 capital and total capital (that is, Tier 1 capital plus Tier 2 capital, less certain deductions) equal to at least 4% and 8%, respectively, of our total risk-weighted assets (including various off-balance sheet items such as letters of credit). Our bank must maintain similar capital ratios. To be considered “well capitalized” under the regulatory framework for a variety of purposes, we and our bank must maintain Tier 1 and total capital ratios of at least 6% and 10%, respectively. See “—Prompt Corrective Action Framework.”

Bank holding companies and banks are also currently required to comply with minimum leverage requirements, measured based on the ratio of a bank holding company’s or a bank’s, as applicable, Tier 1 capital to adjusted quarterly average total assets (as defined for regulatory purposes). These requirements generally necessitate a minimum Tier 1 leverage ratio of 4% for all bank holding companies and banks, with a lower 3% minimum for bank holding companies and banks meeting certain specified criteria, including having the highest composite regulatory supervisory rating. To be considered “well capitalized” under the regulatory framework for prompt corrective action, our bank must maintain minimum Tier 1 leverage ratios of at least 5%. See “—Prompt Corrective Action Framework.”

Basel III and the New Capital Rules. In July 2013, the federal bank regulators approved final rules, or the New Capital Rules, implementing the Basel Committee’s December 2010 final capital framework for strengthening international capital standards, known as Basel III, and various provisions of the Dodd-Frank Act. The New Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and banks, including us and our bank, compared to the current risk-based capital rules. The New Capital Rules revise the components of capital and address other issues affecting the numerator in regulatory capital ratio calculations. The New Capital Rules also address risk weights and other issues affecting the denominator in regulatory capital ratio calculations, including by replacing the existing risk-weighting approach derived from Basel I with a more risk-sensitive approach based, in part, on the standardized approach adopted by the Basel Committee in its 2004 capital accords, known as Basel II. The New Capital Rules also implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal bank regulators’ rules. Subject to a phase-in period for various provisions, the New Capital Rules are effective for us and for our bank beginning on January 1, 2015.

The New Capital Rules, among other things, (i) introduce a new capital measure called “Common Equity Tier 1,” or CET1, (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the deductions/adjustments to capital as compared to existing regulations.

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Under the New Capital Rules, the minimum capital ratios as of January 1, 2015 will be (i) 4.5% CET1 to risk-weighted assets, (ii) 6% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets and (iii) 8% total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets.

The New Capital Rules also introduce a new capital conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer is composed entirely of CET1, on top of these minimum risk-weighted asset ratios. In addition, the New Capital Rules provide for a countercyclical capital buffer applicable only to certain covered institutions. We do not expect the countercyclical capital buffer to be applicable to us or our bank. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and will be phased in over a three-year period (increasing by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019). When fully phased-in, the New Capital Rules will require us, and our bank, to maintain such additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) 7% CET1 to risk-weighted assets, (ii) 8.5% Tier 1 capital to risk-weighted assets, and (iii) 10.5% total capital to risk-weighted assets. The New Capital Rules also eliminate the more permissive 3% minimum Tier 1 leverage ratio under the current capital guidelines, resulting in a 4% minimum Tier 1 leverage ratio for all bank holding companies and banks.

The New Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, certain deferred tax assets and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Implementation of the deductions and other adjustments to CET1 will begin on January 1, 2015 and will be phased in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The New Capital Rules also generally preclude certain hybrid securities, such as trust preferred securities, from being counted as Tier 1 capital for most bank holding companies. Bank holding companies such as us who had less than $15 billion in assets as of December 31, 2009 (and who continue to have less than $15 billion in assets) are permitted to include trust preferred securities issued prior to May 19, 2010 as Additional Tier 1 capital under the New Capital Rules, however.

The New Capital Rules also prescribe a new standardized approach for risk weightings that expands the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0%, for U.S. government and agency securities, to 600%, for certain equity exposures, and resulting in higher risk weights for a variety of asset categories.

With respect to our bank, the New Capital Rules also revise the prompt corrective action regulations pursuant to Section 38 of the Federal Deposit Insurance Act, or the FDIA. See “—Prompt Corrective Action Framework.”

We believe that, as of September 30, 2014, we and our bank would meet all capital adequacy requirements under the New Capital Rules on a fully phased-in basis as if such requirements were then in effect.

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Liquidity Requirements

Historically, the regulation and monitoring of bank and bank holding company liquidity has been addressed as a supervisory matter, without required formulaic measures. The Basel III final framework requires banks and bank holding companies to measure their liquidity against specific liquidity tests that, although similar in some respects to liquidity measures historically applied by banks and regulators for management and supervisory purposes, going forward would be required by regulation. One test, referred to as the liquidity coverage ratio, or LCR, is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a 30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity stress scenario. The other test, referred to as the net stable funding ratio, or NSFR, is designed to promote more medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. These requirements will incentivize banking entities to increase their holdings of U.S. Treasury securities and other sovereign debt as a component of assets and increase the use of long-term debt as a funding source.

In September 2014, the federal bank regulators approved final rules implementing the LCR for advanced approaches banking organizations (i.e., banking organizations with $250 billion or more in total consolidated assets or $10 billion or more in total on-balance sheet foreign exposure) and a modified version of the LCR for bank holding companies with at least $50 billion in total consolidated assets that are not advanced approach banking organizations, neither of which would apply to us or our bank. The federal bank regulators have not yet proposed rules to implement the NSFR, but the Federal Reserve has stated its intent to adopt a version of this measure as well.

Prompt Corrective Action Framework

The FDIA requires the federal bank regulators to take prompt corrective action in respect of depository institutions that fail to meet specified capital requirements. The FDIA establishes five capital categories (“well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized”), and the federal bank regulators are required to take certain mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions that are undercapitalized, significantly undercapitalized or critically undercapitalized. The severity of these mandatory and discretionary supervisory actions depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the FDIA requires the regulator to appoint a receiver or conservator for an institution that is critically undercapitalized.

Currently, an insured depository institution generally will be classified in the following categories based on the capital measures indicated:

“Well capitalized”	“Adequately capitalized”
•     Total capital ratio of at least 10%,	•     Total capital ratio of at least 8%,
•     Tier 1 capital ratio of at least 6%,	•     Tier 1 capital ratio of at least 4%, and
•     Tier 1 leverage ratio of at least 5%, and	•     Tier 1 leverage ratio of at least 4%.
•     Not subject to any order or written directive requiring a specific capital level.
“Undercapitalized”	“Significantly undercapitalized”
•     Total capital ratio of less than 8%,	•     Total capital ratio of less than 6%,
•     Tier 1 capital ratio of less than 4%, or	•     Tier 1 capital ratio of less than 3%, or
•     Tier 1 leverage ratio of less than 4%.	•     Tier 1 leverage ratio of less than 3%.
“Critically undercapitalized”
•     Tangible equity to average quarterly tangible assets of 2% or less.

An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.

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The New Capital Rules revise the current prompt corrective action requirements effective January 1, 2015 by (i) introducing a CET1 ratio requirement at each level (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category (other than critically undercapitalized), with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to the current 6%); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized. The New Capital Rules do not change the total risk-based capital requirement for any prompt corrective action category.

As of September 30, 2014, we and our bank were well capitalized with Tier 1 capital ratios of 11.8% and 12.3%, respectively, total capital ratios of 12.9% and 13.0%, respectively, and Tier 1 leverage ratios of 9.1% and 9.5%, respectively, in each case calculated under the currently applicable risk-based capital guidelines. As of September 30, 2014, we and our bank also had a CET1 ratio of 10.6% and 11.8%, respectively, and a Tier 1 capital ratio of 11.4% and 11.8%, respectively, each calculated as if the New Capital Rules were fully phased in as of the calculation date. The CET1 ratios and Tier 1 capital ratios calculated in accordance with the New Capital Rules presented are unaudited, non-GAAP financial measures. These ratios are calculated based on our estimates of the required adjustments under the New Capital Rules to the current regulatory-required calculation of risk-weighted assets and estimates of the application of provisions of the New Capital Rules to be phased in over time. We believe these estimates are reasonable, but they may ultimately be incorrect as we finalize our calculations under the New Capital Rules. For more information on these financial measures, including reconciliations to our and our bank’s Tier 1 capital ratio, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital.”

An institution that is categorized as undercapitalized, significantly undercapitalized or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal bank regulator. Under the FDIA, in order for the capital restoration plan to be accepted by the appropriate federal banking agency, a bank holding company must guarantee that a subsidiary depository institution will comply with its capital restoration plan, subject to certain limitations. The bank holding company must also provide appropriate assurances of performance. The obligation of a controlling bank holding company under the FDIA to fund a capital restoration plan is limited to the lesser of 5% of an undercapitalized subsidiary’s assets or the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions and capital distributions, establishing any branches or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC. Institutions that are undercapitalized or significantly undercapitalized and either fail to submit an acceptable capital restoration plan or fail to implement an approved capital restoration plan may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions failing to submit or implement an acceptable capital restoration plan are subject to appointment of a receiver or conservator.

In addition, the FDIA prohibits an insured depository institution from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited), unless it is well capitalized or is adequately capitalized and receives a waiver from the FDIC. A depository institution that is adequately capitalized and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates.

Safety and Soundness Standards

The FDIA requires the federal bank regulators to prescribe standards, by regulations or guidelines, relating to internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, stock valuation and compensation, fees and benefits, and such other operational and managerial standards as the agencies deem appropriate. Guidelines adopted by the federal bank regulatory agencies establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, these guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines. These guidelines also prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal stockholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable

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compliance plan, the bank regulator must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution may be subject under the FDIA. See “—Prompt Corrective Action Framework.” If an institution fails to comply with such an order, the bank regulator may seek to enforce such order in judicial proceedings and to impose civil money penalties.

Deposit Insurance

FDIC Insurance Assessments. As an FDIC-insured bank, our bank must pay deposit insurance assessments to the FDIC based on its average total assets minus its average tangible equity. As an institution with less than $10 billion in assets, our bank’s assessment rates are based on its risk classification (i.e., the level of risk it poses to the FDIC’s deposit insurance fund). Institutions classified as higher risk pay assessments at higher rates than institutions that pose a lower risk. For institutions with $10 billion or more in assets, the FDIC uses a performance score and a loss-severity score that are used to calculate an initial assessment rate. In calculating these scores, the FDIC uses a bank’s capital level and regulatory supervisory ratings and certain financial measures to assess an institution’s ability to withstand asset-related stress and funding-related stress. The FDIC also has the ability to make discretionary adjustments to the total score based upon significant risk factors that are not adequately captured in the calculations. In addition to ordinary assessments described above, the FDIC has the ability to impose special assessments in certain instances.

The FDIC’s deposit insurance fund is currently underfunded, and the FDIC has raised assessment rates and imposed special assessments on certain institutions during recent years to raise funds. Under the Dodd-Frank Act, the minimum designated reserve ratio for the deposit insurance fund is 1.35% of the estimated total amount of insured deposits. In October 2010, the FDIC adopted a restoration plan to ensure that the fund reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act. At least semi-annually, the FDIC will update its loss and income projections for the fund and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking if required.

Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Other Assessments. In addition, the Deposit Insurance Funds Act of 1996 authorized the Financing Corporation to impose assessments on deposit insurance fund applicable deposits in order to service the interest on the Financing Corporation’s bond obligations from deposit insurance fund assessments. The amount assessed on individual institutions is in addition to the amount, if any, paid for deposit insurance according to the FDIC’s risk-related assessment rate schedules. Assessment rates may be adjusted quarterly to reflect changes in the assessment base.

Heightened Requirements for Bank Holding Companies with $10 Billion or More in Assets

Various federal banking laws and regulations, including rules adopted by the Federal Reserve pursuant to the requirements of the Dodd-Frank Act, impose heightened requirements on certain large banks and bank holding companies. Most of these rules apply primarily to bank holding companies with at least $50 billion in total consolidated assets, but certain rules also apply to banks and bank holding companies with at least $10 billion in total consolidated assets. Following the fourth consecutive quarter (and any applicable phase-in period) where our or our bank’s total consolidated assets, as applicable, equal or exceed $10 billion, we or our bank, as applicable, will, among other requirements:

• be required to perform annual stress tests as described above in “—Dividends; Stress Testing;”

• be required to establish a dedicated risk committee of our board of directors responsible for overseeing our enterprise-wide risk management policies, which must be commensurate with our capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and including as a member at least one risk management expert;

• calculate our FDIC deposit assessment base using the performance score and a loss-severity score system described above in “—Deposit Insurance;” and

• be examined for compliance with federal consumer protection laws primarily by the Consumer Financial Protection Bureau, or CFPB, as described below in “—Consumer Financial Protection.”

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While neither we nor our bank currently have $10 billion or more in total consolidated assets, we have begun analyzing these rules to ensure we are prepared to comply with the rules when and if they become applicable. In particular, we have established a risk committee and have begun running periodic and selective stress tests on liquidity, interest rates and certain areas of our loan portfolio to prepare for compliance with FDIC stress testing requirements. Based on our historic organic growth rates, we expect that our total assets and our bank’s total assets could exceed $10 billion over the next two to five years, or sooner if we engage in any acquisitions.

The Volcker Rule

The Dodd-Frank Act prohibits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring hedge funds and private equity funds. The statutory provision is commonly called the “Volcker Rule.” In December 2013, federal regulators adopted final rules to implement the Volcker Rule that became effective in April 2014. The Federal Reserve, however, issued an order extending the period that institutions have to conform their activities to the requirements of the Volcker Rule to July 21, 2015. Banks with less than $10 billion in total consolidated assets, such as our bank, that do not engage in any covered activities, other than trading in certain government, agency, state or municipal obligations, do not have any significant compliance obligations under the rules implementing the Volcker Rule. We are continuing to evaluate the effects of the Volcker Rules on our business, but we do not currently anticipate that the Volcker Rule will have a material effect on our operations.

Depositor Preference

Under federal law, depositors (including the FDIC with respect to the subrogated claims of insured depositors) and certain claims for administrative expenses of the FDIC as receiver would be afforded a priority over other general unsecured claims against such an institution in the “liquidation or other resolution” of such an institution by any receiver.

Interchange Fees

Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain electronic debit transactions are “reasonable and proportional” to the costs incurred by issuers for processing such transactions.

Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing electronic payment transactions. Under the final rules, the maximum permissible interchange fee is equal to no more than 21 cents plus 5 basis points of the transaction value for many types of debit interchange transactions. The Federal Reserve also adopted a rule to allow a debit card issuer to recover 1 cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.

On July 31, 2013, the U.S. District Court for the District of Columbia found the interchange fee cap and the exclusivity provision adopted by the Federal Reserve to be invalid. The U.S. Court of Appeals for the District of Columbia, or D.C. Circuit, reversed this decision on March 21, 2014, generally upholding the Federal Reserve’s interpretation of the Durbin Amendment and the Federal Reserve’s rules implementing it. On August 18, 2014, the plaintiffs in this litigation filed a petition for a writ of certiorari asking the U.S. Supreme Court to review the D.C. Circuit’s decision with respect to the interchange fee cap. We continue to monitor developments in the litigation surrounding these rules.

Currently, we are subject to the interchange fee cap as a result of NAB’s ownership of us. Once NAB no longer controls us for bank regulatory purposes, we may be able to qualify for the small issuer exemption from the interchange fee cap depending on our total assets at the time. The small issuer exemption applies to any debit card issuer that, together with its affiliates, has total assets of less than $10 billion as of the end of the previous calendar year. In the event we qualify for the small issuer exemption, we will once again become subject to the interchange fee cap beginning July 1 of the year following the time when our total assets reaches or exceeds $10 billion. Reliance on the small issuer exemption would not exempt us from federal regulations prohibiting network exclusivity arrangements or from routing restrictions, however, and these regulations have negatively affected the interchange income we have received from our debit card network.

Consumer Financial Protection

We are subject to a number of federal and state consumer protection laws that extensively govern our relationship with our customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in

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Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act and these laws’ respective state-law counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices, restrict our ability to raise interest rates and subject us to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which we operate and civil money penalties. Failure to comply with consumer protection requirements may also result in our failure to obtain any required bank regulatory approval for merger or acquisition transactions we may wish to pursue or our prohibition from engaging in such transactions even if approval is not required.

The Dodd-Frank Act created a new, independent federal agency, the CFPB, which was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws. The CFPB is also authorized to engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. Although all institutions are subject to rules adopted by the CFPB and examination by the CFPB in conjunction with examinations by the institution’s primary federal regulator, the CFPB has primary examination and enforcement authority over institutions with assets of $10 billion or more. The FDIC has primary responsibility for examination of our bank and enforcement with respect to federal consumer protection laws so long as our bank has total consolidated assets of less than $10 billion, and state authorities are responsible for monitoring our compliance with all state consumer laws. The CFPB also has the authority to require reports from institutions with less than $10 billion in assets, such as our bank, to support the CFPB in implementing federal consumer protection laws, supporting examination activities, and assessing and detecting risks to consumers and financial markets.

The consumer protection provisions of the Dodd-Frank Act and the examination, supervision and enforcement of those laws and implementing regulations by the CFPB have created a more intense and complex environment for consumer finance regulation. The CFPB has significant authority to implement and enforce federal consumer finance laws, including the Truth in Lending Act, the Equal Credit Opportunity Act and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive or abusive acts and practices. The review of products and practices to prevent such acts and practices is a continuing focus of the CFPB, and of banking regulators more broadly. The ultimate impact of this heightened scrutiny is uncertain but could result in changes to pricing, practices, products and procedures. It could also result in increased costs related to regulatory oversight, supervision and examination, additional remediation efforts and possible penalties. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged legal violations and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. The CFPB also has the authority to obtain cease and desist orders providing for affirmative relief or monetary penalties. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect our business, financial condition or results of operations.

Community Reinvestment Act of 1977

Under the CRA, our bank has an obligation, consistent with safe and sound operations, to help meet the credit needs of the market areas where it operates, which includes providing credit to low- and moderate-income individuals and communities. In connection with its examination of our bank, the FDIC is required to assess our bank’s compliance with the CRA. Our bank’s failure to comply with the CRA could, among other things, result in the denial or delay in certain corporate applications filed by us or our bank, including applications for branch openings or relocations and applications to acquire, merge or consolidate with another banking institution or holding company. Our bank received a rating of “satisfactory” in its most recently completed CRA examination.

Financial Privacy

The federal bank regulators have adopted rules limiting the ability of banks and other financial institutions to disclose non-public information about consumers to unaffiliated third parties. These limitations require disclosure of privacy policies to consumers

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and, in some circumstances, allow consumers to prevent disclosure of certain personal information to an unaffiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

Anti-Money Laundering and the USA PATRIOT ACT

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001, or the USA Patriot Act, substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions. Regulatory authorities routinely examine financial institutions for compliance with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

Office of Foreign Assets Control Regulation

The U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. We and our bank are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

Incentive Compensation

The Dodd-Frank Act requires the federal bank regulators and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, including us and our bank, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal stockholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed such regulations in April 2011, but the regulations have not been finalized. If the regulations are adopted in the form initially proposed, they will impose limitations on the manner in which we may structure compensation for our executives.

In June 2010, the Federal Reserve and FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (1) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (2) be compatible with effective internal controls and risk management and (3) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. These three principles are incorporated into the proposed joint compensation regulations under the Dodd-Frank Act, discussed above.

The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as us, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk

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management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

Future Legislation and Regulation

Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although enactment of the proposed legislation could impact the regulatory structure under which we operate and may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and modify our business strategy, and limit our ability to pursue business opportunities in an efficient manner. Our business, financial condition, results of operations or prospects may be adversely affected, perhaps materially, as a result.

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ITEM 1A. RISK FACTORS

The material risks and uncertainties that management believes affect us are described below. Any of the following risks, as well as risks that we do not know or currently deem immaterial, could have a material adverse effect on our business, financial condition or results of operations. Further, to the extent that any of the information in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors below are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

Our business may be adversely affected by conditions in the financial markets and economic conditions generally and in our states in particular.

Our financial performance generally, and in particular the ability of our borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer and whose success we rely on to drive our future growth, is highly dependent upon the business environment in the markets in which we operate, principally in our states, and in the United States as a whole. Unlike larger banks that are more geographically diversified, we provide banking and financial services to customers in South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri. The economic conditions in these local markets may be different from, and in some instances worse than, the economic conditions in the United States as a whole. Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation and price levels (particularly for agricultural commodities), monetary policy, unemployment and the strength of the domestic economy and the local economy in the markets in which we operate. Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, adverse asset values and an overall material adverse effect on the quality of our loan portfolio. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; state or local government insolvency; or a combination of these or other factors.

In recent years, the U.S. economy has faced a severe economic crisis including a major recession from which it is slowly recovering. Business growth across a wide range of industries and regions in the United States remains reduced, and local governments and many businesses continue to experience financial difficulty. Since the recession, economic growth has been slow and uneven, unemployment levels generally remain elevated and there are continuing concerns related to the level of U.S. government debt and fiscal actions that may be taken to address that debt. There can be no assurance that economic conditions will continue to improve, and these conditions could worsen. Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing and saving habits. Such conditions could have a material adverse effect on the credit quality of our loans or our business, financial condition or results of operations.

The agricultural economy in our states has been affected by recent declines in prices and the rates of price growth for various crops. Weaker crop prices themselves could increase the risk of default on agricultural loans. Similarly, weaker crop prices could reduce the cash flows generated by farms and the value of agricultural land in our local markets and thereby increase the risk of default by our borrowers or reduce the foreclosure value of agricultural land and equipment that serve as collateral for certain of our loans. Moreover, weaker crop prices might threaten farming operations in the United States, reducing market demand for agricultural lending. In particular, farm income has seen recent declines as a result of lower crop prices and some drought conditions. In line with the downturn in farm income, farmland prices are coming under pressure.

In addition, certain local economies in our states rely to varying extents on manufacturing, which has experienced steep declines in the United States over the last decade. Declines in agriculture or manufacturing in these local economies may cause the local commercial environment to decline, which may impact the credit quality of our borrowers or reduce the demand for our products or services. Further, because unemployment is now slightly lower in certain of our states than nationwide, the economies of our states may not improve as much as the economies of other regions in any nationwide economic recovery.

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We focus on originating business loans (in the form of commercial and industrial loans and commercial real estate loans), which may involve greater risk than residential mortgage lending.

As of September 30, 2014, our business lending, which consists of our C&I and CRE loans, represented approximately $4.11 billion, or 60%, of our loan portfolio. Our C&I loans and CRE loans secured by borrower-occupied property, or owner-occupied CRE loans, which together form the core of our business banking focus, totaled approximately $2.72 billion, or 40%, of our loan portfolio at September 30, 2014, with undisbursed loan commitments for these loans amounting to an additional $781 million. We also had approximately $1.39 billion of other CRE loans (i.e., construction and development loans, multifamily residential real estate loans and CRE loans secured by commercial property that is not borrower-occupied) at September 30, 2014, or 20% of our loan portfolio, including construction and development loans representing approximately 23% of our other CRE loans. Because payments on C&I loans, owner-occupied CRE loans and other CRE loans are often dependent on the successful operation or development of the property or business involved, repayment of such loans may be more sensitive than other types of loans to adverse conditions in the real estate market or the general economy. These types of loans may have a greater risk of loss than residential mortgage lending, in part because these loans are generally larger or more complex to underwrite than residential mortgages. In particular, real estate construction, acquisition and development loans have certain risks not present in other types of loans, including risks associated with construction cost overruns, project completion risk, general contractor credit risk and risks associated with the ultimate sale or use of the completed construction. If a decline in economic conditions or other issues cause difficulties for our borrowers of these types of business loans, if we fail to evaluate the credit of these loans accurately when we underwrite them or if we do not continue to monitor adequately the performance of these loans, our lending portfolio could experience delinquencies, defaults and credit losses that could have a material adverse effect on our business, financial condition or results of operations.

In addition to business loans, much of our lending is agricultural, and agricultural loans are dependent for repayment on the successful operation and management of the farm property, the health of the agricultural industry broadly, and in the location of the borrower in particular, and other factors outside of the borrower’s control.

At September 30, 2014, our agricultural loans, consisting primarily of agricultural operating loans (e.g., loans to farm and ranch owners and operators) and agricultural real estate loans, were $1.68 billion, representing 25% of our total loan portfolio. At September 30, 2014, agricultural operating loans totaled $898 million, or 13% of our loan portfolio; and agricultural real estate loans totaled $783 million, or 11%, of our loan portfolio. The primary livestock of our customers to whom we have extended agricultural loans include dairy cows, hogs and feeder cattle, and the primary crops of our customers to whom we have extended agricultural loans include corn, soybeans and, to a lesser extent, cotton and wheat. In addition, we estimate that 12% of our C&I loans and owner-occupied CRE loans were agriculture-related loans at September 30, 2014.

Agricultural markets are highly sensitive to real and perceived changes in the supply and demand of agricultural products. As over 84% of our agricultural lending (excluding C&I loans and owner-occupied CRE loans) is to farms producing grain, beef cattle, dairy products or hogs, our performance is closely related to the performance of, and supply and demand in, these agricultural sub-sectors. Weaker crop prices, particularly for grains, could reduce the value of agricultural land in our local markets and thereby increase the risk of default by our borrowers or reduce the foreclosure value of agricultural land and equipment that serves as collateral for certain of our loans.

Our agricultural loans are dependent on the profitable operation and management of the farm property securing the loan and its cash flows. The success of a farm property may be affected by many factors outside the control of the borrower, including:

• adverse weather conditions (such as hail, drought and floods), restrictions on water supply or other conditions that prevent the planting of a crop or limit crop yields;

• loss of crops or livestock due to disease or other factors;

• declines in the market prices or demand for agricultural products (both domestically and internationally), for any reason;

• increases in production costs (such as the costs of labor, rent, feed, fuel and fertilizer);

• adverse changes in interest rates, currency exchange rates, agricultural land values or other factors that may affect delinquency levels and credit losses on agricultural loans;

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• the impact of government policies and regulations (including changes in price supports, subsidies, government-sponsored crop insurance, minimum ethanol content requirements for gasoline, tariffs, trade barriers and health and environmental regulations);

• access to technology and the successful implementation of production technologies; and

• changes in the general economy that could affect the availability of off-farm sources of income and prices of real estate for borrowers.

In addition, many farms are dependent on a limited number of key individuals whose injury or death could significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. Consequently, agricultural loans may involve a greater degree of risk than residential mortgage lending, particularly in the case of loans that are unsecured or secured by rapidly depreciating assets such as farm equipment (some of which is highly specialized) or assets such as livestock or crops. In such cases, any repossessed collateral for a defaulted agricultural operating loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation or because the assessed value of the collateral exceeds the eventual realization value.

Our business is significantly dependent on the real estate markets where we operate, as a significant portion of our loan portfolio is secured by real estate.

At September 30, 2014, 62% of our aggregate loan portfolio, comprising our CRE loans (representing 37% of our aggregate loan portfolio), residential real estate loans (representing 13% of our aggregate loan portfolio) and agriculture real estate loans (representing 11% of our aggregate loan portfolio), was primarily secured by interests in real estate predominantly located in the states in which we operate. In addition, some of our other lending occasionally involves taking real estate as primary or secondary collateral. Real property values in these states may be different from, and in some instances worse than, real property values in other markets or in the United States as a whole, and may be affected by a variety of factors outside of our control and the control of our borrowers, including national and local economic conditions generally. Declines in real property prices, including prices for homes, commercial properties and farmland, in the states in which we operate could result in a deterioration of the credit quality of our borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, and reduced demand for our products and services generally. Our CRE loans, in particular, totaled approximately $2.54 billion at September 30, 2014, or 37% of our loan portfolio, and may have a greater risk of loss than residential mortgage loans, in part because these loans are generally larger or more complex to underwrite. Agricultural real estate loans may be affected by similar factors to those that affect agricultural loans generally, including adverse weather conditions, disease and declines in the market prices for agricultural products or farm real estate. In addition, declines in real property values in the states in which we operate could reduce the value of any collateral we realize following a default on these loans and could adversely affect our ability to continue to grow our loan portfolio consistent with our underwriting standards. Our failure to effectively mitigate these risks could have a material adverse effect on our business, financial condition or results of operations.

Our business depends on our ability to successfully manage credit risk.

The operation of our business requires us to manage credit risk. As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of their loans, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers. In order to successfully manage credit risk, we must, among other things, maintain disciplined and prudent underwriting standards and ensure that our bankers follow those standards. The weakening of these standards for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, the inability of our employees to adequately adapt policies and procedures to changes in economic or any other conditions affecting borrowers and the quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance for loan losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition or results of operations.

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Severe weather, natural disasters, acts of war or terrorism or other external events could significantly impact our business.

Severe weather, natural disasters, widespread disease or pandemics, acts of war or terrorism or other adverse external events could have a significant impact on our ability to conduct business. In addition, such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue or cause us to incur additional expenses. Because of the concentration of agricultural loans in our lending portfolio and the volume of our borrowers in regions dependent on agriculture, we could be disproportionally affected relative to others in the case of external events such as floods, droughts, and hail effecting the agricultural conditions in the markets we serve. The occurrence of any of these events in the future could have a material adverse effect on our business, financial condition or results of operations.

Our allowance for loan losses, our fair value adjustments related to credit on loans for which we have elected the fair value option and our credit marks (which reduce the fair value) on acquired loan portfolios may be insufficient, which could lead to additional losses on loans beyond those currently anticipated.

We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense representing management’s best estimate of probable losses that have been incurred within our existing portfolio of loans, fair value adjustments related to credit risk on our loans for which we have elected the fair value option and credit marks, which are estimates of expected credit losses that reduce the fair value of certain loans acquired through acquisitions. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the portfolio. The level of the allowance reflects management’s continuing evaluation of specific credit risks; the quality of the loan portfolio; the value of the underlying collateral; the level of nonaccruing loans; and economic, political and regulatory conditions. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks, all of which may undergo material changes. We also establish fair value adjustments related to our estimates of expected credit losses for loans accounted for using the fair value option.

The application of the acquisition method of accounting in our acquisitions has impacted our allowance for loan losses. Under the acquisition method of accounting, loans we acquired were recorded in our consolidated financial statements at their fair value at the time of acquisition and the related allowance for loan loss was eliminated because credit quality, among other factors, was considered in the determination of fair value. To the extent that the estimates we made at the time of acquisition prove to be inadequate based on changing facts and circumstances arising from reporting period to reporting period, we may incur losses (some of which may be covered by our loss-sharing arrangements with the FDIC) associated with the acquired loans.

Although our management has established an allowance for loan losses it believes is adequate to absorb probable and reasonably estimable losses in our loan portfolio, this allowance may not be adequate. We could sustain credit losses that are significantly higher than the amount of our allowance for loan losses. Higher credit losses could arise for a variety of reasons, such as growth in our loan portfolio, changes in economic conditions affecting borrowers, new information regarding our loans and other factors within and outside our control. For example, if agricultural commodity prices or real estate values were to decline or if economic conditions in one or more of our principal markets were to deteriorate unexpectedly, additional loan losses not incorporated in the existing allowance for loan losses might occur. Losses in excess of the existing allowance for loan losses will reduce our net income and could have a material adverse effect on our business, financial condition or results of operations.

In addition, bank regulatory agencies will periodically review our allowance for loan losses and the value attributed to nonaccrual loans or to real estate we acquire through foreclosure. Such regulatory agencies may require us to adjust our determination of the value for these items, increase our allowance for loan losses or reduce the carrying value of owned real estate, reducing our net income. Further, if charge-offs in future periods exceed the allowance for loan losses, we may need additional adjustments to increase the allowance for loan losses. These adjustments could have a material adverse effect on our business, financial condition or results of operations.

We may not be able to attract and retain key personnel and other skilled employees.

Our success depends, in large part, on the skills of our management team and our ability to retain, recruit and motivate key officers and employees. Our senior management team has significant industry experience, and their knowledge and relationships would be difficult to replace. Leadership changes will occur from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional qualified personnel. Competition for senior executives and skilled personnel

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in the financial services and banking industry is intense, which means the cost of hiring, incentivizing and retaining skilled personnel may continue to increase. We need to continue to attract and retain key personnel and to recruit qualified individuals to succeed existing key personnel to ensure the continued growth and successful operation of our business. In addition, as a provider of relationship-based commercial and agribusiness banking services, we must attract and retain qualified banking personnel to continue to grow our business, and competition for such personnel can be intense. Our ability to effectively compete for senior executives and other qualified personnel by offering competitive compensation and benefit arrangements may be restricted by applicable banking laws and regulations as discussed in “Item 1. Business—Supervision and Regulation—Incentive Compensation.” The loss of the services of any senior executive or other key personnel, or the inability to recruit and retain qualified personnel in the future, could have a material adverse effect on our business, financial condition or results of operations. In addition, to attract and retain personnel with appropriate skills and knowledge to support our business, we may offer a variety of benefits, which could reduce our earnings or have a material adverse effect on our business, financial condition or results of operations.

We operate in a highly competitive industry and market area.

We operate in the highly competitive financial services industry and face significant competition for customers from financial institutions located both within and beyond our principal markets. We compete with commercial banks, savings banks, credit unions, non-bank financial services companies and other financial institutions operating within or near the areas we serve, particularly nationwide and regional banks and larger community banking institutions that target the same customers we do. We also face competition for agricultural loans from participants in the nationwide Farm Credit System and global banks. In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Customer loyalty can be influenced by a competitor’s new products, especially offerings that could provide cost savings or a higher return to the customer. We may not be able to compete successfully with other financial institutions in our market, and we may have to pay higher interest rates to attract deposits, accept lower yields to attract loans and pay higher wages for new employees, resulting in reduced profitability. Further, increased lending activity by competing banks following the recent recession has led to increased competitive pressures on loan rates and terms for high-quality credits. Continued loan pricing pressure could have a further negative effect on our loan yields and net interest margin.

Many of our non-bank competitors are not subject to the same extensive regulations that govern our activities and may have greater flexibility in competing for business. Several of our competitors are also larger and have significantly more resources, greater name recognition and larger market shares than we do, enabling them to maintain numerous banking locations, provide technology-based banking tools we do not provide, maintain a wider range of product offerings, mount extensive promotional and advertising campaigns and be more aggressive than us in competing for loans and deposits. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. In addition, some of our current commercial banking customers may seek alternative banking sources as they develop needs for credit facilities larger than we may be able to accommodate. Our inability to compete successfully in the markets in which we operate could have a material adverse effect on our business, financial condition or results of operations.

We may not be able to successfully execute our strategic plan or manage our growth.

Our growth strategy requires us to manage several different elements simultaneously. Sustainable growth requires that we manage our risks by following prudent loan underwriting standards, balancing loan and deposit growth without increasing interest rate risk or compressing our net interest margin, maintaining more than adequate capital at all times, hiring and retaining qualified employees and successfully implementing strategic projects and initiatives. Our growth strategy may also change from time to time as a result of various internal and external factors. Our inability to manage our growth successfully could have a material adverse effect on our business, financial condition or results of operations.

We may be adversely affected by risks associated with completed and potential acquisitions.

We plan to continue to grow our business organically. However, from time to time, we may consider potential acquisition opportunities that we believe support our business strategy and may enhance our profitability. Acquisitions involve numerous risks, including:

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• incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business;

• using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;

• the risk that the acquired business will not perform to our expectations;

• difficulties, inefficiencies or cost overruns in integrating and assimilating the organizational cultures, operations, technologies, services and products of the acquired business with ours;

• the risk of key vendors not fulfilling our expectations or not accurately converting data;

• entering geographic and product markets in which we have limited or no direct prior experience;

• the potential loss of key employees;

• the potential for liabilities and claims arising out of the acquired businesses; and

• the risk of not receiving required regulatory approvals or such approvals being restrictively conditional.

In addition, we face significant competition from numerous other financial services institutions, many of which will have greater financial resources than we do, when considering acquisition opportunities. Accordingly, attractive acquisition opportunities may not be available to us. There can be no assurance that we will be successful in identifying or completing any future acquisitions.

Acquisitions of financial institutions also involve operational risks and uncertainties, and acquired companies may have unknown or contingent liabilities with no corresponding accounting allowance, exposure to unexpected asset quality problems that require write-downs or write-offs (as well as restructuring and impairment or other charges), difficulty retaining key employees and customers and other issues that could negatively affect our business. We may not be able to realize any projected cost savings, synergies or other benefits associated with any such acquisition we complete. Acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction. Failure to successfully integrate the entities we acquire into our existing operations could increase our operating costs significantly and have a material adverse effect on our business, financial condition and results of operations.

Failed bank acquisitions involve risks similar to acquiring operating banks even though the FDIC might provide assistance to mitigate certain risks, such as sharing in exposure to loan losses and providing indemnification against certain liabilities of the failed institution. However, because these acquisitions are typically conducted by the FDIC in a manner that does not allow the time typically taken for a due diligence review or for preparing the integration of an acquired institution, we may face additional risks in transactions with the FDIC. These risks include, among other things, accuracy or completeness of due diligence materials, the loss of customers and core deposits, strain on management resources related to collection and management of problem loans and problems related to integration and retention of personnel and operating systems. There can be no assurance that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions (including FDIC-assisted transactions), nor that any FDIC-assisted opportunities will be available to us in our markets. Our inability to overcome these risks could have a material adverse effect on our business, financial condition or results of operations.

In addition, we must generally satisfy a number of meaningful conditions prior to completing any acquisition, including, in certain cases, federal and state bank-regulatory approval. Bank regulators consider a number of factors when determining whether to approve a proposed transaction, including the effect of the transaction on financial stability and the ratings and compliance history of all institutions involved, including the CRA, examination results and anti-money laundering and Bank Secrecy Act compliance records of all institutions involved. The process for obtaining required regulatory approvals has become substantially more difficult as a result of the financial crisis, which could affect our future business. We may fail to pursue, evaluate or complete strategic and competitively significant business opportunities as a result of our inability, or our perceived inability, to obtain any required regulatory approvals in a timely manner or at all.

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Any proposed acquisition must in certain circumstances be approved by NAB pursuant to the Stockholder Agreement, and, until such time as we cease to be a subsidiary of NAB for purposes of the Corporations Act 2001 (Cth), by the Australian Prudential Regulation Authority, or APRA. In addition, as long as NAB controls us for purposes of the BHC Act, NAB’s regulatory status may impact our regulatory status, and hence our ability to expand by acquisition or engage in new activities, and NAB would be required to obtain BHC Act approvals for such acquisitions or activities as well. See “Item 1. Business—Supervision and Regulation—Regulatory Impact of Control by NAB.”

New lines of business, products, product enhancements or services may subject us to additional risks.

From time to time, we may implement or acquire new lines of business or offer new products and product enhancements as well as new services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In acquiring, developing or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources, although we may not assign the appropriate level of resources or expertise necessary to make these new lines of business, products, product enhancements or services successful or to realize their expected benefits. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation of a new line of business or offerings of new products, product enhancements or services. Furthermore, any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of our system of internal controls. Any material change from the scope of our business immediately prior to our initial public offering must also be approved by NAB pursuant to the Stockholder Agreement we entered into with NAB in connection with our initial public offering. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on our business, financial condition or results of operations.

If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses.

In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to material risks, such as credit, operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design, their implementation or the degree to which we adhere to them, or as a result of the lack of adequate, accurate or timely information or otherwise. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our business, financial condition or results of operations. In addition, we could be subject to litigation, particularly from our customers, and sanctions or fines from regulators. Our techniques for managing the risks we face may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate.

We are subject to interest rate risk.

Fluctuations in interest rates may negatively impact our banking business and may weaken demand for some of our products. Our earnings and cash flows are largely dependent on net interest income, which is the difference between the interest income we receive from interest-earning assets (e.g., loans and investment securities) and the interest expense we pay on interest-bearing liabilities (e.g., deposits and borrowings). The level of net interest income is primarily a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities. Interest rates are volatile and highly sensitive to many factors that are beyond our control, such as economic conditions and policies of various governmental and regulatory agencies, and, in particular the monetary policy of the Federal Open Market Committee of the Federal Reserve System, or the FOMC. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but also our ability to originate loans and deposits. Historically, there has been an inverse correlation between the demand for loans and interest rates. Loan origination volume usually declines during periods of rising or high interest rates and increases during periods of declining or low interest rates. Changes in interest rates also have a significant impact on the carrying value of certain of our assets, including loans, real estate and investment securities, on our balance sheet. We may incur debt in the future and that debt may also be sensitive to interest rates.

The cost of our deposits is largely based on short-term interest rates, the level of which is driven primarily by the FOMC’s actions. However, the yields generated by our loans and securities are often difficult to re-price and are typically driven by longer-term

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interest rates, which are set by the market or, at times, the FOMC’s actions, and vary over time. The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur. If the interest rates paid on our deposits and other borrowings increase at a faster pace than the interest rates on our loans and other investments, our net interest income may decline and, with it, a decline in our earnings may occur. Our net interest income and earnings would be similarly affected if the interest rates on our interest-earning assets declined at a faster pace than the interest rates on our deposits and other borrowings. Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our business, financial condition or results of operations.

Changes in interest rates can also affect the level of loan refinancing activity, which impacts the amount of prepayment penalty income we receive on loans we hold. Because prepayment penalties are recorded as interest income when received, the extent to which they increase or decrease during any given period could have a significant impact on the level of net interest income and net income we generate during that time. A decrease in our prepayment penalty income resulting from any change in interest rates or as a result of regulatory limitations on our ability to charge prepayment penalties could therefore adversely affect our net interest income, net income or results of operations.

Changes in interest rates can also affect the slope of the yield curve. A decline in the current yield curve or a flatter or inverted yield curve could cause our net interest income and net interest margin to contract, which could have a material adverse effect on our net income and cash flows, as well as the value of our assets. An inverted yield curve may also adversely affect the yield on investment securities by increasing the prepayment risk of any securities purchased at a premium.

Changes in interest rates could also have a negative impact on our results of operation by reducing the ability of borrowers to repay their current loan obligations or by reducing our margins and profitability. As of September 30, 2014, 52.8% of our loans were advanced to our customers on a variable or adjustable-rate basis. As a result, an increase in interest rates could result in increased loan defaults, foreclosures and charge-offs and could necessitate further increases to the allowance for loan losses, any of which could have a material adverse effect on our business, financial condition or results of operations. In addition, a decrease in interest rates could negatively impact our margins and profitability.

As of September 30, 2014, we had $1.30 billion of noninterest-bearing demand deposits and $4.01 billion of interest-bearing demand deposits. The prohibition restricting depository institutions from paying interest on demand deposits, such as checking accounts, was repealed effective on July 21, 2011 as part of the Dodd-Frank Act. We then began offering interest-bearing corporate checking accounts. Current interest rates for this product are very low because of current market conditions and, so far, the impact of the repeal has not been significant to us. However, we do not know what market rates will eventually be and, therefore, we cannot estimate at this time the long-term impact of the repeal on our interest expense on deposits. If we need to offer higher interest rates on checking accounts to maintain current clients or attract new clients, our interest expense will increase, perhaps materially. Furthermore, if we fail to offer interest in a sufficient amount to keep these demand deposits, our core deposits may be reduced, which would require us to obtain funding in other ways or risk slowing our future asset growth.

We are subject to liquidity risk that may affect our ability to meet our obligations and grow our business.

Liquidity risk is the risk that we will not be able to meet our obligations, including financial commitments, as they come due and is inherent in our operations. This risk can increase due to a number of factors, including an over-reliance on a particular source of funding (including, for example, short-term and overnight funding) or market-wide phenomena such as market dislocation and major disasters. Like many banking companies, we rely on customer deposits to meet a considerable portion of our funding, and we continue to seek customer deposits to maintain this funding base. We obtain deposits directly from retail and commercial customers and through brokerage firms that offer our deposit products to their customers. As of September 30, 2014, we had $6.69 billion in direct deposits (which includes deposits from banks and financial institutions and deposits related to prepaid cards) and $359 million in deposits originated through brokerage firms (including network deposit sweeps). A key part of our liquidity plan and funding strategy is to expand our direct deposits as a source of funding. However, these deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside our control, such as a loss of confidence by customers in us or the banking sector generally, customer perceptions of our financial health and general reputation, increasing competitive pressures from other financial services firms for retail or corporate customer deposits, changes in interest rates and returns on other investment classes, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current or attract additional deposits.

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Competition among U.S. banks for customer deposits is intense, may increase the cost of retaining current deposits or procuring new deposits and may otherwise negatively affect our ability to grow our deposit base. Any changes we make to the rates offered on our deposit products to remain competitive with other financial institutions may adversely affect our profitability and liquidity. In addition, our ability to originate and maintain deposits could be adversely affected by the loss of our association with NAB and NAB’s strategic plan to reduce its ownership in our business. The demand for the deposit products we offer may also be reduced due to a variety of factors, such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, regulatory actions that decrease customer access to particular products or the availability of competing products. An inability to grow, or any material decrease in, our deposits could have a material adverse effect on our cost of funds and our ability to satisfy our liquidity needs. Further, the consequences of our liquidity risk may be more severe than other institutions because we do not currently have a credit rating from any major agency.

Maintaining a diverse and appropriate funding strategy remains challenging, and any tightening of credit markets could have a material adverse impact on us. In particular, our funding from corporate and financial institution counterparties may cease to be available if such counterparties seek to reduce their credit exposures to banks and other financial institutions, which could be reflected, for example, in reductions in unsecured deposits supplied by these counterparties. Under such circumstances, we may need to seek funds from alternative sources, potentially at higher costs than our current sources.

Reductions in interchange fees would reduce our associated income.

An interchange fee is a fee merchants pay to the interchange network in exchange for the use of the network’s infrastructure and payment facilitation, and which is paid to debit, credit and prepaid card issuers to compensate them for the costs associated with card issuance and operation. In the case of credit cards, this includes the risk associated with lending money to customers. We earn interchange fees on these card transactions, including $5.9 million in fees during the fiscal year ended September 30, 2014. Merchants, trying to decrease their operating expenses, have sought to, and have had some success at, lowering interchange rates. In particular, the Durbin Amendment to the Dodd-Frank Act limited the amount of interchange fees that may be charged for debit and prepaid card transactions. Several recent events and actions indicate a continuing focus on interchange fees by both regulators and merchants. Beyond pursuing litigation, legislation and regulation, merchants are also pursuing alternate payment platforms as a means to lower payment processing costs. To the extent interchange fees are further reduced, our income from those fees will be reduced, which could have a material adverse effect on our business and results of operations. In addition, the payment card industry is subject to the operating regulations and procedures set forth by payment card networks, and our failure to comply with these operating regulations, which may change from time to time, could subject us to various penalties or fees or the termination of our license to use the payment card networks, all of which could have a material adverse effect on our business, financial condition or results of operations.

Operational risks are inherent in our business.

Our operations depend on our ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations. Operational risk and losses can result from internal and external fraud; errors by employees or third parties; failure to document transactions properly or to obtain proper authorization; failure to comply with applicable regulatory requirements and conduct of business rules; equipment failures, including those caused by natural disasters or by electrical, telecommunications or other essential utility outages; business continuity and data security system failures, including those caused by computer viruses, cyber-attacks or unforeseen problems encountered while implementing major new computer systems or upgrades to existing systems; or the inadequacy or failure of systems and controls, including those of our suppliers or counterparties. Although we have implemented risk controls and loss mitigation actions, and substantial resources are devoted to developing efficient procedures, identifying and rectifying weaknesses in existing procedures and training staff, it is not possible to be certain that such actions have been or will be effective in controlling each of the operational risks faced by us. Any weakness in these systems or controls, or any breaches or alleged breaches of such laws or regulations, could result in increased regulatory scrutiny, enforcement actions or legal proceedings and could have an adverse impact on our business, financial condition or results of operations.

Cyber-attacks or other security breaches could have a material adverse effect on our business.

In the normal course of business, we collect, process and retain sensitive and confidential information regarding our customers. We also have arrangements in place with other third parties through which we share and receive information about their customers who are or may become our customers. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of third

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party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events.

Information security risks for financial institutions like us have increased recently in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions, particularly denial of service attacks, that are designed to disrupt key business services, such as customer-facing web sites. We are not able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection.

We also face risks related to cyber-attacks and other security breaches in connection with credit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties, including merchant acquiring banks, payment processors, payment card networks (e.g., Visa, MasterCard) and our processors. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other third party service providers to conduct other aspects of our business operations and face similar risks relating to them. While we regularly conduct security assessments on these third parties, we cannot be sure that their information security protocols are sufficient to withstand a cyber-attack or other security breach.

The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our customers or our own proprietary information, software, methodologies and business secrets could result in significant legal and financial exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, which could have a material adverse effect on our business, financial condition or results of operations. In addition, recently there have been a number of well-publicized attacks or breaches affecting others in our industry that have heightened concern by consumers generally about the security of using credit cards, which have caused some consumers, including our customers, to use our credit cards less in favor of alternative methods of payment and has led to increased regulatory focus on, and potentially new regulations relating to, these matters. Further cyber-attacks or other breaches in the future, whether affecting us or others, could intensify consumer concern and regulatory focus and result in reduced use of our cards and increased costs, all of which could have a material adverse effect on our business. To the extent we are involved in any future cyber-attacks or other breaches, our brand and reputation could be affected, would could also have a material adverse effect on our business, financial condition or results of operations.

Our information systems may experience an interruption or breach in security.

Our communications, information and technology systems supporting our operations are important to our efficiency and vulnerable to unforeseen problems. Our operations depend on our ability, as well as that of third party service providers, to protect computer systems and network infrastructure against damage from fires, other natural disasters or pandemics; power or telecommunications failures; acts of terrorism or wars or other catastrophic events; or other physical break-ins. Any damage or failure that causes interruptions in operations or disruptions in our business could result in liability to clients, regulatory intervention or reputational harm and, thus, could have a material adverse effect on our business, financial condition or results of operations.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan or other systems. Moreover, if any such failures, interruptions or security breaches do occur, they may not be adequately addressed. If we experience a disruption in the provision of any functions or services performed by third parties, we may have difficulty in finding alternate providers on terms favorable to us and in reasonable timeframes. The occurrence of any failures, interruptions or security breaches of our communications and information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition or results of operations.

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We continually encounter technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements than we do. We may not be able to effectively implement new, technology-driven products and services or be successful in marketing these products and services to our customers. In addition, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may also cause service interruptions, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws. Failure to successfully keep pace with technological change affecting the financial services industry and avoid interruptions, errors and delays could have a material adverse effect on our business, financial condition or results of operations.

We expect that new technologies and business processes applicable to the consumer credit industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. Because the pace of technological change is high and our industry is intensely competitive, we may not be able to sustain our investment in new technology as critical systems and applications become obsolete or as better ones become available. A failure to maintain current technology and business processes could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition or results of operations.

Our ability to maintain, attract and retain customer relationships is highly dependent on our reputation.

Our customers rely on us to deliver superior, personalized financial services with the highest standards of ethics, performance, professionalism and compliance. Damage to our reputation could undermine the confidence of our current and potential customers in our ability to provide high-quality financial services. Such damage could also impair the confidence of our counterparties and vendors and ultimately affect our ability to effect transactions. Maintenance of our reputation depends not only on our success in maintaining our service-focused culture and controlling and mitigating the various risks described herein, but also on our success in identifying and appropriately addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, client personal information and privacy issues, customer and other third party fraud, record-keeping, regulatory investigations and any litigation that may arise from the failure or perceived failure of us to comply with legal and regulatory requirements. Maintaining our reputation also depends on our ability to successfully prevent third parties from infringing on the “Great Western Bank” brand and associated trademarks and our other intellectual property. Defense of our reputation, trademarks and other intellectual property, including through litigation, could result in costs that could have a material adverse effect on our business, financial condition or results of operations.

Employee misconduct could expose us to significant legal liability and reputational harm.

We are vulnerable to reputational harm because we operate in an industry in which integrity and the confidence of our customers are of critical importance. Our employees could engage in misconduct that adversely affects our business. For example, if an employee were to engage in fraudulent, illegal or suspicious activities, we could be subject to regulatory sanctions and suffer serious harm to our reputation (as a consequence of the negative perception resulting from such activities), financial position, customer relationships and ability to attract new customers. Our business often requires that we deal with confidential information. If our employees were to improperly use or disclose this information, even if inadvertently, we could suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. Misconduct by our employees, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our business, financial condition or results of operations.

We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions.

Financial services institutions that deal with each other are interconnected as a result of trading, investment, liquidity management, clearing, counterparty and other relationships. Within the financial services industry, loss of public confidence, including through default by any one institution, could lead to liquidity challenges or to defaults by other institutions. Concerns about, or a

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default by, one institution could lead to significant liquidity problems and losses or defaults by other institutions, as the commercial and financial soundness of many financial institutions is closely related as a result of these credit, trading, clearing and other relationships. Even the perceived lack of creditworthiness of, or questions about, a counterparty may lead to market-wide liquidity problems and losses or defaults by various institutions. This systemic risk may adversely affect financial intermediaries, such as clearing agencies, banks and exchanges with which we interact on a daily basis or key funding providers such as the Federal Home Loan Banks, any of which could have a material adverse effect on our access to liquidity or otherwise have a material adverse effect on our business, financial condition or results of operations.

We may need to raise additional capital in the future, and such capital may not be available when needed or at all.

We may need to raise additional capital, in the form of additional debt or equity, in the future to have sufficient capital resources and liquidity to meet our commitments and fund our business needs and future growth, particularly if the quality of our assets or earnings were to deteriorate significantly. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial condition. Economic conditions and a loss of confidence in financial institutions may increase our cost of funding and limit access to certain customary sources of capital, including inter-bank borrowings, repurchase agreements and borrowings from the discount window of the Federal Reserve System.

We may not be able to obtain capital on acceptable terms—or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers, depositors of our bank or counterparties participating in the capital markets or other disruption in capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Further, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on our business, financial condition or results of operations.

The value of our securities in our investment portfolio may decline in the future.

As of September 30, 2014, we owned $1.34 billion of investment securities. The fair value of our investment securities may be adversely affected by market conditions, including changes in interest rates, and the occurrence of any events adversely affecting the issuer of particular securities in our investments portfolio. We analyze our securities on a quarterly basis to determine if an other-than-temporary impairment has occurred. The process for determining whether impairment is other-than-temporary usually requires complex, subjective judgments about the future financial performance of the issuer in order to assess the probability of receiving all contractual principal and interest payments on the security. Because of changing economic and market conditions affecting issuers, we may be required to recognize other-than-temporary impairment in future periods, which could have a material adverse effect on our business, financial condition or results of operations.

The value of our goodwill and other intangible assets may decline in the future.

As of September 30, 2014, we had $712 million of goodwill and other intangible assets. Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as business acquisitions. We review our goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of the asset might be impaired. We determine impairment by comparing the implied fair value of the goodwill with the carrying amount of that goodwill. If the carrying amount of the goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. A significant decline in our expected future cash flows, a material change in interest rates, a significant adverse change in the business climate, slower growth rates or a significant or sustained decline in the price of our common stock may necessitate taking charges in the future related to the impairment of our goodwill and other intangible assets. We cannot provide assurance that we will not be required to record any charges for goodwill impairment in the future. If we conclude that such a write-down of goodwill and other intangible assets has become necessary, we will record the appropriate charge in the period in which it becomes known to us, which could have a material adverse effect on our business, financial condition or results of operations.

We rely on the mortgage secondary market for some of our liquidity.

We originate and sell mortgage loans and their servicing rights, including $214.3 million of mortgage loans sold during fiscal year 2014. We rely on Federal National Mortgage Association, or FNMA, and other purchasers to purchase loans in order to reduce

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our credit risk and provide funding for additional loans we desire to originate. We cannot provide assurance that these purchasers will not materially limit their purchases from us due to capital constraints or other factors, including, with respect to FNMA, a change in the criteria for conforming loans. In addition, various proposals have been made to reform the U.S. residential mortgage finance market, including the role of FNMA. The exact effects of any such reforms are not yet known, but may limit our ability to sell conforming loans to FNMA. In addition, mortgage lending is highly regulated, and our inability to comply with all federal and state regulations and investor guidelines regarding the origination, underwriting documentation and servicing of mortgage loans may also impact our ability to continue selling mortgage loans. If we are unable to continue to sell loans in the secondary market, our ability to fund, and thus originate, additional mortgage loans may be adversely affected, which could have a material adverse effect on our business, financial condition or results of operations.

We are subject to a variety of risks in connection with any sale of loans we may conduct.

When we sell mortgage loans we are required to make customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated and serviced. If any of these representations and warranties are incorrect, we may be required to indemnify the purchaser for any related losses, or we may be required to repurchase or provide substitute mortgage loans for part or all of the affected loans. We may also be required to repurchase loans as a result of borrower fraud or in the event of early payment default by the borrower on a loan we have sold. If the level of repurchase and indemnity activity becomes material, it could have a material adverse effect on our liquidity, business, financial condition or results of operations.

Mortgage lending is highly regulated. Our inability to comply with all federal and state regulations and investor guidelines regarding the origination, underwriting documentation and servicing of mortgage loans may impact our ability to continue selling mortgage loans.

In addition, we must report as held for sale any loans which we have undertaken to sell, whether or not a purchase agreement for the loans has been executed. We may therefore be unable to ultimately complete a sale for part or all of the loans we classify as held for sale. We must exercise our judgment in determining when loans must be reclassified from held for investment status to held for sale status under applicable accounting guidelines. Any failure to accurately report loans as held for sale could result in regulatory investigations and monetary penalties. Any of these actions could have a material adverse effect on our business, financial condition or results of operations. Our policy is to carry loans held for sale at the lower of cost or fair value. As a result, prior to being sold, any loans classified as held for sale may be adversely affected by market conditions, including changes in interest rates, and by changes in the borrower’s creditworthiness, and the value associated with these loans, including any loans originated for sale in the secondary market, may decline prior to being sold. We may be required to reduce the value of any loans we mark held for sale as a result, which could have a material adverse effect on our business, financial condition or results of operations.

The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property may not accurately describe the net value of the collateral that we can realize.

In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in value in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property. In addition, we rely on appraisals and other valuation techniques to establish the value of our other OREO and to determine certain loan impairments. If any of these valuations are inaccurate, our consolidated financial statements may not reflect the correct value of our OREO, and our allowance for loan losses may not reflect accurate loan impairments. This could have a material adverse effect on our business, financial condition or results of operations.

Our operations could be interrupted if certain external vendors on which we rely experience difficulty, terminate their services or fail to comply with banking laws and regulations.

We depend to a significant extent on relationships with third party service providers. Specifically, we utilize third party core banking services and receive credit card and debit card services, branch capture services, Internet banking services and services complementary to our banking products from various third party service providers. If these third party service providers experience difficulties or terminate their services and we are unable to replace them with other service providers, our operations could be interrupted. It may be difficult for us to replace some of our third party vendors, particularly vendors providing our core banking,

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credit card and debit card services, in a timely manner if they were unwilling or unable to provide us with these services in the future for any reason. If an interruption were to continue for a significant period of time, it could have a material adverse effect on our business, financial condition or results of operations. Even if we are able to replace them, it may be at higher cost to us, which could have a material adverse effect on our business, financial condition or results of operations. In addition, if a third party provider fails to provide the services we require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyber-attack or other security breach, our business could suffer economic and reputational harm that could have a material adverse effect on our business, financial condition or results of operations.

We rely on dividends and other payments from our bank for substantially all of our revenue.

We are a separate and distinct legal entity from our bank, and we receive substantially all of our operating cash flows from dividends and other payments from our bank. These dividends and payments are the principal source of funds to pay dividends on our capital stock and interest and principal on any debt we may have. Various federal and state laws and regulations limit the amount of dividends that our bank may pay to us. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event our bank is unable to pay dividends to us, we may not be able to service debt, pay obligations, or pay dividends on our common stock. The inability to receive dividends from our bank could have a material adverse effect on our business, financial condition or results of operations.

Loans that we make through certain federal programs are dependent on the federal government’s continuation and support of these programs and on our compliance with their requirements.

We participate in various U.S. government agency guarantee programs, including programs operated by the United States Department of Agriculture, Small Business Administration, Farm Service Administration and the United States Department of the Interior. We are responsible for following all applicable U.S. government agency regulations, guidelines and policies whenever we originate loans as part of these guarantee programs. If we fail to follow any applicable regulations, guidelines or policies associated with a particular guarantee program, any loans we originate as part of that program may lose the associated guarantee, exposing us to credit risk we would not otherwise be exposed to or underwritten as part of our origination process for U.S. government agency guaranteed loans, or result in our inability to continue originating loans under such programs. The loss of any guarantees for loans we have extended under U.S. government agency guarantee programs or the loss of our ability to participate in such programs could have a material adverse effect on our business, financial condition or results of operations.

We depend on the accuracy and completeness of information about clients and counterparties.

In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers or counterparties or of other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate, fraudulent or misleading financial statements, credit reports or other financial information could result in loan losses, reputational damage or other effects that could have a material adverse effect on our business, financial condition or results of operations.

Downgrades to the credit rating of the U.S. government or of its securities or any of its agencies by one or more of the credit ratings agencies could have a material adverse effect on general economic conditions, as well as our business.

On August 5, 2011, Standard & Poor’s cut the credit rating of the U.S. federal government’s long-term sovereign debt from AAA to AA+, while also keeping its outlook negative. Moody’s had lowered its own outlook for the same debt to “Negative” on August 2, 2011, and Fitch also lowered its outlook for the same debt to “Negative,” on November 28, 2011. In 2013, both Moody’s and Standard & Poor’s revised their outlooks from “Negative” to “Stable,” and on March 21, 2014, Fitch revised its outlook from “Negative” to “Stable.” Further downgrades of the U.S. federal government’s sovereign credit rating, and the perceived creditworthiness of U.S. government-backed obligations, could impact our ability to obtain funding that is collateralized by affected instruments and our ability to access capital markets on favorable terms. Such downgrades could also affect the pricing of funding, when funding is available. A downgrade of the credit rating of the U.S. government, or of its agencies, government-sponsored enterprises or related institutions, agencies or instrumentalities, may also adversely affect the market value of such instruments and, further, exacerbate the other risks to which we are subject and any related adverse effects on our business, financial condition or results of operations.

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Our internal controls, processes and procedures may fail or be circumvented.

Our internal controls, disclosure controls, processes and procedures, and corporate governance policies and procedures are based in part on certain assumptions and can provide only reasonable (not absolute) assurances that the objectives of the system are met. Any failure or circumvention of our controls, processes and procedures or failure to comply with regulations related to controls, processes and procedures could necessitate changes in those controls, processes and procedures, which may increase our compliance costs, divert management attention from our business or subject us to regulatory actions and increased regulatory scrutiny. Any of these could have a material adverse effect on our business, financial condition or results of operations.

Our accounting estimates and risk management processes rely on analytical and forecasting techniques and models.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with GAAP and reflect management’s judgment of the most appropriate manner to report our financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which may be reasonable under the circumstances, yet which may result in our reporting materially different results than would have been reported under a different alternative.

Certain accounting policies are critical to presenting our financial condition and results. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. These critical accounting policies include credit risk management, the allowance for loan losses and unfunded commitments, FDIC indemnification asset and clawback liability, goodwill, core deposits and other intangibles and income taxes. Because of the uncertainty of estimates involved in these matters, we may be required to do one or more of the following: significantly increase the allowance for loan losses or sustain loan losses that are significantly higher than the reserve provided; recognize significant impairment on goodwill and other intangible asset balances; reduce the carrying value of an asset measured at fair value; or significantly increase our accrued tax liability. Any of these could have a material adverse effect on our business, financial condition or results of operations. For a discussion of our critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and the Impact of Accounting Estimates.”

We rely extensively on models in managing many aspects of our business, and these models may be inaccurate or misinterpreted.

We rely extensively on models in managing many aspects of our business, including liquidity and capital planning, customer selection, credit and other risk management, pricing, reserving and collections management. The models may prove in practice to be less predictive than we expect for a variety of reasons, including errors in constructing, interpreting or using the models or inaccurate assumptions (e.g., failures to update assumptions appropriately or in a timely manner). Our assumptions may be inaccurate for many reasons as they often involve matters that are inherently difficult to predict and beyond our control (e.g., macroeconomic conditions and their impact on behavior) and often involve complex interactions between a number of variables, factors and other assumptions. The errors or inaccuracies in our models may be material, and could lead us to make wrong or sub-optimal decisions in managing our business, and this could have a material adverse effect on our business, financial condition or results of operations.

We may have exposure to tax liabilities that are larger than we anticipate.

The tax laws applicable to our business activities, including the laws of the United States, South Dakota and other jurisdictions, are subject to interpretation and may change over time. From time to time, legislative initiatives, such as proposals for fundamental federal tax reform and corporate tax rate changes, which may impact our effective tax rate and could adversely affect our deferred tax assets or our tax positions or liabilities. The taxing authorities in the jurisdictions in which we operate may challenge our tax positions, which could increase our effective tax rate and harm our financial position and results of operations. In addition, our future income taxes could be adversely affected by earnings being higher than anticipated in jurisdictions that have higher statutory tax rates or by changes in tax laws, regulations or accounting principles. We are subject to audit and review by U.S. federal and state tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. In addition, the determination of our provision for income taxes and other liabilities requires significant judgment by management. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded

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in our financial statements and could have a material adverse effect on our financial results in the period or periods for which such determination is made.

Fulfilling our public company financial reporting and other regulatory obligations will be expensive and time consuming and may strain our resources.

As a public company, we are subject to the reporting requirements of the Exchange Act and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and the related rules and regulations of the SEC, as well as the rules of the NYSE. The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition. Sarbanes-Oxley requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these requirements places significant demands on our legal, accounting and finance staff and on our accounting, financial and information systems and will increase our legal and accounting compliance costs as well as our compensation expense from historical levels, particularly if we are required to hire additional accounting, tax, finance and legal staff. We may also need to enhance our investor relations and corporate communications functions and attract additional qualified board members. These additional efforts may strain our resources and divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition or results of operations.

In accordance with Section 404 of Sarbanes-Oxley, our management is required to conduct an annual assessment of the effectiveness of our internal control over financial reporting and include a report on these internal controls in the annual reports we file with the SEC on Form 10-K. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls until the later of the year following the first annual report required to be filed with the SEC and the date on which we are no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. When required, this process will require significant documentation of policies, procedures and systems, review of that documentation by our internal auditing and accounting staff and our outside independent registered public accounting firm, and testing of our internal control over financial reporting by our internal auditing and accounting staff and our outside independent registered public accounting firm. This process will involve considerable time and attention, may strain our internal resources, and will increase our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter. If our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

If we are not able to satisfy the requirements of Section 404 of Sarbanes-Oxley, we may be subject to adverse regulatory consequences and there could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. This could have a material adverse effect on business, financial condition or results of operations.

We may not be able to report our future financial results accurately and timely as a publicly listed company if we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, or if we fail to remediate the material weakness identified relating to the design and operation of our internal control over financial reporting.

As a publicly traded company, we are subject to the financial reporting standards prescribed under GAAP and SEC rules, which are more extensive than the standards applicable to us as a wholly owned subsidiary of NAB prior to our initial public offering. Complying with these heightened financial reporting standards has required us to implement enhancements to the design and operation of our internal control over financial reporting. In the process of preparing additional disclosures required by the SEC for public companies contained within our consolidated financial statements under these requirements in connection with our initial public offering, during the third quarter of fiscal year 2014, we concluded a material weakness existed in the design and operation of our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weakness identified resulted primarily from a lack of sufficient resources and personnel within the accounting function engaged in the preparation and review of our consolidated financial statements and a lack of formal controls and procedures with respect to our internal review of the accuracy and completeness of our application of SEC rules to

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our consolidated financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Internal Control Over Financial Reporting” for more information. The material weakness did not affect our reported net income or stockholder’s equity for any financial reporting period or materially affect our reported total assets and total liabilities for any financial reporting period.

Following identification of the material weakness, we implemented a number of controls and procedures designed to improve our control environment. In particular, we included additional members of our accounting and financial reporting staff in the preparation and review of the consolidated financial statements for the year ended September 30, 2014, and have implemented a more formal preparation and review hierarchy designed to identify and resolve potential errors on a timely basis. We have also contracted with two independent consulting firms to assist us in the preparation of our consolidated financial statements, and we plan to hire and utilize additional experienced, qualified personnel within our financial reporting function in the future to assist with the preparation and review of future financial statements. Although we believe these changes to our control environment will be sufficient to remediate our previously identified material weakness, we believe that further reporting periods are required to confirm the remediation as well as the ongoing effectiveness of the revised control environment. We may be unsuccessful in implementing all remedial measures we may undertake, and these measures may not significantly improve or remediate the material weakness identified in the design and operating effectiveness of our internal control over financial reporting, which, in future periods, could impact our ability to report our financial results accurately or on a timely basis.

More generally, if we are unable to meet the demands that have been placed upon us as a public company, including the requirements of Sarbanes-Oxley, we may be unable to accurately report our financial results in future periods, or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Sarbanes-Oxley, when and as applicable, could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Under such circumstances, we may be unable to implement the necessary internal controls in a timely manner, or at all, and future material weaknesses may exist or may be discovered. If we fail to implement the necessary improvements, or if material weaknesses or other deficiencies occur, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our consolidated financial statements, a decline in our stock price, suspension or delisting of our common stock from the NYSE and could have a material adverse effect on our business, results of operations or financial condition. Even if we are able to report our financial statements accurately and in a timely manner, any failure in our efforts to implement the improvements or disclosure of material weaknesses in our future filings with the SEC could cause our reputation to be harmed and our stock price to decline significantly.

We have not performed an evaluation of our internal control over financial reporting, as contemplated by Section 404 of Sarbanes-Oxley, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date reported in our financial statements. Had we performed such an evaluation or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies, including additional material weaknesses and significant deficiencies, may have been identified. In addition, the JOBS Act provides that, so long as we qualify as an “emerging growth company,” we will be exempt from the provisions of Section 404(b) of Sarbanes-Oxley, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. We may take advantage of this exemption so long as we qualify as an “emerging growth company.”

We are an emerging growth company within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting and other requirements applicable to emerging growth companies, our common stock could be less attractive to investors.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will have the option to take advantage of certain exemptions from various reporting and other requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these and other exemptions until we are no longer an emerging growth company. Further, the JOBS Act allows us to present less than five years of selected financial data in this Annual Report on Form 10-K.

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The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period is irrevocable.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of $1.0 billion or more, (ii) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the end of the fiscal year in which the market value of our equity securities that are held by non-affiliates exceeds $700 million as of June 30 of that year.

We are subject to environmental liability risk associated with our bank branches and any real estate collateral we acquire upon foreclosure.

During the ordinary course of business, we may foreclose on and take title to properties securing certain loans that we have originated or acquired. We also have an extensive branch network, owning separate branch locations throughout the areas we serve. For any real property that we may possess, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage and costs of complying with applicable environmental regulatory requirements. Failure to comply with such requirements can result in penalties. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Environmental reviews of real property before initiating foreclosure actions may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our business, financial condition or results of operations.

We may be alleged to have infringed upon intellectual property rights owned by others, or may be unable to protect our intellectual property.

Competitors or other third parties may allege that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. We also may face allegations that our employees have misappropriated intellectual property of their former employers or other third parties. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against us may cause us to spend significant amounts to defend the claim (even if we ultimately prevail); to pay significant money damages; to lose significant revenues; to be prohibited from using the relevant systems, processes, technologies or other intellectual property; to cease offering certain products or services or to incur significant license, royalty or technology development expenses. Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of our management and employees. In addition, although in some cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse, or be unable, to uphold its contractual obligations.

Moreover, we rely on a variety of measures to protect our intellectual property and proprietary information, including copyrights, trademarks, patents and controls on access and distribution. These measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage, and in any event, we may be required to litigate to protect our intellectual property and proprietary information from misappropriation or infringement by others, which is expensive, could cause a diversion of resources and may not be successful. Third parties may challenge, invalidate or circumvent our intellectual property, or our intellectual property may not be sufficient to provide us with competitive advantages. In addition, the usage of branding that could be confused with ours could create negative perceptions and risks to our brand and reputation. Our competitors or other third parties may independently design around or develop technology similar to ours or otherwise duplicate our services or products such that we could not assert our intellectual property rights against them. In addition, our

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contractual arrangements may not effectively prevent disclosure of our intellectual property or confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure.

We may be subject to claims and litigation pertaining to our fiduciary responsibilities.

Some of the services we provide, such as trust and investment services, require us to act as fiduciaries for our customers and others. From time to time, third parties make claims and take legal action against us pertaining to the performance of our fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability or our reputation could be damaged. Either of these results may adversely impact demand for our products and services or otherwise have a material adverse effect on our business, financial condition or results of operations.

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

From time to time, the Financial Accounting Standards Board, or the FASB, and SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively impact how we record and report our results of operations and financial condition generally. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and the Impact of Accounting Estimates.”

Risks Related to the Regulatory Oversight of Our Business

The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a significant adverse effect on our operations.

The banking industry is extensively regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection of depositors, customers, federal deposit insurance funds and the banking system as a whole, not for the protection of our stockholders and creditors. We are subject to regulation and supervision by the Federal Reserve, and our bank is subject to regulation and supervision by the FDIC and the South Dakota Division of Banking. The laws and regulations applicable to us govern a variety of matters, including permissible types, amounts and terms of loans and investments we may make, the maximum interest rate that may be charged, the amount of reserves our bank must hold against deposits it takes, the types of deposits our bank may accept and the rates it may pay on such deposits, maintenance of adequate capital and liquidity, changes in the control of us and our bank, restrictions on dividends and establishment of new offices by our bank. We must obtain approval from our regulators before engaging in certain activities, and there can be no assurance that any regulatory approvals we may require will be obtained, either in a timely manner or at all. Our regulators also have the ability to compel us to, or restrict us from, taking certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice. Our failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could have a material adverse effect on our business, financial condition or results of operations.

Since the recent financial crisis, federal and state banking laws and regulations, as well as interpretations and implementations of these laws and regulations, have undergone substantial review and change. In particular, the Dodd-Frank Act drastically revised the laws and regulations under which we operate. Financial institutions generally have also been subjected to increased scrutiny from regulatory authorities. These changes and increased scrutiny may result in increased costs of doing business, decreased revenues and net income, may reduce our ability to effectively compete to attract and retain customers, or make it less attractive for us to continue providing certain products and services. Any future changes in federal and state law and regulations, as well as the interpretations and implementations of such laws and regulations, could affect us in substantial and unpredictable ways, including those listed above or other ways that could have a material adverse effect on our business, financial condition or results of operations.

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We will be subject to heightened regulatory requirements if we exceed $10 billion in assets.

Based on our historic organic growth rates, we expect that our total assets and our bank’s total assets could exceed $10 billion over the next two to five years, or sooner if we engage in any acquisitions. The Dodd-Frank Act and its implementing regulations impose various additional requirements on bank holding companies with $10 billion or more in total assets, including compliance with portions of the Federal Reserve’s enhanced prudential oversight requirements and annual stress testing requirements. In addition, banks with $10 billion or more in total assets are primarily examined by the CFPB with respect to various federal consumer financial protection laws and regulations. Currently, our bank is subject to regulations adopted by the CFPB, but the FDIC is primarily responsible for examining our bank’s compliance with consumer protection laws and those CFPB regulations. As a relatively new agency with evolving regulations and practices, there is uncertainty as to how the CFPB’s examination and regulatory authority might impact our business.

Compliance with these requirements may necessitate that we hire additional compliance or other personnel, design and implement additional internal controls, or incur other significant expenses, any of which could have a material adverse effect on our business, financial condition or results of operations. Compliance with the annual stress testing requirements, part of which must be publicly disclosed, may also be misinterpreted by the market generally or our customers and, as a result, may adversely affect our stock price or our ability to retain our customers or effectively compete for new business opportunities. To ensure compliance with these heightened requirements when effective, our regulators may require us to fully comply with these requirements or take actions to prepare for compliance even before our or our bank’s total assets equal or exceed $10 billion. As a result, we may incur compliance-related costs before we might otherwise be required, including if we do not continue to grow at the rate we expect or at all. Our regulators may also consider our preparation for compliance with these regulatory requirements when examining our operations generally or considering any request for regulatory approval we may make, even requests for approvals on unrelated matters.

We continue to be subject to regulation and supervision as a subsidiary of NAB.

As long as we continue to be controlled by NAB for purposes of the BHC Act, NAB’s regulatory status may impact our regulatory status and hence our ability to expand by acquisition or engage in new activities. For example, unsatisfactory examination ratings or enforcement actions regarding NAB could impact our ability or preclude us from obtaining any necessary approvals or informal clearance for the foregoing. Furthermore, to the extent that we are required to obtain regulatory approvals under the BHC Act to make acquisitions or expand our activities, as long as NAB controls us, NAB would also be required to obtain BHC Act approvals for such acquisitions or activities as well. In addition, because we continue to be partially owned by NAB, we are also subject to indirect regulation and supervision by APRA through APRA’s broad powers to give legally enforceable directions to NAB in certain circumstances. See “Item 1. Business—Supervision and Regulation—Regulatory Impact of Control by NAB” for more information.

We are required to act as a source of financial and managerial strength for our bank in times of stress.

Under federal law and longstanding Federal Reserve policy, we are expected to act as a source of financial and managerial strength to our bank, and to commit resources to support our bank if necessary. We may be required to commit additional resources to our bank at times when we may not be in a financial position to provide such resources or when it may not be in our, or our stockholders’ or creditors’, best interests to do so. Providing such support is more likely during times of financial stress for us and our bank, which may make any capital we are required to raise to provide such support more expensive than it might otherwise be. In addition, any capital loans we make to our bank are subordinate in right of payment to depositors and to certain other indebtedness of our bank. In the event of our bankruptcy, any commitment by us to a federal banking regulator to maintain the capital of our bank will be assumed by the bankruptcy trustee and entitled to priority of payment.

We may be subject to more stringent capital requirements in the future.

We are subject to regulatory requirements specifying minimum amounts and types of capital that we must maintain. From time to time, the regulators change these regulatory capital adequacy guidelines. If we fail to meet these minimum capital guidelines and other regulatory requirements, we or our subsidiaries may be restricted in the types of activities we may conduct and we may be prohibited from taking certain capital actions, such as paying dividends and repurchasing or redeeming capital securities.

In particular, the capital requirements applicable to us under the recently adopted capital rules implementing the Basel III capital framework in the United States will begin to be phased-in starting in 2015. Once these new rules take effect, we will be required to satisfy additional, more stringent, capital adequacy standards than we have in the past. In addition, if we become subject to

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annual stress testing requirements, our stress test results may have the effect of requiring us to comply with even greater capital requirements. While we expect to meet the requirements of the new Basel III-based capital rules, we may fail to do so. In addition, these requirements could have a negative impact on our ability to lend, grow deposit balances, make acquisitions or make capital distributions in the form of dividends or share repurchases. Higher capital levels could also lower our return on equity.

Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities.

Our business is subject to increased litigation and regulatory risks as a result of a number of factors, including the highly regulated nature of the financial services industry and the focus of state and federal prosecutors on banks and the financial services industry generally. This focus has only intensified since the recent financial crisis, with regulators and prosecutors focusing on a variety of financial institution practices and requirements, including foreclosure practices, compliance with applicable consumer protection laws (including, in foreign jurisdictions, products similar to our fixed-term tailored business loan products), classification of held for sale assets and compliance with anti-money laundering statutes, the Bank Secrecy Act and sanctions imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

In the normal course of business, from time to time, we are or have been named as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions included claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. In addition, while the arbitration provisions in certain of our customer agreements historically have limited our exposure to consumer class action litigation, there can be no assurance that we will be successful in enforcing our arbitration clause in the future. We may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business. Any such legal or regulatory actions may subject us to substantial compensatory or punitive damages, significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. Our involvement in any such matters, even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation and divert management attention from the operation of our business. Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding or investigation by government agencies may result in litigation, investigations or proceedings as other litigants and government agencies begin independent reviews of the same activities. As a result, the outcome of legal and regulatory actions could be material to our business, results of operations, financial condition and cash flows depending on, among other factors, the level of our earnings for that period, and could have a material adverse effect on our business, financial condition or results of operations.

Increases in FDIC insurance premiums may adversely affect our earnings.

Our bank’s deposits are insured by the FDIC up to legal limits and, accordingly, our bank is subject to FDIC deposit insurance assessments. We generally cannot control the amount of premiums our bank will be required to pay for FDIC insurance. Once our bank exceeds $10 billion in assets, the method for calculating its FDIC assessments will change and we expect our bank’s FDIC assessments will increase as a result. See “Item 1. Business—Supervision and Regulation—Deposit Insurance.” In addition, the FDIC recently increased the deposit insurance fund’s target reserve ratio to 2.0% of insured deposits following the Dodd-Frank Act’s elimination of the 1.5% cap on the insurance fund’s reserve ratio and has put in place a restoration plan to restore the deposit insurance fund to its 1.35% minimum reserve ratio mandated by the Dodd-Frank Act by September 30, 2020. Additional increases in assessment rates may be required in the future to achieve this targeted reserve ratio. In addition, higher levels of bank failures in recent years and increases in the statutory deposit insurance limits have increased resolution costs to the FDIC and put pressure on the deposit insurance fund. In response, the FDIC increased assessment rates on insured institutions, charged a special assessment to all insured institutions as of June 30, 2009, and required banks to prepay three years’ worth of premiums on December 30, 2009. If there are additional financial institution failures, our bank may be required to pay even higher FDIC insurance premiums than the recently increased levels, or the FDIC may charge additional special assessments. Future increases of FDIC insurance premiums or special assessments could have a material adverse effect on our business, financial condition or results of operations.

We are subject to the CRA and fair lending laws, and our failure to comply with these laws could lead to material penalties.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The U.S. Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA or fair

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lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. The costs of defending, and any adverse outcome from, any such challenge could damage our reputation or could have a material adverse effect on our business, financial condition or results of operations.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by these laws. For example, our business is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions) and (iii) requires we develop, implement and maintain a written comprehensive information security program containing safeguards appropriate based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various state and federal banking regulators and states have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Moreover, legislators and regulators in the United States are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer or employee information, and some of our current or planned business activities. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives. This includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level, such as with regard to mobile applications.

Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting customer or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services, which could have a material adverse effect on our business, financial conditions or results of operations. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions and damage to our reputation, which could have a material adverse effect on our business, financial condition or results of operations.

Our use of third party vendors and our other ongoing third party business relationships are subject to increasing regulatory requirements and attention.

We regularly use third party vendors as part of our business. We also have substantial ongoing business relationships with other third parties. These types of third party relationships are subject to increasingly demanding regulatory requirements and attention by our federal bank regulators. Recent regulation requires us to enhance our due diligence, ongoing monitoring and control over our third party vendors and other ongoing third party business relationships. In certain cases we may be required to renegotiate our agreements with these vendors to meet these enhanced requirements, which could increase our costs. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third party vendors or other ongoing third party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect our business, financial condition or results of operations.

Risks Related to Our FDIC-Assisted Acquisition of TierOne Bank

Our bank has purchased certain assets and assumed certain liabilities of TierOne Bank in an FDIC-assisted transaction.

On June 4, 2010, our bank acquired certain assets and assumed certain liabilities of TierOne Bank from the FDIC in an assisted transaction, which could present additional risks to our business. Although this transaction provides for FDIC assistance to our bank to mitigate certain risks, such as sharing exposure to loan losses and providing indemnification against certain liabilities of the

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former TierOne Bank, we are still subject to some of the same risks we face in acquiring another bank in a negotiated transaction, including risks associated with maintaining customer relationships and failure to realize the anticipated acquisition benefits in the amounts and within the timeframes we expect.

Our decisions regarding the fair value of assets acquired and our estimated loss-sharing indemnification asset may be inaccurate.

We make various assumptions and judgments about the collectability of acquired loan portfolios, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans. In the FDIC-assisted transaction, we recorded a fair value adjustment and a related loss-sharing indemnification asset, representing 80% of expected credit losses. We have subsequently analyzed the portfolio on a regular basis, taking into account historical loss experience, volume and classification of loans, volume and trends in delinquencies and nonaccruals, local economic conditions and other pertinent information. As a result of these analyses, we have recorded allowance for loan losses, partially offset by additional indemnification assets, to address subsequent impairment in certain loans and pools of loans. While we believe that our current levels of fair value adjustments and allowance for loan losses are adequate to absorb future losses that may occur in the acquired loan portfolio, if our assumptions are incorrect, our actual losses could be higher than estimated and increased loss reserves may be needed to respond to different economic conditions or adverse developments in the acquired loan portfolio. Any increase in future loan losses could have a material adverse effect on our business, financial condition or results of operations.

Our ability to obtain reimbursement under the loss-sharing agreements on covered assets depends on our compliance with the terms of the loss-sharing agreements.

The loss-sharing agreements contain specific terms and conditions regarding the management of the covered assets that our bank must follow to receive reimbursement on losses from the FDIC. At September 30, 2014, $234.0 million of loans and $10.6 million of OREO was eligible for reimbursement to our bank. Under the loss-sharing agreements, our bank must, among other things:

• manage and administer the covered assets in a manner consistent with its usual and prudent business and banking practices and, with respect to single family shared-loss loans, the procedures (including collection procedures) customarily employed by our bank in servicing and administering mortgage loans for its own account and the servicing procedures established by FNMA or the Federal Home Loan Mortgage Corporation, as in effect from time to time, and in accordance with accepted mortgage servicing practices of prudent lending institutions;

• exercise its best judgment in managing, administering and collecting amounts on covered assets;

• use commercially reasonable efforts to maximize recoveries with respect to losses on single family shared-loss assets and best efforts to maximize collections with respect to commercial shared-loss assets;

• retain sufficient staff to perform the duties under the loss-sharing agreements;

• adopt and implement accounting, reporting, record-keeping and similar systems with respect to the commercial shared-loss assets;

• comply with the terms of the modification guidelines approved by the FDIC or another federal agency for any single-family shared-loss loan;

• provide notice with respect to proposed transactions pursuant to which a third party or affiliate will manage, administer or collect any commercial shared-loss assets;

• file monthly and quarterly certificates with the FDIC specifying the amount of losses, charge-offs and recoveries;

• undergo periodic reviews by the FDIC and their agents to assess our bank’s operations and compliance with these requirements; and

• maintain books and records sufficient to ensure and document compliance with the terms of the loss- sharing agreements.

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The terms of the loss-sharing agreements are extensive and failure to comply with any of the guidelines could result in a specific asset or group of assets permanently losing their loss-sharing coverage. No assurances can be given that we will manage the covered assets in such a way as to always maintain loss-sharing coverage on all such assets and fully recover the value of our loss-sharing asset, and any loss-sharing coverage could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Our Controlling Stockholder

NAB has significant control over us, and its interests may conflict with ours or our other stockholders' in the future.

Immediately following our initial public offering, NAB indirectly beneficially owned approximately 68.2% of our common stock. As a result, NAB continues to have significant control over us. Going forward, NAB’s degree of control will depend on, among other things, its level of ownership of our common stock and its ability to exercise certain rights under the terms of the Stockholder Agreement that we entered into with NAB in connection with our initial public offering. NAB will be entitled to exercise most of its rights under the Stockholder Agreement until the date that NAB ceases to control us for purposes of the BHC Act. We and NAB believe that NAB will not have a reasonable opportunity to seek a non-control determination under the BHC Act until NAB owns less than 25% of our outstanding common stock, although NAB’s ownership interest may need to be substantially less than 25% in order for NAB to obtain a non-control determination.

Under the Stockholder Agreement, NAB will be entitled to designate nominees for election to our board of directors (the number of which will depend on its level of ownership) and make certain appointments to committees of our board. For so long as NAB controls more than 50% of our outstanding common stock, it will be able to determine the outcome of all matters requiring approval of stockholders, cause or prevent a change of control of our company and preclude all unsolicited acquisitions of our company, including transactions that may be in the best interests of our stockholders. Further, following the completion of this offering until the earlier of (i) the date that NAB ceases to control us for purposes of the BHC Act and (ii) the one-year anniversary of the date when NAB ceases to directly or indirectly beneficially own 50% of our outstanding common stock, NAB will have the right to designate a majority of the nominees for election to our board of directors. If NAB continues to control us for purposes of the BHC Act following such one-year anniversary, NAB will have the right to designate for nomination and election a number of individuals equal to the number of independent directors nominated to serve on our board (other than any independent directors who have been designated by NAB) minus two until such time as NAB ceases to have such control. Following the date that NAB ceases to control us for purposes of the BHC Act, NAB will have the right to designate one nominee for election to our board of directors so long as NAB continues to beneficially own at least 5% of our outstanding common stock.

Until the date that NAB ceases to control us for purposes of the BHC Act, we will be required to obtain NAB’s prior written approval before undertaking (or permitting or authorizing any of our subsidiaries to undertake) various significant corporate actions, including engaging in certain business activities, entrance into mergers or consolidations, entrance into amendments to or terminations of material agreements, issuance of capital stock (subject to certain exceptions), incurrence or guarantee of indebtedness in excess of certain thresholds (subject to certain exceptions), termination of our or our bank’s Chief Executive Officer or Chief Financial Officer (other than for cause) and certain other significant transactions.

NAB’s concentration of voting power and veto rights could deprive stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of our company, and could affect the market price of our common stock. NAB’s interests may differ from our interests or those of our other stockholders. NAB will have access to our internal information in the same manner and to the same extent as we provided immediately prior to our initial public offering and may affect the management of our business, or exercise its voting power, consent rights or information access in a manner unfavorable to our other stockholders. Moreover, NAB may be able to exercise its veto and other rights under the Stockholder Agreement for an extended period of time, depending on whether and when NAB is able to obtain a non-control determination from the Federal Reserve. In addition, although the Stockholder Agreement may only be assigned with the written consent of both parties, NAB, as our controlling stockholder, will have the ability to cause us to consent to NAB’s assignment of its rights under the Stockholder Agreement. Such assignment could be to one or more persons whose interests may differ from ours, including a direct or indirect competitor who may use the rights to harm our business and our stockholders. We will also continue to be subject to the regulatory supervision applicable to NAB and companies under its control. See “—Risks Related to the Regulatory Oversight of Our Business.” Accordingly, NAB’s control over us and the consequences of such control could have a material adverse effect on our business and business prospects and negatively impact the trading price of our common stock.

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We may fail to replicate or replace functions, systems and infrastructure provided by NAB before our initial public offering, and NAB may fail to perform the services provided for in the Transitional Services Agreement.

Although, historically, we have operated largely as a standalone company without significant services being received from NAB, NAB has provided certain financial, personnel and administrative support to us. NAB has no obligation to provide any support to us other than the limited services being provided pursuant to the Transitional Services Agreement. Under this agreement, NAB has agreed to continue to provide us with certain services currently provided to us by NAB for the applicable transitional period, including continuing to act as a counterparty to us on interest rate swaps and providing fair value calculations related to specified loans and interest rate swaps consistent with past practice, access to certain reporting systems and applications, certain risk, credit rating and tax oversight currently provided to us by NAB and certain insurance coverage under NAB’s group-wide insurance policies, for a period of time following our initial public offering. NAB has also agreed to continue to provide us with access to NAB systems required for us to continue reporting to NAB financial and other information consistent with our status immediately following our initial public offering as a consolidated NAB subsidiary. We currently expect to incur aggregate annual costs of approximately $1.8 million for all services provided by NAB under the Transitional Services Agreement, though our actual costs may vary.

We are currently expanding our infrastructure to replicate or replace the services provided by NAB under the Transitional Services Agreement that we will continue to need in the operation of our business following the termination of that agreement. Although we have negotiated the terms of the Transitional Services Agreement on an arms’-length basis, we cannot provide assurance that we could obtain these services at the same or better levels or at the same or lower costs from third party providers. As a result, when NAB ceases providing these services to us, either as a result of the termination of the Transitional Services Agreement or a failure by NAB to perform its obligations under the Transitional Services Agreement, our costs of procuring these services or comparable replacement services may increase, may result in service interruptions and may divert management attention from other aspects of our operations. In particular, our cost of procuring insurance coverage for our business could increase following the termination of the Transitional Services Agreement as we lose the ability to leverage NAB’s relationships with insurance providers. While we do not expect any increase in cost associated with replicating and replacing services provided to us under the Transitional Services Agreement to be material, there is a risk that these costs could have a material adverse effect on our business, financial condition or results of operations.

As long as NAB owns a majority of our common stock, we will rely on certain of the exemptions from the corporate governance requirements of the NYSE available for “controlled companies.”

We are currently a “controlled company” within the meaning of the corporate governance listing standards of the NYSE because NAB continues to own more than 50% of our outstanding common stock. A controlled company may elect not to comply with certain corporate governance requirements of the NYSE. Consistent with this, the Stockholder Agreement provides that, so long as we are a controlled company, we will not be required to comply with the requirements to have a majority of independent directors or to have the corporate governance and nominating committee and compensation committee of our board of directors consist entirely of independent directors. Six of the nine members of our board of directors, and one member of each of the corporate governance and nominating committee and compensation committee of our board of directors, do not currently qualify as “independent directors” under the applicable rules of the NYSE. As a result, investors in our common stock do not have certain of the protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

NAB may not complete the divestiture of our common stock that it owns as planned or at all.

On August 29, 2014 in Australia, NAB announced that it intends to divest itself of our bank over time, subject to market conditions. NAB’s announced divestiture of our bank is consistent with its strategy of focusing on its core Australian and New Zealand franchises. Our initial public offering, through which NAB indirectly sold 18,400,000 shares of our common stock representing 31.8% of NAB’s ownership interest in us at the time of sale, was the first stage of NAB’s planned divestment. Immediately following our initial public offering, NAB continued to beneficially own 68.2% of our outstanding common stock. The timing of any subsequent sales by NAB of shares of our common stock is unknown at this time and will be subject to market conditions and the lock-up agreement entered into by NAB in connection with our initial public offering.

Although NAB has indicated that it intends to divest 100% of its ownership in our company over time, subject to market conditions and other considerations, it may not be able to do so. Any delay by NAB in completing, or uncertainty about its ability or intention to complete, the divestiture of our common stock that it owns on the planned timetable, on the contemplated terms (including

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at the contemplated capital and liquidity levels), or at all, could have a material adverse effect on our company and the market price for our common stock.

Conflicts of interest and other disputes may arise between NAB and us that may be resolved in a manner unfavorable to us and our other stockholders.

Conflicts of interest and other disputes may arise between NAB and us in connection with our past and ongoing relationships, and any future relationships we may establish in a number of areas, including, but not limited to, the following:

• Contractual Arrangements. We entered into several agreements with NAB prior to the completion of our initial public offering that provide a framework for our ongoing relationship with NAB, including a Stockholder Agreement, Transitional Services Agreement and a Registration Rights Agreement. The Stockholder Agreement will provide NAB with certain governance rights, including board and committee membership rights, and approval rights over our business, as well as obligate us to comply with certain covenants including certain information rights, access privileges and confidentiality matters. For example, we will be required to obtain the written consent of NAB prior to engaging in certain acquisitions and similar transactions, acquiring or disposing of assets, liabilities or securities with a value in excess of $5 million or entering into, terminating or modifying a material contract, among other matters relating to our business and structure, for so long as NAB continues to control us for purposes of the BHC Act. The Transitional Services Agreement will govern the continued provision of certain services to us by NAB for specified transition periods. The Registration Rights Agreement will govern our obligation to register shares of our common stock beneficially owned by NAB under certain circumstances. Disagreements regarding the rights and obligations of NAB or us under each of these agreements could create conflicts of interest for certain of our directors and officers, as well as actual disputes that may be resolved in a manner unfavorable to us and our other stockholders. Interruptions to or problems with services provided under the Transitional Services Agreement could result in conflicts between us and NAB that increase our costs both for the processing of business and the potential remediation of disputes. Although we believe each of these agreements contains commercially reasonable terms, the terms of these agreements may later prove not to be in the best interests of our future stockholders or may contain terms more or less favorable than we could obtain from third parties. In addition, certain of our officers negotiating these agreements may appear to have conflicts of interest as a result of their employment with NAB or Bank of New Zealand at the time these agreements were negotiated. However, we have entered into employment agreements with these individuals, and their employment with NAB or Bank of New Zealand, as applicable, has terminated.

• Competing Business Activities. In the ordinary course of its business, NAB may also engage in activities where NAB’s interests conflict or are competitive with our or our other stockholders’ interests. These activities may include NAB’s interests in any transactions it conducts with us (including any interest rate swaps we may enter into with NAB to manage the interest rate risk associated with certain of our long-term fixed-rate loans), any exercise by NAB of its rights to register and sell additional stock under the Registration Rights Agreement, any sale by NAB of a controlling interest in us to a third party or, subject to the terms of the Stockholder Agreement, any investments by NAB in, or business activities conducted by NAB for, one or more of our competitors. Any of these disputes or conflicts of interests that arise may be resolved in a manner adverse to us or to our stockholders other than NAB and its affiliates. Subject to the non-competition restrictions contained in the Stockholder Agreement, NAB also may pursue acquisition and other opportunities that may be part of or complementary to our business, and, as a result, those acquisition opportunities may not be available to us. As a result, our future competitive position and growth potential could be adversely affected.

• Cross Officerships, Directorships and Stock Ownership. Those members of our board of directors nominated by NAB may have, or appear to have, conflicts of interest with respect to certain of our operations as a result of any roles they may have as officers or employees of NAB or any of its affiliates or any investments or interests they may own in companies that compete with our business. The ownership interests of our directors or executive officers in the common stock of NAB could create, or appear to create, conflicts of interest when directors and executive officers are faced with decisions that could have different implications for the two companies. For example, these decisions could relate to (i) the nature, quality and cost of services rendered to us by NAB, (ii) disagreement over

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the desirability of a potential business or acquisition opportunity or business plans, (iii) employee retention or recruiting or (iv) our dividend policy.

• Business Opportunities. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, none of NAB or any of its affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. As a result of these charter provisions, our future competitive position and growth potential could be adversely affected.

These and other conflicts of interest and potential disputes could have a material adverse effect on our business, financial condition, results of operations or on the market price of our common stock.

Risks Related to Our Common Stock

Our stock price may be volatile, and our stockholders could lose part or all of their investment as a result.

Stock price volatility may make it more difficult for our stockholders to resell their common stock when they want and at prices they find attractive. Our stock price may fluctuate significantly in response to a variety of factors including, among other things:

• actual or anticipated variations in our quarterly results of operations;

• recommendations or research reports about us or the financial services industry in general published by securities analysts;

• the failure of securities analysts to cover, or continue to cover, us;

• operating and stock price performance of other companies that investors deem comparable to us;

• news reports relating to trends, concerns and other issues in the financial services industry;

• perceptions in the marketplace regarding us, our competitors or other financial institutions;

• future sales of our common stock;

• departure of our management team or other key personnel;

• new technology used, or services offered, by competitors;

• significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;

• failure to integrate acquisitions or realize anticipated benefits from acquisitions;

• changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations;

• litigation and governmental investigations; and

• geopolitical conditions such as acts or threats of terrorism or military conflicts.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to litigation that, even if our defense is successful, could distract our management and be costly to defend. General market fluctuations, industry factors and general economic and political conditions and events—such as economic slowdowns or recessions, interest rate changes or credit loss trends—could also cause our stock price to decrease regardless of operating results.

We may not pay dividends on our common stock in the future.

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Holders of our common stock are entitled to receive only such dividends as our board of directors may declare out of funds legally available for such payments. However, our board of directors may, in its sole discretion, change the amount or frequency of dividends or discontinue the payment of dividends entirely. In addition, we are a bank holding company, and our ability to declare and pay dividends is dependent on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. In addition, our ability to pay dividends depends primarily on our receipt of dividends from our bank, the payment of which is subject to numerous limitations under federal and state banking laws, regulations and policies. See “Item 1. Business—Supervision and Regulation—Dividends; Stress Testing.” As a consequence of these various limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock. Any change in the level of our dividends or the suspension of the payment thereof could have a material adverse effect on the market price of our common stock.

Future sales of our common stock in the public market, including expected sales by NAB, could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute the ownership interests of our stockholders.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock available for sale or from the perception that such sales could occur. These sales, or the possibility that these sales may occur, also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate. As of December 8, 2014, we had a total of 57,886,114 outstanding shares of common stock. Of the outstanding shares, approximately 18,400,000 are freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with certain limitations under applicable law.

In particular, the 39,486,114 shares outstanding beneficially owned by NAB are subject to certain restrictions on resale. NAB has agreed with the underwriters not to offer, pledge, sell, or otherwise dispose of or hedge any shares of our common stock, subject to certain exceptions, for the 180-day period following October 14, 2014, the date of the prospectus used in connection with our initial public offering, without the prior consent of Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. NAB and our officers and directors have entered into similar lock-up agreements with the underwriters. The underwriters may, at any time, release us, NAB or any of our officers or directors from this lock-up agreement and allow us to sell shares of our common stock within this 180-day period. Upon the expiration of these lock-up agreements, all of such shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that NAB will continue to be considered an affiliate based on its current share ownership, as well as its rights under the Stockholder Agreement.

In connection with our initial public offering, we also entered into the Registration Rights Agreement with NAB which grants NAB demand and “piggyback” registration rights with respect to the shares of our common stock that NAB beneficially owns. NAB may exercise its demand and piggyback registration rights at any time, subject to certain limitations, and any shares of our common stock registered pursuant to NAB’s registration rights will be freely tradable in the public market, other than any shares acquired by any of our affiliates. NAB has announced that this offering is the first stage of its planned divestment of its U.S. retail banking operations and that, subject to market conditions and other considerations, it intends to divest 100% of its ownership in our company over time.

As restrictions on resale end, the market price of our shares of common stock could drop significantly. The timing and manner of the sale of NAB’s remaining ownership of our common stock remains uncertain, and we have no control over the manner in which NAB may seek to divest such remaining shares. NAB could elect to sell its common stock in a number of different ways, including in a number of tranches via future registrations or, alternatively, by the sale of all or a significant tranche of such remaining shares to a single third party purchaser. Any such sale would impact the price of our shares of common stock and there can be no guarantee that the price at which NAB is willing to sell its remaining shares will be at a level that our board of directors would be prepared to recommend to holders of our common stock or that our stockholders determine adequately values our shares of common stock.

We have also filed a registration statement registering 897,222 shares of our common stock for issuance pursuant to awards granted under the equity incentive plans that we have adopted. We may increase the number of shares registered for this purpose from time to time. Once we issue these shares, their holders will be able to sell them in the public market.

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We cannot predict the size of future issuances or sales of our common stock or the effect, if any, that future issuances or sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.

NAB may sell a controlling interest in us to a third party in a private transaction, which may not lead to the realization of any change-of-control premium on shares of our common stock held by stockholders other than NAB and may subject us to the control of a presently unknown third party.

NAB continues to beneficially own a significant equity interest of our company and has the ability, should it choose to do so, to sell some or all of its shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company.

The ability of NAB to privately sell its shares of our common stock, with no requirement for a concurrent offer to be made to acquire all of the shares of our outstanding common stock that will be publicly traded hereafter, could prevent our stockholders other than NAB from realizing any change-of-control premium on their shares of our common stock that may accrue to NAB on its private sale of our common stock. In addition, if NAB privately sells its significant equity interest in our company, we may become subject to the control of a presently unknown third party. Such third party may have interests that conflict with those of other stockholders. In addition, if a third party acquires a controlling interest in us, NAB may terminate the Transitional Services Agreement and other transitional arrangements, and our other commercial agreements and relationships could be impacted, all of which may adversely affect our ability to run our business and could have a material adverse effect on our business, financial condition or results of operations.

Certain banking laws and certain provisions of our certificate of incorporation may have an anti-takeover effect.

Provisions of federal banking laws, including regulatory approval requirements, could make it difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our stockholders. Acquisition of 10% or more of any class of voting stock of a bank holding company or depository institution, including shares of our common stock, generally creates a rebuttable presumption that the acquirer “controls” the bank holding company or depository institution. Also, a bank holding company must obtain the prior approval of the Federal Reserve before, among other things, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, including our bank.

There also are provisions in our amended and restated certificate of incorporation and amended and restated bylaws, such as limitations on the ability to call a special meeting of our stockholders, and the classification of our board of directors into three separate classes each serving for three-year terms, that may be used to delay or block a takeover attempt. In addition, our board of directors will be authorized under our amended and restated certificate of incorporation to issue shares of our preferred stock, and determine the rights, terms conditions and privileges of such preferred stock, without stockholder approval. These provisions may effectively inhibit a non-negotiated merger or other business combination, which, in turn, could have a material adverse effect on the market price of our common stock.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation. This choice of forum provision may limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers,

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employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our corporate headquarters is located at 100 N. Phillips Ave, Sioux Falls, South Dakota 57104, and we have two leased facilities in Sioux Falls for our data center and operations centers. In addition to our corporate headquarters, we operate from 162 branch offices located in 116 communities in South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri. We lease 36 of our branch offices, all on market terms, and we own the remainder of our offices, including our main office. All of our banking offices are in free-standing, permanent facilities. We generally believe our existing and contracted-for facilities are adequate to meet our requirements.

ITEM 3. LEGAL PROCEEDINGS

From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would be material to our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Approximate Number of Holders of Common Stock

As of December 8, 2014, there were approximately 3 holders of record of our common stock.

Dividends

We intend to pay quarterly cash dividends on our common stock at an initial amount of approximately $0.12 per share, subject to approval by our board of directors. Although we expect to pay dividends according to our dividend policy, we may elect not to pay dividends. Any declarations of dividends will be at the discretion of our board of directors. In determining the amount of any future dividends, our board of directors will take into account: (i) our financial results; (ii) our available cash, as well as anticipated cash requirements (including debt servicing); (iii) our capital requirements and the capital requirements of our subsidiaries (including our bank); (iv) contractual, legal, tax and regulatory restrictions on, and implications of, the payment of dividends by us to our stockholders or by our bank to us; (v) general economic and business conditions; and (vi) any other factors that our board of directors may deem relevant. Therefore, there can be no assurance that we will pay any dividends to holders of our stock, or as to the amount of any such dividends. See “Item 1A. Risk Factors—Risks Related to Our Common Stock—We may not pay dividends on our common stock in the future.”

Our ability to declare and pay dividends on our stock is also subject to numerous limitations applicable to bank holding companies under federal and state banking laws, regulations and policies. Federal bank regulators are authorized to determine under certain circumstances relating to the financial condition of a bank holding company or a bank that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, under the General Corporation Law of the State of Delaware, we may only pay dividends from legally available surplus or, if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and the preceding fiscal year. Surplus is generally defined as the excess of the fair value of our total assets over the sum of the fair value of our total liabilities plus the aggregate par value of our issued and outstanding capital stock.

Because we are a holding company and do not engage directly in other business activities of a material nature, our ability to pay dividends on our stock depends primarily upon our receipt of dividends from our bank, the payment of which is subject to numerous limitations under federal and state banking laws, regulations and policies. In general, dividends by our bank may only be declared from its net profits and may be declared no more than once per calendar quarter. The approval of the South Dakota Director of Banking is required if our bank seeks to pay aggregate dividends during any calendar year that would exceed the sum of its net profits from the year to date and retained net profits from the preceding two years, minus any required transfers to surplus. Moreover, under the FDIA an insured depository institution may not pay any dividends if the institution is undercapitalized or if the payment of the dividend would cause the institution to become undercapitalized. In addition, the federal bank regulatory agencies have issued policy statements providing that FDIC-insured depository institutions and their holding companies should generally pay dividends only out of their current operating earnings. See “Item 1. Business—Supervision and Regulation—Dividends; Stress Testing” for more information on federal and state banking laws, regulations and policies limiting our and our bank’s ability to declare and pay dividends. The current and future dividend policy of our bank is also subject to the discretion of its board of directors. Our bank is not obligated to pay dividends to us. For additional information, see “Item 1A. Risk Factors—Risks Related to Our Business—We rely on dividends and other payments from our bank for substantially all of our revenue” and “Item 1A. Risk Factors—Risks Related to Our Common Stock—We may not pay dividends on our common stock in the future.”

None of the indentures governing our outstanding junior subordinated debentures contain covenants limiting our ability or the ability of our subsidiaries to pay dividends, absent a default under the terms of the indenture, or under our guarantee of the trust preferred securities issued by our affiliate that owns the applicable debentures, or a deferral of the payment of interest on such debentures in accordance with the terms of the applicable indenture.

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Under our amended and restated certificate of incorporation, holders of our common stock and non-voting common stock will be equally entitled to receive ratably such dividends as may be declared from time to time by our board of directors out of legally available funds. No shares of our non-voting common stock are currently outstanding.

Prior to the completion of our initial public offering, Great Western declared and paid dividends to National Americas Investment, Inc., as the sole beneficial owner of its common stock, on a semi-annual basis. Great Western declared and paid to National Americas Investment, Inc. three dividends during fiscal year 2014, including an accelerated dividend in September 2014 related to fiscal year 2014 earnings, totaling $102.0 million.

Price Range of Common Stock

Our common stock trades on the New York Stock Exchange under the ticker symbol “GWB”. Our common stock was initially offered and sold to the public at a price of $18.00 per share and has been publicly traded since October 15, 2014. Prior to that date, there was no public market in our stock. Since our common stock began trading on the New York Stock Exchange on October 15, 2014, the high and low closing prices, through December 8, 2014, were $23.25 and $18.00, respectively.

Securities Authorized for Issuance under Equity Compensation Plan

Prior to the completion of our initial public offering, we did not have any equity compensation plans authorized to issue shares of our common stock. The following table provides information as of October 20, 2014, the date of the completion of our initial public offering, about our common stock that has been or may be issued under our equity compensation plans, which consist of the Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan and the Great Western Bancorp, Inc. 2014 Non-Employee Director Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options and rights (a)		Weighted average exercise price of outstanding options (b)			Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)	301,445	(1)	$	18.00	(1)	595,777
Equity compensation plans not approved by security holders(2)	—		—			—
TOTAL	301,445		$	18.00		595,777

(1) Each of our equity compensation plans was approved by National Americas Holdings LLC, as our sole stockholder, on October 10, 2014.

Purchases of Equity Securities

We did not repurchase any of our common stock during fiscal year 2014.

Recent Sales of Unregistered Equity Securities

On October 20, 2014, we completed our initial public offering. As part of our formation in preparation for our initial public offering, on July 9, 2014 we issued and sold 100 shares of our common stock to National Americas Holdings LLC, an indirect, wholly owned subsidiary of NAB, for aggregate cash consideration of $100. This transaction was exempt from registration under the Securities Act. In addition, on October 17, 2014, we effected a 578,861.14-for-1 split of our outstanding common stock.

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ITEM 6. SELECTED FINANCIAL DATA

The following tables present our selected consolidated financial data as of and for the dates and periods indicated. We derived the selected consolidated financial data set forth below for the fiscal years ended September 30, 2014, 2013 and 2012 and as of September 30, 2014 and 2013 from our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data presented below is not indicative of our future results for any period. The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and related notes and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K. The historical financial information below also contains non-GAAP financial measures, which have not been audited.

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	At and for the fiscal year ended September 30,
	2014			2013			2012
	(dollars in thousands)
Income Statement Data:
Interest and dividend income	$	346,125		$	294,257		$	344,304
Interest expense	32,052			39,161			50,971
Net interest income	314,073			255,096			293,333
Provision (recovery) for loan losses	684			11,574			30,145
Net interest income, after provision (recovery) for loan losses	313,389			243,522			263,188
Noninterest income	58,054			74,904			82,153
Noninterest expense	212,144			168,285			228,188
Income before income taxes	159,299			150,141			117,153
Provision for income taxes	54,347			53,898			44,158
Net income	$	104,952		$	96,243		$	72,995
Cash net income(1)	$	117,923		$	112,289		$	89,397
Other Financial Info / Performance Ratios:
Net interest margin	3.88		%	3.24		%	3.98		%
Adjusted net interest margin(2)	3.73		%	3.76		%	3.72		%
Adjusted efficiency ratio(3)	50.4		%	50.6		%	52. 8%
Return on average total assets	1.14		%	1.07		%	0.85		%
Return on average common equity	7.34		%	6.97		%	5.40		%
Return on average tangible common equity(1)	16.6		%	17.5		%	15.0		%
Balance Sheet Data:
Loans(4)	$	6,787,467		$	6,362,673		$	6,138,574
Allowance for loan losses	47,518			55,864			71,878
Securities	1,341,242			1,480,449			1,581,875
Goodwill	697,807			697,807			697,807
Total assets	9,371,429			9,134,258			9,008,252
Total deposits	7,052,180			6,948,208			6,884,515
Total liabilities	7,950,339			7,717,044			7,619,689
Total stockholder’s equity	1,421,090			1,417,214			1,388,563
Asset Quality Ratios:
Nonperforming loans / total loans	1.16		%	2.03		%	2.76		%
Allowance for loan losses / total loans	0.70		%	0.88		%	1.17		%
Net charge-offs / average total loans	0.14		%	0.44		%	0.54		%
Capital Ratios:
Tier 1 capital ratio	11.8		%	12.4		%	11.9		%
Total capital ratio	12.9		%	13.8		%	13.7		%
Tier 1 leverage ratio	9.1		%	9.2		%	8.3		%
Tangible common equity to tangible assets(5)	8.2		%	8.2		%	7.8		%

(1) Two of the financial measures we use to evaluate our profitability and performance are cash net income and return on average tangible common equity, which are not presented in accordance with U.S. generally accepted accounting principles, or GAAP. We compute our cash net income by adding to net income (and thereby effectively excluding) amortization expense relating to intangible assets and related tax effects that have accumulated as a result of the acquisition of us by NAB and our

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various acquisitions of other institutions as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Business and Financial Statements—Goodwill and Amortization of Other Intangibles.” We compute our return on average tangible common equity as the ratio of our cash net income to our average tangible common equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill and other intangible assets described above from our average common equity. We believe each of these measures is helpful in highlighting 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. The following table shows our cash net income and return on average tangible common equity as well as reconciliations to our net income and return on average common equity, respectively, for the periods indicated:

	Fiscal year ended Sept. 30
	2014			2013			2012
	(dollars in thousands)
Cash net income and return on average tangible common equity:
Net income	$	104,952		$	96,243		$	72,995
Add: Amortization of intangible assets	16,215			19,290			19,646
Add: Tax on amortization of intangible assets	(3,244		)	(3,244		)	(3,244		)
Cash net income	$	117,923		$	112,289		$	89,397
Average common equity	$	1,430,772		$	1,380,296		$	1,352,069
Less: Average goodwill and other intangible assets	719,573			738,140			756,149
Average tangible common equity	$	711,199		$	642,156		$	595,920
Return on average common equity	7.34		%	6.97		%	5.40		%
Return on average tangible common equity	16.6		%	17.5		%	15.0		%

(2) Two of the financial measures we use to evaluate our profitability and efficiency are adjusted net interest margin and adjusted yield on loans other than loans acquired with deteriorated credit quality, which are not presented in accordance with GAAP. We compute each measure by subtracting from net interest income and interest income, respectively, changes in fair value related to interest rates associated with certain of our fixed-rate loans measured at fair value as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rate Swaps Accounted for at Fair Value.” The changes in fair value related to interest rates of these loans are offset by changes in fair value associated with the related fixed-to-floating interest rate swaps we enter into to manage our interest rate risk on these loans. We believe that these measures are helpful in highlighting trends in our business that may not otherwise be apparent when relying solely on our GAAP-calculated results by eliminating these matching and offsetting changes in fair value. The following table shows our adjusted net interest margin as well as a reconciliation to our net interest margin and our adjusted yield on loans other than loans acquired with deteriorated credit quality as well as a reconciliation to unadjusted yield for the periods indicated:

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	Fiscal year ended Sept. 30,
	2014			2013			2012
	(dollars in thousands)
Adjusted net interest income and adjusted net interest margin:
Net interest income	$	314,073		$	255,096		$	293,333
Less: Loan FV adjustment related to interest rates	11,922			(40,305		)	19,369
Adjusted net interest income	$	302,151		$	295,401		$	273,964
Average interest-earning assets	$	8,093,861		$	7,862,860		$	7,367,085
Net interest margin	3.88		%	3.24		%	3.98		%
Adjusted net interest margin	3.73		%	3.76		%	3.72		%
Adjusted interest income and adjusted yield on Loans, other than acquired with deteriorated credit quality, net:
Interest income	$	312,424		$	249,527		$	291,692
Less: Loan FV adjustment related to interest rates	11,922			(40,305		)	19,369
Adjusted interest income	$	300,502		$	289,832		$	272,323
Average Loans, other than acquired with deteriorated credit quality	$	6,311,857		$	5,876,116		$	5,093,013
Yield	4.95		%	4.25		%	5.73		%
Adjusted yield	4.76		%	4.93		%	5.35		%

(3) One of the financial measures we use to evaluate our operational efficiency is our adjusted efficiency ratio, which is not presented in accordance with GAAP. We compute our adjusted efficiency ratio as the ratio of our noninterest expense to our total revenue (equal to the sum of our net interest income and noninterest income). For purposes of this computation, each of our noninterest expense and total revenue are adjusted from their GAAP computation by excluding 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 as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rate Swaps Accounted for at Fair Value.” Our noninterest expense is also adjusted to exclude amounts related to the amortization of core deposits and other intangibles, which are non-cash expense items, and our total revenue is adjusted to include the tax-related benefit associated with our tax-advantaged loans and investments. We believe that our adjusted efficiency ratio is helpful in highlighting trends in our business that may not otherwise be apparent when relying solely on our GAAP-calculated results by eliminating fluctuations resulting from these matching and offsetting changes in fair value related to interest rates and from non-cash expense items which do not represent cash flow expenditures during the relevant period, and by reflecting all tax-related benefits associated with our loan and investment portfolio.

We also present below our unadjusted efficiency ratio. Our unadjusted efficiency ratio is calculated in the same manner as our adjusted efficiency ratio, except that we do not exclude from our noninterest expense and total revenue the effects of changes in fair value related to fluctuations in interest rates on certain of our long-term fixed rate loans and related interest rate swaps as discussed above. Including these amounts increases or decreases both our interest income and noninterest expense in a way we believe does not reflect our results of our operations, materially distorting our efficiency ratio and the related trends. As a result, our management relies on our adjusted efficiency ratio when analyzing our operational efficiency. We have provided the computation of our unadjusted efficiency ratio for comparative purposes only.

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The following table shows our adjusted efficiency ratio as well as a reconciliation with the components used in the calculation for the periods indicated:

	Fiscal year ended Sept. 30,
	2014			2013			2012
	(dollars in thousands)
Adjusted noninterest expense and adjusted efficiency ratio:
Total revenue	$	372,127		$	330,000		$	375,486
Plus: Tax equivalent adjustment	4,663			3,541			2,111
Total revenue (FTE)	376,790			333,541			377,597
Less: Loan FV adjustment related to interest rates	11,922			(40,305		)	19,369
Adjusted revenue	$	364,868		$	373,846		$	358,228
Noninterest expense	$	212,144		$	168,285		$	228,188
Less: Amortization of core deposit and other intangibles	16,215			19,290			19,646
Tangible noninterest expense	195,929			148,995			208,542
Less: Derivatives, net (gain) loss	11,922			(40,305		)	19,369
Adjusted noninterest expense	$	184,007		$	189,300		$	189,173
Adjusted efficiency ratio *	50.4		%	50.6		%	52.8		%
Unadjusted efficiency ratio **	52.0		%	44.7		%	55.2		%
* Calculated as ratio of adjusted noninterest expense to adjusted revenue. ** Calculated as ratio of tangible noninterest expense to total revenue (FTE).

(4) Loans include unpaid principal balance net of unamortized discount on acquired loans and unearned net deferred fees and costs and loans in process.

(5) One of the financial measures we use to evaluate our financial condition is our tangible common equity to tangible assets ratio, which is not presented in accordance with GAAP. We compute this figure as the ratio of our tangible common equity to our tangible assets, each of which we calculate by subtracting (and thereby effectively excluding) the value 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.

The following table shows our tangible common equity to tangible assets ratio as well as a reconciliation with the components used in its calculation for the periods indicated:

	Sept. 30,
	2014			2013			2012
	(dollars in thousands)
Tangible common equity and tangible common equity to tangible assets:
Total stockholder’s equity	$	1,421,090		$	1,417,214		$	1,388,563
Less: Goodwill, core deposits and other intangibles	712,036			728,251			747,552
Tangible common equity	$	709,054		$	688,963		$	641,011
Total assets	$	9,371,429		$	9,134,258		$	9,008,252
Less: Goodwill, core deposits and other intangibles	712,036			728,251			747,552
Tangible assets	$	8,659,393		$	8,406,007		$	8,260,700
Tangible common equity to tangible assets	8.2		%	8.2		%	7.8		%

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Selected Quarterly Results of Operations

We believe the following quarterly unaudited consolidated statements of income data has been prepared on substantially the same basis as our audited consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of our consolidated results of operations for the quarters presented. The historical results for any quarter do not necessarily indicate the results expected for any future period. This unaudited condensed consolidated quarterly data should be read together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

	For the quarter ended:
	Dec. 31, 2012		Mar. 31, 2013		June 30, 2013		Sept. 30, 2013			Dec. 31, 2013			Mar. 31, 2014			June 30, 2014		Sept. 30, 2014
Operating Data:	(dollars in thousands)
Interest and dividend income	$	79,764	$	74,226	$	56,569	$	83,698		$	75,373		$	89,227		$	97,164	$	84,361
Interest expense	11,201		9,942		9,206		8,812			8,630			7,929			7,778		7,715
Noninterest income	21,341		19,027		17,010		17,526			15,099			13,846			14,225		14,884
Noninterest expense	45,667		45,519		22,766		54,333			39,174			57,373			67,476		48,121
Provision for loan losses	10,000		534		3,500		(2,460		)	(875		)	(2,690		)	1,500		2,749
Net income	21,684		23,918		24,318		26,323			28,604			25,970			22,503		27,875
Adjusted net interest income	74,426		72,545		74,874		73,556			75,868			73,251			76,189		76,843
EPS		$0.37		$0.41		$0.42		$0.46			$0.49			$0.45			$0.39		$0.48

One of the financial measures we use to evaluate our profitability is adjusted net interest income, which is calculated in the process of calculating our adjusted net interest margin, and which is not presented in accordance with GAAP. We compute our adjusted net interest income by subtracting from net interest income changes in fair value related to interest rates associated with certain of our fixed-rate loans measured at fair value as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rate Swaps Accounted for at Fair Value.” The changes in fair value related to interest rates of these loans are offset by changes in fair value associated with the related fixed-to-floating interest rate swaps we enter into to manage our interest rate risk on these loans. We believe that our adjusted net interest income is helpful in highlighting trends in our business that may not otherwise be apparent when relying solely on our GAAP-calculated results by eliminating these matching and offsetting changes in fair value. The following table shows our adjusted net interest income as well as a reconciliation to our net interest income for the periods indicated:

	For the quarter ended:
	Dec. 31, 2012			Mar. 31, 2013			June 30, 2013			Sept. 30, 2013		Dec. 31, 2013			Mar. 31, 2014		June 30, 2014		Sept. 30, 2014
Adjusted net interest income:	(dollars in thousands)
Net interest income	$	68,563		$	64,284		$	47,363		$	74,886	$	66,743		$	81,298	$	89,386	$	76,646
Less: Loan FV adjustment related to interest rates	(5,863		)	(8,261		)	(27,511		)	1,330		(9,125		)	8,047		13,197		(197		)
Adjusted net interest income	$	74,426		$	72,545		$	74,874		$	73,556	$	75,868		$	73,251	$	76,189	$	76,843

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The historical consolidated financial data discussed below reflects our historical results of operations and financial condition and should be read in conjunction with our financial statements and related notes thereto presented elsewhere in this Annual Report on Form 10-K. In addition to historical financial data, this discussion includes certain forward-looking statements regarding events and trends that may affect our future results. Such statements are subject to risks and uncertainties that could cause our actual results to differ materially. See “Cautionary Note Regarding Forward-Looking Statements.” For a more complete discussion of the factors that could affect our future results, see “Item 1A. Risk Factors.”

Any discrepancies included in this filing between totals and the sums of percentages and dollar amounts presented, or between rounded dollar amounts, are due to rounding.

Overview

We are a full-service regional bank holding company focused on relationship-based business and agribusiness banking. We serve our customers through 162 branches in attractive markets in seven states: South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri. We were established more than 70 years ago and have achieved strong market positions by developing and maintaining extensive local relationships in the communities we serve. By leveraging our business and agribusiness focus, presence in attractive markets, highly efficient operating model and robust approach to risk management, we have achieved significant and profitable growth—both organically and through disciplined acquisitions. We provide financial results based on a fiscal year ending September 30 and as a single reportable segment.

Growth in our loan portfolio, which totaled $6.82 billion at September 30, 2014, has driven growth in our total assets during fiscal years 2013 and 2014. From September 30, 2009 to September 30, 2014, we have grown our total assets at a CAGR of 12%, our loan portfolio at a CAGR of 15% and our deposit base at a CAGR of 13%. This growth was primarily generated by our acquisition of TierOne Bank in 2010, which represented approximately $2.5 billion of our $3.1 billion total asset growth in fiscal year 2010. From September 30, 2013 to September 30, 2014, our total assets, loan portfolio and deposit base grew by 3%, 7% and 1%, respectively, as our loan growth drove continued asset growth, despite being offset by a reduction in the size of our investment portfolio. We achieved this overall loan growth while adhering to our strategy of focusing growth in the commercial non-real estate and agriculture segments of our portfolio, along with certain sub-segments of commercial real estate loans. Our commercial non-real estate loans represent a range of sectors, including key areas such as agribusiness services, freight and transport, healthcare and tourism. Our agriculture loan portfolio remains well diversified across the range of crops and livestock produced in our markets, including grains (primarily corn, soybeans and wheat), proteins (primarily beef cattle, dairy products and hogs) and other (including cotton and vegetables). Adjusted for the effect of fixed-to-floating interest rate swaps matching certain of our fixed-rate loans, our loan portfolio generally has a short duration, with an average tenor of 1.4 years.

Our asset quality remains strong with continuing declines in nonperforming loans despite our overall loan growth. Total nonperforming loans have decreased from $169.4 million on September 30, 2012 to $129.0 million on September 30, 2013 and $78.9 million on September 30, 2014. Excluding charge-offs on acquired loans subject to purchase accounting fair value adjustments, net charge-offs as a percentage of average total loans have also declined from 54 basis points for fiscal year 2012 to 44 basis points for fiscal year 2013 and 14 basis points for fiscal year 2014. We had $234.0 million book value of loans subject to FDIC loss-sharing arrangements at September 30, 2014, and we continue to run off portions of these loans that we do not consider core to our ongoing operations. To date, we have not had any indemnity claims arising from the FDIC loss-sharing arrangements rejected by the FDIC.

Net income was $105.0 million for fiscal year 2014, an increase of $8.7 million, or 9%, compared $96.2 million for fiscal year 2013, and an increase of $32.0 million compared to fiscal year 2012. Our net interest margin increased to 3.88% for fiscal year 2014 from 3.24% for fiscal year 2013. On an adjusted basis excluding offsetting changes in fair value related to interest rates associated with certain of our loans and interest rate swaps, our adjusted net interest margin of 3.73% represented a decline of 3 basis points compared to fiscal year 2013, primarily due to competition for loan pricing across our footprint that was partially offset by improvements in our deposit funding cost. Our noninterest income declined during fiscal year 2014 primarily as a result of slower home mortgage activity, particularly refinancings, and a reduction in gains on sales of investment securities. For more information on our adjusted net interest margin, adjusted efficiency ratio and adjusted noninterest income, including a reconciliation of each to the most directly comparable GAAP financial measure, see “Item 6. Selected Financial Data.”

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We believe our operating efficiency is a key component of our growth and profitability. We continue to monitor salary and benefits costs, optimize our branch network (which resulted in the net closure of 21 branches between September 30, 2012 and September 30, 2014) and focus on our core business and agribusiness banking competencies. Our adjusted efficiency ratio decreased to 50.4% for fiscal year 2014, compared to 50.6% for fiscal year 2013 and 52.8% for fiscal year 2012, driven by lower adjusted noninterest expense, partially offset by lower adjusted revenue. Our operating efficiency helped drive returns on average total assets and average tangible common equity for fiscal year 2014 which were 1.14% and 16.6%, respectively, compared to 1.07% and 17.5%, respectively, for fiscal year 2013. While we expect to incur additional costs associated with operating as a public company, we believe our efficiency initiatives, including continuing to optimize our branch network, will allow us to continue our historically efficient operations. For more information on our return on average tangible common equity, including a reconciliation to the most directly comparable GAAP financial measure, see “Item 6. Selected Financial Data.”

We have achieved significant and profitable growth organically and through disciplined acquisitions. We have successfully completed eight acquisitions since 2006, including our 2010 FDIC-assisted acquisition of TierOne Bank, which represented approximately $2.5 billion in acquired assets.

We maintain a solid funding position supported substantially by customer deposits, which have continued to grow in recent years. Our deposit balances were $7.05 billion at September 30, 2014, an increase of $104.0 million compared with September 30, 2013 and an increase of $167.7 million compared with September 30, 2012. In fiscal year 2013, we began a strategic initiative to transition the composition of our deposit portfolio away from higher-cost term deposits (such as certificates of deposit, or CDs) toward more cost-effective transaction accounts (such as negotiable order of withdrawal, or NOW, accounts, money market deposit accounts, or MMDAs, and savings accounts). As a result, CDs have decreased to 27% of our average deposits for fiscal year 2014 compared to 37% for fiscal year 2013. The effects of this initiative have included a decline in our deposit-related interest expense, with average cost of deposits at 0.36% for fiscal year 2014, a decline of 12 basis points compared with fiscal year 2013 and 32 basis points compared with fiscal year 2012. This initiative has also led to slower overall growth in deposits compared to previous years, driven by the runoff of higher cost CD balances, more than offset by growth in transaction accounts. We expect to continue to drive a transformation in our funding by focusing on attracting business deposits by leveraging our agribusiness and business banking relationships.

Our capital position has remained strong, with Tier 1 capital, total capital and Tier 1 leverage ratios of 11.8%, 12.9% and 9.1%, respectively, at September 30, 2014, compared to 12.4%, 13.8% and 9.2%, respectively, as of September 30, 2013. Our tangible common equity to tangible assets ratio was 8.2% at September 30, 2014 and at September 30, 2013. For more information on our tangible common equity to tangible assets ratio, including a reconciliation to the most directly comparable GAAP financial measure, see “Item 6. Selected Financial Data.”

Until our initial public offering, which occurred in October 2014, we were a wholly owned subsidiary of NAB, and our results have been part of NAB’s consolidated business operations since NAB acquired us in 2008. NAB is a large financial institution incorporated in Australia and listed on the Australian Securities Exchange with operations in Australia, New Zealand, the United Kingdom, the United States and parts of Asia. Historically, NAB and its affiliates have provided financial and administrative support to us. In connection with our initial public offering, we and NAB entered into certain agreements that provide a framework for our ongoing relationship, including a Stockholder Agreement governing NAB’s rights as a controlling stockholder and a Transitional Services Agreement pursuant to which NAB has agreed to continue to provide us with certain services for a transition period. We do not expect our costs associated with these services to be significant.

Key Factors Affecting Our Business and Financial Statements

Formation Transactions

On October 17, 2014, Great Western Bancorp, Inc. completed the Formation Transactions, which were a series of internal reorganization transactions comprised of:

• the cash contribution by National Americas Holdings LLC to Great Western Bancorp, Inc. in an amount equal to the total stockholder’s equity of Great Western Bancorporation, Inc.;

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• the sale by National Americas Investment, Inc. of all outstanding capital stock of Great Western Bancorporation, Inc. to Great Western Bancorp, Inc. for an amount in cash equal to the total stockholder’s equity of Great Western Bancorporation, Inc.; and

• the merger of Great Western Bancorporation, Inc. with and into Great Western Bancorp, Inc., with Great Western Bancorp, Inc. continuing as the surviving corporation and succeeding to all the assets, liabilities and business of Great Western Bancorporation, Inc.

As a result of these transactions, Great Western Bancorp, Inc. succeeded to the business of Great Western Bancorporation, Inc. The Formation Transactions did not result in a change in our business or our management team, however. Following the completion of the Formation Transactions, and in connection with the completion of our initial public offering, we entered into the Stockholder Agreement, the Transitional Services Agreement and the Registration Rights Agreement with NAB, as our controlling stockholder.

Economic Conditions

Our loan portfolio can be affected in several ways by changes in economic conditions in our local markets and across the country. For example, declining local economic prospects can reduce borrowers’ willingness to take out new loans or our expectations of their ability to repay existing loans, while declining national conditions can limit the markets for our commercial and agribusiness borrowers’ products. Conversely, rising consumer and business confidence can increase demand for loans to fund consumption and investments, which can lead to opportunities for us to grant new loans and further develop our banking relationships with our customers. Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, inflation and price levels (particularly for agricultural commodities), monetary policy, unemployment and the strength of the domestic economy and the local economy in the markets in which we operate. Because commercial non-real estate and owner-occupied CRE borrowers are particularly exposed to external economic conditions such as consumer sentiment, repayment of commercial non-real estate loans and owner-occupied CRE loans may be more sensitive than other types of loans to adverse conditions in the real estate market or the general economy. These loans totaled approximately $2.72 billion, or 40%, of our loan portfolio as of September 30, 2014. In addition, agricultural loans, which comprised 25% of our loan portfolio as of September 30, 2014, depend on the health of the agricultural industry broadly and in the location of the borrower in particular and on commodity prices. Overall, our markets continue to experience moderate economic growth, although leading indicators point to some softening. Farm income has seen recent declines as a result of lower crop prices and some drought conditions. The United States Department of Agriculture expects farm income to fall in 2014 but remain relatively high by historical standards. In line with the downturn in farm income, farmland prices are coming under pressure. Declines in economic conditions in our local markets, or in farm incomes or farmland prices, could negatively impact our financial results.

See “Item 1A. Risk Factors—Risks Related to Our Business—Our business may be adversely affected by conditions in the financial markets and economic conditions generally and in our states in particular.”

Interest Rates

Net interest income is our largest source of income and is the difference between the interest income we receive from interest-earning assets (e.g., loans and investment securities) and the interest expense we pay on interest-bearing liabilities (e.g., deposits and borrowings). The level of net interest income is primarily a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities. Interest rates can be volatile and are highly sensitive to many factors beyond our control, such as economic conditions, the policies of various governmental and regulatory agencies and, in particular, the monetary policy of the FOMC.

The cost of our deposits and short-term borrowings is largely based on short-term interest rates, the level of which is driven primarily by the Federal Reserve’s actions. However, the yields generated by our loans and securities are typically driven by longer-term interest rates, which are dictated by the market or, at times, the Federal Reserve’s actions, and generally vary from day to day. The level of net interest income is therefore influenced by movements in such interest rates, the changing mix in our funding sources and the pace at which such movements occur. In 2013 and 2014, short-term and long-term interest rates were very low by historical standards, with many benchmark rates, such as the federal funds rate and one- and three-month LIBOR, near zero. Further declines in the yield curve or a decline in longer-term yields relative to short-term yields (a flatter yield curve) would have an adverse impact on

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our net interest margin and net interest income. Increases in the yield curve or an increase in longer-term yields relative to short-term yields (a steeper yield curve) would have a positive impact on our net interest margin and net interest income.

See “Item 1A. Risk Factors—Risks Related to Our Business—We are subject to interest rate risk” and “Quantitative and Qualitative Disclosures About Market Risk.”

Asset Quality and Loss-Sharing Arrangements

Our asset quality remained strong during fiscal year 2014 with continued declines in total nonperforming loans, net charge-offs and allowance for loan losses. These declines helped drive reductions in our provision for loan losses. We continue to run off assets from our acquisition of TierOne Bank that are not part of our core lending business, including non-owner-occupied CRE loans and construction and development loans, particularly those outside our footprint. At September 30, 2014, we had approximately $257.4 million of loans acquired as part of the TierOne Bank acquisition, representing 4% of our overall loan portfolio. The majority of our loans acquired from TierOne Bank are subject to loss-sharing arrangements with the FDIC where we are indemnified by the FDIC for 80% of our losses associated with any covered loans. Our ability to seek indemnification under the commercial loss-sharing arrangement, which covered $110 million in loans at September 30, 2014, terminates in June of 2015, and the single-family loss-sharing arrangement, which covered $124 million in loans at September 30, 2014, terminates in June of 2020. The amount of reimbursement we receive as a result of these indemnity payments, and the amount of income derived from the underlying loans, has decreased over time as the volume of covered loans we continue to hold declines. To date, we have not had any indemnity claims arising from the FDIC loss-sharing arrangements rejected by the FDIC. Future indemnity claims may be denied if we fail to comply with the requirements of our loss-sharing arrangements with the FDIC, which could result in additional losses and charge-offs related to these loans. See “Item 1A. Risk Factors—Risks Related to Our FDIC-Assisted Acquisition of TierOne Bank—Our ability to obtain reimbursement under the loss-sharing agreements on covered assets depends on our compliance with the terms of the loss-sharing agreements.”

Banking Laws and Regulations

We are subject to extensive supervision and regulation under federal and state banking laws. See “Item 1. Business—Supervision and Regulation” and “Item 1A. Risk Factors—Risks Related to the Regulatory Oversight of Our Business.” Financial institutions have been subject to increased regulatory scrutiny in recent years as significant structural changes in the bank regulatory framework have been adopted in response to the recent financial crisis. In particular, federal bank regulators have increased regulatory expectations generally and with respect to consumer compliance, economic sanctions, anti-money laundering and Bank Secrecy Act requirements. As a result of these heightened expectations, we may incur additional costs associated with legal compliance that may affect our financial results in the future.

Payment of Interest on Demand Deposits. In addition, effective July 2011, the Dodd-Frank Act repealed the prohibition restricting depository institutions from paying interest on demand deposits, such as checking accounts. We have begun offering an interest-bearing corporate checking account, but interest rates on this product remain low due to current market conditions. Consequently, this change has not significantly affected our financial results. If interest rates on this product increase in the future, our business may be affected.

Basel III and Its Implementing Regulations. In July 2013, the federal bank regulators approved new regulations implementing the Basel III capital framework and various provisions of the Dodd-Frank Act. These regulations will become effective for us on January 1, 2015, subject to phase-in of various provisions. The most significant changes from the current risk-based capital guidelines applicable to us will be the revisions affecting the numerator in regulatory capital calculations and the increased risk weightings for higher-volatility CRE loans, for revolving lines of credit of less than one year in duration and for past-due and impaired loans. See “—Capital” for further information.

Interchange Fees. We are currently subject to the interchange fee cap adopted under the Durbin Amendment to the Dodd-Frank Act as a result of NAB’s ownership of us. Once NAB no longer controls us for bank regulatory purposes, we may be able to qualify for the small issuer exemption from the interchange fee cap depending on our total assets at the time. The small issuer exemption applies to any debit card issuer that, together with its affiliates, has total assets of less than $10 billion as of the end of the previous calendar year. In the event we qualify for the small issuer exemption, we will once again become subject to the interchange fee cap beginning July 1 following the time when our total assets reach or exceed $10 billion. Reliance on the small issuer exemption

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would not exempt us from federal regulations prohibiting network exclusivity arrangements or from routing restrictions, however, and those regulations have negatively affected the interchange income we have received from our debit card network.

Heightened Prudential Requirements. We and our bank both currently have less than $10 billion in total consolidated assets. Following the fourth consecutive quarter (and any applicable phase-in period) where we or our bank exceeds this threshold, as applicable, we or our bank, as applicable, will become subject to a number of additional requirements (such as annual stress testing requirements implemented pursuant to the Dodd-Frank Act and general oversight by the CFPB) that will impose additional compliance costs on our business. See “Item 1. Business—Supervision and Regulation—Heightened Requirements for Bank Holding Companies with $10 Billion or More in Assets.” While neither we nor our bank is currently subject to these requirements, we have begun analyzing these rules to ensure we are prepared to comply with the rules when and if they become applicable. For example, we have begun running periodic and selective stress tests on liquidity, interest rates and certain areas of our loan portfolio to prepare for compliance with FDIC stress testing requirements.

Competition

Our profitability and growth are affected by the highly competitive nature of the financial services industry. We compete with commercial banks, savings banks, credit unions, non-bank financial services companies and other financial institutions operating within the areas we serve, particularly nationwide and regional banks and larger community banks that target the same customers we do. We also face competition for agribusiness loans from participants in the nationwide Farm Credit System and global banks. Recently, we have seen increased competitive pressures on loan rates and terms for high-quality credits, driven in part by the prolonged low-interest rate environment. Continued loan pricing pressure may continue to affect our financial results in the future. See “Item 1A. Risk Factors—Risks Related to Our Business—We operate in a highly competitive industry and market area.”

Operational Efficiency

We believe that our focus on operational efficiency is critical to our profitability and future growth, and our management has adopted numerous processes to improve our level of operational efficiency. In contrast to some competitor banks, our business offers a focused range of profitable products. In addition, instead of using multiple information technology solutions, we have increased the efficiency of our operations by using a single integrated third party core processing system across all of our locations. We continue to optimize our branch network and have commenced reviews of additional internal processes and our vendor relationships, with a view to identifying opportunities to further improve efficiency and enhance earnings. We are also continuing our efforts to shift our deposit base to lower-cost customer deposits, a strategic initiative that has been primarily responsible for driving our cost of deposit funding down since September 30, 2012. To foster a culture of operational efficiency, we have implemented the management principles of Kaizen & Lean across all of our front-office and back-office operations. We feel that appropriate use of these management principles both encourages efficiency and contributes to the efficient integration of acquired businesses.

We incurred additional one-time and recurring expenses to support our operations as a standalone public company following the completion of our initial public offering in October 2014, including expenses related to compliance with applicable legal and financial reporting standards and expansion of our investor relations and corporate communications functions. Many of these expenses are not reflected in our results of operations for fiscal year 2014 and will adversely affect our future financial results. See “Item 1A. Risk Factors—Risks Related to Our Business—Fulfilling our public company financial reporting and other regulatory obligations will be expensive and time consuming and may strain our resources.”

Goodwill and Amortization of Other Intangibles

Since 2006, we have completed eight acquisitions. We accounted for these transactions using the acquisition method of accounting, under which the acquired company’s net assets are recorded at fair value at the date of acquisition and the difference between the purchase price and fair value of the net assets acquired is recorded as goodwill, if positive, and as bargain purchase gain, if negative. At September 30, 2014, we had $697.8 million of goodwill, the majority of which relates to the acquisition of us by NAB in 2008 and was pushed down to our balance sheet, with the balance relating to subsequent acquisitions completed by us.

Under relevant accounting guidance, we are required to review goodwill for impairment annually, or more frequently if events or circumstances indicate that the fair value of our business may be less than its carrying value. The valuation of goodwill is dependent on forward-looking expectations related to nationwide and local economic conditions and our associated financial

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performance. A significant decline in our expected future cash flows, a material change in interest rates, a significant adverse change in the business climate, slower growth rates or a significant or sustained decline in the price of our common stock, may necessitate taking charges in the future related to the impairment of our intangible assets. Our recognition of any such impairment could adversely affect our future financial results. See “Item 1A. Risk Factors—Risks Related to Our Business—The value of our goodwill and other intangible assets may decline in the future.”

As a result of these acquisitions, including the acquisition of us by NAB in 2008, we also have recorded intangible assets related to core deposits, brand intangibles, customer relationships and other intangibles. Each of these intangible assets is amortized as noninterest expense according to a specified schedule. The most significant component of these intangibles relates to our core deposits, of which $13.8 million was amortized as noninterest expense during fiscal year 2014. Total scheduled amortization for all intangible assets includes approximately $7 million for fiscal year 2015, approximately $3 million for fiscal year 2016 and immaterial amounts for fiscal years 2017 through 2023. For additional information on these intangible assets and their respective amortization schedules, see “Note 1. Nature of Operations and Summary of Significant Accounting Policies—Core Deposits and Other Intangibles” and “Note 12. Core Deposits and Other Intangibles” contained in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Loans and Interest Rate Swaps Accounted for at Fair Value

In the normal course of business, we enter into fixed-rate loans having original maturities of 5 years or greater (typically between 5 and 15 years) with certain of our business and agribusiness banking customers to assist them in facilitating their risk management strategies. We mitigate our interest rate risk associated with these loans by entering into equal and offsetting fixed-to-floating interest rate swap agreements for these loans with NAB London Branch. We have elected to account for the loans at fair value under Accounting Standards Codification, or ASC, 825 Fair Value Option. Changes in the fair value of these loans are recorded in earnings as a component of interest income in the relevant period. We also record an adjustment for credit risk in interest income based on our loss history for similar loans, adjusted for our assessment of existing market conditions for the specific portfolio of loans. If a specific relationship becomes impaired, we measure the estimated credit loss and record that amount through the credit risk adjustment.

The related interest rate swaps are recognized as either assets or liabilities in our financial statements and any gains or losses on these swaps are recorded in earnings as a component of noninterest expense. The hedges are fully effective from an interest rate risk perspective, as gains and losses on our swaps are directly offset by changes in fair value of the hedged loans (i.e., swap interest rate risk adjustments are directly offset by associated loan interest rate risk adjustments). Consequently, any changes in interest income associated with changes in fair value resulting from interest rate movement, as opposed to changes in credit quality, on the loans are directly offset by equal and opposite charges to, or reductions in, noninterest expense for the related interest rate swap. To ensure the correlation of movements in fair value between the interest rate swap and the related loan, we pass on all economic costs associated with our hedging activity resulting from loan customer prepayments (partial or full) to the borrower. For additional information about the treatment of interest rate swaps and related loans in our financial statements, see “Note 22. Fair Value of Financial Instruments and Interest Rate Risk” in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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Results of Operations—Fiscal Years Ended September 30, 2014, 2013 and 2012

Overview

The following table highlights certain key financial and performance information at and for the years ended September 30, 2014, 2013 and 2012:

	At and for the fiscal year ended September 30,
	2014			2013			2012
	(dollars in thousands)
Operating Data:
Interest and dividend income	$	346,125		$	294,257		$	344,304
Interest expense	32,052			39,161			50,971
Noninterest income	58,054			74,904			82,153
Noninterest expense	212,144			168,285			228,188
Provision for loan losses	684			11,574			30,145
Net income	104,952			96,243			72,995
Cash net income(1)	117,923			112,289			89,397
Performance Ratios:
Net interest margin	3.88		%	3.24		%	3.98		%
Adjusted net interest margin(1)	3.73		%	3.76		%	3.72		%
Return on average total assets	1.14		%	1.07		%	0.85		%
Return on average tangible common equity(1)	16.6		%	17.5		%	15.0		%
Adjusted efficiency ratio(1)	50.4		%	50.6		%	52.8		%
Balance Sheet and Other Information:
Total assets	$	9,371,429		$	9,134,258		$	9,008,252
Loans(2)	6,787,467			6,362,673			6,138,574
Allowance for loan losses	47,518			55,864			71,878
Deposits	7,052,180			6,948,208			6,884,515
Stockholder’s equity	1,421,090			1,417,214			1,388,563
Tangible common equity(1)	709,054			688,963			641,011
Tier 1 capital ratio	11.8		%	12.4		%	11.9		%
Total capital ratio	12.9		%	13.8		%	13.7		%
Tier 1 leverage ratio	9.1		%	9.2		%	8.3		%
Tangible common equity / tangible assets(1)	8.2		%	8.2		%	7.8		%
Nonperforming loans / total loans	1.16		%	2.03		%	2.76		%
Net charge-offs / average total loans	0.14		%	0.44		%	0.54		%
Allowance for loan losses / total loans	0.70		%	0.88		%	1.17		%

(1) This is a non-GAAP financial measure. For more information on this non-GAAP financial measure, including a reconciliation to the most directly comparable GAAP financial measure, see “Item 6. Selected Financial Data.”

(2) Loans include unpaid principal balance net of unamortized discount on acquired loans and unearned net deferred fees and costs and loans in process.

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Our total assets were $9.37 billion at September 30, 2014, compared with $9.13 billion at September 30, 2013 and $9.01 billion at September 30, 2012. The increase in total assets in each year was principally attributable to organic loan growth, partially offset by reductions in the investment portfolio. At September 30, 2014, loans as shown above were $6.79 billion, an increase of $424.8 million, or 7%, from $6.36 billion at September 30, 2013 and an increase of $648.9 million compared to September 30, 2012. This growth was primarily driven by targeted growth in agricultural and commercial lending. In our most recent fiscal year, total deposits grew 1% to $7.05 billion from September 30, 2013 to September 30, 2014.

For the fiscal year ended September 30, 2014:

• net income was $105.0 million, an increase of $8.7 million, or 9%, compared with fiscal year 2013, and cash net income was $117.9 million, an increase of 5% compared to fiscal year 2013, in each case due in large part to continued improvement in the overall credit quality of our lending portfolio, leading to lower net charge-offs compared to fiscal year 2013 and a $10.9 million pre-tax reduction in provision for loan losses;

• net interest margin was 3.88%, an increase of 64 basis points compared with fiscal year 2013, however, our adjusted net interest margin decreased 3 basis points to 3.73% compared with fiscal year 2013. The increase in our net interest margin was primarily attributable to changes in fair value associated with certain of our long-term loans measured at fair value where we have entered into interest rate swaps, while the decrease in our adjusted net interest margin was primarily due to yield pressures driven by a prolonged low-rate environment driving interest income on loans and investments downward, partially offset by a reduction in interest expense from our strategic efforts undertaken to transition the composition of our deposit portfolio away from higher-cost term deposits toward more cost-effective transaction accounts;

• net interest income was $314.1 million, an increase of $59.0 million, or 23%, compared with fiscal year 2013, and our adjusted net interest income was $302.2 million, a 2% increase compared with fiscal year 2013. The increase in our adjusted net interest income is primarily due to 3% growth in average interest-earning assets, which slightly outpaced growth in interest-bearing liabilities. The increase in our net interest income was primarily attributable to changes in fair value associated with certain of our long- term loans measured at fair value where we have entered into interest rate swaps;

• provision for loan losses was $0.7 million, a decrease of $10.9 million, or 94%, compared with fiscal year 2013. The decrease was driven by continued improvement in our incurred loss history and reductions in impaired loans requiring specific reserves for loan losses;

• noninterest income was $58.1 million, a decrease of $16.9 million, or 22%, compared with fiscal year 2013, due in large part to an $8.2 million decrease in gains on sales of originated home mortgage loans and a $5.5 million reduction in other noninterest income, which was largely driven by lower incentive payments received from vendors;

• noninterest expense was $212.1 million, an increase of $43.9 million, or 26%, compared with fiscal year 2013, and our adjusted noninterest expense decreased 3% compared with fiscal year 2013. The increase in noninterest expense was driven by changes in fair value associated with certain of our interest rate swaps used to manage interest rate risk associated with some of our long-term loans measured at fair value, while the decrease in our adjusted noninterest expense was driven by our focus on right-sizing our branch footprint, continued devotion of resources to process improvement initiatives across the organization and a reduction in total salary and employee benefit costs; and

• return on average total assets increased 7 basis points, from 1.07% for fiscal year 2013 to 1.14% for fiscal year 2014, while return on average tangible common equity declined from 17.5% to 16.6% over the same period, driven by higher average equity balances.

Our cash net income, adjusted net interest margin, adjusted net interest income, adjusted noninterest expense and return on average tangible common equity discussed above are all non-GAAP financial measures. For more information on these financial measures, including a reconciliation to the most directly comparable GAAP financial measures, see “Item 6. Selected Financial Data.”

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Net Interest Income

The following table presents net interest income, net interest margin and adjusted net interest margin for fiscal years 2014, 2013 and 2012:

	Fiscal year ended September 30,
	2014			2013			2012
	(dollars in thousands)
Net interest income:
Total interest and dividend income	$	346,125		$	294,257		$	344,304
Less: Total interest expense	32,052			39,161			50,971
Net interest income	314,073			255,096			293,333
Less: Provision for loan losses	684			11,574			30,145
Net interest income after provision for loan losses	$	313,389		$	243,522		$	263,188
Net interest margin and adjusted net interest margin:
Average interest-earning assets	8,093,861			7,862,860			7,367,085
Average interest-bearing liabilities	7,752,325			7,560,749			7,149,294
Net interest margin	3.88		%	3.24		%	3.98		%
Adjusted net interest margin(1)	3.73		%	3.76		%	3.72		%

(1) This is a non-GAAP financial measure. For more information on this financial measure, including a reconciliation to the most directly comparable GAAP financial measure, see “Item 6. Selected Financial Data.”

Net interest income was $314.1 million in fiscal year 2014, compared to $255.1 million in fiscal year 2013 and $293.3 million in fiscal year 2012. Net of the impact of the change in fair value on fixed-rate loans measured at fair value where we have entered into matching interest rate swaps, our adjusted net interest income increased to $302.2 million in fiscal year 2014 from $295.4 million in fiscal year 2013 and $274.0 million in fiscal year 2012, increases of 2% and 10%, respectively. Our average interest-earning assets grew slightly faster than our average interest-bearing liabilities during fiscal year 2014. In fiscal year 2014, the average yield on interest-earning assets increased 54 basis points to 4.28% while the average rate on interest-bearing liabilities decreased 11 basis points to 0.41%. Net interest margin was 3.88% in fiscal year 2014, compared with 3.24% in fiscal year 2013. Adjusted net interest margin remained consistent over the period at 3.73% for fiscal year 2014, 3.76% for fiscal year 2013 and 3.72% for fiscal year 2012. For more information on our adjusted net interest margin and adjusted net interest income, including a reconciliation of each to the most directly comparable GAAP financial measure, see “Item 6. Selected Financial Data.”

The following table presents the distribution of average assets, liabilities and equity, interest income and resulting yields on average interest-earning assets, and interest expense and rates on average interest-bearing liabilities for each of the last three fiscal years. Loans on nonaccrual status (excluding those loans covered by an FDIC loss-sharing arrangement), totaling $43.9 million at September 30, 2014, $81.5 million at September 30, 2013 and $93.8 million at September 30, 2012 are included in the average balances below. Any interest that had accrued as of the date of nonaccrual is immediately reversed as a reduction to interest income, while any interest subsequently recovered is recorded in the period of recovery. Tax-exempt loans and securities, totaling $436.2 million at September 30, 2014, $340.2 million at September 30, 2013 and $273.9 million at September 30, 2012, are typically entered at lower interest rate arrangements than comparable non-exempt loans and securities. Interest income earned on these assets is presented below at contractual rate, as opposed to a tax equivalent yield concept, with any tax benefit realized presented in the provision for income taxes and reflected in the effective tax rate for the period. Loans acquired with deteriorated credit quality represent loans accounted for in accordance with ASC 310-30 Accounting for Purchased Loans that were credit impaired at the time we acquired them. Loans other than loans acquired with deteriorated credit quality represent loans we have originated and loans we have acquired that were not credit impaired at the time we acquired them.

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	Fiscal year ended September 30,
	2014						2013						2012
	Average Balance		Interest		Yields/‌Rates		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	%	$	141,722	$	331	0.23	%
Investment securities	1,419,354		27,411		1.93	%	1,575,343		29,588		1.88	%	1,746,789		33,791		1.93	%
Loans, other than acquired with deteriorated credit quality, net(1)	6,311,857		312,424		4.95	%	5,876,116		249,527		4.25	%	5,093,013		291,692		5.73	%
Loans acquired with deteriorated credit quality, net	194,668		5,835		3.00	%	278,884		14,806		5.31	%	385,561		18,490		4.80	%
Loans, net	6,506,525		318,259		4.89	%	6,155,000		264,333		4.29	%	5,478,574		310,182		5.66	%
Total interest-earning assets	8,093,861		346,125		4.28	%	7,862,860		294,257		3.74	%	7,367,085		344,304		4.67	%
Other noninterest-earning assets	1,149,957						1,158,231						1,210,866
Total Assets	$	9,243,818	$	346,125	3.74	%	$	9,021,091	$	294,257	3.26	%	$	8,577,951	$	344,304	4.01	%
Liabilities and Equity:
Non-interest demand deposits	$	1,242,097					$	1,159,581					$	973,551
NOW, MMDA and savings deposits	3,952,765		$	9,329	0.24	%	3,296,745		$	6,921	0.21	%	2,748,001		$	6,967	0.25	%
CDs	1,909,269		16,435		0.86	%	2,447,553		26,196		1.07	%	2,799,666		37,449		1.34	%
Total deposits	7,104,131		25,764		0.36	%	6,903,879		33,117		0.48	%	6,521,218		44,416		0.68	%
Securities sold under agreements to repurchase	193,901		600		0.31	%	230,516		644		0.28	%	226,955		1,014		0.45	%
FHLB advances and other borrowings	356,915		3,452		0.97	%	328,976		3,103		0.94	%	303,743		3,098		1.02	%
Related party notes payable	41,295		921		2.23	%	41,295		950		2.30	%	41,295		1,007		2.44	%
Subordinated debentures and other	56,083		1,315		2.34	%	56,083		1,347		2.40	%	56,083		1,436		2.56	%
Total borrowings	648,194		6,288		0.97	%	656,870		6,044		0.92	%	628,076		6,555		1.04	%
Total interest-bearing liabilities	7,752,325		32,052		0.41	%	7,560,749		39,161		0.52	%	7,149,294		50,971		0.71	%
Noninterest-bearing other liabilities	60,721						80,047						76,587
Equity	1,430,772						1,380,295						1,352,070
Total Liabilities and Equity	$	9,243,818					$	9,021,091					$	8,577,951
Net interest spread					3.33	%					2.74	%					3.30	%
Net interest income and net interest margin			$	314,073	3.88	%			$	255,096	3.24	%			$	293,333	3.98	%
Adjusted net interest income and adjusted net interest margin(2)			$	302,151	3.73	%			$	295,401	3.76	%			$	273,964	3.72	%
Adjusted interest income and adjusted yield on Loans, other than acquired with deteriorated credit quality, net (2)			$	300,502	4.76	%			$	289,832	4.93	%			$	272,323	5.35	%

_______________________________________________________________________________________________________________________________________

(1) Interest income includes $11.9 million, ($40.3) million and $19.4 million for fiscal years 2014, 2013 and 2012, respectively, resulting from changes in fair value of certain of our fixed-rate loans where we have entered into matching fixed-to-floating interest rate swaps, and $1.8 million, $1.1 million and $6.3 million for fiscal years 2014, 2013 and 2012 , respectively, resulting from accretion of purchase accounting discount associated with acquired loans.

(2) These are non-GAAP financial measures. For more information on these financial measures, including a reconciliation to the most directly comparable GAAP financial measures, see “Item 6. Selected Financial Data.”

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Interest and Dividend Income

The following table presents interest and dividend income for fiscal years 2014, 2013 and 2012:

	Fiscal year ended September 30,
	2014		2013		2012
	(dollars in thousands)
Interest and dividend income:
Loans	$	318,259	$	264,333	$	310,182
Taxable securities	26,363		28,552		32,581
Nontaxable securities	80		127		180
Dividends on securities	968		909		1,030
Federal funds sold and other	455		336		331
Total interest and dividend income	$	346,125	$	294,257	$	344,304

Total interest and dividend income consists primarily of interest income on loans and interest and dividend income on our investment portfolio. Total interest and dividend income was $346.1 million for fiscal year 2014, compared to $294.3 million for fiscal year 2013 and $344.3 million for fiscal year 2012. Significant components of interest and dividend income are described in further detail below.

Loans. Interest income on all loans increased to $318.3 million in fiscal year 2014 from $264.3 million in fiscal year 2013, an increase of 20% during fiscal year 2014. In particular, interest income on our loans, other than loans acquired with deteriorated credit quality, increased $62.9 million, or 25%, to $312.4 million for fiscal year 2014 from $249.5 million for fiscal year 2013. The most significant driver of the increase in interest income on loans was a $52.2 million difference in the net fair value change due to movements in interest rates on fixed-rate loans measured at fair value where we had entered into matching interest rate swaps. Adjusted for the impact related to the net increase in fair value of these loans involving matching fixed-to-floating interest rate swaps, our interest income on loans, other than loans acquired with deteriorated credit quality, increased $10.7 million, or 4%, primarily as a result of growth in this portion of our loan portfolio. Interest income on loans acquired with deteriorated credit quality decreased $9.0 million, or 61%, to $5.8 million for fiscal year 2014 from $14.8 million for fiscal year 2013, primarily as a result of continued runoff in this portion of our loan portfolio and acceleration of amortization of the FDIC indemnification assets for those loans covered by FDIC loss-sharing arrangements as the overall cash flow expectations related to that portion of the portfolio continue to improve.

Interest income on all loans decreased to $264.3 million in fiscal year 2013 from $310.2 million in fiscal year 2012, a decrease of 15% during fiscal year 2013. In particular, interest income on our loans, other than loans acquired with deteriorated credit quality, decreased $42.2 million, or 14%, to $249.5 million for fiscal year 2013 from $291.7 million for fiscal year 2012. The most significant driver of the decrease in interest income on loans was a $59.7 million difference in the net fair value change due to movements in interest rates on fixed-rate loans measured at fair value where we had entered into matching interest rate swaps. Adjusted for the impact related to the net increase in fair value of these loans involving matching fixed-to-floating interest rate swaps, our interest income on loans, other than loans acquired with deteriorated credit quality, increased $17.5 million, or 6%, primarily as a result of growth in this portion of our loan portfolio. Interest income on loans acquired with deteriorated credit quality decreased $3.7 million, or 20%, to $14.8 million for fiscal year 2013 from $18.5 million for fiscal year 2012, primarily as a result of continued runoff in this portion of our loan portfolio.

Our yield on loans is affected by market rates, the level of adjustable-rate loan indices, interest rate floors and caps, customer repayment activity, the level of loans held for sale, portfolio mix, movement in the fair value of long-term fixed-rate loans accounted for under ASC 825 Fair Value Option, and the level of nonaccrual loans. The average yield on loans, other than loans acquired with deteriorated credit quality, was 4.95% for fiscal year 2014, an increase of 70 basis points compared to 4.25% for fiscal year 2013, which represented a decrease of 148 basis points from 5.73% for fiscal year 2012. Adjusted for the impact related to the fair value of certain of our fixed-rate loans where we have entered into matching fixed-to-floating interest rate swaps, the average yield on our loans, other than loans acquired with deteriorated credit quality, for fiscal year 2014 was 4.76%, a decrease of 17 basis points

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compared to 4.93% in fiscal year 2013, which in turn was a decrease of 42 basis points from 5.35% for fiscal year 2012. These decreases are attributable to the competitive interest rate environment for high quality commercial and agricultural credits across our footprint and a prolonged rate cycle with short-term rates at or near zero. The average yield on loans acquired with deteriorated credit quality was 3.00% for fiscal year 2014, compared to 5.31% for fiscal year 2013and 4.80% for fiscal year 2012. The yield on this portion of the portfolio is heavily impacted by the amortization rates for the related FDIC indemnification assets, which we pass through interest income. These rates have generally been accelerated over the course of fiscal year 2014, leading to lower net interest income and lower yield for the portfolio.

Average net loan balances for fiscal year 2014 were $6.51 billion, an increase of $351.5 million, or 6% compared to $6.16 billion for fiscal year 2013, which in turn was an increase of $676.4 million, or 12%, compared to $5.48 billion for fiscal year 2012. Growth in our loan portfolio is attributable to organic growth, primarily in commercial non-real estate, agriculture, and targeted commercial real estate lending in fiscal year 2014 and, in fiscal year 2013, to our acquisition of North Central Bancshares, Inc. in June 2012, which contributed approximately $311.6 million of outstanding loan balances, as well as organic growth through the year, primarily in our agriculture and commercial non-real estate loan categories.

Loan-related fee income of $8 million is included in interest income for fiscal year 2014 compared to $9 million for fiscal year 2013 and $8 million for fiscal year 2012. In addition, certain fees collected at loan origination are considered to be a component of yield on the underlying loans and are deferred and recognized into income over the life of the loans. Amortization related to the FDIC indemnification assets of $14.6 million, $14.8 million and $21.7 million for fiscal years 2014, 2013 and 2012, respectively, is included as a reduction to interest income.

Investment Portfolio. Interest and dividend income on investments includes income earned on investment securities and FHLB stock. In fiscal year 2014, our investment portfolio decreased from $1.48 billion as of September 30, 2013 to $1.34 billion as of September 30, 2014, a decrease of 9%, driven primarily by the fact that our loans grew faster than our deposits, and certain holdings were liquidated or not reinvested upon maturity to fund loan growth. Concurrently, the composition of the portfolio changed from substantially all residential agency mortgage-backed securities in periods prior to September 30, 2013 to include holdings in U.S. Treasury securities, which comprised 17% of the portfolio as of September 30, 2014. We elected to invest in these securities primarily for interest rate risk management reasons. Interest and dividend income on investments decreased from $29.6 million in fiscal year 2013 to $27.4 million in fiscal year 2014, a decrease of 7%, driven entirely by the decrease in average balance of the portfolio, as overall yields increased 5 basis points year-over-year from 1.88% in fiscal year 2013 to 1.93% in fiscal year 2014.

In fiscal year 2013, our investment portfolio consisted primarily of mortgage-backed securities, substantially all of which were residential agency mortgage-backed securities. Interest and dividend income on investments decreased to $29.6 million in fiscal year 2013, from $33.8 million in fiscal year 2012, a decrease of 12%. The average balance in our investment portfolio was $1.58 billion in fiscal year 2013 and $1.75 billion in fiscal year 2012, a decrease of 10%, while the average yield decreased from 1.93% to 1.88%, a decrease of 5 basis points. The volume decrease is due to overall balance sheet composition, as the loan portfolio grew faster than the deposit portfolio, with the investment portfolio decreased to balance liquidity and funding requirements. Due to the rate environment and specific securities available in the market, funds from maturing securities and new funds available for investment in fiscal year 2012 and the first half of fiscal year 2013 were invested in purchases of new holdings of investment securities that generated much lower yields than the previous return levels in the portfolio, leading to lower total income and lower weighted yields.

The weighted average life of the portfolio was 3.1 years, 3.9 years and 2.6 years at September 30, 2014, 2013 and 2012, respectively. Average investments in fiscal years 2014, 2013 and 2012 were 18%, 20% and 24%, respectively, of total average interest-earning assets. The carrying value of investment securities and FHLB stock was $1.38 billion, $1.51 billion and $1.61 billion, respectively as of the end of the last three fiscal years.

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Interest Expense

The following table presents interest expense for fiscal years 2014, 2013 and 2012:

	Fiscal year ended September 30,
	2014		2013		2012
	(dollars in thousands)
Interest expense:
Deposits	$	25,764	$	33,117	$	44,416
Securities sold under agreements to repurchase	600		644		1,014
FHLB advances and other borrowings	3,452		3,103		3,098
Related party notes payable	921		950		1,007
Subordinated debentures and other	1,315		1,347		1,436
Total interest expense	$	32,052	$	39,161	$	50,971

Total interest expense consists primarily of interest expense on five components: deposits, securities sold under agreements to repurchase, FHLB advances and other borrowings, related party notes payable and our outstanding subordinated debentures. Total interest expense decreased to $32.1 million in fiscal year 2014, from $39.2 million in fiscal year 2013, a decrease of $7.1 million, or 18%. Total interest expense decreased to $39.2 million in fiscal year 2013, from $51.0 million in fiscal year 2012, a decrease of $11.8 million, or 23%. Average interest-bearing liabilities increased to $7.75 billion in fiscal year 2014 from $7.56 billion in fiscal year 2013 and $7.15 billion in fiscal year 2012, increases of $0.19 billion, or 3%, and $0.41 billion, or 6%, respectively. The average cost of total interest-bearing liabilities decreased to 0.41% in fiscal year 2014, compared to 0.52% in fiscal year 2013 and 0.71% in fiscal year 2012. Significant components of interest expense are described in further detail below.

Deposits. Interest expense on deposits, consisting of checking accounts, MMDAs, NOW accounts, savings accounts and CDs, was $25.8 million in fiscal year 2014 compared with $33.1 million in fiscal year 2013, a decrease of $7.4 million, or 22%. Interest expense on deposits was $33.1 million in fiscal year 2013 compared with $44.4 million in fiscal year 2012, a decrease of $11.3 million, or 25%. Average deposit balances were $7.10 billion in fiscal year 2014, compared with $6.90 billion in fiscal year 2013 and $6.52 billion for fiscal year 2012. Our average deposits increased 3% during fiscal year 2014, and the average rate paid on deposits decreased 12 basis points to 0.36% during fiscal year 2014. At September 30, 2014, our total deposits were $7.05 billion, an increase of 1% compared to September 30, 2013.

Average non-interest-bearing demand account balances comprised 17% of average total deposits for fiscal year 2014 and fiscal year 2013, compared with 15% for fiscal year 2012. Total average other liquid accounts, consisting of money market and savings accounts, continued to increase in fiscal year 2014 to 56% of total average deposits, compared to 48% of total average deposits for fiscal year 2013 and 42% in fiscal year 2012, while CD accounts decreased in fiscal year 2014 to 27% of total average deposits from 35% in fiscal year 2013 and 43% in fiscal year 2012. This shift in our deposit composition accounted for much of the improvement in the cost of our deposit funding among these three periods.

FHLB Advances and Other Borrowings. Interest expense on FHLB advances and other borrowings was $3.5 million for fiscal year 2014, compared to $3.1 million for both fiscal year 2013 and fiscal year 2012, reflecting weighted average cost of 0.97%, 0.94% and 1.02%, respectively. Our average balance for FHLB advances and other borrowings increased to $356.9 million in fiscal year 2014 from $329.0 million in fiscal year 2013 and $303.7 million in fiscal year 2012, an increase of 8% in each period. Average FHLB advances and other borrowings as a proportion of total average interest-bearing liabilities were 5% for fiscal year 2014 and 4% for both fiscal year 2013 and fiscal year 2012. The average rate paid on FHLB advances is impacted by market rates and the various terms and repricing frequency of the specific outstanding borrowings in each year. Our total outstanding FHLB advances were $575.0 million at September 30, 2014, compared with $390.5 million at September 30, 2013 and $305.5 million at September 30, 2012. The weighted average contractual rate paid on our FHLB advances was 0.62% at September 30, 2014, 1.05% at September 30, 2013 and 1.04% at September 30, 2012, with the significant decrease in fiscal year 2014 reflecting lower rates offered on long-term variable rate advances taken during the second half of the year. The average tenor of our FHLB advances was 56 months, 25 months and 10 months at September 30, 2014, 2013 and 2012, respectively. The amount of other borrowings and related interest expense are immaterial in each of fiscal years 2014, 2013 and 2012.

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We must collateralize FHLB advances by pledging real estate loans or investments. We pledge more assets than required by our current level of borrowings in order to maintain additional borrowing capacity. Although we may substitute other loans for such pledged loans, we are restricted in our ability to sell or otherwise pledge these loans without substituting collateral or prepaying a portion of the FHLB advances. At September 30, 2014, we had pledged $2.1 billion of loans to the FHLB, against which we had borrowed $575.0 million.

Subordinated Debentures and Other. Interest expense on our outstanding subordinated debentures was $1.3 million for fiscal years 2014 and 2013 and $1.4 million for fiscal year 2012. At September 30, 2014, September 30, 2013 and September 30, 2012, the weighted average contractual rate on outstanding subordinated notes was 2.29%, 2.31% and 2.45%, respectively.

Securities Sold Under Agreements to Repurchase; Related Party Notes Payable. Securities sold under agreements to repurchase represent retail repurchase agreements with customers and, together, with our related party notes payable, represent a small portion of our overall funding profile. The interest expense associated with these two classes of liabilities remained largely consistent through the periods disclosed.

Rate and Volume Variances

Net interest income is affected by changes in both volume and interest rates. Volume changes are caused by increases or decreases during the year in the level of average interest-earning assets and average interest-bearing liabilities. Rate changes result from increases or decreases in the yields earned on assets or the rates paid on liabilities.

The following table presents for each of the last two fiscal years a summary of the changes in interest income and interest expense resulting from changes in the volume of average asset and liability balances and changes in the average yields or rates compared with the preceding fiscal year. If significant, the change in interest income or interest expense due to both volume and rate has been prorated between the volume and the rate variances based on the dollar amount of each variance. The table illustrates a trend of continued balance sheet growth over the last two fiscal years, while margins remain under pressure, particularly on the asset side of the balance sheet, nearly despite improvements in our overall cost of deposits. The rate impact related to loans in each period is exacerbated by the impact of the change in fair value of fixed-rate loans where we have entered into matching interest rate swaps; absent this change, we experienced continued pressure on loan pricing as a result of strong competition in the markets where we operate and the prolonged low-interest rate environment. The table also illustrates the favorable impact to rate and volume attributes of strategic efforts undertaken in fiscal years 2014 and 2013 to shift the balance of our deposit portfolio away from CDs toward more cost-effective NOW accounts, MMDAs and savings accounts and to more closely monitor deposit pricing and exceptions to rates set internally for specific deposit products.

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	2014 vs. 2013									2013 vs. 2012
	Volume			Rate			Total			Volume			Rate			Total
	(dollars in thousands)
Increase (decrease) in interest income:
Cash and due from banks	$	95		$	24		$	119		$	(16	)	$	21		$	5
Investment securities	(3,046		)	869			(2,177		)	(3,242		)	(961		)	(4,203		)
Loans, other than acquired with deteriorated credit quality	19,452			43,445			62,897			61,865			(104,030		)	(42,165		)
Loans, acquired with deteriorated credit quality	(3,674		)	(5,297		)	(8,971		)	(6,009		)	2,325			(3,684		)
Loans	15,778			38,148			53,926			55,856			(101,705		)	(45,849		)
Total increase (decrease)	12,827			39,041			51,868			52,598			(102,645		)	(50,047		)
Increase (decrease) in interest expense:
NOW, MMDA & savings deposits	1,482			926			2,408			(330		)	284			(46		)
CDs	(5,165		)	(4,596		)	(9,761		)	(4,346		)	(6,906		)	(11,252		)
Securities sold under agreements to repurchase	(136		)	92			(44		)	16			(386		)	(370		)
FHLB advances and other borrowings	269			80			349			56			(51		)	5
Related party notes payable	—			(29		)	(29		)	—			(57		)	(57		)
Subordinated debentures and other	—			(32		)	(32		)	—			(90		)	(90		)
Total increase (decrease)	(3,550		)	(3,559		)	(7,109		)	(4,604		)	(7,206		)	(11,810		)
Increase (decrease) in net interest income	$	16,377		$	42,600		$	58,977		$	57,202		$	(95,439	)	$	(38,237	)

Provision for Loan Losses

We recognized a provision for loan losses of $0.7 million for fiscal year 2014 compared to a provision for loan losses of $11.6 million for fiscal year 2013, a reduction of $10.9 million, or 94%. A reduction in both the level of impaired loans requiring specific reserves and in our incurred loss history resulted in a $4.5 million provision for loan losses for fiscal year 2014 related to the portion of our loan portfolio that was not acquired with deteriorated credit quality or for which we have elected the fair value option, which represented a reduction of $9.2 million, or 67%, related to this portion of the portfolio compared to fiscal year 2013. We believe the reduction in provision for loan losses compared to the prior fiscal year, despite continued growth in this portion of the portfolio and the level of charge-offs that we recognized during fiscal year 2014, is representative of improvement in the overall credit quality of the portfolio. We also recorded a net improvement of $3.8 million during fiscal year 2014 associated with loans acquired with deteriorated credit quality. This compares to an improvement of $2.1 million related to this portion of the portfolio recorded in fiscal year 2013. All loans acquired with deteriorated credit quality for which we recognized an improvement in fiscal year 2014 are covered by FDIC loss-sharing arrangements. We recorded provision for loan losses of $1.7 million, included in the $4.5 million noted previously, related to loans covered by FDIC loss-sharing arrangements related to loans other than loans acquired with deteriorated credit quality during fiscal year 2014. The net change in the amount of provision for loan losses related to this portion of the portfolio was driven by improvements in the level of customer principal and interest cash flows that we received and expect to receive in future periods.

We recognized a provision for loan losses of $11.6 million for fiscal year 2013 compared to a provision for loan losses of $30.1 million for fiscal year 2012, a reduction of $18.5 million, or 62%. A reduction in both the level of impaired loans requiring specific reserves and in our incurred loss history resulted in a $13.7 million provision for loan losses for fiscal year 2013 related to the portion of our loan portfolio that was not acquired with deteriorated credit quality or for which we have elected the fair value option, which represented a reduction of $2.7 million, or 17%, related to this portion of the portfolio compared to fiscal year 2012. We also recorded a net improvement of $2.1 million during fiscal year 2013 associated with loans acquired with deteriorated credit quality. This compares to provision for loan losses of $13.8 million related to this portion of the portfolio recorded in fiscal year 2012, a reduction of $15.9 million. All loans acquired with deteriorated credit quality for which we recognized an improvement in fiscal year 2013 are covered by FDIC loss-sharing arrangements; we had no provision associated with our loans covered by FDIC loss-sharing arrangements other than loans acquired with deteriorated credit quality during fiscal year 2013. The change in the amount of provision for loan losses related to this portion of the portfolio was driven by improvements in the level of customer principal and interest cash flows that we received and expect to receive in future periods.

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Noninterest Income

The following table presents noninterest income for fiscal years 2014, 2013 and 2012:

	Fiscal year ended September 30,
	2014		2013		2012
	(dollars in thousands)
Non-interest income:
Service charges and other fees	$	40,204	$	41,692	$	38,937
Net gain on sale of loans	5,539		13,724		11,794
Casualty insurance commissions	1,073		1,426		1,383
Investment center income	2,417		3,137		1,847
Net gain on sale of securities	90		917		7,305
Trust department income	3,738		3,545		3,241
Gain on acquisition of business	—		—		3,950
Other	4,993		10,463		13,696
Total noninterest income	$	58,054	$	74,904	$	82,153

Noninterest income was $58.1 million for fiscal year 2014, compared with $74.9 million for fiscal year 2013, a decrease of $16.8 million or 22%. The principal drivers of the decrease were an $8.2 million decrease in gains on home mortgage loans sold into the secondary market and a decrease in other noninterest income resulting from lower vendor incentive payments earned during the year.

Noninterest income was $74.9 million for fiscal year 2013, compared with $82.2 million for fiscal year 2012, a decrease of 9%. The principal drivers of the decrease were declines in gains on sales of investment securities and a $4.0 million bargain purchase gain recorded on the purchase of North Central Bancshares, Inc. in fiscal year 2012 that was not a recurring item. Significant components of noninterest income are described in further detail below.

Service Charges and Other Fees. Service charges and other fees are primarily fees charged to deposit customers, including OD/NSF fees, commercial deposit account analysis and other charges, and ATM interchange and foreign activity fees. Service charges and other fees decreased to $40.2 million in fiscal year 2014 from $41.7 million in fiscal year 2013, a decrease of 4%. The decrease was driven primarily by a $1.8 million decrease in net OD/NSF fees generated by consumer and business checking accounts. Although this portion of our deposit base continues to grow, we believe this decrease is driven by a shift toward more business accounts with higher average balances and fewer average OD/NSF occurrences.

Service charges and other fees increased to $41.7 million in fiscal year 2013 from $38.9 million in fiscal year 2012, an increase of 7%. The increase was primarily driven by higher ATM usage volumes, an increase in customer OD/NSF fees, and charges generated from the launch of a new fee-based consumer checking product offering.

Because of our ownership by NAB, we are subject to the limitations on permissible interchange fees contained in the Durbin Amendment to the Dodd-Frank Act, and the implementing regulations, which are reflected in the ATM interchange income we generated during fiscal years 2014, 2013 and 2012. We estimate that the annual impact of this limitation is approximately $6.0 million.

Net Gain on Sale of Loans. The net gain on the sale of $214.3 million in aggregate principal balance of loans was $5.5 million in fiscal year 2014. In comparison, the net gain on sale of loans was $13.7 million on loan sales of $450.0 million in fiscal year 2013 and $11.8 million on loan sales of $417.0 million in fiscal year 2012. Our average gain as a percentage of loans sold decreased approximately 50 basis points in fiscal year 2014 compared to fiscal year 2013 and approximately 30 basis points compared to 2012, as we reduced pricing to the end customer in order to defend market share. Our loan sale activity in all three fiscal years was primarily the sale of conforming residential mortgage loans to FNMA, other commercial banks and, to a lesser extent, various state-sponsored first-time homebuyer programs. Net gain on sales of loans fluctuates with the volume of loans sold, the type of loans sold and market conditions such as the current interest rate environment. The volume of loans that we sell depends upon conditions in the mortgage

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origination, loan securitization and secondary loan sale markets. Volumes were substantially lower in fiscal year 2014 compared to fiscal years 2013 and 2012 as the increased rates in the home mortgage market during the year substantially slowed refinance activity that had driven a significant portion of our revenues in the prior two fiscal years; this decrease was partially offset by a reduction in costs incurred in our mortgage business.

Investment Center Income. Investment center income consists of revenues from the investment advisory and wealth management services, other than trust services, we make available to our customers. Investment center income was $2.4 million in fiscal year 2014, compared to $3.1 million for fiscal year 2013 and $1.8 million for fiscal year 2012. The decrease in fiscal year 2014 was primarily driven by turnover of our investment staff and related customer attrition, whereas the increase in fiscal year 2013 was primarily the result of an increase in assets under management based on positive market conditions and trends.

Net Gain on Sale of Securities. Net gain on sale of securities represents the difference between gross sale proceeds and carrying value at amortized cost of investment securities sold during the period. We received total proceeds related to security sales of $542.8 million during fiscal year 2012, generating net gains of $7.3 million, compared to the $0.9 million of gains on the sale of securities on total proceeds of $72.4 million during fiscal year 2013 and $0.1 million of gains on the sale of securities on total proceeds of $47.2 million during fiscal year 2014. The decrease in each year is primarily attributable to lower volumes of security sales in each year relative to the prior year.

Other income. Other income includes rental income derived from leasing certain portions of bank-owned real estate, vendor incentive payments and other miscellaneous income items. Other income decreased to $5.0 million in fiscal year 2014 compared to $10.5 million in fiscal year 2013 and $13.7 million in fiscal year 2012, driven primarily by a decrease in the amount of vendor incentives earned.

Noninterest Expense

The following table presents noninterest expense for fiscal years 2014, 2013 and 2012:

	Fiscal year ended September 30,
	2014			2013			2012
	(dollars in thousands)
Noninterest expense:
Salaries and employee benefits	$	95,105		$	100,660		$	97,689
Occupancy expenses, net	17,526			18,532			17,366
Data processing	19,548			18,980			15,270
Equipment expenses	4,350			4,518			5,438
Advertising	4,746			6,267			8,169
Communication expenses	4,510			4,609			4,826
Professional fees	12,233			12,547			13,049
Derivatives, net (gain) loss	11,922			(40,305		)	19,369
Net gain from sale of repossessed property and other assets	(2,451		)	(2,788		)	(6,822		)
Amortization of core deposits and other intangibles	16,215			19,290			19,646
Other	28,440			25,975			34,188
Total noninterest expense	$	212,144		$	168,285		$	228,188

Our noninterest expense consists primarily of salaries and employee benefits, net occupancy expenses, data processing, professional fees, net gain or loss on derivatives and amortization of core deposits and other intangibles. Noninterest expense increased to $212.1 million in fiscal year 2014 from $168.3 million in fiscal year 2013, an increase of 26%. A substantial portion of the increase was driven by a $52.2 million change in derivatives, net (gain) loss, which is offset by a corresponding change in net

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interest income related to our fair value loans. Adjusted for this variance and amortization of intangible assets, our core adjusted noninterest expenses decreased 3% from $189.3 million in fiscal year 2013 to $184.0 million in fiscal year 2014. Our adjusted efficiency ratio was 50.4% for fiscal year 2014 and 50.6% for fiscal year 2013. The decline in our adjusted noninterest expenses was driven primarily by lower salaries and employee benefits and lower net occupancy expenses. For more information on our adjusted net interest expense and adjusted efficiency ratio, including a reconciliation of each to the most directly comparable GAAP financial measures, see “Item 6. Selected Financial Data.”

Noninterest expense decreased to $168.3 million in fiscal year 2013 from $228.2 million in fiscal year 2012, a decrease of 26%. A substantial portion of the decrease was driven by a $59.7 million change in derivatives, net (gain) loss, which is offset by a corresponding change in net interest income related to our fair value loans. Adjusted for this variance and amortization of intangible assets, our adjusted noninterest expenses increased marginally from $189.2 million in fiscal year 2012 to $189.3 million in fiscal year 2013. Our adjusted efficiency ratio was 50.6% for fiscal year 2013 and 52.8% for fiscal year 2012, a decrease of 4%. The remaining portion of the reduction in noninterest expense was driven primarily by decreases in costs related to OREO, including valuation declines and property maintenance and protection, and integration expenses. For more information on our adjusted net interest expense and adjusted efficiency ratio, including a reconciliation of each to the most directly comparable GAAP financial measures, see “Item 6. Selected Financial Data.” Significant components of noninterest expense are described in further detail below.

Salaries and Employee Benefits. Salaries and employee benefits are the largest component of noninterest expense and include the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses were $95.1 million for fiscal year 2014, a 6% decrease from $100.7 million for fiscal year 2013. The decrease was primarily driven by steps we took to streamline our retail management structure and savings realized from a net closure of 21 branches over the last two fiscal years. Salaries and employee benefits were $100.7 million for fiscal year 2013, a 3% increase from $97.7 million for fiscal year 2012. The increase was driven primarily by the impact of a standard annual increase in wages and higher costs of employee benefits including health insurance, retirement plan contributions and other fringe benefits.

Occupancy Expenses. Occupancy costs were $17.5 million for fiscal year 2014, $18.5 million for fiscal year 2013 and $17.4 million for fiscal year 2012. Occupancy expenses relate to our branch network and administrative office locations throughout our footprint, including both owned and leased locations. The reduction in fiscal year 2014 was primarily driven by savings related to branch closures, whereas the increase in fiscal year 2013 was spread over all classes of expenses, including utilities, rent, insurance and real estate taxes.

Data Processing. These expenses include payments to vendors who provide software, data processing, and services on an outsourced basis, costs related to supporting and developing Internet-based activities, credit card rewards provided to our customers and depreciation of bank-owned hardware and software. Expenses for data processing were $19.5 million for fiscal year 2014, a 3% increase from $19.0 million for fiscal year 2013. The year-over-year increase was primarily driven by higher credit card rewards paid to customers due to increased purchase activity volumes. Expenses for data processing were $19.0 million for fiscal year 2013, a 24% increase from $15.3 million for fiscal year 2012. The year-over-year increase was primarily driven by higher depreciation and third party vendor expenditures, mostly related to online and mobile applications, and higher credit card processing expenses on increased volumes.

Advertising. Advertising expenses declined by $1.5 million to $4.7 million in fiscal year 2014 and by $1.9 million to $6.3 million for fiscal year 2013. The decrease was a result of more focused marketing campaigns.

Professional Fees. Professional fees include legal services required to complete transactions, resolve legal matters or delinquent loans, our FDIC and FICO assessments, and the cost of accountants and other consultants. These expenses were $12.2 million for fiscal year 2014, a 3% decrease from $12.5 million for fiscal year 2013, which similarly was a 4% decrease from $13.0 million for fiscal year 2012. The decrease in fiscal year 2014 was driven largely by reduced legal expenses which primarily relates to overall improvements in asset quality and fewer problem assets to consume third-party costs, while the decrease in fiscal year 2013 was primarily driven by a 66% decline in consulting fees resulting from a renewed focus on controlling third party expenses.

Derivatives, Net (Gain) Loss. In the normal course of business, we use interest rate swaps to manage our interest rate risk. The interest rate swap agreements are entered into in order to facilitate the risk management strategies of a small number of commercial real estate, commercial non-real estate and agriculture fixed-rate loan customers with original maturities 5 years or greater, and typically 5 to 15 years. We mitigate this risk by entering into equal and offsetting interest rate swap agreements with NAB. The related interest rate swaps are recognized as either assets or liabilities in our financial statements and any gains or losses on

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these swaps are recorded in earnings as a component of noninterest expense. These arrangements resulted in a $11.9 million net loss in fiscal year 2014, a $40.3 million net gain in fiscal year 2013 and a $19.4 million net loss in fiscal year 2012, representing significant fluctuations each period, which are offset by corresponding changes in net interest income related to our fair value loans. For more information on these accounting arrangements, including the accounting for the related fixed-term loans, see “—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rates Swaps Accounted for at Fair Value.”

Net Gain from Sale of Repossessed Property and Other Assets. Our net gain on the sale of repossessed property and other assets was $2.5 million for fiscal year 2014, a decline of $0.3 million from $2.8 million for fiscal year 2013, consistent with a decrease of approximately 20% of book value of OREO assets sold year-over-year. Net gain on the sale of repossessed property and other assets was $2.8 million for fiscal year 2013, a decline of $4.0 million from $6.8 million for fiscal year 2012. This decline was primarily the result of a decrease in the number and carrying value of properties held as OREO and available for sale, resulting in fewer sales and lower cumulative gains in fiscal year 2013 compared to fiscal year 2012.

Amortization of Core Deposits and Other Intangibles. Amortization of core deposits and other intangibles represents the scheduled amortization of specifically-identifiable intangible assets arising from acquisitions, including NAB’s acquisition of us as well as subsequent acquisitions completed by us. The most significant component of amortization of core deposits and other intangibles relates to core deposit intangible assets, which represented $13.8 million in fiscal year 2014 compared to $16.8 million in fiscal year 2013 and $17.2 million in fiscal year 2012. The intangible assets currently recorded are scheduled to amortize through May 2023. Total scheduled amortization for all intangible assets includes approximately $7 million for fiscal year 2015, approximately $3 million for fiscal year 2016 and immaterial amounts for fiscal years 2017 through 2023.

Other. Other noninterest expenses include costs related to OREO, business development and professional membership fees, travel and entertainment costs and costs specific to integrating newly acquired banks. Other noninterest expenses increased from $26.0 million in fiscal year 2013 to $28.4 million in fiscal year 2014, an increase of 9%. The increase was driven primarily by a $4.7 million increase in net OREO costs which was related in large part to a valuation adjustment related to a specific construction and development loan that was foreclosed during the year, partially offset by reductions across other categories of expenses. Other noninterest expenses decreased from $34.2 million in fiscal year 2012 to $26.0 million in fiscal year 2013, a decrease of 24%. The decrease was driven primarily by a $6.5 million decrease in net OREO costs and a $7.1 million decrease in integration expenses, partially offset by a $2.5 million increase related to the FDIC clawback liability recorded in conjunction with our FDIC loss-sharing arrangements.

Provision for Income Taxes

The provision for income taxes varies due to the amount of taxable income, the investments in tax-advantaged securities and tax credit funds and the rates charged by federal and state authorities. The provision for income taxes of $54.3 million in fiscal year 2014 represents an effective tax rate of 34.1%, compared to $53.9 million or 35.9% for fiscal year 2013 and $44.2 million or 37.7% for fiscal year 2012, with the continuing decrease in rate primarily due to a larger amount of tax exempt interest and the mix of state and local taxes we recognized. We have historically calculated our provision for income taxes as though we were a standalone company and we do not expect any material changes in our provisioning for income taxes as a result of our initial public offering.

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Return on Assets and Equity

The table below presents our return on average total assets, return on average common equity, dividend payout ratio, average common equity to average assets ratio and net income per average common share at and for the dates presented:

	At and for the fiscal year ended September 30,
	2014			2013			2012
Return on average total assets	1.14		%	1.07		%	0.85		%
Return on average common equity	7.34		%	6.97		%	5.40		%
Dividend payout ratio	97		%	43		%	57		%
Average common equity to average assets ratio	15.48		%	15.30		%	15.76		%
Net income per average common share(1)		$1.81			$1.66			$1.26
(1) Net income per average common share is calculated using 57,886,114 shares outstanding after the stock split we effected on October 17, 2014

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Analysis of Financial Condition

Loan Portfolio

The following table presents our loan portfolio by category at the end of each of the last five fiscal years:

	September 30,
	2014		2013		2012		2011		2010
	(dollars in thousands)
Unpaid principal balance:
Commercial non-real estate(1)
Loans, other than loans acquired with deteriorated credit quality	$	1,562,540	$	1,469,834	$	1,334,760	$	941,009	$	875,458
Loans acquired with deteriorated credit quality	9,100		11,922		19,042		29,859		83,343
Total	1,571,640		1,481,756		1,353,802		970,868		958,801
Agriculture(1)
Loans, other than loans acquired with deteriorated credit quality	$	1,681,209	$	1,587,248	$	1,396,472	$	1,091,755	$	923,015
Loans acquired with deteriorated credit quality	—		—		—		—		—
Total	1,681,209		1,587,248		1,396,472		1,091,755		923,015
Commercial real estate(1)
Loans, other than loans acquired with deteriorated credit quality	$	2,476,935	$	2,208,816	$	2,196,543	$	2,083,289	$	2,113,863
Loans acquired with deteriorated credit quality	64,259		103,158		167,556		259,179		430,498
Total	2,541,194		2,311,974		2,364,099		2,342,468		2,544,361
Residential real estate
Loans, other than loans acquired with deteriorated credit quality	$	789,386	$	765,390	$	757,947	$	532,198	$	616,412
Loans acquired with deteriorated credit quality	112,219		141,079		182,278		244,498		376,128
Total	901,605		906,469		940,225		776,696		992,540
Consumer
Loans, other than loans acquired with deteriorated credit quality	$	88,163	$	97,874	$	119,644	$	87,409	$	103,825
Loans acquired with deteriorated credit quality	1,923		3,603		7,592		15,742		65,645
Total	90,086		101,477		127,236		103,151		169,470
Other lending
Loans, other than loans acquired with deteriorated credit quality	$	34,243	$	24,630	$	15,028	$	7,814	$	21,684
Loans acquired with deteriorated credit quality	—		81		386		456		524
Total	34,243		24,711		15,414		8,270		22,208
Total loans, other than loans acquired with deteriorated credit quality	$	6,632,476	$	6,153,792	$	5,820,394	$	4,743,474	$	4,654,257
Total loans acquired with deteriorated credit quality	187,501		259,843		376,854		549,734		956,138
Total unpaid principal balance	6,819,977		6,413,635		6,197,248		5,293,208		5,610,395
Less: Unamortized discount on acquired loans	(25,638)		(34,717)		(55,836)		(94,475)		(184,622)
Less: Unearned net deferred fees and costs and loans in process	(6,872)		(16,245)		(2,838)		(4,692)		(5,053)
Total loans	6,787,467		6,362,673		6,138,574		5,194,041		5,420,720
Allowance for loan losses	(47,518)		(55,864)		(71,878)		(71,543)		(55,620)
Loans, net	$	6,739,949	$	6,306,809	$	6,066,696	$	5,122,498	$	5,365,100

_______________________________________________________________________________________________________________________________________

(1) Unpaid principal balance for commercial non-real estate, agriculture and commercial real estate loans includes fair value adjustments associated with long-term fixed-rate loans where we have entered into interest rate swaps to hedge our interest rate risk. See “—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rate Swaps Accounted for at Fair Value” for more information.

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From September 30, 2010 to September 30, 2014, net of the change in the balance of acquired credit-impaired loans from our acquisition of TierOne Bank that are accounted for in accordance with ASC 310-30 Accounting for Purchased Loans, our loan portfolio grew at a CAGR of 7%. During fiscal year 2014, we continued to focus growth efforts on our commercial non-real estate, agriculture, and certain commercial real estate loan categories. Over the same time period, residential real estate and consumer loans continue to gradually run off in real dollar terms and as a percentage of the portfolio. A large portion of those loans are acquired and continue to run off faster than we originate similar loans.

The following tables present an analysis of the unpaid principal balance of our loan portfolio at September 30, 2014, by borrower and collateral type and by each of the four major geographic areas we use to manage our markets.

	September 30, 2014
	Nebraska			Iowa / Kansas / Missouri			South Dakota			Arizona / Colorado			Other(2)			Total			%
	(dollars in thousands)
Commercial non-real estate(1)	$	369,688		$	710,259		$	267,581		$	189,163		$	34,949		$	1,571,640		23.0	%
Agriculture(1)	139,922			451,859			575,755			512,207			1,466			1,681,209			24.7	%
Commercial real estate(1)	547,788			746,986			660,007			527,505			58,908			2,541,194			37.3	%
Residential real estate	227,114			319,152			159,908			129,151			66,280			901,605			13.2	%
Consumer	26,266			28,844			26,452			6,038			2,486			90,086			1.3	%
Other lending	—			—			—			—			34,243			34,243			0.5	%
Total	$	1,310,778		$	2,257,100		$	1,689,703		$	1,364,064		$	198,332		$	6,819,977		100	%
% by location	19.2		%	33.1		%	24.8		%	20.0		%	2.9		%	100		%

(1) Unpaid principal balance for commercial non-real estate, agriculture and commercial real estate loans includes fair value adjustments associated with long-term fixed-rate loans where we have entered into interest rate swaps to hedge our interest rate risk. See “—Key Factors Affecting Our Business and Financial Statements—Loans and Interest Rate Swaps Accounted for at Fair Value” for more information.

(2) Balances in this column represent acquired workout loans and certain other loans managed by our staff, commercial and consumer credit card loans, fair value adjustments related to acquisitions and loans for which we have elected the fair value option, which could result in a negative carrying amount in the event of a net negative fair value adjustment.

The following table presents additional detail regarding our agriculture, CRE and residential real estate loans at September 30, 2014:

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	Sept. 30, 2014
	(dollars in thousands)
Commercial non-real estate	$	1,571,640
Agriculture real estate	783,405
Agriculture operating loans	897,804
Agriculture	1,681,209
Construction and development	314,000
Owner-occupied CRE	1,151,868
Non-owner-occupied CRE	922,395
Multifamily residential real estate	152,931
Commercial real estate	2,541,194
Home equity lines of credit	340,819
Closed-end first lien	438,708
Closed-end junior lien	63,626
Residential construction	58,452
Residential real estate	901,605
Consumer	90,086
Other	34,243
Total unpaid principal balance	$	6,819,977

Commercial Non-Real Estate. Commercial non-real estate, or business lending, represents one of our core competencies. We believe that providing a tailored range of integrated products and services, including lending, to small- and medium-enterprise customers is the business at which we excel and through which we can generate favorable returns for our stockholders. We offer a number of different products including working capital and other shorter-term lines of credit, fixed-rate loans over a wide range of terms including our tailored business loans, for which we enter into matching interest rate swaps that give us floating payments for all deals over five years, and variable-rate loans with varying terms. During fiscal year 2014, commercial non-real estate lending grew by $89.4 million, or 6%.

Agriculture. Agriculture loans include farm operating loans and loans collateralized by farm land. According to the American Bankers Association, at June 30, 2014, we were ranked the eighth-largest farm lender bank in the United States measured by total dollar volume of farm loans, and we take great pride in our knowledge of the agricultural industry across our footprint. We consider agriculture lending one of our core competencies. In 2008, agriculture loans comprised approximately 15% of our overall loan portfolio, compared to 25% as of September 30, 2014. We target a 20% to 35% portfolio composition for agriculture loans according to our risk appetite statement approved by our board of directors. Within our agriculture portfolio, we are further diversified across a wide range of subsectors with the majority of the portfolio concentrated within various types of grain, livestock and dairy products, and across different geographical segments within our footprint. Total agriculture lending grew by approximately $94.0 million, or 6%, during fiscal year 2014.

Commercial Real Estate. CRE includes both owner-occupied CRE and non-owner-occupied CRE and construction and development lending. While CRE lending will remain a significant component of our overall loan portfolio, we are committed to managing our exposure to riskier construction and development deals specifically, and to CRE lending in general, by targeting relationships with relatively low loan-to-value positions, priced to reflect the amount of risk we accept as the lender. This focus on rebalancing the portfolio is reflected in the fact that CRE lending comprised nearly 50% of the portfolio at the time of the NAB acquisition in 2008, compared to 37% as of September 30, 2014. We saw the most growth of any segment of our portfolio in CRE lending during fiscal year 2014, as the segment grew 10% to $2.54 billion. Construction and development lending grew at a rate of 7%, slower than the overall rate of CRE lending growth, and at $314 million represents only 5% of our overall loan portfolio.

Residential Real Estate. Residential real estate lending reflects 1-to-4-family real estate construction loans, closed-end first-lien mortgages (primarily single-family long-term first mortgages resulting from acquisitions of other banks), closed-end junior-lien mortgages and home equity lines of credit, or HELOCs. Our closed-end first-lien mortgages include a small percentage of single-family first mortgages that we originate and cannot subsequently sell into the secondary market, including jumbo products, adjustable-

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rate mortgages and rural home mortgages. Conversely, a large percentage of our total single-family first mortgage originations are sold into the secondary market in order to meet our interest rate risk management objectives.

Consumer. Our consumer lending offering comprises a relatively small portion of our total loan portfolio, and predominantly reflects small-balance secured and unsecured products marketed by our retail branches.

Other Lending. Other lending includes all other loan relationships that do not fit within the categories above, primarily consumer and commercial credit cards and customer deposit account overdrafts.

The following table presents the maturity distribution of our loan portfolio as of September 30, 2014. The maturity dates were determined based on the contractual maturity date of the loan:

	1 Year or Less		>1 Through 5 Years		>5 Years		Total
	(dollars in thousands)
Maturity distribution:
Commercial non-real estate	$	638,371	$	507,990	$	424,761	$	1,571,122
Agriculture	774,993		605,563		300,653		1,681,209
Commercial real estate	341,197		1,127,383		1,072,614		2,541,194
Residential real estate	113,163		403,041		386,714		902,918
Consumer	17,650		53,833		18,603		90,086
Other lending	33,448		—		—		33,448
Total	$	1,918,822	$	2,697,810	$	2,203,345	$	6,819,977

The following table presents the distribution, as of September 30, 2014, of our loans that were due after one year between fixed and variable interest rates:

	Fixed		Variable		Total
	(dollars in thousands)
Maturity distribution:
Commercial non-real estate	$	574,608	$	358,143	$	932,751
Agriculture	676,334		229,882		906,216
Commercial real estate	1,153,903		1,046,094		2,199,997
Residential real estate	223,707		566,048		789,755
Consumer	64,662		7,774		72,436
Total	$	2,693,214	$	2,207,941	$	4,901,155

OREO

In the normal course of business, we obtain title to parcels of real estate and other assets when borrowers are unable to meet their contractual obligations and we initiate foreclosure proceedings, or via deed in lieu of foreclosure actions. OREO assets are considered nonperforming assets. When we obtain title to an asset, we evaluate how best to maintain and protect our interest in the property and seek to liquidate the assets at an acceptable price in a timely manner. Our total OREO carrying value was $49.6 million as of September 30, 2014, a decrease of $7.8 million compared to September 30, 2013. The amount of OREO covered by FDIC loss-sharing arrangements was $10.6 million as of September 30, 2014 and $24.4 million as of September 30, 2013. The increase in valuation adjustments and other from fiscal year 2013 to fiscal year 2014 was primarily driven by valuations of a small number of specific exposures. The following table presents our OREO balances for the periods indicated:

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	Fiscal year ended Sept. 30,
	2014		2013		2012
	(dollars in thousands)
Beginning balance	$	57,422	$	68,526	$	99,640
Additions to OREO	33,502		28,980		62,158
Valuation adjustments and other	(14,074)		(6,884)		(14,060)
Sales	(27,270)		(33,200)		(79,212)
Ending balance	$	49,580	$	57,422	$	68,526

Investments

The following table presents the amortized cost of each category of our investment portfolio at the dates indicated:

	Sept. 30,
	2014		2013		2012
	(dollars in thousands)
U.S. Treasury securities	$	222,868	$	—	$	5,005
Mortgage-backed securities:
Government National Mortgage Association	1,113,363		1,470,822		1,502,442
Federal National Mortgage Association	—		1		1
States and political subdivision securities	2,188		3,513		5,757
Corporate debt securities	11,732		11,889		32,878
Other	1,006		5,449		5,449
Total	$	1,351,157	$	1,491,674	$	1,551,532

We have historically invested excess deposits in high-quality, liquid investment securities including residential agency mortgage-backed securities and, to a lesser extent, U.S. Treasury securities, corporate debt securities and issuances of U.S. states and political subdivisions. Our investment portfolio serves as a means to collateralize FHLB borrowings and public funds deposits, to earn net spread income on excess deposits and to maintain liquidity and balance interest rate risk. Dating to the beginning of fiscal year 2011, the portfolio composition was heavily weighted toward Government National Mortgage Association residential agency mortgage-backed securities to fit the risk appetite and financial return targets of NAB; however, we rebalanced approximately $223 million of the portfolio into U.S. Treasury securities in the last half of fiscal year 2014 to balance our interest rate risk exposures. U.S. Treasury securities comprised 17% of the total portfolio as of September 30, 2014. During fiscal year 2014, the carrying value of the portfolio decreased by $139.2 million, or 9% from September 30, 2013 to September 30, 2014, as our loan portfolio growth outpaced deposit growth and certain holdings were liquidated to ensure interest rate risk metrics remained within policy limits.

The following tables present the aggregate amortized cost of each investment category of the investment portfolio and the weighted average yield for each investment category for each maturity period at September 30, 2014. Maturities of mortgage-backed securities may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. The weighted-average yield on these assets is presented below based on the contractual rate, as opposed to a tax equivalent yield concept.

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	September 30, 2014
	Due in one year or less				Due after one year through five years				Due after five years through ten years				Due after ten years			Mortgage-backed securities				Securities without contractual maturities			Total
	Amount		Weighted average return		Amount		Weighted average return		Amount		Weighted average return		Amount		Weighted average return	Amount		Weighted average return		Amount		Weighted average return	Amount		Weighted average return
	(dollars in thousands)
U.S. Treasury securities	$	—	—	%	$	222,868	1.33	%	$	—	—%		$	—	—%	$	—	—%		$	—	—%	$	222,868	1.33	%
Mortgage-backed securities	—		—	%	—		—%		—		—%		—		—%	1,113,363		1.87	%	—		—%	1,113,363		1.87	%
States and political subdivision securities	470		5.78	%	414		3.41	%	1,304		5.30	%	—		—%	—		—%		—		—%	2,188		5.04	%
Corporate debt securities	6,737		2.41	%	—		—%		4,995		1.75	%	—		—%	—		—%		—		—%	11,732		2.13	%
Other	—		—%		—		—%		—		—%		—		—%	—		—%		1,006		—%	1,006		—%
Total	$	7,207	2.63	%	$	223,282	1.33	%	$	6,299	2.48	%	$	—	—%	$	1,113,363	1.87	%	$	1,006	—%	$	1,351,157	1.79	%

Asset Quality

We place an asset on nonaccrual status when any installment of principal or interest is more than 90 days past due (except for loans that are well secured and in the process of collection) or earlier when management determines the ultimate collection of all contractually due principal or interest to be unlikely. Restructured loans for which we grant payment or significant interest rate concessions are placed on nonaccrual status until collectability improves and a satisfactory payment history is established, generally by the receipt of at least six consecutive payments. Our collection policies related to delinquent and charged-off loans are highly focused on individual relationships, and we believe that these policies are in compliance with all applicable laws and regulations.

The following table presents the dollar amount of nonaccrual loans, OREO, restructured performing loans and accruing loans over 90 days past due, at the end of the dates indicated. Loans covered by FDIC loss-sharing arrangements are generally pooled with other similar loans and are generally accreting purchase discount into income each period. Subject to compliance with the applicable loss-sharing agreement, we are generally indemnified by the FDIC at a rate of 80% for any future credit losses on loans covered by FDIC loss-sharing arrangements through June 4, 2015 for commercial loans and June 4, 2020 for single-family real estate loans.

	Sept. 30,
	2014		2013		2012		2011		2010
	(dollars in thousands)
Nonaccrual loans(1)
Commercial non-real estate
Loans covered by FDIC loss-sharing arrangements	$	2,126	$	2,947	$	9,898	$	18,223	$	43,774
Loans not covered by FDIC loss-sharing arrangements	4,908		6,641		7,394		12,359		14,168
Total	7,034		9,588		17,292		30,582		57,942
Agriculture
Loans covered by FDIC loss-sharing arrangements	$	—	$	—	$	—	$	—	$	2,197
Loans not covered by FDIC loss-sharing arrangements	11,453		8,236		3,757		6,200		5,109
Total	11,453		8,236		3,757		6,200		7,306
Commercial real estate
Loans covered by FDIC loss-sharing arrangements	$	21,995	$	31,151	$	48,822	$	120,141	$	179,341
Loans not covered by FDIC loss-sharing arrangements	20,767		57,652		71,455		116,465		45,741
Total	42,762		88,803		120,277		236,606		225,082
Residential real estate
Loans covered by FDIC loss-sharing arrangements	$	10,839	$	13,401	$	16,890	$	21,513	$	37,323
Loans not covered by FDIC loss-sharing arrangements	6,671		8,746		10,798		7,377		6,334
Total	17,510		22,147		27,688		28,890		43,657

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	Sept. 30,
	2014			2013			2012			2011			2010
	(dollars in thousands)
Consumer
Loans covered by FDIC loss-sharing arrangements	$	—		$	—		$	—		$	17		$	1,173
Loans not covered by FDIC loss-sharing arrangements	146			226			401			823			686
Total	146			226			401			840			1,859
Other lending
Loans covered by FDIC loss-sharing arrangements	$	—		$	—		$	—		$	—		$	—
Loans not covered by FDIC loss-sharing arrangements	—			—			—			—			—
Total	—			—			—			—			—
Total nonaccrual loans covered by FDIC loss-sharing arrangements	$	34,960		$	47,499		$	75,610		$	159,894		$	263,808
Total nonaccrual loans not covered by FDIC loss-sharing arrangements	43,945			81,501			93,805			143,224			72,038
Total nonaccrual loans	78,905			129,000			169,415			303,118			335,846
OREO	49,580			57,422			68,526			99,640			132,988
Total nonperforming assets	$	128,485		$	186,422		$	237,941		$	402,758		$	468,834
Restructured performing loans	36,837			39,130			40,009			14,244			—
Total nonperforming and restructured assets	$	165,322		$	225,552		$	277,950		$	417,002		$	468,834
Accruing loans 90 days or more past due	$	28		$	227		$	1,832		$	352		$	203
Nonperforming restructured loans included in total nonaccrual loans	$	20,415		$	63,140		$	50,305		$	14,244		*
Nonaccretable difference outstanding related to loans acquired with deteriorated credit quality	$	62,606		$	92,541		$	179,199		$	303,413		$	495,665
Percent of total assets
Nonaccrual loans(1)
Loans not covered by FDIC loss-sharing arrangements	0.47		%	0.89		%	1.04		%	1.75		%	0.87		%
Total	0.84		%	1.41		%	1.88		%	3.70		%	4.05		%
OREO	0.53		%	0.63		%	0.76		%	1.22		%	1.61		%
Nonperforming assets(2)	1.37		%	2.04		%	2.64		%	4.92		%	5.66		%
Nonperforming and restructured assets(2)	1.76		%	2.47		%	3.09		%	5.09		%	5.66		%

* Information not available for periods indicated.

(1) Includes nonperforming restructured loans.

(2) Includes nonaccrual loans, which includes nonperforming restructured loans.

At September 30, 2014, our nonperforming assets were approximately 1.37% of total assets, compared to 2.04% at September 30, 2013.

Excluding loans covered by FDIC loss-sharing arrangements, we had simple average nonaccrual loans of $65.5 million outstanding during fiscal year 2014. Based on the average loan portfolio yield for these loans for the year of 4.95%, we estimate that we would have received approximately $3 million to $4 million of additional interest income during the year if that entire portion of

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the portfolio had been performing. During the same period, the amount of net interest income that we recorded on these loans was immaterial.

We have experienced a decline in nonaccrual loans and total nonperforming assets in both total-dollar terms and as a percentage of total assets since both measures peaked in fiscal year 2011. Most notably, nonaccrual commercial real estate loans not covered by FDIC loss-sharing arrangements have declined from $116.5 million at September 30, 2011 to $20.8 million at September 30, 2014, a reduction of 82%. This change was driven by our focused workout through restructure and foreclosure of a number of problem loans that were written primarily prior to 2009, supported by our overall focus on managing our exposure to construction and development loans, in particular, which we believe are relatively riskier than other types of CRE loans, including owner-occupied CRE loans. Nonaccrual agriculture loans not covered by FDIC loss-sharing arrangements have increased since the end of fiscal year 2011; however, this increase was driven by a small number of specific loans that we do not believe are representative of our broader agriculture lending portfolio. Further, this increase is proportionate to growth in our overall agriculture loan portfolio since September 30, 2011. Our OREO assets decreased by $7.8 million from September 30, 2013 to September 30, 2014.

Nonaccrual loans covered by FDIC loss-sharing arrangements have declined by 87% since peaking after our acquisition of TierOne Bank in fiscal year 2010, and we expect these loans to continue to decline due to the expiration of the commercial loss-sharing arrangement on June 4, 2015 and the natural runoff through payment or foreclosure of the underlying assets.

We consistently monitor all loans internally rated “watch” or worse because that rating indicates we have identified some potential weakness emerging; but loans rated “watch” will not necessarily become problem loans or become impaired. Aside from the loans on the watch list, we do not believe we have any potential problem loans that are not already identified as nonaccrual, past due or restructured as it is our policy to promptly reclassify loans as soon as we become aware of doubts as to the borrowers’ ability to meet repayment terms. We do not have any material interest-bearing assets that would be disclosed as nonperforming loans or restructured performing loans if they were loans.

When we grant concessions to borrowers that we would not otherwise grant if not for the borrowers’ financial difficulties, such as reduced interest rates or extensions of loan periods, we consider these modifications troubled debt restructurings, or TDRs. The table below outlines total TDRs, split between performing and nonperforming loans, at each of the dates indicated:

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	Sept. 30,
	2014		2013		2012
	(dollars in thousands)
Commercial non-real estate
Performing TDRs	$	6,753	$	4,769	$	14,235
Nonperforming TDRs	1,785		5,007		5,719
Total	8,538		9,776		19,954
Agriculture
Performing TDRs	$	3,780	$	4,326	$	410
Nonperforming TDRs	9,994		7,268		352
Total	13,774		11,594		762
Commercial real estate
Performing TDRs	$	25,177	$	29,373	$	25,323
Nonperforming TDRs	6,884		49,736		41,955
Total	32,061		79,109		67,278
Residential real estate
Performing TDRs	$	1,112	$	662	$	41
Nonperforming TDRs	1,730		1,100		2,279
Total	2,842		1,762		2,320
Consumer
Performing TDRs	$	35	$	—	$	—
Nonperforming TDRs	22		29		—
Total	57		29		—
Other lending
Performing TDRs	$	—	$	—	$	—
Nonperforming TDRs	—		—		—
Total	—		—		—
Total performing TDRs	$	36,857	$	39,130	$	40,009
Total nonperforming TDRs	20,415		63,140		50,305
Total TDRs	$	57,272	$	102,270	$	90,314

We entered into loss-sharing arrangements with the FDIC related to certain assets (loans and OREO) acquired from TierOne Bank on June 4, 2010. We are generally indemnified by the FDIC at a rate of 80% for any future credit losses through June 4, 2015 for commercial loans and OREO and June 4, 2020 for single-family real estate loans and OREO. The table below presents nonaccrual loans, TDRs, and OREO covered by loss-sharing arrangements; a rollforward of the allowance for loan losses for loans covered by loss-sharing arrangements; a rollforward of allowance for loan losses for only those loans purchased with deteriorated credit quality covered by loss-sharing arrangements; and a rollforward of OREO covered by loss-sharing arrangements at and for the periods presented.

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	At and for the fiscal year ended Sept. 30,
	2014			2013			2012			2011			2010
	(dollars in thousands)
Assets covered by FDIC loss-sharing arrangements
Nonaccrual loans(1)	$	34,960		$	47,499		$	75,610		$	159,894		$	263,808
TDRs	5,293			6,145			1,939			1,859			—
OREO	10,628			24,412			44,332			83,417			108,578
Allowance for loan losses, loans covered by FDIC loss-sharing arrangements
Balance at beginning of period	$	7,246		$	14,470		$	12,542		$	—		$	—
Additional impairment recorded	2,364			2,509			20,232			18,841			—
Recoupment of previously-recorded impairment	(4,482		)	(5,095		)	(6,387		)	(874		)	—
Charge-offs	(20		)	(4,638		)	(11,917		)	(5,425		)	—
Recoveries	—			—			—			—			—
Balance at end of period	$	5,108		$	7,246		$	14,470		$	12,542		$	—
OREO covered by FDIC loss-sharing arrangement
Balance at beginning of period	$	24,412		$	44,332		$	83,417		$	108,578		$	—
Additions to OREO	1,785			6,100			28,395			66,299			123,167
Valuation adjustments and other	(3,750		)	(3,754		)	(11,851		)	(33,280		)	(7,749		)
Sales	(11,819		)	(22,266		)	(55,629		)	(58,180		)	(6,840		)
Balance at end of period	$	10,628		$	24,412		$	44,332		$	83,417		$	108,578

(1) Includes nonperforming restructured loans.

Allowance for Loan Losses

We establish an allowance for the inherent risk of probable losses within our loan portfolio. The allowance for loan losses is management’s best estimate of probable credit losses that are incurred in the loan portfolio. We determine the allowance for loan losses based on an ongoing evaluation, driven primarily by monitoring changes in loan risk grades, delinquencies and other credit risk indicators, which is an inherently subjective process. We consider the uncertainty related to certain industry sectors and the extent of credit exposure to specific borrowers within the portfolio. In addition, we consider concentration risks associated with the various loan portfolios and current economic conditions that might impact the portfolio. All of these estimates are susceptible to significant change. Changes to the allowance for loan losses are made by charges to the provision for loan losses. Loans deemed to be uncollectible are charged off against the allowance for loan losses. Recoveries of amounts previously charged-off are credited to the allowance for loan losses.

Our allowance for loan losses consists of two components. For non-impaired loans, we calculate a weighted average ratio of 12-, 36- and 60-month historical realized losses by collateral type; adjust as necessary for our interpretation of current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio and/or significant policy and underwriting changes not entirely covered by the calculated historical loss rates; and apply the loss rates to outstanding loan balances in each collateral category. We calculate the weighted average ratio of 12-, 36- and 60-month historical realized losses for each collateral type by dividing the average net annual charge-offs by the average outstanding loans of such type subject to the calculation for each of the 12-, 36- and 60-month periods, then averaging those three results. For impaired loans, we estimate our exposure for each individual relationship, given the current payment status of the loan, the present value of expected payments and the value of the underlying collateral as supported by third party appraisals, broker’s price opinions, and/or the borrower’s audited financial statements, each adjusted for liquidation costs. Any shortfall between the liquidation value of the underlying collateral and the recorded investment value of the loan is considered the required specific reserve amount. Actual losses in any period may exceed allowance amounts. We evaluate and adjust our allowance for loan losses, and the allocation of the allowance between loan categories, each month.

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The following table presents an analysis of our allowance for loan losses, including provisions for loan losses, charge-offs and recoveries, for the periods indicated:

	At and for the fiscal year ended Sept. 30,
	2014			2013			2012			2011			2010
	(dollars in thousands)
Allowance for loan losses:
Balance at beginning of period	$	55,864		$	71,878		$	71,543		$	55,620		$	33,762
Provision charged to expense	4,456			13,650			16,300			43,810			48,711
Purchase accounting adjustment	—			—			—			—			—
Impairment of loans acquired with deteriorated credit quality	(3,772)			(2,076)			13,845			17,967			—
Charge-offs:
Commercial non-real estate	(5,380)			(3,636)			(7,304)			(9,482)			(10,966)
Agriculture	(2,429)			(4,069)			(49)			(1,075)			(1,155)
Commercial real estate	(3,199)			(19,648)			(24,854)			(32,862)			(11,911)
Residential real estate	(631)			(1,766)			(1,625)			(3,900)			(5,207)
Consumer	(211)			(244)			(1,137)			(526)			(192)
Other lending	(1,893)			(1,851)			(1,764)			(1,521)			(1,044)
Total charge-offs	(13,743)			(31,214)			(36,733)			(49,366)			(30,475)
Recoveries:
Commercial non-real estate	1,439			1,206			1,386			1,156			1,853
Agriculture	58			22			160			201			3
Commercial real estate	1,470			689			3,268			761			830
Residential real estate	233			279			630			379			218
Consumer	156			396			226			241			27
Other lending	1,357			1,034			1,253			774			691
Total recoveries	4,713			3,626			6,923			3,512			3,622
Net loan (charge-offs) recoveries	(9,030)			(27,588)			(29,810)			(45,854)			(26,853)
Balance at end of period	$	47,518		$	55,864		$	71,878		$	71,543		$	55,620
Average total loans for the period(1)	$	6,556,818		$	6,223,009		$	5,549,685		$	5,226,325		$	4,147,054
Total loans at period end(1)	$	6,787,467		$	6,362,673		$	6,138,574		$	5,194,041		$	5,420,720
Ratios
Net charge-offs (recoveries) to average total loans	0.14		%	0.44		%	0.54		%	0.88		%	0.65		%
Allowance for loan losses to:
Total loans	0.70		%	0.88		%	1.17		%	1.38		%	1.03		%
Nonaccruing loans(2)	108.13		%	68.54		%	76.62		%	49.95		%	77.21		%

(1) Loans include unpaid principal balance net of unamortized discount on acquired loans and unearned net deferred fees and costs and loans in process.

(2) Nonaccruing loans excludes loans covered by FDIC loss-sharing arrangements.

In fiscal year 2014, we recorded net charge-offs of $9.0 million, compared to net charge-offs of $27.6 million in fiscal year 2013 and $29.8 million in fiscal year 2012. Net charge-offs as a percentage of average total loans were 0.14% in fiscal year 2014 compared to 0.44% in fiscal year 2013 and 0.54% in fiscal year 2012.

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Total charge-offs and net charge-offs have each decreased since fiscal year 2011. The majority of charge-offs in fiscal years 2011, 2012 and 2013 were related to commercial real estate loans, primarily loans that were written prior to 2009. We believe this continued decline is reflective of our focus on managing our exposure to non-owner-occupied commercial real estate and construction and development loans, which we believe are relatively riskier than owner-occupied CRE loans, and represents that the majority of our most problematic commercial real estate loans have been worked out of our portfolio. Agriculture charge-offs increased in fiscal years 2013 and 2014; however, these increases are related to a small number of specific loans and, we believe, are not representative of underlying issues in our broader agriculture portfolio.

At September 30, 2014, the allowance for loan losses was 0.70% of our total loan portfolio, compared with 0.88% at September 30, 2013. Our allowance for loan losses, both in total dollars and as a percentage of total loans, has declined since September 30, 2013. Since that point in time we have experienced a consistent decline in annual net charge-offs as a percentage of total loans which impacts the allowance calculation for non-impaired loans and a reduction in nonperforming (and typically impaired) loans which generally require higher specific reserves. Additionally, certain of our loans which are carried at fair value, totaling $985 million and $842 million at September 30, 2014 and September 30, 2013, respectively, have no associated allowance for loan losses, but rather have a fair value adjustment related to credit risk, which is reflected in interest income, thus driving the overall ratio of allowance for loan losses to total loans lower. The amount of fair value adjustment related to credit risk on these loans was $6.0 million at each of September 30, 2014 and September 30, 2013.

The following tables present management’s historical allocation of the allowance for loan losses by loan category, in both dollars and percentage of our total allowance for loan losses, to specific loans in those categories at the dates indicated:

	Sept. 30,
	2014		2013		2012		2011		2010
	(dollars in thousands)
Allocation of allowance for loan losses:
Commercial non-real estate	$	10,550	$	11,222	$	18,979	$	16,450	$	14,687
Agriculture	10,655		9,296		6,906		2,509		2,298
Commercial real estate	16,884		22,562		30,234		40,733		31,593
Residential real estate	8,342		11,779		14,761		10,758		6,026
Consumer	264		312		542		832		624
Other lending	823		693		456		261		392
Total	$	47,518	$	55,864	$	71,878	$	71,543	$	55,620

	Sept. 30,
	2014		2013		2012		2011		2010
Allocation of allowance for loan losses:
Commercial non-real estate	22.2	%	20.1	%	26.4	%	23.0	%	26.4	%
Agriculture	22.4	%	16.6	%	9.6	%	3.5	%	4.1	%
Commercial real estate	35.5	%	40.4	%	42.1	%	56.9	%	56.8	%
Residential real estate	17.6	%	21.1	%	20.5	%	15.0	%	10.8	%
Consumer	0.6	%	0.6	%	0.8	%	1.2	%	1.1	%
Other lending	1.7	%	1.2	%	0.6	%	0.4	%	0.7	%

Management will continue to evaluate the loan portfolio and assess economic conditions in order to determine future allowance levels and the amount of loan loss provisions. We review the appropriateness of our allowance for loan losses on a monthly basis. Management monitors closely all past due and restructured loans in assessing the appropriateness of its allowance for loan losses. In addition, we follow procedures for reviewing and grading all substantial commercial and agriculture relationships at least annually. Based predominantly upon the review and grading process, we determine the appropriate level of the allowance in response

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to our assessment of the probable risk of loss inherent in our loan portfolio. Management will make additional loan loss provisions when the results of its problem loan assessment methodology or overall allowance appropriateness test indicate additional provisions are required.

The review of problem loans is an ongoing process during which management may determine that additional charge-offs are required or additional loans should be placed on nonaccrual status. We recorded provision for loan losses of $0.7 million during fiscal year 2014. We recorded provisions for loan losses of $11.6 million and $30.1 million during fiscal years 2013 and 2012, respectively. We have also recorded an allowance for unfunded lending-related commitments that represents our estimate of incurred losses on the portion of lending commitments that borrowers have not advanced. The balance of the allowance for unfunded lending-related commitments was $0.4 million at September 30, 2014 and September 30, 2013.

Deposits

We obtain funds from depositors by offering consumer and business demand deposit accounts, MMDAs, NOW accounts, savings accounts and term CDs. At September 30, 2014 and September 30, 2013, our total deposits were $7.05 billion and $6.95 billion, respectively. Deposits increased 1% at September 30, 2014 as compared to September 30, 2013. Our accounts are federally insured by the FDIC up to the legal maximum. We advertise in newspapers, on the Internet and on television and radio to attract deposits and perform limited direct telephone solicitation of potential institutional depositors such as investment managers, public depositors and pension plans. We have significantly shifted the composition of our deposit portfolio away from CDs toward demand, NOW, MMDA and savings accounts over the last 24 months. This has dramatically reduced our overall cost of deposit funding, in addition to the fact that we have greatly increased adherence to internally published rate offerings for various types of deposit account offerings. The following table presents the balances and weighted average cost of our deposit portfolio at the following dates:

	Sept. 30
	2014				2013				2012
	Amount		Weighted Avg. Cost		Amount		Weighted Avg. Cost		Amount		Weighted Avg. Cost
	(dollars in thousands)
Non-interest-bearing demand	$	1,303,015	—	%	$	1,199,427	—	%	$	1,076,437	—	%
NOW accounts, money market and savings	4,005,471		0.24	%	3,601,796		0.21	%	3,037,382		0.22	%
Time certificates, $100,000 or more	733,376		0.98	%	850,817		1.04	%	1,178,095		1.36	%
Other time certificates	1,010,318		0.82	%	1,296,168		0.97	%	1,592,601		1.27	%
Total	$	7,052,180	0.36	%	$	6,948,208	0.42	%	$	6,884,515	0.62	%

Municipal public deposits constituted $1.00 billion and $982 million of our deposit portfolio at September 30, 2014, and September 30, 2013, respectively, of which $760 million and $666 million, respectively, were required to be collateralized. Our top 10 depositors were responsible for 9% of our total deposits at September 30, 2014 and September 30, 2013.

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The following table presents deposits by region:

	Sept. 30,
	2014		2013		2012
	(dollars in thousands)
Nebraska	$	2,366,196	$	2,455,229	$	2,481,965
Iowa / Kansas / Missouri	2,096,212		2,103,593		1,827,833
South Dakota	1,431,737		1,315,652		1,428,004
Arizona / Colorado	1,105,535		1,038,201		1,100,562
Corporate and other	52,500		35,533		46,151
Total deposits	$	7,052,180	$	6,948,208	$	6,884,515

We fund a portion of our assets with CDs that have balances of $100,000 or more and that have maturities generally in excess of six months. At September 30, 2014 and September 30, 2013, our CDs of $100,000 or more totaled $733 million and $851 million, respectively. The following table presents the maturities of our CDs of $100,000 or more and less than $100,000 in size at September 30, 2014:

	Greater than or equal to $100,000			Less than $100,000
	(dollars in thousands)
Remaining maturity:
Three months or less	$	162,461		$	238,132
Over three through six months	123,192			195,454
Over six through twelve months	212,494			236,031
Over twelve months	235,229			340,701
Total	$	733,376		$	1,010,318
Percent of total deposits	10.4		%	14.3		%

At September 30, 2014 and September 30, 2013, the average remaining maturity of all CDs was approximately 13 months. The average CD amount per account was approximately $28,581 and $29,538 at September 30, 2014 and September 30, 2013, respectively.

We have acquired term CDs that matured prior to September 30, 2014 from a source that was deemed to be a broker. The total amount of these deposits was approximately $0.4 million at September 30, 2013. We no longer acquire deposits from this source.

Derivatives

In the normal course of business, we enter into fixed-rate loans having original maturities of 5 years or greater (typically between 5 and 15 years) with certain of our commercial and agribusiness banking customers to assist them in facilitating their risk management strategies. We mitigate our interest rate risk associated with these loans by entering into equal and offsetting fixed-to-floating interest rate swap agreements for these loans with NAB London Branch. We have elected to account for the loans at fair value under ASC 825 Fair ValueOption. Changes in the fair value of these loans are recorded in earnings as a component of interest income in the relevant period. The related interest rate swaps are recognized as either assets or liabilities in our financial statements and any gains or losses on these swaps are recorded in earnings as a component of noninterest expense. The economic hedges are fully effective from an interest rate risk perspective, as gains and losses on our swaps are directly offset by changes in fair value of the hedged loans (i.e., swap interest rate risk adjustments are directly offset by associated loan interest rate risk adjustments). Consequently, any changes in interest income associated with changes in fair value resulting from interest rate movement, as opposed to changes in credit quality, on the loans are directly offset by equal and opposite charges to or reductions in noninterest expense for the related interest rate swap. To ensure the correlation of movements in fair value between the interest rate swap and the related loan,

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we pass on all economic costs associated with our hedging activity resulting from loan customer prepayments (partial or full) to the customer.

Short-Term Borrowings

Our primary sources of short-term borrowings include securities sold under repurchase agreements and certain FHLB advances maturing within 12 months. The following table presents certain information with respect to only our borrowings with original maturities less than 12 months at fiscal year-end for each of our last three fiscal years:

	As of and for the fiscal year ended Sept. 30,
	2014			2013			2012
	(dollars in thousands)
Short-term borrowings:
FHLB advances	$	—		$	50,000		$	150,000
Securities sold under agreements to repurchase	157,979			213,940			231,247
Related party notes payable	5,500			5,500			5,500
Other short-term borrowings	94			107			121
Total short-term borrowings	$	163,573		$	269,547		$	386,868
Maximum amount outstanding at any month-end during the period	$	264,345		$	387,769		$	447,274
Average amount outstanding during the period	$	205,483		$	315,611		$	347,937
Weighted average rate for the period	0.42		%	0.30		%	0.36		%
Weighted average rate as of date indicated	0.37		%	0.29		%	0.34		%

Great Western also has a $10 million revolving line of credit issued by NAB that is due on demand. Amounts outstanding under the line of credit bear interest at a rate equal to the London inter-bank offered rate, or LIBOR, for three-month U.S. dollar deposits plus 125 basis points, with interest payable quarterly. The interest rate is recalculated every quarter and was 1.4067% at September 30, 2014. There were outstanding advances of $5.5 million on this line of credit at each of September 30, 2014 and September 30, 2013. We incurred $0.1 million in interest expense on outstanding amounts under the line of credit during each of fiscal years 2014, 2013 and 2012.

Other Borrowings

Great Western has outstanding $56.1 million of junior subordinated debentures to affiliated trusts in connection with the issuance of trust preferred securities by such trusts as of September 30, 2014, September 30, 2013, and September 30, 2012. We are permitted under applicable laws and regulations to count these trust preferred securities as part of our Tier 1 capital.

Great Western also has outstanding a subordinated capital note issued to NAB New York Branch having an aggregate principal amount of approximately $35.8 million maturing in June 2018. Interest on the note is payable quarterly and accrues at a rate equal to LIBOR for three-month U.S. dollar deposits plus 205 basis points. The interest rate on the note is recalculated every quarter and was 2.2836% at September 30, 2014. We incurred $0.8 million and $0.9 million in interest on outstanding amounts under the line of credit during the fiscal years ended September 30, 2014 and 2013, respectively. Subject to receipt of regulatory approval, we may prepay the note at any time, in whole but not in part, without penalty.

Off-Balance Sheet Commitments, Commitments, Guarantees and Contractual Obligations

The following table summarizes the maturity of our contractual obligations and other commitments to make future payments at September 30, 2014. Customer deposit obligations categorized as “not determined” include noninterest-bearing demand accounts, NOW accounts, MMDAs and passbook accounts.

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	Less Than 1 Year		1 to 2 Years		2 to 5 Years		>5 Years		Not Determined		Total
	(dollars in thousands)
Contractual Obligations:
Customer deposits	$	1,167,763	$	310,157	$	246,893	$	18,881	$	5,308,486	$	7,052,180
Securities sold under agreement to repurchase	805		—		2,802		—		158,080		161,687
FHLB advances and other borrowings	65,094		90,000		150,000		270,000		—		575,094
Related party notes payable	5,500		—		35,795		—		—		41,295
Subordinated debentures(1)	—		—		—		56,083		—		56,083
Accrued interest payable	5,273		—		—		—		—		5,273
Operating leases, net of sublease income	3,437		2,957		5,253		1,261		—		12,908
Interest on FHLB advances	3,512		2,672		5,649		4,526		—		16,359
Interest on related party notes payable(1)	83		—		—		—		—		83
Other Commitments:
Commitments to extend credit—non-credit card	$	1,255,999	$	122,041	$	271,372	$	111,122	$	16,223	$	1,776,747
Commitments to extend credit—credit card	—		—		—		—		162,797		162,797
Letters of credit	54,381		—		—		—		—		54,381

(1) The outstanding balance on our $10 million line of credit with NAB New York Branch and our subordinated debentures can be prepaid at any time without penalty; therefore, no future interest payments, other than those already accrued, are reflected.

Instruments with Off-Balance Sheet Risk

In the normal course of business, we enter into various transactions that are not included in our consolidated financial statements in accordance with GAAP. These transactions include commitments to extend credit to our customers and letters of credit. Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the commitment. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued primarily to support or guarantee the performance of a customer’s obligations to a third party. The credit risk involved in issuing letters of credit is essentially the same as originating a loan to the customer. We manage the risks associated with these arrangements by evaluating each customer’s creditworthiness prior to issuance through a process similar to that used by us in deciding whether to extend credit to the customer.

The following table presents the total notional amounts of all commitments by us to extend credit and letters of credit as of the dates indicated:

	Sept. 30,
	2014		2013		2012
	(dollars in thousands)
Commitments to extend credit	$	1,939,544	$	1,713,869	$	1,451,680
Letters of credit	54,381		51,893		61,111
Total	$	1,993,925	$	1,765,762	$	1,512,791

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Liquidity

Liquidity refers to our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. We consider the effective and prudent management of liquidity to be fundamental to our health and strength. Our objective is to manage our cash flow and liquidity reserves so that they are adequate to fund our obligations and other commitments on a timely basis and at a reasonable cost.

Our liquidity risk is managed through a comprehensive framework of policies and limits overseen by our bank’s asset and liability committee. We continuously monitor and make adjustments to our liquidity position by adjusting the balance between sources and uses of funds as we deem appropriate. Our primary measures of liquidity include monthly cash flow analyses under ordinary business activities and conditions and under situations simulating a severe run on our bank. We also monitor our bank’s deposit to loan ratio to ensure high quality funding is available to support our strategic lending growth objectives, and have internal management targets for the FDIC’s liquidity ratio, net short-term non-core funding dependence ratio and non-core liabilities to total assets ratio. The results of these measures and analyses are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs.

Great Western. Great Western’s primary source of liquidity is cash obtained from dividends by our bank. We primarily use our cash for the payment of dividends, when and if declared by our board of directors, and the payment of interest on our outstanding junior subordinated debentures and related party notes payable. We also use cash, as necessary, to satisfy the needs of our bank through equity contributions and for acquisitions. At September 30, 2014, Great Western had $5.8 million of cash. Great Western declared and paid to National Americas Investment, Inc. an aggregate dividend of $34.0 million (related to our earnings in the second half of fiscal year 2014) during our fourth fiscal quarter, bringing total dividends paid to National Americas Investment, Inc. during the fiscal year to $102.0 million. The outstanding amounts under our revolving line of credit with NAB and subordinated capital note issued to NAB New York Branch together totaled $41.3 million at September 30, 2014. Our management believes that the sources of available liquidity are adequate to meet all reasonably foreseeable short-term and intermediate-term demands.

Great Western Bank. Our bank maintains sufficient liquidity by maintaining minimum levels of excess cash reserves (measured on a daily basis), a sufficient amount of unencumbered, highly liquid assets and access to contingent funding with the FHLB. At September 30, 2014, our bank had cash of $250.9 million and $1.34 billion of highly-liquid securities held in our investment portfolio, of which $1.13 billion were pledged as collateral on public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law. The balance could be sold to meet liquidity requirements. Our bank also had $575.0 million in FHLB borrowings at September 30, 2014, with additional available lines of $659.8 million. Our bank primarily uses liquidity to meet loan requests and commitments (including commitments under letters of credit), to accommodate outflows in deposits and to take advantage of interest rate market opportunities. At September 30, 2014, we had a total of $1.99 billion of outstanding exposure under commitments to extend credit and issued letters of credit. Our management believes that the sources of available liquidity are adequate to meet all our bank’s reasonably foreseeable short-term and intermediate-term demands.

Capital

As a bank holding company, we must comply with the capital requirements established by the Federal Reserve, and our bank must comply with the capital requirements established by the FDIC. The current risk-based guidelines applicable to us and our bank are based on the Basel I framework, as implemented by the federal bank regulators. See “Item 1. Business—Supervision and Regulation—Regulatory Capital Requirements.”

The following table presents our regulatory capital ratios at September 30, 2014 and the standards for both well-capitalized depository institutions and minimum capital requirements. Our capital ratios exceeded applicable regulatory requirements.

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	Actual
	Capital Amount		Ratio		Minimum Capital Requirement Ratio		Well Capitalized Ratio
	(dollars in thousands)
Great Western
Tier 1 capital	$	782,872	11.8	%	4.0	%	6.0	%
Total capital	851,867		12.9	%	8.0	%	10.0	%
Tier 1 leverage	782,872		9.1	%	4.0	%	5.0	%
Great Western Bank
Tier 1 capital	$	813,874	12.3	%	4.0	%	6.0	%
Total capital	861,392		13.0	%	8.0	%	10.0	%
Tier 1 leverage	813,874		9.5	%	4.0	%	5.0	%

At September 30, 2014 and September 30, 2013, our Tier 1 capital included an aggregate of $56.1 million of trust preferred securities issued by our subsidiaries. At September 30, 2014, our Tier 2 capital included $47.5 million of the allowance for loan losses and $21.5 million of an intercompany subordinated capital note, subject to phase-out and a current haircut of 60%. At September 30, 2013, our Tier 2 capital included $55.9 million of the allowance for loan losses and $28.6 million of subordinated intercompany notes payable, subject to phase-out and a current haircut of 80%. Our total risk-weighted assets were $6.62 billion at September 30, 2014.

In July 2013, the federal bank regulators approved the New Capital Rules (as defined and discussed in “Item 1. Business—Supervision and Regulation—Regulatory Capital Requirements”), which implement the Basel III capital framework and various provisions of the Dodd-Frank Act. We and our bank will be required to comply with these rules beginning on January 1, 2015, subject to the phase-in of certain provisions. In addition to other changes, the New Capital Rules establish a new common equity Tier 1 capital ratio. At September 30, 2014, calculated on a fully phased-in basis, our common equity Tier 1 capital ratio would have been 10.6%, which exceeds the 4.5% minimum ratio requirement in the rules (and the 7.0% minimum ratio requirement after including the full phase-in of the capital conservation buffer). At September 30, 2014, calculated on a fully phased-in basis, our bank’s common equity Tier 1 capital ratio would have been 11.4%.

The New Capital Rules also make changes to the calculation of Tier 1 capital and total capital, as well as changing the risk weightings associated with calculating our risk weighted assets. We believe the most significant changes from the current risk-based capital guidelines currently applicable to us will be the increased risk weightings for higher-volatility CRE, revolving lines of credit with less than a one year term and on past-due and impaired loans. In addition, our outstanding trust preferred securities will continue to qualify as additional Tier 1 capital under the New Capital Rules until we exceed $15 billion in consolidated total assets. At September 30, 2014, calculated on a fully phased-in basis, our Tier 1 capital ratio calculated under the New Capital Rules was 11.4%, and our bank’s Tier 1 capital ratio calculated under the New Capital Rules was 11.8%. We believe that, as of September 30, 2014, we and our bank would meet all capital adequacy requirements under the New Capital Rules on a fully phased-in basis as if such requirements were then in effect.

The common equity Tier 1 capital and Tier 1 capital ratio calculated under the New Capital Rules for both us and our bank are unaudited, non-GAAP financial measures. These ratios are calculated based on our estimates of the required adjustments under the New Capital Rules to the current regulatory-required calculation of risk-weighted assets and estimates of the application of provisions of the New Capital Rules to be phased in over time. We believe these estimates are reasonable, but they may ultimately be incorrect as we finalize our calculations under the New Capital Rules. A reconciliation our and our bank’s common equity Tier 1 capital and Tier 1 capital ratio calculated under the New Capital Rules at September 30, 2014 to our and our bank’s current regulatory-required Tier 1 capital ratios are presented in the table below:

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	September 30, 2014
	Great Western			Great Western Bank
	(dollars in thousands)
Common equity Tier 1 capital:
Total Tier 1 capital	$	782,872		$	813,874
Less: Trust preferred securities	56,083			—
Total common equity Tier 1 capital	$	726,789		$	813,874
Risk-weighted assets	$	6,618,157		$	6,617,170
Add: Net change in risk-weighted assets	260,000			260,000
Basel III risk-weighted assets	$	6,878,157		$	6,877,170
Current regulatory Tier 1 capital ratio	11.8		%	12.3		%
Common equity Tier 1 capital ratio	10.6		%	11.8		%
Basel III Tier 1 capital ratio	11.4		%	11.8		%

Internal Control Over Financial Reporting

Until our initial public offering in October 2014, we were a wholly owned subsidiary of NAB, and our results have been included in NAB’s consolidated financial statements since NAB acquired us in 2008. As a result, we have historically reported our financial results to NAB under International Financial Reporting Standards (“IFRS”), which were applicable to us as a wholly owned subsidiary of NAB. In accordance with the terms of the Stockholder Agreement we entered into with NAB, we will be required to report our financial results to NAB under IFRS until such time as NAB is no longer required under IFRS to account in its financial statements for its holdings in our business under an equity method of accounting (unless our obligation is terminated earlier by NAB). In addition, as regulated financial institutions, we and our bank have also reported our financial results under GAAP for an extended period of time, as required under the financial reporting regulatory regime applicable to financial institutions and their holding companies in the U.S. We are required to report financial results under GAAP to the Federal Reserve, and our bank is required to report financial results under GAAP to the FDIC and the South Dakota Division of Banking.

As a publicly traded company, we are subject to the financial reporting standards prescribed under GAAP and SEC rules, which are more extensive than the standards applicable to us as a wholly owned subsidiary of NAB prior to our initial public offering. Complying with these heightened financial reporting standards has required us to implement enhancements to the design and operation of our internal control over financial reporting. In the process of preparing additional disclosures required by the SEC for public companies contained within our consolidated financial statements under these requirements in connection with our initial public offering, during the third quarter of fiscal year 2014, we concluded a material weakness existed in the design and operation of our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weakness identified resulted primarily from a lack of sufficient resources and personnel within the accounting function engaged in the preparation and review of our consolidated financial statements and a lack of formal controls and procedures with respect to our internal review of the accuracy and completeness of our application of SEC rules to our consolidated financial statements. The material weakness did not affect our reported net income or stockholder’s equity for any financial reporting period or materially affect our reported total assets and total liabilities for any financial reporting period.

Following identification of the material weakness, we implemented a number of controls and procedures designed to improve our control environment. In particular, we included additional members of our accounting and financial reporting staff in the preparation and review of the consolidated financial statements for the year ended September 30, 2014, and have implemented a more formal preparation and review hierarchy designed to identify and resolve potential errors on a timely basis. We have also contracted with two independent consulting firms to assist us in the preparation of our consolidated financial statements, and we plan to hire and utilize additional experienced, qualified personnel within our financial reporting function in the future to assist with the preparation and review of future financial statements. Although we believe these changes to our control environment will be sufficient to remediate our previously identified material weakness, we believe that further reporting periods are required to confirm the

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remediation as well as the ongoing effectiveness of the revised control environment. We may be unsuccessful in implementing all remedial measures we may undertake, and these measures may not significantly improve or remediate the material weakness identified in the design and operating effectiveness of our internal control over financial reporting, which, in future periods, could impact our ability to report our financial results accurately or on a timely basis.

More generally, if we are unable to meet the demands that have been placed upon us as a public company, including the requirements of Sarbanes-Oxley, we may be unable to accurately report our financial results in future periods, or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Sarbanes-Oxley, when and as applicable, could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Under such circumstances, we may be unable to implement the necessary internal controls in a timely manner, or at all, and future material weaknesses may exist or may be discovered. If we fail to implement the necessary improvements, or if material weaknesses or other deficiencies occur, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our consolidated financial statements, a decline in our stock price, suspension or delisting of our common stock from the NYSE and could have a material adverse effect on our business, results of operations or financial condition. Even if we are able to report our financial statements accurately and in a timely manner, any failure in our efforts to implement the improvements or disclosure of material weaknesses in our future filings with the SEC could cause our reputation to be harmed and our stock price to decline significantly.

We have not performed an evaluation of our internal control over financial reporting, as contemplated by Section 404 of Sarbanes-Oxley, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date reported in our financial statements. Had we performed such an evaluation or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies, including additional material weaknesses and significant deficiencies, may have been identified. In addition, the JOBS Act provides that, so long as we qualify as an “emerging growth company,” we will be exempt from the provisions of Section 404(b) of Sarbanes-Oxley, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. We may take advantage of this exemption so long as we qualify as an “emerging growth company.”

Impact of Inflation and Changing Prices

Our financial statements included in this prospectus have been prepared in accordance with GAAP, which requires us to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession generally are not considered. The primary effect of inflation on our operations is reflected in increased operating costs. In our management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities.

Recent Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update, or ASU, 2011-11 Disclosures about Offsetting Assets and Liabilities. Under the ASU, an entity is required to disclose both gross and net information about instruments and transactions eligible for offset in the balance sheet, as well as instruments and transactions subject to an agreement similar to a master netting agreement. In January 2013, the FASB released ASU 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which amended ASU 2011-11 to specifically include only derivatives accounted for under Topic 815, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions that are either offset or subject to an enforceable master netting arrangement. The disclosure requirements became effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The adoption of these accounting pronouncements did not have a material impact on our consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04 Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The update amends existing literature to eliminate diversity in practice by clarifying and defining when an in substance repossession or foreclosure occurs. The

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terms “in substance a repossession or foreclosure” and “physical possession” are not currently defined in the accounting literature, resulting in diversity in practice when a creditor derecognizes a loan receivable and recognizes the real estate property collateralizing the loan receivable as an asset. Additionally, the update requires interim and annual disclosures of both the amount of foreclosed residential real estate property and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The update is effective for annual periods and the interim periods within those annual periods beginning after December 15, 2014. The adoption of the update to existing standards is not expected to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers (Topic 606), which does not apply to financial instruments. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. Early application is not permitted. The Company is assessing the impact of ASU 2014-09 on its accounting and disclosures.

Critical Accounting Policies and the Impact of Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to allowance for loan losses, credit risks, estimated loan lives, interest rate risk, investments, intangible assets, income taxes, contingencies, litigation and other operational risks. We base these estimates on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Credit Risk Management

Our strategy for credit risk management includes well-defined, centralized credit policies, uniform underwriting criteria and ongoing risk monitoring and review processes for all credit exposures. The strategy also emphasizes diversification on a geographic, industry and customer level; regular credit examinations; and management reviews of loans exhibiting deterioration of credit quality. The credit risk management strategy also includes a credit risk assessment process that performs assessments of compliance with commercial and consumer credit policies, risk ratings, and other critical credit information. Loan decisions are documented with respect to the borrower’s business, purpose of the loan, evaluation of the repayment source and the associated risks, evaluation of collateral, covenants and monitoring requirements and risk rating rationale.

For purposes of managing credit risk, we separate our loan portfolio into a number of classes, including: commercial non-real estate, agriculture, CRE, residential real estate, consumer and other lending.

The commercial non-real estate lending class includes loans made to small and middle market businesses and loans made to public sector customers. Loans in this class are secured by the operations and cash flows of the borrowers, and any guarantors. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan losses for the commercial non real estate lending class. Key risk characteristics relevant to the commercial non real estate lending class include the industry and geography of the borrower’s business, purpose of the loan, repayment source, borrower’s debt capacity and financial performance, loan covenants and nature of pledged collateral. We consider these risk characteristics in assigning risk ratings and estimating environmental factors considered in determining the allowance for loan losses.

The agriculture lending class includes loans made to small and mid-size agricultural individuals and businesses. Loans in this class are secured by agricultural real estate, production, cash flows and any guarantors. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan losses for the agriculture lending class. Key risk characteristics relevant to the agriculture lending class include the geography of the borrower’s operations, commodity prices and weather patterns, purpose of the loan, repayment source, borrower’s debt capacity and financial performance, loan covenants, and nature of pledged collateral. We consider these risk characteristics in assigning risk ratings and estimating environmental factors considered in determining the allowance for loan losses.

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The CRE lending class includes loans made to small and middle market businesses, including multifamily properties. Loans in this class are secured by CRE. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan losses for the CRE lending class. Key risk characteristics relevant to the CRE lending class include the industry and geography of the borrower’s business, purpose of the loan, repayment source, borrower’s debt capacity and financial performance, loan covenants, and nature of pledged collateral. We consider these risk characteristics in assigning risk ratings and estimating environmental factors considered in determining the allowance for loan losses.

The residential real estate lending class includes loans made to consumer customers including residential mortgages, residential construction loans and home equity loans and lines. These loans are typically fixed-rate loans secured by residential real estate. Home equity lines are revolving accounts giving the borrower the ability to draw and repay balances repeatedly, up to a maximum commitment, and are secured by residential real estate. Home equity lines typically have variable-rate terms that are benchmarked to a prime rate. Historical loss history is the primary factor in determining the allowance for loan losses for the residential real estate lending class. Key risk characteristics relevant to residential real estate lending class loans primarily relate to the borrower’s capacity and willingness to repay and include unemployment rates and other economic factors, and customer payment history. These risk characteristics, among others, are reflected in the environmental factors considered in determining the allowance for loan losses.

The consumer lending class includes loans made to consumer customers including loans secured by automobiles and other installment loans, and the other lending class includes credit card loans and unsecured revolving credit lines. Historical loss history is the primary factor in determining the allowance for loan losses for the consumer and other lending classes. Key risk characteristics relevant to loans in the consumer and other lending classes primarily relate to the borrower’s capacity and willingness to repay and include unemployment rates and other economic factors, and customer payment history. These risk characteristics, among others, are reflected in the environmental factors considered in determining the allowance for loan losses.

We classify all non-consumer loans by credit quality ratings. These ratings are Pass, Watch, Substandard, Doubtful, and Loss. Loans with a Pass and Watch rating represent those loans not classified on our rating scale for problem credits, with loans with a Watch rating being monitored and updated at least quarterly by management. Substandard loans are those where a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. Doubtful loans are those where a well-defined weakness has been identified and a loss of contractual cash flows is known. Substandard and doubtful loans are monitored and updated monthly. All loan risk ratings are updated and monitored on a continuous basis. We generally do not risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Alternatively, standard credit scoring systems are used to assess credit risks of consumer loans.

Allowance for Loan Losses and Unfunded Commitments

We maintain an allowance for loan losses at a level management believes is appropriate to reserve for credit losses inherent in our loan portfolio. The allowance for loan losses is determined based on an ongoing evaluation, driven primarily by monitoring changes in loan risk grades, delinquencies and other credit risk indicators, that is inherently subjective.

We consider the uncertainty related to certain industry sectors and the extent of credit exposure to specific borrowers within the portfolio. In addition, consideration is given to concentration risks associated with the various loan portfolios and current economic conditions that might impact the portfolio. We also consider changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry, or customer-specific concentrations), trends in loan performance, the level of allowance coverage relative to similar banking institutions and macroeconomic factors, such as changes in unemployment rates, gross domestic product and consumer bankruptcy filings.

All of these estimates are susceptible to significant change. Changes to the allowance for loan losses are made by charges to the provision for loan losses, which is reflected in the consolidated statement of comprehensive income. Loans deemed to be uncollectible are charged off against the allowance for loan losses. Recoveries of amounts previously charged-off are credited to the allowance for loan losses.

The allowance for loan losses consists of reserves for probable losses that have been identified related to specific borrowing relationships that are individually evaluated for impairment, which we refer to in this prospectus as the “specific reserve,” as well as probable losses inherent in our loan portfolio that are not specifically identified, which we refer to in this prospectus as the “collective reserve.”

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The specific reserve relates to impaired loans. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due (interest as well as principal) according to the contractual terms of the loan agreement. Specific reserves are determined on a loan-by-loan basis based on management’s best estimate of our exposure, given the current payment status of the loan, the present value of expected payments, and the value of any underlying collateral. Impaired loans also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. Generally, the impairment related to troubled debt restructurings is measured based on the fair value of the collateral, less cost to sell, or the present value of expected payments relative to the unpaid principal balance. If the impaired loan is identified as collateral dependent, then the fair value of the collateral method of measuring the amount of the impairment is used. This method requires obtaining an independent appraisal of the collateral and applying a discount factor to the appraised value, if necessary, and including costs to sell.

Management’s estimate for collective reserves reflects losses incurred in the loan portfolio as of the consolidated balance sheet reporting date. Incurred loss estimates are primarily based on historical loss experience and portfolio mix. Incurred loss estimates may be adjusted to reflect current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio, and/or significant policy and underwriting changes.

While management uses the best information available to establish the allowance for loan losses, future adjustments may be necessary if economic conditions differ substantially from the assumptions used in performing the estimates.

Unfunded residential mortgage loan commitments entered into in connection with mortgage loans to be held for sale are considered derivatives and recorded at fair value on the consolidated balance sheet with changes in fair value recorded in other interest income. All other unfunded loan commitments are generally related to providing credit facilities to customers and are not considered derivatives. For purchased loans, the fair value of the unfunded credit commitments is considered in determination of the fair value of the loans recorded at the date of acquisition. Reserves for credit exposure on all other unfunded credit commitments are recorded in other liabilities.

FDIC Indemnification Asset and Clawback Liability

We entered into two loss-sharing agreements with the FDIC in connection with our FDIC-assisted acquisition of TierOne Bank, one covering certain single family residential mortgage loans and one covering commercial loans and other assets. The agreements cover a portion of realized losses on loans, foreclosed real estate and certain other assets. We have recorded assets on the consolidated balance sheets—that is, indemnification assets—representing estimated future amounts recoverable from the FDIC.

Fair values of loans covered by the loss-sharing agreements at the acquisition date were estimated based on projected cash flows available based on the expected probability of default, default timing and loss given default, the expected reimbursement rates (generally 80%) from the FDIC and other relevant terms of the loss-sharing agreements. The initial fair value was established by discounting these expected cash flows with a market discount rate for instruments with like maturity and risk characteristics.

The loss-sharing assets are measured separately from the related loans and foreclosed real estate and recorded as an FDIC indemnification asset on the consolidated balance sheets because they are not contractually embedded in the loans and are not transferrable with the loans should we choose to dispose of them. Subsequent to the acquisition date, reimbursements received from the FDIC for actual incurred losses reduce the carrying amount of the loss-sharing assets. Reductions to expected losses, to the extent such reductions to expected losses are the result of an improvement to the actual or expected cash flows from the covered assets, also reduce the carrying amount of the loss-sharing assets. Additional expected losses, to the extent such expected losses result in the recognition of an allowance for loan losses, increase the carrying amount of the loss-sharing assets. The corresponding accretion or amortization is recorded as a component of interest income on the consolidated statements of comprehensive income. Although these assets are contractual receivables from the FDIC, there are no contractual interest rates.

As part of the loss-sharing agreements, we also assumed a liability, which we refer to as the FDIC Clawback Liability, to be paid within 45 days subsequent to the maturity or termination of the loss-sharing agreements that is contingent upon actual losses incurred over the life of the agreements relative to expected losses considered in the consideration paid at acquisition date and the amount of losses reimbursed to us under the loss-sharing agreements. The liability was recorded at fair value as of the acquisition date. The fair value was based on a discounted cash flow calculation that considered the formula defined in the loss-sharing agreements and projected losses. The difference between the fair value at acquisition date and the projected losses is amortized through other

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noninterest expense. As projected losses and reimbursements are updated, as described above, the FDIC Clawback Liability is adjusted and a gain or loss is recorded in other noninterest expense.

Goodwill

Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as business acquisitions. Goodwill is evaluated annually for impairment on the basis of a single reportable segment, consistent with how we prepare and evaluate our financial results. We perform our impairment evaluation in the fourth quarter of each fiscal year. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill are not recognized in the consolidated financial statements.

Core Deposits and Other Intangibles

Intangible assets consist of core deposits, brand intangible, customer relationships and other intangibles. Core deposits represent the identifiable intangible value assigned to core deposit bases arising from purchase acquisitions. Brand intangible represents the value associated with our bank’s charter and our name. Customer relationships intangible represents the identifiable intangible value assigned to customer relationships arising from a purchase acquisition. Other intangibles represent contractual franchise arrangements under which the franchiser grants the franchisee the right to perform certain functions within a designated geographical area.

The methods and lives used to amortize intangible assets are as follows:

Intangible	Method	Years
Core deposit	Straight-line or effective yield	4.75–6.20
Brand intangible	Straight-line	15
Customer relationships	Straight-line	8.5
Other intangibles	Straight-line	5

Intangible assets are evaluated for impairment if indicators of impairment are identified.

Income Taxes

We file a consolidated income tax return with our bank. Income taxes are allocated pursuant to a tax-sharing arrangement, whereby we pay federal and state income taxes as if we were filing on a standalone basis. Income tax expense includes two components: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over income. We determine deferred income taxes using the liability, or balance sheet, method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Liabilities related to uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination (including upon resolution of the related appeals or litigation processes, if any). References to “more likely than not” refer to a likelihood of more than 50 percent. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.

The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment.

We recognize interest and/or penalties related to income tax matters in other interest and noninterest expense.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk is interest rate risk, which is defined as the risk of loss of net interest income or net interest margin because of changes in interest rates.

We seek to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest-earning assets and interest-bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when our assets, liabilities and off-balance sheet contracts each respond differently to changes in interest rates, including as a result of explicit and implicit provisions in agreements related to such assets and liabilities and in off-balance sheet contracts that alter the applicable interest rate and cash flow characteristics as interest rates change. The two primary examples of such provisions that we are exposed to are the duration and rate sensitivity associated with indeterminate-maturity deposits (e.g., non-interest-bearing checking accounts, NOW accounts, savings accounts and MMDAs) and the rate of prepayment associated with fixed-rate lending and mortgage-backed securities. Interest rates may also affect loan demand, credit losses, mortgage origination volume and other items affecting earnings.

Our management of interest rate risk is overseen by our bank’s asset and liability committee based on a risk management infrastructure approved by our board of directors that outlines reporting and measurement requirements. In particular, this infrastructure sets limits and management targets, calculated monthly, for various metrics, including our economic value sensitivity, our economic value of equity and net interest income simulations involving parallel shifts in interest rate curves, steepening and flattening yield curves, and various prepayment and deposit duration assumptions. Our risk management infrastructure also requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis, non-interest-bearing and interest-bearing demand deposit durations based on historical analysis, and the targeted investment term of capital.

We manage the interest rate risk associated with our interest-bearing liabilities by managing the interest rates and tenors associated with our borrowings from the FHLB and deposits from our customers that we rely on for funding. In particular, from time to time we use special offers on deposits to alter the interest rates and tenors associated with our interest-bearing liabilities. We manage the interest rate risk associated with our interest-earning assets by managing the interest rates and tenors associated with our investment and loan portfolios, from time to time purchasing and selling investment securities and selling residential mortgage loans in the secondary market.

We rely on interest rate swaps to hedge our interest rate exposure on commercial non-real estate, CRE and agricultural loans with fixed interest rates of more than 5 years, such as our tailored business loans. As of September 30, 2014, we had a notional amount of $978.3 million of interest rate swaps outstanding. The overall effectiveness of our hedging strategies is subject to market conditions, the quality of our execution, the accuracy of our valuation assumptions, the associated counterparty credit risk and changes in interest rates.

We do not engage in speculative trading activities relating to interest rates, foreign exchange rates, commodity prices, equities or credit.

We do not maintain a portfolio of mortgage servicing rights.

Evaluation of Interest Rate Risk

We use a net interest income simulation model to measure and evaluate potential changes in our net interest income. We run various hypothetical interest rate scenarios at least monthly and compare these results against a scenario with no changes in interest rates. Our net interest income simulation model incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results such as: (1) the timing of changes in interest rates, (2) shifts or rotations in the yield curve, (3) re-pricing characteristics for market-rate-sensitive instruments on and off balance sheet, (4) differing sensitivities of financial instruments due to differing underlying rate indices, (5) varying loan prepayment speeds for different interest rate scenarios, (6) the effect of interest rate limitations in our assets, such as floors and caps, (7) the effect of our interest rate swaps, and (8) overall growth and repayment rates and product mix of assets and liabilities. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.

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Potential changes to our net interest income in hypothetical rising and declining rate scenarios calculated as of September 30, 2014 are presented in the following table. The projections assume (1) immediate, parallel shifts downward of the yield curve of 100 basis points and immediate, parallel shifts upward of the yield curve of 100, 200, 300 and 400 basis points and (2) gradual shifts downward of 100 basis points over 12 months and gradual shifts upward of 100, 200, 300 and 400 basis points over 12 months. In the current interest rate environment, a downward shift of the yield curve of 200, 300 and 400 basis points does not provide us with meaningful results. In a downward parallel shift of the yield curve, interest rates at the short-end of the yield curve are not modeled to decline any further than 0%. For the immediate-shift scenarios, we assume short-term rates follow a forward yield curve throughout the forecast period that is dictated by the instantaneously shocked yield curve from the as of date. In the gradual-shift scenarios, we take each rate across the yield curve from the as of date and shock it by 1/12th of the total change in rates each month for twelve months.

	Estimated Increase (Decrease) in Net Interest Income
Change in Market Interest Rates as of September 30, 2014	Fiscal Year Ending September 30, 2015		Fiscal Year Ending September 30, 2016
Immediate Shifts
+400 basis points	14.20	%	7.63	%
+300 basis points	10.65	%	5.90	%
+200 basis points	7.00	%	4.08	%
+100 basis points	3.32	%	2.20	%
-100 basis points	(1.650	)%	(2.140	)%
Gradual Shifts
+400 basis points	1.95	%
+300 basis points	1.23	%
+200 basis points	0.57	%
+100 basis points	0.01	%
-100 basis points	(0.390	)%

We primarily use interest rate swaps to ensure that long-term fixed-rate loans are effectively re-priced as short-term rates change, which we believe would allow us to achieve these results.  The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, our net interest income might vary significantly. Non-parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads, would also cause our net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short-term liabilities re-price faster than expected or faster than our assets re-price. Actual results could differ from those projected if we grow assets and liabilities faster or slower than estimated, if we experience a net outflow of deposit liabilities or if our mix of assets and liabilities otherwise changes. Actual results could also differ from those projected if we experience substantially different repayment speeds in our loan portfolio than those assumed in the simulation model. Finally, these simulation results do not contemplate all the actions that we may undertake in response to potential or actual changes in interest rates, such as changes to our loan, investment, deposit, funding or hedging strategies.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholder of

Great Western Bancorp, Inc.

We have audited the accompanying consolidated balance sheets of Great Western Bancorp, Inc. (the "Company") as of September 30, 2014 and 2013, and the related consolidated statements of comprehensive income, stockholder’s equity and cash flows for each of the three years in the period ended September 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Great Western Bancorp, Inc. at September 30, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Chicago, Illinois

December 12, 2014

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GREAT WESTERN BANCORP, INC.

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)

	September 30,
	2014			2013
Assets
Cash and due from banks	$	256,639		$	282,157
Securities	1,341,242			1,480,449
Investment in affiliates	1,683			1,683
Loans, net of allowance for loan losses of $47,518 and $55,864 in 2014 and 2013, respectively (includes $234,036 and $347,408 of loans covered by FDIC loss share agreements in 2014 and 2013, respectively, $985,411 and $841,862 of loans and written loan commitments at fair value under the fair value option in 2014 and 2013, respectively, and $10,381 and $8,271 of loans held for sale in 2014 and 2013, respectively)	6,739,949			6,306,809
Premises and equipment	103,707			114,380
Accrued interest receivable	42,609			41,065
Other repossessed property (includes $10,628 and $24,412 of property covered under FDIC loss share agreements in 2014 and 2013, respectively)	49,580			57,422
FDIC indemnification asset	26,678			45,690
Goodwill	697,807			697,807
Core deposits and other intangibles	14,229			30,444
Net deferred tax assets	44,703			32,626
Other assets	52,603			43,726
Total assets	$	9,371,429		$	9,134,258
Liabilities and stockholder’s equity
Deposits:
Noninterest-bearing	$	1,303,015		$	1,199,427
Interest-bearing	5,749,165			5,748,781
Total deposits	7,052,180			6,948,208
Securities sold under agreements to repurchase	161,687			217,562
FHLB advances and other borrowings	575,094			390,607
Related party notes payable	41,295			41,295
Subordinated debentures	56,083			56,083
Fair value of derivatives	13,092			1,526
Accrued interest payable	5,273			6,790
Income tax payable	4,915			12,390
Accrued expenses and other liabilities	40,720			42,583
Total liabilities	7,950,339			7,717,044
Stockholder’s equity
Common stock, $0.01 par value, authorized 500,000,000 shares; issued and outstanding 2014 and 2013-57,886,114 shares	579			579
Additional paid-in capital	1,260,124			1,260,124
Retained earnings	166,544			163,592
Accumulated other comprehensive income (loss)	(6,157		)	(7,081		)
Total stockholder’s equity	1,421,090			1,417,214
Total liabilities and stockholder’s equity	$	9,371,429		$	9,134,258

See accompanying notes.

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GREAT WESTERN BANCORP, INC.

Consolidated Statements of Comprehensive Income

(In Thousands, Except Share and Per Share Data)

	Years Ended September 30,
	2014		2013		2012
Interest and dividend income
Loans	$	318,259	$	264,333	$	310,182
Taxable securities	26,363		28,552		32,581
Nontaxable securities	80		127		180
Dividends on securities	968		909		1,030
Federal funds sold and other	455		336		331
Total interest and dividend income	346,125		294,257		344,304
Interest expense
Deposits	25,764		33,117		44,416
Securities sold under agreements to repurchase	600		644		1,014
FHLB advances and other borrowings	3,452		3,103		3,098
Related party notes payable	921		950		1,007
Subordinated debentures and other	1,315		1,347		1,436
Total interest expense	32,052		39,161		50,971
Net interest income	314,073		255,096		293,333
Provision for loan losses	684		11,574		30,145
Net interest income after provision for loan losses	313,389		243,522		263,188
Noninterest income
Service charges and other fees	40,204		41,692		38,937
Net gain on sale of loans	5,539		13,724		11,794
Casualty insurance commissions	1,073		1,426		1,383
Investment center income	2,417		3,137		1,847
Net gain on sale of securities	90		917		7,305
Trust department income	3,738		3,545		3,241
Gain on acquisition of business	—		—		3,950
Other	4,993		10,463		13,696
Total noninterest income	58,054		74,904		82,153

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GREAT WESTERN BANCORP, INC.

Consolidated Statements of Comprehensive Income

(In Thousands, Except Share and Per Share Data)

	Years Ended September 30,
	2014			2013			2012
Noninterest expense
Salaries and employee benefits	$	95,105		$	100,660		$	97,689
Occupancy expenses, net	17,526			18,532			17,366
Data processing	19,548			18,980			15,270
Equipment expenses	4,350			4,518			5,438
Advertising	4,746			6,267			8,169
Communication expenses	4,510			4,609			4,826
Professional fees	12,233			12,547			13,049
Derivatives, net (gain) loss	11,922			(40,305		)	19,369
Net (gain) loss from sale of repossessed property and other assets	(2,451		)	(2,788		)	(6,822		)
Amortization of core deposits and other intangibles	16,215			19,290			19,646
Other	28,440			25,975			34,188
Total noninterest expense	212,144			168,285			228,188
Income before income taxes	159,299			150,141			117,153
Provision for income taxes	54,347			53,898			44,158
Net income	$	104,952		$	96,243		$	72,995
Other comprehensive income (loss)—change in net unrealized gain (loss) on securities available-for-sale (net of deferred income tax (expense) benefit of $(386), 15,376 and $(1,502) in 2014, 2013 and 2012 respectively)	924			(26,192		)	2,569
Comprehensive income	$	105,876		$	70,051		$	75,564
Earnings per common share
Weighted average shares outstanding	57,886,114			57,886,114			57,886,114
Earnings per share	$	1.81		$	1.66		$	1.26
Dividends per share
Dividends issued	$	102,000		$	41,400		$	41,800
Dividends per share	$	1.76		$	0.72		$	0.72

See accompanying notes.

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GREAT WESTERN BANCORP, INC.

Consolidated Statement of Stockholder’s Equity

(In Thousands, Except Per Share Data)

Years Ended September 30, 2014, 2013, and 2012

	Comprehensive Income			Common Stock Par Value		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, September 30, 2011				$	579	$	1,260,124	$	77,554		$	16,542		$	1,354,799
Net income	$	72,995		—		—		72,995			—			72,995
Other comprehensive income, net of tax:
Net change in net unrealized gain (loss) on securities available for sale	2,569			—		—		—			2,569			2,569
Comprehensive income	$	75,564
Cash dividends paid: Common stock, $0.72 per share				—		—		(41,800		)	—			(41,800		)
Balance, September 30, 2012				$	579	$	1,260,124	$	108,749		$	19,111		$	1,388,563
Net income	$	96,243		—		—		96,243			—			96,243
Other comprehensive income, net of tax:
Net change in net unrealized gain (loss) on securities available for sale	(26,192		)	—		—		—			(26,192		)	(26,192		)
Comprehensive income	$	70,051
Cash dividends paid:
Common stock, $0.72 per share				—		—		(41,400		)	—			(41,400		)
Balance, September 30, 2013				$	579	$	1,260,124	$	163,592		$	(7,081	)	$	1,417,214
Net income	$	104,952		—		—		104,952			—			104,952
Other comprehensive income, net of tax:
Net change in net unrealized gain (loss) on securities available for sale	924			—		—		—			924			924
Comprehensive income	$	105,876
Cash dividends paid:
Common stock, $1.76 per share				—		—		(102,000		)	—			(102,000		)
Balance, September 30, 2014				$	579	$	1,260,124	$	166,544		$	(6,157	)	$	1,421,090

See accompanying notes.

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GREAT WESTERN BANCORP, INC.

Consolidated Statements of Cash Flows

(In Thousands)

	Years Ended September 30,
	2014			2013			2012
Operating activities
Net income	$	104,952		$	96,243		$	72,995
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	34,770			43,764			47,333
Net gain on sale of securities	(90		)	(917		)	(7,305		)
Net gain on sale of loans	(5,539		)	(13,724		)	(11,794		)
Net loss on sale of premises and equipment	3,280			632			—
Net gain from sale of repossessed assets and other assets	(2,451		)	(2,788		)	(6,822		)
Gain on acquisition of business	—			—			(3,950		)
Provision for loan losses	684			11,574			30,145
Provision for repossessed assets	9,688			4,028			13,820
Proceeds from FDIC indemnification claims	8,914			5,284			57,090
Originations of residential real estate loans held-for-sale	(216,361		)	(429,009		)	(420,491		)
Proceeds from sales of residential real estate loans held-for-sale	219,790			463,730			428,797
Net deferred income taxes	(12,463		)	(6,088		)	(14,719		)
Changes in:
Accrued interest receivable	(1,544		)	(329		)	(3,326		)
Other assets	(1,721		)	(2,931		)	15,005
FDIC indemnification asset	10,098			17,689			573
FDIC clawback liability	1,153			1,202			(1,284		)
Accrued interest payable and other liabilities	(441		)	(35,519		)	21,653
Net cash provided by operating activities	152,719			152,841			217,720
Investing activities
Purchase of securities available for sale	(222,711		)	(520,929		)	(874,857		)
Proceeds from sales and maturities of securities available for sale	354,399			567,931			858,709
Proceeds from sale of mortgage servicing rights	—			—			510
Net increase in loans	(465,217		)	(308,696		)	(753,714		)
Purchase of premises and equipment	(4,978		)	(3,318		)	(12,451		)
Proceeds from sale of premises and equipment	2,736			5,163			2,567
Proceeds from sale of other assets	34,107			45,877			118,834
Purchase of FHLB stock	(7,157		)	(1,967		)	(6,716		)
Business acquisitions, net of cash acquired	—			—			(23,014		)
Net cash used in investing activities	(308,821		)	(215,939		)	(690,132		)
Financing activities
Net increase in deposits	103,972			63,693			254,100
Net increase (decrease) in securities sold under agreements to repurchase	(55,875		)	(18,009		)	20,923
Proceeds from FHLB advances and other borrowings	184,487			84,986			132,078
Net decrease in note payable to NAB	—			—			(7,000		)
Dividends paid	(102,000		)	(41,400		)	(41,800		)
Net cash provided by financing activities	130,584			89,270			358,301
Net increase (decrease) in cash and due from banks	(25,518		)	26,172			(114,111		)
Cash and due from banks, beginning of year	282,157			255,985			370,096
Cash and due from banks, end of year	$	256,639		$	282,157		$	255,985
Supplemental disclosures of cash flows information
Cash payments for interest	$	33,570		$	43,832		$	51,502
Cash payments for income taxes	$	75,695		$	58,599		$	51,249
Supplemental schedules of noncash investing and financing activities
Loans transferred to repossessed assets and other assets	$	(33,502	)	$	(28,980	)	$	(62,158	)

See accompanying notes.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Great Western Bancorp, Inc. (the “Company”) is a bank holding company organized under the laws of Delaware. The primary business of the Company is ownership of its wholly owned subsidiary, Great Western Bank (the “Bank”). The Bank is a full-service regional bank focused on relationship-based business and agri-business banking in Arizona, Colorado, Iowa, Kansas, Missouri, Nebraska, and South Dakota. The Company and the Bank are subject to the regulation of certain federal and/or state agencies and undergo periodic examinations by those regulatory authorities. Substantially all of the Company’s income is generated from banking operations. The Company is a wholly owned indirect subsidiary of National Australia Bank Limited (“NAB”) at September 30, 2014.

Segment Reporting

The “Segment Reporting” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) requires that public companies report certain information about operating segments. It also requires that public companies report certain information about their products and services, the geographic areas in which they operate, and their major customers. The Company is a holding company for a regional bank, which offers a wide array of products and services to its customers. Pursuant to its banking strategy, emphasis is placed on building relationships with its customers, as opposed to building specific lines of business. As a result, the Company is not organized and does not allocate resources around discernible lines of business or geographies and prefers to work as an integrated unit to customize solutions for its customers, with business line and geographic emphasis and product offerings changing over time as needs and demands change. Therefore, the Company only reports one segment, which is consistent with the Company’s preparation of financial information that is evaluated regularly by management in deciding how to allocate resources and assess performance.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts and results of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions.

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Certain items in prior periods have been reclassified to conform to the current presentation.

Subsequent Events

In July 2014, NAB formed the Company, as a wholly owned direct subsidiary of National Americas Holdings LLC, an indirect wholly owned subsidiary of NAB. In October 2014, a series of formation transactions were undertaken whereby the Company acquired Great Western Bancorporation, Inc. (“GWBI”), the former holding company of the Bank, for its carrying value from National Americas Investment, Inc., a wholly owned direct subsidiary of National Americas Holdings LLC, and GWBI was merged with and into the Company, with the Company continuing as the surviving corporation and succeeding to all of the assets, liabilities and business of GWBI. Prior to the formation transactions, the Company held no assets other than a $100 equity contribution, and the Company had not engaged in any business or other activities other than in connection with its formation and as the registrant for an initial public offering of common stock. Because GWBI and the Company were under common control at the time of the formation transactions, the Company’s acquisition of GWBI was accounted for as a transaction among entities under common control. The accompanying consolidated financial statements give effect retrospectively to the combination of the Company, GWBI and the Bank for all periods presented.

In addition, the Company’s certificate of incorporation was amended on October 17, 2014 to give effect to a 578,861.14-for-1 split of its common stock, resulting in 57,886,114 shares of common stock being issued and outstanding. The consolidated financial statements give effect retrospectively to the stock split.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

On October 20, 2014, the Company completed an initial public offering (“IPO”) of 18,400,000 shares of its 57,886,114 outstanding shares of common stock.  All of the shares sold in the offering were shares beneficially owned by NAB.  NAB continues to beneficially own 39,486,114 shares of our common stock.  NAB received all of the net proceeds of $312.16 million from the sale of the shares of common stock sold in the offering.  The 18,400,000 shares sold in the offering are listed on the New York Stock Exchange (“NYSE”) under the symbol GWB.

On September 26, 2014, the Board of Directors adopted, and on October 10, 2014 our shareholder, approved the Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), the Great Western Bancorp, Inc. 2014 Non-Employee Director Plan (the “2014 Director Plan”), and the Great Western Bancorp, Inc. Executive Incentive Compensation Plan (the “Bonus Plan”).  Upon completion of our IPO, the Company granted a total of 216,724 shares of our common stock underlying performance stock units and 65,834 shares of our common stock underlying restricted stock units to certain of our employees. Additionally, a total of 6,666 shares of our common stock underlying performance stock units and 12,221 shares of our common stock underlying restricted stock units were granted to our independent non-employee directors and a non-employee director of our bank.

The Company evaluated subsequent events through the date its consolidated financial statements were issued. Other than those events described above, there were no other material events that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations” (“ASC 805”). The Company recognizes the fair value of the assets acquired and liabilities assumed, immediately expenses transaction costs and accounts for restructuring plans separately from the business combination. There is no separate recognition of the acquired allowance for loan losses on the acquirer’s balance sheet as credit related factors are incorporated directly into the fair value of the loans recorded at the acquisition date. The excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired is recorded as goodwill. Alternatively, a bargain purchase gain is recorded equal to the amount by which the fair value of assets purchased exceeds the fair value of liabilities assumed and consideration paid.

Results of operations of the acquired business are included in the consolidated statements of comprehensive income from the effective date of acquisition.

Cash and Due From Banks

For purposes of the consolidated statements of cash flows, management has defined cash and cash equivalents to include cash on hand, amounts due from banks (including cash items in process of clearing), and amounts held at other financial institutions with an initial maturity of 90 days or less.

Securities

The Company classifies securities upon purchase in one of three categories: trading, held-to-maturity, or available-for-sale. Debt and equity securities held for resale are classified as trading. Debt securities for which the Company has the ability and positive intent to hold until maturity are classified as held-to-maturity. All other securities are classified as available-for-sale as they may be sold prior to maturity in response to changes in the Company’s interest rate risk profile, funding needs, demand for collateralized deposits by public entities or other reasons.

Held-to-maturity securities are stated at amortized cost, which represents actual cost adjusted for premium amortization and discount accretion. Available-for-sale securities are stated at fair value, with unrealized gains and losses, net of related taxes, included in stockholder’s equity as a component of accumulated other comprehensive income (loss).

Trading securities are stated at fair value. Realized and unrealized gains and losses from sales and fair value adjustments of trading securities are included in other noninterest income in the consolidated statements of comprehensive income.

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Notes to Consolidated Financial Statements

Purchases and sales of securities are recognized on a trade date basis. The cost of securities sold is based on the specific identification method.

Declines in the fair value of investment securities available for sale (with certain exceptions for debt securities noted below) that are deemed to be other-than-temporary are recognized in earnings as a realized loss, and a new cost basis for the securities is established. In evaluating other-than-temporary impairment, management considers the length of time and extent to which the fair value has been less than amortized cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in the fair value of debt securities below amortized cost are deemed to be other-than-temporary in circumstances where: (1) the Company has the intent to sell a security; (2) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. If the Company intends to sell a security or if it is more likely than not that the Company will be required to sell the security before recovery, an other-than-temporary impairment loss is recognized in earnings equal to the difference between the security’s amortized cost basis and its fair value. If the Company does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into an amount representing credit loss, which is recognized in earnings, and an amount related to all other factors, which is recognized in other comprehensive income.

Interest and dividends, including amortization of premiums and accretion of discounts, are recognized as interest or dividend income when earned. Realized gains and losses on sales (using the specific identification method) and declines in value judged to be other-than-temporary are included in noninterest income in the consolidated statements of comprehensive income (loss).

Federal Home Loan Bank Stock

Investments in the Federal Home Loan Bank (“FHLB”) stock are restricted as to redemption and are carried at cost. Investments in FHLB stock are reviewed regularly for possible other-than-temporary impairment, and the cost basis of this investment is reduced by any declines in value determined to be other-than-temporary.

Loans

The Company’s accounting method for loans differs depending on whether the loans were originated or purchased and, for purchased loans, whether the loans were acquired at a discount related to evidence of credit deterioration since date of origination.

Originated Loans

Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are reported at their outstanding principal balance, adjusted for charge-offs, the allowance for loan losses, and any unamortized deferred fees or costs. Other fees, not associated with originating a loan are recognized as fee income when earned.

Interest income on loans is accrued daily on the outstanding balances. Accrual of interest is discontinued when management believes, after considering collection efforts and other factors, the borrower’s financial condition is such that collection of interest is doubtful. Generally, when loans are placed on nonaccrual status, interest receivable is reversed against interest income in the current period. Interest payments received thereafter are applied as a reduction to the remaining principal balance as long as concern exists as to the ultimate collection of the principal. Loans are removed from nonaccrual status when they become current as to both principal and interest and concern no longer exists as to the collectability of principal and interest.

The Company has elected to measure certain long-term loans and written loan commitments at fair value to assist in managing interest rate risk for longer-term loans. Fair value loans are fixed-rate loans having original maturities of 5 years or greater (typically between 5 and 15 years) to our business and agribusiness banking customers to assist them in facilitating their risk management strategies. The fair value option was elected upon the origination or acquisition of these loans and written loan commitments. Interest income is recognized in the same manner on loans reported at fair value as on non-fair value loans, except in regard to origination fees and costs which are recognized immediately upon closing. The changes in fair value of long-term loans and written loan commitments at fair value are reported in loan interest income.

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Notes to Consolidated Financial Statements

For loans held for sale, loan fees charged or received on origination, net of certain direct loan origination costs, are recognized in income when the related loan is sold. For loans held for investment, loan fees, net of certain direct loan origination costs, are deferred, and the net amount is amortized as an adjustment of the related loan’s yield. The Company is generally amortizing these amounts over the contractual lives of the loans. Commitment fees are recognized as income when received.

The Company grants commercial, agricultural, consumer, residential real estate, and other loans to customers primarily in Arizona, Colorado, Iowa, Kansas, Missouri, Nebraska, and South Dakota. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the borrower. Collateral held varies but includes accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial and agricultural properties. Government guarantees are also obtained for some loans, which reduces the Company’s risk of loss.

Loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value. Loans held for sale include fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within 45 days. These loans are sold with the mortgage servicing rights released. Under limited circumstances, buyers may have recourse to return a purchased loan to the Company. Recourse conditions may include early payment default, breach of representation or warranties, or documentation deficiencies.

Fair value of loans held for sale is determined based on prevailing market prices for loans with similar characteristics, sale contract prices, or, for certain portfolios, discounted cash flow analyses. Declines in fair value below cost (and subsequent recoveries) are recognized in net gain on sale of loans. Deferred fees and costs related to these loans are not amortized but are recognized as part of the cost basis of the loan at the time it is sold. Gains or losses on sales are recognized upon delivery and included in net gain on sale of loans.

Purchased Loans

Loans acquired (non-impaired and impaired) in a business acquisition are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date.

In determining the acquisition date fair value of purchased loans with evidence of credit deterioration (“purchased impaired loans”), and in subsequent accounting, the Company generally aggregates impaired purchased consumer and certain smaller balance impaired commercial loans into pools of loans with common risk characteristics, while accounting for larger-balance impaired commercial loans individually. Expected cash flows at the acquisition date in excess of the fair value of loans are recorded as interest income over the life of the loans using a level-yield method.

Management estimates the cash flows expected to be collected at acquisition and at subsequent measurement dates using internal risk models, which incorporate the estimate of key assumptions, such as default rates, loss severity, and prepayment speeds. Subsequent to the acquisition date, decreases in cash flows over those expected at the acquisition date are recognized by recording an allowance for loan losses. Subsequent increases in cash flow over those expected at the acquisition date are recognized as reductions to allowance for loan losses to the extent impairment was previously recognized and thereafter as interest income prospectively.

For purchased loans not deemed impaired at the acquisition date, the difference between the fair value of the loans and the expected cash flows of the loans at acquisition date is recognized in interest income on a level-yield method over the life of the loans. Credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for loan losses for these loans is similar to originated loans; however, the Company records a provision for loan losses only when the required allowance exceeds any remaining credit discounts.

Credit Risk Management

The Company’s strategy for credit risk management includes well-defined, centralized credit policies, uniform underwriting criteria and ongoing risk monitoring and review processes for all credit exposures. The strategy also emphasizes diversification on a geographic, industry, and customer level; regular credit examinations; and management reviews of loans exhibiting deterioration of credit quality. The credit risk management strategy also includes a credit risk assessment process that performs assessments of compliance with commercial and consumer credit policies, risk ratings, and other critical credit information. Loan decisions are

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Notes to Consolidated Financial Statements

documented with respect to the borrower’s business, purpose of the loan, evaluation of the repayment source, and the associated risks, evaluation of collateral, covenants and monitoring requirements, and risk rating rationale.

The Company categorizes its loan portfolio into six classes, which is the level at which it develops and documents a systematic methodology to determine the allowance for loan losses.

The Company’s six loan portfolio classes are residential real estate, commercial real estate, commercial non real estate, agriculture, consumer and other lending.

The residential real estate lending class includes loans made to consumer customers including residential mortgages, residential construction loans and home equity loans and lines. These loans are typically fixed rate loans secured by residential real estate. Home equity lines are revolving accounts giving the borrower the ability to draw and repay balances repeatedly, up to a maximum commitment, and are secured by residential real estate. Home equity lines typically have variable rate terms which are benchmarked to a prime rate. Historical loss history is the primary factor in determining the allowance for loan losses for the residential real estate lending class. Key risk characteristics relevant to residential real estate lending class loans primarily relate to the borrower’s capacity and willingness to repay and include unemployment rates and other economic factors, and customer payment history. These risk characteristics, among others, are reflected in the environmental factors considered in determining the allowance for loan losses.

The commercial real estate lending class includes loans made to small and middle market businesses, including multifamily properties. Loans in this class are secured by commercial real estate. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan losses for the commercial real estate lending class. Key risk characteristics relevant to the commercial real estate lending class include the industry and geography of the borrower’s business, purpose of the loan, repayment source, borrower’s debt capacity and financial performance, loan covenants, and nature of pledged collateral. We consider these risk characteristics in assigning risk ratings and estimating environmental factors considered in determining the allowance for loan losses.

The commercial non real estate lending class includes loans made to small and middle market businesses, and loans made to public sector customers. Loans in this class are secured by the operations and cash flows of the borrowers, and any guarantors. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan losses for the commercial non real estate lending class. Key risk characteristics relevant to the commercial non real estate lending class include the industry and geography of the borrower’s business, purpose of the loan, repayment source, borrower’s debt capacity and financial performance, loan covenants, and nature of pledged collateral. We consider these risk characteristics in assigning risk ratings and estimating environmental factors considered in determining the allowance for loan losses.

The agriculture lending class includes loans made to small and mid-size agricultural individuals and businesses. Loans in this class are secured by agricultural real estate, production, and cash flows, and any guarantors. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan losses for the agriculture lending class. Key risk characteristics relevant to the agriculture lending class include the geography of the borrower’s operations, commodity prices and weather patterns, purpose of the loan, repayment source, borrower’s debt capacity and financial performance, loan covenants, and nature of pledged collateral. We consider these risk characteristics in assigning risk ratings and estimating environmental factors considered in determining the allowance for loan losses.

The consumer lending class includes loans made to consumer customers including loans secured by automobiles and other installment loans, and the other lending class includes credit card loans and unsecured revolving credit lines. Historical loss history is the primary factor in determining the allowance for loan losses for the consumer and other lending classes. Key risk characteristics relevant to loans in the consumer and other lending classes primarily relate to the borrower’s capacity and willingness to repay and include unemployment rates and other economic factors, and customer payment history. These risk characteristics, among others, are reflected in the environmental factors considered in determining the allowance for loan losses.

The Company classifies all non-consumer loans by credit quality ratings. These ratings are Pass, Watch, Substandard, Doubtful, and Loss. Loans with a Pass and Watch rating represent those loans not classified on the Company’s rating scale for problem credits, with loans with a Watch rating being monitored and updated at least quarterly by management. Substandard loans are those where a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. Doubtful loans are those where a well-defined weakness has been identified and a loss of contractual cash flows is known. Substandard and doubtful loans are

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Notes to Consolidated Financial Statements

monitored and updated monthly. All loan risk ratings are updated and monitored on a continuous basis. The Company generally does not risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Alternatively, standard credit scoring systems are used to assess credit risks of consumer loans.

Allowance for Loan Losses (“ALL”) and Unfunded Commitments

The Company maintains an allowance for loan losses at a level management believes is appropriate to reserve for credit losses inherent in our loan portfolio. The allowance for loan losses is determined based on an ongoing evaluation, driven primarily by monitoring changes in loan risk grades, delinquencies, and other credit risk indicators, which is inherently subjective.

The Company considers the uncertainty related to certain industry sectors and the extent of credit exposure to specific borrowers within the portfolio. In addition, consideration is given to concentration risks associated with the various loan portfolios and current economic conditions that might impact the portfolio. The Company also considers changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry, or customer-specific concentrations), trends in loan performance, the level of allowance coverage relative to similar banking institutions and macroeconomic factors, such as changes in unemployment rates, gross domestic product, and consumer bankruptcy filings.

All of these estimates are susceptible to significant change. Changes to the allowance for loan losses are made by charges to the provision for loan losses, which is reflected in the consolidated statements of comprehensive

income. Loans deemed to be uncollectible are charged off against the allowance for loan losses. Recoveries of amounts previously charged-off are credited to the allowance for loan losses.

The allowance for loan losses consist of reserves for probable losses that have been identified related to specific borrowing relationships that are individually evaluated for impairment (“specific reserve”), as well as probable losses inherent in our loan portfolio that are not specifically identified (“collective reserve”).

The specific reserve relates to impaired loans. A loan is impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due (interest as well as principal) according to the contractual terms of the loan agreement. Specific reserves are determined on a loan-by-loan basis based on management’s best estimate of the Company’s exposure, given the current payment status of the loan, the present value of expected payments, and the value of any underlying collateral. Impaired loans also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance, or other actions intended to maximize collection. Generally, the impairment related to troubled debt restructurings is measured based on the fair value of the collateral, less cost to sell, or the present value of expected payments relative to the unpaid principal balance. If the impaired loan is identified as collateral dependent, then the fair value of the collateral method of measuring the amount of the impairment is utilized. This method requires obtaining an independent appraisal of the collateral and applying a discount factor to the appraised value, if necessary, and including costs to sell.

Management’s estimate for collective reserves reflects losses incurred in the loan portfolio as of the consolidated balance sheet reporting date. Incurred loss estimates primarily are based on historical loss experience and portfolio mix. Incurred loss estimates may be adjusted to reflect current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio, and/or significant policy and underwriting changes.

While management uses the best information available to establish the allowance for loan losses, future adjustments may be necessary if economic conditions differ substantially from the assumptions used in performing the estimates.

Unfunded residential mortgage loan commitments entered into in connection with mortgage loans to be held for sale are considered derivatives and recorded at fair value on the consolidated balance sheets with changes in fair value recorded in other interest income. All other unfunded loan commitments are generally related to providing credit facilities to customers and are not considered derivatives. For purchased loans, the fair value of the unfunded credit commitments is considered in determination of the fair value of the loans recorded at the date of acquisition. Reserves for credit exposure on all other unfunded credit commitments are recorded in other liabilities on the consolidated balance sheets. We maintain a reserve for unfunded commitments at a level we believe to be sufficient to absorb estimated probable losses related to unfunded credit facilities.

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Notes to Consolidated Financial Statements

FDIC Indemnification Asset and Clawback Liability

In conjunction with a Federal Deposit Insurance Corporation (“FDIC”)-assisted transaction of TierOne Bank in 2010, the Company entered into two loss share agreements with the FDIC, one covering certain single family residential mortgage loans and one covering commercial loans and other assets, with claim periods ending June 2020 and June 2015, respectively. The agreements cover a portion of realized losses on loans, foreclosed real estate and certain other assets. The Company has recorded assets on the consolidated balance sheets (i.e., indemnification assets) representing estimated future amounts recoverable from the FDIC.

Fair values of loans covered by the loss sharing agreements at the acquisition date were estimated based on projected cash flows available based on the expected probability of default, default timing and loss given default, the expected reimbursement rates (generally 80%) from the FDIC and other relevant terms of the loss sharing agreements. The initial fair value was established by discounting these expected cash flows with a market discount rate for instruments with like maturity and risk characteristics.

The loss share assets are measured separately from the related loans and foreclosed real estate and recorded as an FDIC indemnification asset on the consolidated balance sheets because they are not contractually embedded in the loans and are not transferrable with the loans should the Company choose to dispose of them. Subsequent to the acquisition date, reimbursements received from the FDIC for actual incurred losses reduce the carrying amount of the loss share assets. Reductions to expected losses on covered assets, to the extent such reductions to expected losses are the result of an improvement to the actual or expected cash flows from the covered assets, also reduce the carrying amount of the loss share assets. The rate of accretion of the indemnification asset discount included in interest income slows to mirror the accelerated accretion of the loan discount. Additional expected losses on covered assets, to the extent such expected losses result in the recognition of an allowance for loan losses, increase the carrying amount of the loss share assets. A related increase in the value of the indemnification asset up to the amount covered by the FDIC is calculated based on the reimbursement rates from the FDIC and is included in other noninterest income. The corresponding loan accretion or amortization is recorded as a component of interest income on the consolidated statements of comprehensive income. Although these assets are contractual receivables from the FDIC, there are no contractual interest rates.

As part of the loss sharing agreements, the Company also assumed a liability (“FDIC Clawback Liability”) to be paid within 45 days subsequent to the maturity or termination of the loss sharing agreements that is contingent upon actual losses incurred over the life of the agreements relative to expected losses considered in the consideration paid at acquisition date and the amount of losses reimbursed to the Company under the loss sharing agreements. The liability was recorded at fair value as of the acquisition date. The fair value was based on a discounted cash flow calculation that considered the formula defined in the loss sharing agreements and projected losses. The difference between the fair value at acquisition date and the projected losses is amortized through other noninterest expense. As projected losses and reimbursements are updated, as described above, the FDIC Clawback Liability is adjusted and a gain or loss is recorded in other noninterest expense.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. Costs incurred for maintenance and repairs are expensed as incurred. The range of estimated useful lives for buildings and building improvements are 10 to 40 years and 3 to 10 years for furniture and equipment.

Long-lived Asset Impairment

The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset’s carrying value is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of the long-lived asset exceeds its fair value.

No long-lived asset impairments were recognized during the years ended September 30, 2014, 2013 or 2012.

Bank Owned Life Insurance (“BOLI”)

BOLI represents life insurance policies on the lives of certain Company officers or former officers for which the Company is the beneficiary. The carrying amount of bank owned life insurance consists of the initial premium paid plus increases in cash value less

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Notes to Consolidated Financial Statements

the carrying amount associated with any death benefits received, and is recorded in other assets. Death benefits paid in excess of the applicable carrying amount are recognized as income, which is exempt from income taxes.

Other Repossessed Property

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less cost to sell. Income and expenses from operations of repossessed property are included in other noninterest expense.

Goodwill

Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as business acquisitions. Goodwill is evaluated annually for impairment. The Company performs its impairment evaluation as of June 30 of each fiscal year. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill are not recognized in the consolidated financial statements. No goodwill impairment was recognized during the years ended September 30, 2014, 2013 or 2012.

Core Deposits and Other Intangibles

Intangible assets consist of core deposits, brand intangible, customer relationships, and other intangibles. Core deposits represent the identifiable intangible value assigned to core deposit bases arising from purchase acquisitions. Brand intangible represents the value associated with the Bank charter. Customer relationships intangible represents the identifiable intangible value assigned to customer relationships arising from a purchase acquisition. Other intangibles represent contractual franchise arrangements under which the franchiser grants the franchisee the right to perform certain functions within a designated geographical area.

The methods and lives used to amortize intangible assets are as follows:

Intangible	Method	Years
Core deposit	Straight-line or effective yield	4.75 - 6.2
Brand intangible	Straight-line	15
Customer relationships	Straight-line	8.5
Other intangibles	Straight-line	5

Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. No intangible asset impairments were recognized during the years ended September 30, 2014, 2013 or 2012.

Derivatives

The Company maintains an overall interest rate risk management strategy that permits the use of derivative instruments to modify exposure to interest rate risk. The Company enters into interest rate swap contracts to offset the interest rate risk associated with borrowers who lock in long-term fixed rates (greater than or equal to 5 years to maturity) through a fixed rate loan. These contracts do not qualify for hedge accounting. Generally, under these swaps, the Company agrees with NAB to exchange the difference between fixed-rate and floating-rate interest amounts based upon notional principal amounts. These interest rate derivative instruments are recognized as assets and liabilities on the consolidated balance sheets and measured at fair value, with changes in fair value reported in derivatives net gain or loss. Since each fixed rate loan is paired with an offsetting derivative contract, the impact to net income is minimized.

The Company enters into forward interest rate lock commitments on mortgage loans to be held for sale, which are commitments to originate loans whereby the interest rate on the loan is determined prior to funding. The Company also has corresponding forward sales contracts related to these interest rate lock commitments. Both the mortgage loan commitments and the related sales contracts are considered derivatives and are recorded at fair value with changes in fair value recorded in other interest income.

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Notes to Consolidated Financial Statements

Income Taxes

The Company files a consolidated income tax return with National Americas Investment, Inc. (a wholly owned indirect subsidiary of NAB). Income taxes are allocated pursuant to a tax-sharing arrangement, whereby the Company will pay federal and state income taxes as if it were filing on a stand-alone basis. Income tax expense includes two components: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over income. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Liabilities related to uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.

The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment.

The Company recognizes interest and/or penalties related to income tax matters in other interest and noninterest expense.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond reach of the Company and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Securities sold under agreements to repurchase are accounted for as collateralized financing transactions and are recorded at amounts at which the securities were financed, plus accrued interest.

Revenue Recognition

The Company recognizes revenue as it is earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured. Certain specific policies related to service charges and other fees include the following:

Deposit Service Charges

Service charges on deposit accounts are primarily fees related to customer overdraft events and not sufficient funds fees, net of any refunded fees, and are recognized as transactions occur and services are provided. Service charges on deposit accounts also relate to monthly fees based on minimum balances, and are earned as transactions occur and services are provided.

Interchange Fees

Interchange fees include interchange income from consumer debit card transactions processed through card association networks. Interchange income is a fee paid by a merchant bank to the card-issuing bank through the interchange network. Interchange fees are set by the card association networks and are based on cardholder purchase volumes.

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Notes to Consolidated Financial Statements

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income, net of applicable income taxes. Other comprehensive income (loss) consists entirely of unrealized appreciation (depreciation) on available-for-sale securities.

New Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-11, Disclosures about Offsetting Assets and Liabilities. Under the ASU, an entity is required to disclose both gross and net information about instruments and transactions eligible for offset in the balance sheet, as well as instruments and transactions subject to an agreement similar to a master netting agreement. In January 2013, the FASB released ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which amended ASU 2011-11 to specifically include only derivatives accounted for under Topic 815, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions that are either offset or subject to an enforceable master netting arrangement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The adoption of these accounting pronouncements did not have a material impact on the Company’s consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans uponForeclosure. The update amends existing literature to eliminate diversity in practice by clarifying and defining when an in substance repossession or foreclosure occurs. The terms “in substance a repossession or foreclosure” and “physical possession” are not currently defined in the accounting literature, resulting in diversity in practice when a creditor derecognizes a loan receivable and recognizes the real estate property collateralizing the loan receivable as an asset. Additionally, the update requires interim and annual disclosures of both the amount of foreclosed residential real estate property and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The update is effective for annual periods and the interim periods within those annual periods beginning after December 15, 2014. The adoption of the update to existing standards is not expected to have a material impact to the Company’s consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 "Revenue from Contracts with Customers (Topic 606)", which does not apply to financial instruments. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. Early application is not permitted. The Company is assessing the impact of ASU 2014-09 on its accounting and disclosures.

2. Restrictions on Cash and Due from Banks

The Company is required to maintain reserve balances in cash and on deposit with the Federal Reserve based on a percentage of deposits. The total requirement was approximately $50.36 million and $52.66 million at September 30, 2014 and 2013, respectively.

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Notes to Consolidated Financial Statements

3. Securities

The amortized cost and approximate fair value of investments in securities, all of which are classified as available for sale according to management’s intent, are summarized as follows (in thousands):

	Amortized		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
As of September 30, 2014
U.S. Treasury securities	$	222,868	$	31	$	(174	)	$	222,725
Mortgage-backed securities:
Government National Mortgage Association	1,113,363		4,639		(14,587		)	1,103,415
Federal National Mortgage Association	—		—		—			—
States and political subdivision securities	2,188		1		—			2,189
Corporate debt securities	11,732		141		—			11,873
Other	1,006		34		—			1,040
	$	1,351,157	$	4,846	$	(14,761	)	$	1,341,242

	Amortized		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
As of September 30, 2013
U.S. Treasury securities	$	—	$	—	$	—		$	—
Mortgage-backed securities:
Government National Mortgage Association	1,470,822		9,634		(21,013		)	1,459,443
Federal National Mortgage Association	1		—		—			1
States and political subdivision securities	3,513		19		—			3,532
Corporate debt securities	11,889		133		(9		)	12,013
Other	5,449		17		(6		)	5,460
	$	1,491,674	$	9,803	$	(21,028	)	$	1,480,449

The amortized cost and approximate fair value of debt securities available for sale as of September 30, 2014 and 2013, by contractual maturity, are shown below. Maturities of mortgage-backed securities may differ from contractual maturities because the mortgages underlying the securities may be called or repaid without any penalties.

	September 30, 2014				September 30, 2013
(In Thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	7,207	$	7,218	$	1,497	$	1,514
Due after one year through five years	223,282		223,140		6,988		7,123
Due after five years through ten years	6,299		6,429		6,917		6,908
Due after ten years	—		—		—		—
	236,788		236,787		15,402		15,545
Mortgage-backed securities	1,113,363		1,103,415		1,470,823		1,459,444
Securities without contractual maturities	1,006		1,040		5,449		5,460
	$	1,351,157	$	1,341,242	$	1,491,674	$	1,480,449

Proceeds from sales of securities available for sale were $47.31 million, $72.44 million and $542.8 million for the years ended September 30, 2014, 2013 and 2012, respectively. Gross gains of $0.95 million, $1.70 million and $7.67 million and gross losses of

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

$0.86 million, $0.78 million and $0.36 million were realized on the sales for the years ended September 30, 2014, 2013 and 2012, respectively, using the specific identification method.

Securities with a carrying value of approximately $1,132.31 million and $1,090.37 million at September 30, 2014 and 2013, respectively, were pledged as collateral on public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law. The counterparties do not have the right to sell or pledge the securities the Company has pledged as collateral.

As detailed in the following tables, certain investments in debt securities, which are approximately 64% and 62% of the Company’s investment portfolio at September 30, 2014 and 2013, respectively, are reported in the consolidated financial statements at an amount less than their amortized cost. Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information, implicit or explicit government guarantees, and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. As the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis, which may be maturity, the Company does not consider the securities to be other than temporarily impaired at September 30, 2014 or 2013. For the years ended September 30, 2014, 2013 and 2012, the Company did not recognize any other-than-temporary impairment.

The following table presents the Company’s gross unrealized losses and approximate fair value in investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	Less than 12 months					September 30, 2014 12 months or more					Total
	Fair Value		Unrealized			Fair Value		Unrealized			Fair Value		Unrealized
U.S. Treasury securities	$	98,344	$	(174	)	$	—	$	—		$	98,344	$	(174	)
Mortgage-backed securities	24,625		(125		)	730,171		(14,462		)	754,796		(14,587		)
Corporate debt securities	—		—			—		—			—		—
Other	—		—			—		—			—		—
	$	122,969	$	(299	)	$	730,171	$	(14,462	)	$	853,140	$	(14,761	)

	Less than 12 months					September 30, 2013 12 months or more					Total
	Fair Value		Unrealized			Fair Value		Unrealized			Fair Value		Unrealized
Mortgage-backed securities	$	852,344	$	(19,469	)	$	56,781	$	(1,544	)	$	909,125	$	(21,013	)
Corporate debt securities	4,436		(9		)	—		—			4,436		(9		)
Other	—		—			4,986		(6		)	4,986		(6		)
	$	856,780	$	(19,478	)	$	61,767	$	(1,550	)	$	918,547	$	(21,028	)

The Company’s investments in nonmarketable equity securities are all stock of the Federal Home Loan Bank. The carrying value of Federal Home Loan Bank stock was $35.92 million and $28.77 million as of September 30, 2014 and 2013, respectively, and is reported in other assets on the consolidated balance sheets. No indicators of impairment related to FHLB stock were identified during fiscal year 2014, 2013 or 2012.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The components of other comprehensive income from net unrealized gains (losses) on securities available for sale for the years ended September 30, 2014, 2013 and 2012 are as follows (in thousands):

	2014			2013			2012
Beginning balance accumulated other comprehensive income	$	(7,081	)	$	19,111		$	16,542
Net unrealized holding gain (loss) arising during the period	1,400			(40,651		)	11,376
Reclassification adjustment for net gain realized in net income	(90		)	(917		)	(7,305		)
Net change in unrealized gain (loss) before income taxes	1,310			(41,568		)	4,071
Income tax benefit (expense)	(386		)	15,376			(1,502		)
Net change in unrealized gain (loss) on securities after taxes	924			(26,192		)	2,569
Ending balance accumulated other comprehensive income (loss)	$	(6,157	)	$	(7,081	)	$	19,111

4. Loans

The composition of net loans as of September 30, 2014 and 2013, is as follows (in thousands):

	2014			2013
Residential real estate	$	901,605		$	906,469
Commercial real estate	2,541,194			2,311,974
Commercial non real estate	1,571,640			1,481,756
Agriculture	1,681,209			1,587,248
Consumer	90,086			101,477
Other	34,243			24,711
	6,819,977			6,413,635
Less:
Allowance for loan losses	(47,518		)	(55,864		)
Unamortized discount on acquired loans	(25,638		)	(34,717		)
Unearned net deferred fees and costs and loans in process	(6,872		)	(16,245		)
	$	6,739,949		$	6,306,809

The loan breakouts above include loans covered by FDIC loss sharing agreements totaling $234.04 million and $347.41 million as of September 30, 2014 and 2013, respectively, residential real estate loans held for sale totaling $10.38 million and $8.27 million at September 30, 2014 and 2013, respectively, and $985.41 million and $841.86 million of loans and written loan commitments accounted for at fair value as of September 30, 2014 and 2013, respectively.

Unamortized net deferred fees and costs totaled $6.27 million and $5.19 million as of September 30, 2014 and 2013, respectively.

Loans in process represent loans that have been funded as of the balance sheet dates but not classified into a loan category and loan payments received as of the balance sheet dates that have not been applied to individual loan accounts. Loans in process totaled $0.60 million and $11.05 million as of September 30, 2014 and 2013, respectively.

Loans guaranteed by agencies of the U.S. government totaled $106.46 million and $104.04 million at September 30, 2014 and 2013, respectively.

Principal balances of residential real estate loans sold totaled $214.25 million and $450.01 million for the years end September 30, 2014 and 2013, respectively.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following table presents the Company’s nonaccrual loans at September 30, 2014 and 2013 (in thousands), excluding loans covered under the FDIC loss-sharing agreements. Loans greater than 90 days past due and still accruing interest as of September 30, 2014 and 2013, were not significant.

Nonaccrual loans	2014		2013
Residential real estate	$	6,671	$	8,746
Commercial real estate	20,767		57,652
Commercial non real estate	4,908		6,641
Agriculture	11,453		8,236
Consumer	146		226
Total	$	43,945	$	81,501

The following table (in thousands) presents the Company’s past due loans at September 30, 2014 and 2013. This table is presented net of unamortized discount on acquired loans and excludes loans measured at fair value with changes in fair value reported in earnings of $985.41 million for 2014 and $841.86 million for 2013.

As of September 30, 2014	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables
Residential real estate	$	675	$	611	$	2,581	$	3,867	$	760,887	$	764,754
Commercial real estate	11,050		819		3,384		15,253		1,988,585		2,003,838
Commercial non real estate	1,761		6,228		744		8,733		1,303,925		1,312,658
Agriculture	16		368		4,205		4,589		1,364,960		1,369,549
Consumer	244		18		49		311		89,528		89,839
Other	—		—		—		—		34,243		34,243
	13,746		8,044		10,963		32,753		5,542,128		5,574,881
Loans covered by FDIC loss sharing agreements	1,960		1,252		3,728		6,940		227,096		234,036
Total	$	15,706	$	9,296	$	14,691	$	39,693	$	5,769,224	$	5,808,917

As of September 30, 2013	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables
Residential real estate	$	625	$	955	$	4,942	$	6,522	$	721,333	$	727,855
Commercial real estate	431		158		9,639		10,228		1,797,884		1,808,112
Commercial non real estate	1,342		198		2,821		4,361		1,219,731		1,224,092
Agriculture	102		4,040		2,867		7,009		1,297,208		1,304,217
Consumer	340		65		44		449		100,214		100,663
Other	—		—		—		—		24,711		24,711
	2,840		5,416		20,313		28,569		5,161,081		5,189,650
Loans covered by FDIC loss sharing agreements	1,307		3,861		6,632		11,800		335,608		347,408
Total	$	4,147	$	9,277	$	26,945	$	40,369	$	5,496,689	$	5,537,058

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The composition of the loan portfolio by internal risk rating is as follows as of September 30, 2014 and 2013. This table (in thousands) is presented net of unamortized discount on acquired loans and excludes loans measured at fair value with changes in fair value reported in earnings of $985.41 million for 2014 and $841.86 million for 2013:

As of September 30, 2014	Residential Real Estate		Commercial Real Estate		Commercial Non Real Estate		Agriculture		Consumer		Other		Total
Credit Risk Profile by Internally Assigned Grade
Grade:
Pass	$	747,485	$	1,867,866	$	1,218,558	$	1,202,145	$	89,197	$	34,243	$	5,159,494
Watchlist	5,320		84,132		65,628		132,262		381		—		287,723
Substandard	11,290		51,692		27,499		35,107		242		—		125,830
Doubtful	659		148		798		35		19		—		1,659
Loss	—		—		175		—		—		—		175
Ending balance	764,754		2,003,838		1,312,658		1,369,549		89,839		34,243		5,574,881
Loans covered by FDIC loss sharing agreements	127,115		95,467		9,390		2,004		60		—		234,036
Total	$	891,869	$	2,099,305	$	1,322,048	$	1,371,553	$	89,899	$	34,243	$	5,808,917

As of September 30, 2013	Residential Real Estate		Commercial Real Estate		Commercial Non Real Estate		Agriculture		Consumer		Other		Total
Credit Risk Profile by Internally Assigned Grade
Grade:
Pass	$	707,859	$	1,652,694	$	1,144,131	$	1,192,357	$	100,087	$	24,711	$	4,821,839
Watchlist	5,779		72,924		52,576		87,596		164		—		219,039
Substandard	13,039		78,244		23,538		23,963		398		—		139,182
Doubtful	1,178		4,250		3,847		301		14		—		9,590
Loss	—		—		—		—		—		—		—
Ending balance	727,855		1,808,112		1,224,092		1,304,217		100,663		24,711		5,189,650
Loans covered by FDIC loss sharing agreements	167,835		150,745		28,163		525		140		—		347,408
Total	$	895,690	$	1,958,857	$	1,252,255	$	1,304,742	$	100,803	$	24,711	$	5,537,058

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Impaired Loans

The following table presents the Company’s impaired loans (in thousands). This table excludes loans covered by FDIC loss sharing agreements:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment
September 30, 2014
Impaired loans:
With an allowance recorded:
Residential real estate	$	12,107	$	12,737	$	2,529	$	13,572
Commercial real estate	62,155		64,597		2,017		84,490
Commercial non real estate	32,522		37,882		3,927		31,827
Agriculture	35,528		37,958		1,155		30,546
Consumer	280		491		51		346
	$	142,592	$	153,665	$	9,679	$	160,781

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment
September 30, 2013
Impaired loans:
With an allowance recorded:
Residential real estate	$	15,037	$	16,815	$	3,217	$	15,716
Commercial real estate	106,824		123,523		5,341		106,780
Commercial non real estate	31,132		32,557		5,607		34,817
Agriculture	25,563		29,632		3,022		15,522
Consumer	412		656		90		554
	$	178,968	$	203,183	$	17,277	$	173,389

There were no impaired loans with no valuation allowance as of September 30, 2014 or 2013. Interest income recognized on impaired loans was $5.87 million and $7.87 million for the years ended September 30, 2014 and 2013, respectively.

Valuation adjustments made to repossessed properties for the years ended September 30, 2014 and 2013, totaled $9.69 million and $4.03 million, respectively, and are included in other noninterest expense.

Troubled Debt Restructured Loans

Included in certain loan categories in the impaired loans are troubled debt restructurings (“TDRs”) that were classified as impaired. These TDRs do not include purchased impaired loans. When the Company grants concessions to borrowers such as reduced interest rates or extensions of loan periods that would not be considered other than because of borrowers’ financial difficulties, the modification is considered a TDR. Specific reserves included in the allowance for loan losses for TDRs were $3.18 million and $6.43 million at September 30, 2014 and 2013, respectively. Commitments to lend additional funds to borrowers whose loans were modified in a TDR were not significant as of September 30, 2014 or 2013.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following table presents the recorded value of the Company’s TDR balances as of September 30, 2014 and 2013 (in thousands):

	September 30, 2014				September 30, 2013
	Accruing		Nonaccrual		Accruing		Nonaccrual
Residential real estate	$	1,112	$	1,730	$	662	$	1,100
Commercial real estate	25,177		6,884		29,373		49,736
Commercial non real estate	6,753		1,785		4,769		5,007
Agriculture	3,780		9,994		4,326		7,268
Consumer	35		22		—		29
Total	$	36,857	$	20,415	$	39,130	$	63,140

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following table presents a summary of all accruing loans restructured in TDRs during the years ended September 30, 2014 and 2013:

	Year ended September 30, 2014					Year ended September 30, 2013
		Recorded Investment					Recorded Investment
($ in thousands)	Number	Pre- Modification		Post- Modification		Number	Pre- Modification		Post- Modification
Residential real estate
Rate modification	—	$	—	$	—	—	$	—	$	—
Term extension	6	206		206		7	663		663
Payment modification	6	474		474		—	—		—
Bankruptcy	9	338		338		1	5		5
Other	2	49		49		—	—		—
Total residential real estate	23	1,067		1,067		8	668		668
Commercial real estate
Rate modification	—	—		—		2	990		990
Term extension	3	109		109		7	4,158		4,158
Payment modification	2	2,911		2,911		3	13,497		13,497
Bankruptcy	—	—		—		—	—		—
Other	—	—		—		—	—		—
Total commercial real estate	5	3,020		3,020		12	18,645		18,645
Commercial non real estate
Rate modification	—	—		—		1	529		529
Term extension	7	2,183		2,183		10	14,851		14,851
Payment modification	10	3,593		3,593		9	2,759		2,759
Bankruptcy	—	—		—		—	—		—
Other	5	945		945		—	—		—
Total commercial non real estate	22	6,721		6,721		20	18,139		18,139
Agriculture
Rate modification	—	—		—		—	—		—
Term extension	5	2,755		2,755		6	2,008		2,008
Payment modification	—	—		—		2	1,949		1,949
Bankruptcy	—	—		—		—	—		—
Other	—	—		—		—	—		—
Total agriculture	5	2,755		2,755		8	3,957		3,957
Consumer
Rate modification	—	—		—		—	—		—
Term extension	—	—		—		1	3		3
Payment modification	4	21		21		—	—		—
Bankruptcy	—	—		—		—	—		—
Other	2	28		28		—	—		—
Total consumer	6	49		49		1	3		3
Total accruing	61	$	13,612	$	13,612	49	$	41,412	$	41,412
Change in recorded investment due to principal paydown at time of modification	—	—				—	—		—
Change in recorded investment due to chargeoffs at time of modification	—	—		—		—	—

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following table presents a summary of all non-accruing loans restructured in TDRs during the years ended September 30, 2014 and 2013:

	Year ended September 30, 2014					Year ended September 30, 2013
		Recorded Investment					Recorded Investment
($ in thousands)	Number	Pre- Modification		Post- Modification		Number	Pre- Modification		Post- Modification
Residential real estate
Rate modification	5	$	119	$	119	—	$	—	$	—
Term extension	13	351		351		15	638		638
Payment modification	6	219		219		—	—		—
Bankruptcy	7	275		275		2	336		336
Other	11	425		425		2	147		147
Total residential real estate	42	1,389		1,389		19	1,121		1,121
Commercial real estate
Rate modification	3	1,618		1,618		2	310		310
Term extension	2	4,031		4,031		7	2,448		2,448
Payment modification	—	—		—		7	17,578		17,578
Bankruptcy	—	—		—		3	3,162		3,162
Other	1	87		87		—	—		—
Total commercial real estate	6	5,736		5,736		19	23,498		23,498
Commercial Non Real Estate
Rate modification	—	—		—		1	1,067		1,067
Term extension	10	438		438		8	1,127		1,127
Payment modification	1	36		36		3	2,051		1,416
Bankruptcy	1	10		10		—	—		—
Other	—	—		—		—	—		—
Total commercial non real estate	12	484		484		12	4,245		3,610
Agriculture
Rate modification	—	—		—		—	—		—
Term extension	3	831		831		3	768		768
Payment modification	—	—		—		4	6,196		6,196
Bankruptcy	—	—		—		—	—		—
Other	2	511		511		—	—		—
Total agriculture	5	1,342		1,342		7	6,964		6,964
Consumer
Rate modification	—	—		—		2	11		11
Term extension	2	15		15		5	30		30
Payment modification	1	2		2		—	—		—
Bankruptcy	—	—		—		—	—		—
Other	2	9		9		—	—		—
Total consumer	5	26		26		7	41		41
Total non-accruing	70	$	8,977	$	8,977	64	$	35,869	$	35,234
Change in recorded investment due to principal paydown at time of modification	—	—		—		—	—		—
Change in recorded investment due to chargeoffs at time of modification	—	—		—		1	$	635	—

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

For the years ended September 30, 2014 and 2013, the table below represents defaults on loans that were first modified during the respective fiscal year, that became 90 days or more delinquent or were charged-off during the respective fiscal year.

	Years Ended September 30, 2014			Years Ended September 30, 2013
($ in thousands)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Residential real estate	11	$	419	5	$	647
Commercial real estate	—	—		7	4,401
Commercial non real estate	8	313		1	1,067
Agriculture	2	935		6	5,739
Consumer	1	—		—	—
	22	$	1,667	19	$	11,854

The majority of loans that were modified and subsequently became 90 days or more delinquent have remained on nonaccrual status since the time of modification.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

5. Allowance for Loan Losses

The following table presents the Company’s allowance for loan losses roll forward and respective loan balances for 2014 and 2013. This table (in thousands) is presented net of unamortized discount on acquired loans and excludes loans measured at fair value with changes in fair value reported in earnings of $985.41 million, loans held for sale of $10.38 million, and guaranteed loans of $106.46 million for 2014 and loans measured at fair value with changes in fair value reported in earnings of $841.86 million, loans held for sale of $8.27 million, and guaranteed loans of $104.04 million for 2013.

As of September 30, 2014	Residential Real Estate			Commercial Real Estate			Commercial Non Real Estate			Agriculture			Consumer			Other			Total
Allowance for loan losses
Beginning balance October 1, 2013	$	11,779		$	22,562		$	11,222		$	9,296		$	312		$	693		$	55,864
Charge-offs	(631		)	(3,199		)	(5,380		)	(2,429		)	(211		)	(1,893		)	(13,743		)
Recoveries	233			1,470			1,439			58			156			1,357			4,713
Provision	(788		)	(4,114		)	4,980			3,730			(18		)	666			4,456
Impairment of loans acquired with deteriorated credit quality	(2,251		)	165			(1,711		)	—			25			—			(3,772		)
Ending balance September 30, 2014	$	8,342		$	16,884		$	10,550		$	10,655		$	264		$	823		$	47,518
Ending balance: individually evaluated for impairment	$	2,528		$	1,953		$	3,909		$	1,152		$	51		$	—		$	9,593
Ending balance: collectively evaluated for impairment	$	3,030		$	12,034		$	6,641		$	9,503		$	188		$	823		$	32,219
Ending balance: loans acquired with deteriorated credit quality	$	2,784		$	645		$	—		$	—		$	25		$	—		$	3,454
Ending balance: loans acquired without deteriorated credit quality	$	—		$	2,252		$	—		$	—		$	—		$	—		$	2,252
Financing receivables
Ending balance	$	879,971		$	2,057,456		$	1,266,103		$	1,364,399		$	89,899		$	34,243		$	5,692,071
Ending balance: individually evaluated for impairment	$	9,384		$	38,457		$	28,298		$	25,655		$	166		$	—		$	101,960
Ending balance: collectively evaluated for impairment	$	649,970		$	1,874,474		$	1,224,035		$	1,319,343		$	85,065		$	34,243		$	5,187,130
Ending balance: loans acquired with deteriorated credit quality	$	102,987		$	49,202		$	6,361		$	1,746		$	1,843		$	—		$	162,139
Ending balance: loans acquired without deteriorated credit quality	$	117,630		$	95,323		$	7,409		$	17,655		$	2,825		$	—		$	240,842

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

As of September 30, 2013	Residential Real Estate			Commercial Real Estate			Commercial Non Real Estate			Agricultural			Consumer			Other			Total
Allowance for loan losses
Beginning balance October 1, 2012	$	14,761		$	30,234		$	18,979		$	6,906		$	542		$	456		$	71,878
Charge-offs	(1,766		)	(19,648		)	(3,636		)	(4,069		)	(244		)	(1,851		)	(31,214		)
Recoveries	279			689			1,206			22			396			1,034			3,626
Provision	1,043			10,925			(5,427		)	6,437			(382		)	1,054			13,650
Impairment of loans acquired with deteriorated credit quality	(2,538		)	362			100			—			—			—			(2,076		)
Ending balance September 30, 2013	$	11,779		$	22,562		$	11,222		$	9,296		$	312		$	693		$	55,864
Ending balance: individually evaluated for impairment	$	3,212		$	5,095		$	5,594		$	3,016		$	90		$	—		$	17,007
Ending balance: collectively evaluated for impairment	$	3,533		$	16,986		$	3,897		$	6,280		$	222		$	693		$	31,611
Ending balance: loans acquired with deteriorated credit quality	$	5,034		$	481		$	1,731		$	—		$	—		$	—		$	7,246
Ending balance: loans acquired without deteriorated credit quality	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Financing receivables
Ending balance	$	885,245		$	1,926,828		$	1,191,500		$	1,295,661		$	100,803		$	24,711		$	5,424,748
Ending balance: individually evaluated for impairment	$	8,917		$	77,620		$	27,527		$	23,719		$	292		$	—		$	138,075
Ending balance: collectively evaluated for impairment	$	589,104		$	1,623,274		$	1,136,611		$	1,240,281		$	91,178		$	24,711		$	4,705,159
Ending balance: loans acquired with deteriorated credit quality	$	129,905		$	85,022		$	8,179		$	—		$	3,202		$	—		$	226,308
Ending balance: loans acquired without deteriorated credit quality	$	157,319		$	140,912		$	19,183		$	31,661		$	6,131		$	—		$	355,206

The reserve for unfunded loan commitments was $0.4 million at both September 30, 2014 and 2013.

6. Accounting for Certain Loans Acquired with Deteriorated Credit Quality

In June 2010, the Company acquired certain loans that had deteriorated credit quality. Loan accounting specific to these purchased impaired loans addresses differences between contractual cash flows expected to be collected from the initial investment in loans if those differences are attributable, at least in part, to credit quality. Several factors were considered when evaluating whether a loan was considered a purchased impaired loan, including the delinquency status of the loan, updated borrower credit status, geographic information, and updated loan-to-values (“LTV”). U.S. GAAP allows purchasers to aggregate purchased impaired loans acquired in the same fiscal quarter in one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Loan pools are periodically reassessed to determine expected cash flows. In determining the expected cash flows, the timing of cash flows and prepayment assumptions for smaller, homogenous loans are based on statistical models that take into account factors such as the loan interest rate, credit profile of the borrowers, the years in which the loans were originated, and whether the loans are fixed or variable rate loans. Prepayments may be assumed on large individual loans that consider similar prepayment factors listed above for smaller homogenous loans. The re-assessment of purchased impaired loans resulted in the following changes in the accretable yield during 2014 and 2013 (in thousands):

Balance at September 30, 2012	$	93,859
Accretion	(29,674		)
Reclassification from nonaccretable difference	6,815
Disposals	(3,340		)
Balance at September 30, 2013	67,660
Accretion	(18,204		)
Reclassification from nonaccretable difference	6,252
Disposals	(4,819		)
Balance at September 30, 2014	$	50,889

The reclassifications from nonaccretable difference noted in the table above represent instances where specific pools of loans are expected to perform better over the remaining lives of the loans than expected at the prior re-assessment date.

The following table provides purchased impaired loans at September 30, 2014 and September 30, 2013 (in thousands):

	September 30, 2014						September 30, 2013
	Outstanding Balance 1		Recorded Investment 2		Carrying Value 3		Outstanding Balance 1		Recorded Investment 2		Carrying Value 3
Residential real estate	$	115,863	$	102,987	$	100,203	$	143,998	$	129,905	$	124,871
Commercial real estate	130,825		49,202		48,557		172,706		85,022		84,541
Commercial non real estate	16,697		6,361		6,361		19,539		8,179		6,448
Agriculture	1,747		1,746		1,746		—		—		—
Consumer	2,019		1,843		1,818		3,721		3,202		3,202
Total lending	$	267,151	$	162,139	$	158,685	$	339,964	$	226,308	$	219,062

^{1    Represents the legal balance of loans acquired with deteriorated credit quality.} 

^{2    Represents the book balance of loans acquired with deteriorated credit quality.}  

^{3    Represents the book balance of loans acquired with deteriorated credit quality net of the related allowance for loan losses.} 

Due to improved cash flows of the purchased impaired loans, the reductions to allowance recognized on previous impairments were $4.48 million and $4.58 million for the years ended September 30, 2014 and 2013, respectively.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

7. FDIC Indemnification Asset

Under the terms of the purchase and assumption agreement with the FDIC with regard to the TierOne Bank acquisition, the Company is reimbursed for a portion of the losses incurred on covered assets. As covered assets are resolved, whether it be through repayment, short sale of the underlying collateral, the foreclosure on or sale of collateral, or the sale or charge-off of loans or OREO, any differences between the carrying value of the covered assets versus the payments received during the resolution process, that are reimbursable by the FDIC, are recognized as reductions in the FDIC indemnification asset. Any gains or losses realized from the resolution of covered assets reduce or increase, respectively, the amount recoverable from the FDIC. The following table represents a summary of the activity related to the FDIC indemnification asset for the years ended September 2014 and 2013 (in thousands):

	2014			2013
Balance at beginning of year	$	45,690		$	68,662
Amortization	(14,604		)	(14,758		)
Changes in expected reimbursements from FDIC for changes in expected credit losses	2,148			522
Changes in reimbursable expenses	2,358			(3,453		)
Payments to/(from) the FDIC	(8,914		)	(5,283		)
Balance at end of year	$	26,678		$	45,690

The loss claims filed are subject to review, approval, and annual audits by the FDIC or its assigned agents for compliance with the terms in the loss sharing agreements.

8. Premises and Equipment

The major classes of premises and equipment and the total amount of accumulated depreciation as of September 30, 2014 and 2013, are as follows (in thousands):

	2014			2013
Land	$	22,539		$	23,238
Buildings and building improvements	85,370			88,171
Furniture and equipment	32,117			42,721
Construction in progress	144			55
	140,170			154,185
Accumulated depreciation	(36,463		)	(39,805		)
	$	103,707		$	114,380

Depreciation expense was $9.64 million, $10.70 million and $9.58 million for the years ended September 30, 2014, 2013 and 2012, respectively.

9. Derivative Financial Instruments

In the normal course of business, the Company uses interest rate swaps to manage its interest rate risk and market risk in accommodating the needs of its customers. Also, the Company enters into interest rate lock commitments on mortgage loans to be held for sale, with corresponding forward sales contracts related to these interest rate lock commitments.

Derivative instruments are recognized as either assets or liabilities in the accompanying consolidated financial statements and are measured at fair value.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following table summarizes the notional amounts and estimated fair values of the Company’s derivative instruments at September 30, 2014 and 2013 (in thousands).

	2014
	Notional Amount		Balance Sheet Location	Positive Fair Value		Negative Fair Value
Derivatives not designated as hedging instruments:
Interest rate swaps	$	986,440	Liabilities	$	6,213	$	(19,286	)
Mortgage loan commitments	22,563		Assets	19		—
Mortgage loan forward sale contracts	28,459		Liabilities	—		(19		)

	2013
	Notional Amount		Balance Sheet Location	Positive Fair Value		Negative Fair Value
Derivatives not designated as hedging instruments:
Interest rate swaps	$	864,040	Liabilities	$	12,404	$	(13,555	)
Mortgage loan commitments	16,040		Assets	375		—
Mortgage loan forward sale contracts	21,881		Liabilities	—		(375		)

As with any financial instrument, derivative financial instruments have inherent risk including adverse changes in interest rates. The Company’s exposure to derivative credit risk is defined as the possibility of sustaining a loss due to the failure of the counterparty to perform in accordance with the terms of the contract. Credit risk associated with interest rate swaps is similar to those relating to traditional on-balance sheet financial instruments. The Company manages interest rate swap credit risk with the same standards and procedures applied to its commercial lending activities. Amounts due from NAB to reclaim cash collateral under the interest rate swap master netting arrangements have not been offset against the derivative balances. These receivables are classified on the consolidated balance sheets as cash and were $0 as of September 30, 2014 and 2013, respectively.

The effect of derivatives on the consolidated statements of comprehensive income for the years ended September 30, 2014, 2013 and 2012 (in thousands) was as follows:

	2014
	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
Derivatives not designated as hedging instruments:
Interest rate swaps	Noninterest expense	$	(11,922	)
Mortgage loan commitments	Interest income (expense)	19
Mortgage loan forward sale contracts	Interest income (expense)	(19		)

	2013
	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
Derivatives not designated as hedging instruments:
Interest rate swaps	Noninterest expense	$	40,305
Mortgage loan commitments	Interest income (expense)	375
Mortgage loan forward sale contracts	Interest income (expense)	(375		)

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

	2012
	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
Derivatives not designated as hedging instruments:
Interest rate swaps	Noninterest expense	$	(19,369	)
Mortgage loan commitments	Interest income (expense)	(1,661		)
Mortgage loan forward sale contracts	Interest income (expense)	1,661

Netting of Derivatives

The Company has various financial assets and financial liabilities that are subject to enforceable master netting agreements or similar agreements. The Company has entered into an ISDA master netting arrangement with NAB. Under the terms of the master netting arrangements, all transactions between the Company and the counterparty constitute a single business relationship such that in the event of default, the non-defaulting party is entitled to set off claims and apply property held by that party in respect of any transaction against obligations owed. Any payments, deliveries, or other transfers may be applied against each other and netted.

The table below shows total gross derivative assets and liabilities which are adjusted on an aggregate basis, where applicable to take into consideration the effects of legally enforceable master netting agreements for the net reported amount in the consolidated balance sheets. These amounts are offset on the consolidated balance sheets.

The following tables (in thousands) present the Company's gross derivative financial assets and liabilities at September 30, 2014 and 2013, and the related impact of enforceable master netting arrangements and cash collateral, where applicable:

	Gross Amount			Amount Offset			Net Amount Presented in Consolidated Balance Sheets			Held/Pledged Financial Instruments1		Net Amount
September 30, 2014
Derivative financial assets:
Derivatives subject to master netting arrangement or similar arrangement	$	6,213		$	(6,213	)	$	—		$	—	$	—
Derivative financial liabilities:
Derivatives subject to master netting arrangement or similar arrangement	(19,286		)	6,213			(13,073		)	13,073		—
Total derivative financial liabilities	$	(13,073	)	$	—		$	(13,073	)	$	13,073	$	—

¹ The actual amount of collateral exceeds the fair value exposure, at the individual counterparty level, as of the date presented.

	Gross Amount			Amount Offset			Net Amount Presented in Consolidated Balance Sheets			Held/Pledged Financial Instruments		Net Amount
September 30, 2013
Derivative financial assets:
Derivatives subject to master netting arrangement or similar arrangement	$	12,404		$	(12,404	)	$	—		$	—	$	—
Derivative financial liabilities:
Derivatives subject to master netting arrangement or similar arrangement	(13,555		)	12,404			(1,151		)	—		(1,151		)
Total derivative financial liabilities	$	(1,151	)	$	—		$	(1,151	)	$	—	$	(1,151	)

10. The Fair Value Option

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The Company has elected to measure certain long-term loans and written loan commitments at fair value to assist in managing the interest rate risk for longer-term loans. This fair value option was elected upon the origination of these loans. Interest income is recognized in the same manner as interest on non-fair value loans.

See Note 22 for additional disclosures regarding the fair value of the fair value option loans and written loan commitments.

Long-term loans and written loan commitments for which the fair value option has been elected had a net favorable difference between the aggregate fair value and the aggregate unpaid loan principal balance and written loan commitment amount of approximately $7.07 million and a net unfavorable amount of approximately $4.83 million at September 30, 2014 and 2013, respectively. The total unpaid principal balance of these long-term loans was approximately $978.34 million and $846.69 million at September 30, 2014 and 2013, respectively. The fair value of these loans and written loan commitments is included in total loans in the consolidated balance sheets and are grouped with commercial non real estate, commercial real estate, and agricultural loans in Note 4. The fair value of these written loan commitments was not material at September 30, 2014 and 2013, respectively. None of the noted loans were greater than 90 days past due or in nonaccrual status as of September 30, 2014 or 2013.

Changes in fair value for items for which the fair value option has been elected and the line items in which these changes are reported are as follows for the years ended September 30, 2014 and 2013 (in thousands):

	2014
	Interest Income			Total Changes in Fair Value
Long-term loans and written loan commitments	$	11,904		$	11,904
	2013
	Interest Income			Total Changes in Fair Value
Long-term loans and written loan commitments	$	(41,160	)	$	(41,160	)
	2012
	Interest Income			Total Changes in Fair Value
Long-term loans and written loan commitments	$	15,093		$	15,093

For long-term loans and written loan commitments at September 30, 2014, 2013 and 2012, approximately $(0.02) million, $(0.85) million and $(4.27) million, respectively, of the total change in fair value is attributable to changes in specific credit risk. The gains or losses attributable to changes in instrument-specific credit risk were determined based on an assessment of existing market conditions and credit quality of the underlying loan for the specific portfolio of loans.

11. Goodwill

Changes in the carrying amount of goodwill for the years ended September 30, 2014 and 2013, are as follows (in thousands):

	2014		2013
Balance, beginning of year	$	697,807	$	697,807
Arising from prior period purchases	—		—
Arising from business acquisitions	—		—
Balance, end of year	$	697,807	$	697,807

Annually, the Company performs an impairment analysis to determine whether an adjustment to the carrying value of goodwill is required. The analysis is performed by comparing the fair value of the Bank to the carrying amount of its net assets. Fair value is based on the best information available, such as present value or multiple of earnings techniques. For the years ended September 30, 2014, 2013 and 2012, the Company did not recognize any impairment related to goodwill.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

12. Core Deposits and Other Intangibles

A summary of intangible assets subject to amortization is as follows (in thousands):

	Core Deposit Intangible			Brand Intangible			Customer Relationships Intangible			Other		Total
As of September 30, 2014
Gross carrying amount	$	92,679		$	8,464		$	16,089		$	—	$	117,232
Accumulated amortization	(87,423		)	(3,572		)	(12,008		)	—		(103,003		)
	$	5,256		$	4,892		$	4,081		$	—	$	14,229
As of September 30, 2013
Gross carrying amount	$	92,679		$	8,464		$	16,089		$	—	$	117,232
Accumulated amortization	(73,668		)	(3,008		)	(10,112		)	—		(86,788		)
	$	19,011		$	5,456		$	5,977		$	—	$	30,444

Amortization expense of intangible assets was $16.22 million, $19.29 million and $19.65 million for the years ended September 30, 2014, 2013 and 2012, respectively.

The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in subsequent fiscal years is as follows (in thousands):

2015	$	7,110
2016	2,822
2017	1,097
2018	564
2019	564
2020 and thereafter	2,072
	$	14,229

13. Deposits

The composition of deposits as of September 30, 2014 and 2013, is as follows (in thousands):

	2014		2013
Noninterest-bearing demand	$	1,303,015	$	1,199,427
NOW accounts, money market and savings	4,005,471		3,601,796
Time certificates, $100,000 or more	733,376		850,817
Other time certificates	1,010,318		1,296,168
	$	7,052,180	$	6,948,208

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

At September 30, 2014, the scheduled maturities of time certificates in subsequent fiscal years are as follows (in thousands):

2015	$	1,137,736
2016	316,194
2017	132,565
2018	78,430
2019	36,359
2020 and thereafter	42,410
	$	1,743,694

14. Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase generally mature within one to four days from the transaction date. Securities underlying the agreements had an amortized cost of approximately $190.59 million and $226.16 million and fair value of approximately $188.61 million and $224.16 million at September 30, 2014 and 2013, respectively. The Company holds the securities under third-party safekeeping agreements.

15. FHLB Advances, Related Party Notes Payable and Other Borrowings

FHLB advances, related party notes payable, and other borrowings consist of the following at September 30, 2014 and 2013 (in thousands):

	2014		2013
Subordinated capital note to NAB New York (a branch of NAB), due June 2018 (callable June 2015), interest paid quarterly based on LIBOR plus 205 basis points, unsecured	$	35,795	$	35,795
$10,000 revolving line of credit to NAB due on demand, interest paid monthly based on LIBOR plus 125 basis points, unsecured	5,500		5,500
Total related party notes payable	41,295		41,295
Notes payable to Federal Home Loan Bank (FHLB), interest rates from 0.21% to 3.66% and maturity dates from April 2015 to July 2023, collateralized by real estate loans and FHLB stock, with various call dates at the option of the FHLB	575,000		390,500
Other	94		107
Total FHLB advances and other borrowings	575,094		390,607
	$	616,389	$	431,902

As of September 30, 2014, based on its Federal Home Loan Bank stock holdings, the combined aggregate additional borrowing capacity of the Company with the Federal Home Loan Bank was $659.76 million.

Principal balances of loans pledged to the Federal Home Loan Bank to collateralize notes payable totaled $2,145.55 million and $1,984.67 million at September 30, 2014 and 2013, respectively.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

As of September 30, 2014, FHLB advances, related party notes payable and other borrowings are due or callable (whichever is earlier) in subsequent fiscal years as follows (in thousands):

2015	$	70,594
2016	90,000
2017	25,000
2018	60,795
2019	100,000
2020 and thereafter	270,000
	$	616,389

16. Subordinated Debentures

The Company has caused three trusts to be created that have issued Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities). These trusts are described herein.

The sole assets of the trusts are junior subordinated deferrable interest debentures (the Debentures) issued by the Company (or assumed as part of the Sunstate Bank acquisition) with interest, maturity, and distribution provisions similar in term to the respective Preferred Securities. Additionally, to the extent interest payments are deferred on the Debentures, payment on the Preferred Securities will be deferred for the same period.

The trusts’ ability to pay amounts due on the Preferred Securities is solely dependent upon the Company making payment on the related Debentures. The Company’s obligation under the Debentures and relevant trust agreements constitute a full, irrevocable, and unconditional guarantee on a subordinated basis by it of the obligations of the trusts under the Preferred Securities.

For regulatory purposes the Debentures qualify as elements of capital. As of September 30, 2014, $56 million of Debentures were eligible for treatment as Tier 1 capital.

The Company caused to be issued 22,400 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of Great Western Statutory Trust IV on December 17, 2003, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 285 basis points. Interest Payment Dates are March 17, June 17, September 17 and December 17 of each year, beginning March 17, 2004 and are payable in arrears. The Company may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive quarters following suspension of dividends on all capital stock. At the end of any deferral period, all accumulated and unpaid distributions must be paid. The Debentures will be redeemed 30 years from the issuance date; however, subject to the Company receiving prior approval of the Federal Reserve, if required, the Company has the right to redeem the Debentures in whole, but not in part, at the Special Redemption Date, at a premium as defined by the Indenture if a “Special Event” occurs prior to December 17, 2008. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after December 17, 2008, subject to the Company receiving prior approval of the Federal Reserve, if required, the Company has the right to redeem the Debentures at the Redemption Price, in whole or in part, on an Interest Payment Date. The Redemption Price is $1,000 per Preferred Security plus any accrued and unpaid distributions to the date of redemption. Holders of the Preferred Securities have no voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of the Company’s senior indebtedness and senior to the Company’s common and preferred stock. Proceeds from the issue were used for general corporate purposes.

The Company caused to be issued 30,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of GWB Capital Trust VI on March 10, 2006, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 148 basis points. Interest Payment dates are December 15, March 15, June 15, and September 15 of each year, beginning June 15, 2006, and are payable in arrears. The Company may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive quarters following suspension of dividends on all capital stock. At the end of any deferral period, all accumulated and unpaid interest must be paid. The Debentures will be redeemed March 15, 2036; however, subject to the Company receiving prior approval of the Federal Reserve, if required, the Company has the right to redeem the Debentures in

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

whole, but not in part, at any Interest Payment Date, at a premium as defined by the Indenture if a “Special Event” occurs prior to March 15, 2007. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after March 15, 2011, subject to the Company receiving approval of the Federal Reserve, if required, the Company has the right to redeem the Debentures at the Redemption Price, whole or in part, on an Interest Payment Date. The Redemption Price is $1,000 per Preferred Security plus any accrued and unpaid interest to the date of redemption. Holders of the Preferred Securities have no voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of the Company’s senior indebtedness and senior to the Company’s common and preferred stock. Proceeds from the issue were used for general corporate purposes including redemption of the 9.75% Preferred Securities of GWB Capital Trust II.

The Company acquired the Sunstate Bancshares Trust II in the acquisition of Sunstate Bank. Sunstate Bancshares caused to be issued 2,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of Sunstate Bancshares Trust II on June 1, 2005, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 185 basis points. Interest Payment dates are March 15, June 15, September 15, and December 15 of each year, beginning September 15, 2005, and are payable in arrears. The Company may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive quarters following suspension of dividends on all capital stock. At the end of any deferral period, all accumulated and unpaid interest must be paid. The Debentures will be redeemed June 15, 2035; however, subject to the Company receiving prior approval of the Federal Reserve, if required, the Company has the right to redeem the Debentures in whole or in part, at any time, within 90 days following the occurrence of a Special Event, at a premium as defined by the Indenture if a “Special Event” occurs prior to June 15, 2010. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after June 15, 2010, subject to the Company receiving prior approval of the Federal Reserve, if required, the Company has the right to redeem the Debentures at the Redemption Price, in whole or in part, on an Interest Payment Date. The Redemption Price is $1,000 per Preferred Security plus any accrued and unpaid interest to the date of redemption. Holders of the Preferred Securities have no voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of the Company’s senior indebtedness and senior to the Company’s common and preferred stock. Relating to the trusts, the Company held as assets $1.68 million in common shares at September 30, 2014 and 2013.

17. Income Taxes

The provision for income taxes charged to operations consists of the following for the years ended September 30, 2014 and 2013 (in thousands):

	2014			2013			2012
Currently paid or payable
Federal	$	58,172		$	51,828		$	51,677
State	8,638			8,158			7,200
	66,810			59,986			58,877
Deferred tax (benefit) expense	(12,463		)	(6,088		)	(14,719		)
Income tax expense	$	54,347		$	53,898		$	44,158

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income due to the following for the years ended September 30, 2014 and 2013 (in thousands):

	2014			2013			2012
Computed “expected” tax expense (35%)	$	55,754		$	52,550		$	41,004
Increase (decrease) in income taxes resulting from:
Tax exempt interest income	(4,926		)	(3,856		)	(2,348		)
State income taxes, net of federal benefit	5,615			5,303			4,680
Other	(2,096		)	(99		)	822
Actual tax expense	$	54,347		$	53,898		$	44,158

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Net deferred tax assets (liabilities) consist of the following components at September 30, 2014 and 2013 (in thousands):

	2014			2013
Deferred tax assets:
Allowance for loan losses	$	19,683		$	22,686
Compensation	329			320
Net operating loss carryforward	119			170
Securities available for sale	3,758			4,144
Other real estate owned	13,721			7,072
Core deposit intangible and other fair value adjustments	10,573			6,617
Excess tax basis of loans acquired over carrying value	9,595			10,879
Other	6,272			5,668
	64,050			57,556
Deferred tax liabilities:
Goodwill and other intangibles	(9,099		)	(5,143		)
Securities available for sale	—			—
Premises and equipment	(4,390		)	(6,132		)
Excess carrying value of FDIC indemnification asset and clawback liability	(4,280		)	(11,943		)
Other	(1,578		)	(1,712		)
	(19,347		)	(24,930		)
Net deferred tax assets (liabilities)	$	44,703		$	32,626

At September 30, 2014 and 2013, the Company had an income tax payable to National Americas Investment, Inc. for $4.91 million and $12.39 million (included in income tax payable).

Management has determined a valuation reserve is not required for the deferred tax assets because it is more likely than not these assets could be realized through carry back to taxable income in prior years, future reversals of existing taxable temporary differences, and future taxable income.

Uncertain tax positions were not significant at September 30, 2014 or 2013.

The Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2009. In July 2014, the IRS issued the final report on their examination of federal income tax returns for the periods ended September 30, 2010 and 2011.  The results of the examination did not have a material effect on our financial condition or results of operations.

18. Profit-Sharing Plan

The Company participates in a multiple employer 401(k) profit sharing plan (the Plan). All employees are eligible to participate, beginning with the first day of the month coincident with or immediately following the completion of one year of service and having reached the age of 21. In addition to employee contributions, the Company may contribute discretionary amounts for eligible participants. Contribution rates for participating employers must be equal. The Company contributed $3.60 million, $4.48 million and $4.13 million to the Plan for the years ended September 30, 2014, 2013 and 2012, respectively.

19. Regulatory Matters

The Company and the Bank are subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval and are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table following) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets (all defined in the regulations). The Company met all capital adequacy and net worth requirements to which they are subject as of September 30, 2014 and 2013.

The most recent notifications from the regulatory agencies categorize the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since those notifications that management believes have changed the categories.

As an approved mortgage seller, the Bank is required to maintain a minimum level of capital specified by the United States Department of Housing and Urban Development. At September 30, 2014 and 2013, the Bank met these requirements.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Capital amounts and ratios are presented in the following table (in thousands):

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2014
Total risk based capital (to risk-weighted assets):
Consolidated	$	851,867	12.87	%	$	529,521	8.00	%	N/A		N/A
Bank	861,392		13.02	%	529,273		8.00	%	$	661,591	10.00	%
Tier 1 risk based capital (to risk-weighted assets):
Consolidated	782,872		11.83	%	264,707		4.00	%	N/A		N/A
Bank	813,874		12.30	%	264,674		4.00	%	397,012		6.00	%
Tier 1 leverage capital (to average assets):
Consolidated	782,872		9.10	%	344,120		4.00	%	N/A		N/A
Bank	813,874		9.46	%	344,133		4.00	%	430,166		5.00	%
As of September 30, 2013
Total risk based capital (to risk-weighted assets):
Consolidated	$	846,689	13.80	%	$	490,865	8.00	%	N/A		N/A
Bank	848,534		13.83	%	490,793		8.00	%	$	613,492	10.00	%
Tier 1 risk based capital (to risk-weighted assets):
Consolidated	762,189		12.42	%	245,433		4.00	%	N/A		N/A
Bank	792,670		12.92	%	245,397		4.00	%	368,095		6.00	%
Tier 1 leverage capital (to average assets):
Consolidated	762,189		9.20	%	331,374		4.00	%	N/A		N/A
Bank	792,670		9.45	%	335,348		4.00	%	419,185		5.00	%

20. Commitments and Contingencies

Financial Instruments with Off-Balance-Sheet Risk

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. They involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. A summary of the Company’s commitments as of September 30, 2014 and 2013, is as follows (in thousands):

	2014		2013
Commitments to extend credit	$	1,939,544	$	1,713,869
Letters of credit	54,381		51,893

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Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The credit and collateral policy for commitments and letters of credit is comparable to that for granting loans.

Asset Sales

The Bank has provided guarantees in connection with the sale of loans and has assumed a similar obligation in its acquisitions. The guarantees are generally in the form of asset buy back or make whole provisions that are triggered upon a credit event and remain in effect until the loans are collected. The maximum potential future payment related to these guarantees is not readily determinable because the Company’s obligation under these agreements depends on the occurrence of future events. There were $1.73 million and $0.16 million loans repurchased for the year ended September 30, 2014 and 2013, respectively. Incurred losses related to these repurchased loans and guaranteed loans as of September 30, 2014 and 2013, are not significant.

Financial Instruments with Concentration of Credit Risk by Geographic Location

A substantial portion of the Company’s customers’ ability to honor their contracts is dependent on the economy in eastern and northern Nebraska, northern Missouri, northeastern Kansas, Iowa, southeastern Arizona, central Colorado, and South Dakota. Although the Company’s loan portfolio is diversified, there is a relationship in these regions between the agricultural economy and the economic performance of loans made to nonagricultural customers. The concentration of credit in the regional agricultural economy is taken into consideration by management in determining the allowance for loan losses.

Lease Commitments

The Company leases several branch locations under terms of operating lease agreements expiring through December 31, 2021. The Company has the option to renew these leases for periods that range from 1 to 5 years. Total rent expense for these leases for the years ended September 30, 2014, 2013 and 2012, was $5.21 million, $5.62 million and $5.32 million, respectively.

Approximate future minimum rental payments for operating leases in excess of one year in subsequent fiscal years are as follows (in thousands):

2015	$	3,463
2016	2,884
2017	2,394
2018	1,848
2019	974
2020 and thereafter	1,261
	$	12,824

Contingencies

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Company’s consolidated financial statements.

The Company was a defendant in a case that challenged the Company’s ordering of transactions posted to customer checking accounts. The Company entered into and satisfied the settlement during 2012. The settlement was not material to the Company’s consolidated financial statements.

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21. Transactions With Related Parties

The Company has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, executive officers, their immediate families, and affiliated companies in which they have 10% or more beneficial ownership (commonly referred to as related parties). Total loans committed to related parties were not significant at September 30, 2014 and 2013.

In conjunction with the purchase of the Company on June 3, 2008, the subordinated capital notes with Capital Investors, LLC were redeemed and a new subordinated capital note was issued to NAB New York (a branch of NAB) in the amount of $35.80 million. The subordinated capital note bears interest at a floating rate of LIBOR plus 205 basis points and is due June 3, 2018, with interest payable quarterly. The interest rate at September 30, 2014, was 2.2836%, and resets quarterly on each September 3, December 3, March 3, and June 3. The Company has the right, subject to regulatory approval, to prepay the subordinated capital note without penalty. The Company’s obligations under its Preferred Securities guarantee and the junior subordinated debentures are unsecured and rank junior to the Company’s obligations under its subordinated capital note.

In addition, the Company obtained a $10.00 million revolving line of credit with NAB, which is due on demand. The line of credit has an interest rate of LIBOR plus 125 basis points, with interest payable quarterly. The interest rate was 1.4067% at September 30, 2014, and will reset on December 5. There were outstanding advances of $5.50 million on this line of credit at September 30, 2014 and 2013.

NAB acts as the counterparty for all of the Company’s interest rate swaps. These swaps are discussed in Note 9.

NAB acts as a dealer on certain security purchases. Securities purchased from NAB totaled $0 and $56.12 million for the years ended September 30, 2014 and 2013, respectively. No commissions were paid to NAB in connection with these purchases.

Interest paid to related parties for notes payable as discussed above and in Note 15 was $0.91 million, $0.91 million and $1.00 million for the years ended September 30, 2014, 2013 and 2012, respectively.

NAB provides the Company’s employees with restricted shares of NAB stock subsequent to meeting short- and long-term incentive goals. A payable is recorded between the Company and NAB based on the value and vesting schedule of issued shares. The liability included in accrued expenses on the consolidated balance sheets was $0.82 million and $2.36 million at September 30, 2014 and 2013, respectively. The expense related to the restricted shares was $2.06 million, $1.94 million and $2.14 million for the years ended September 30, 2014, 2013 and 2012, respectively, and is included within salaries and employee benefits on the consolidated statements of comprehensive income.

Prior to the IPO, our Chief Financial Officer and Chief Risk Officer were employees of NAB and its subsidiary, Bank of New Zealand, respectively. In connection with the IPO, the Company entered into employment agreements with our Chief Financial Officer and Chief Risk Officer, whose employment with NAB or Bank of New Zealand, as applicable, terminated. Additionally, the Company’s Chief Credit Officer is a NAB employee and the Head of Credit-Agribusiness is a Bank of New Zealand employee, both of whom were temporarily seconded to work with the Company beginning in November 2010 and December 2010, respectively, and continuing through December 31, 2014. The Company has generally been responsible for paying the salary and benefits of these individuals while they were or continue to be NAB or Bank of New Zealand employees, however certain of these expenses are reimbursable by NAB. Expenses reimbursed by the Company to NAB in connection with these employees totaled $0.44 million, $0.58 million and $0.88 million for the years ended September 30, 2014, 2013 and 2012, respectively.

During fiscal year 2014, NAB apportioned to its U.S. operations, including the Company, certain costs associated with NAB’s compliance with rules implemented pursuant to authority granted under the Dodd-Frank Act. These costs were apportioned based on the aggregate amount of assets of each of NAB’s U.S. operations relative to the total assets of all of NAB’s U.S. operations. During fiscal year 2014, the Company paid NAB approximately $0.21 million related to these apportioned costs.

In connection with the IPO, other than certain audit-related expenses paid by the Company, NAB has paid or will reimburse all fees and expenses the Company incurred in connection with the IPO. These expenses totaled $1.94 million for the year ended September 30, 2014.

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In connection with the IPO, the Company and NAB entered into an agreement providing a framework for our ongoing relationship with NAB referred to as the Transitional Services Agreement whereby NAB will continue to provide us with certain services for a transition period until such time as NAB ceases to control us for purposes of the U.S. Bank Holding Company Act of 1956, as amended, or the BHC Act.

The Company’s Chief Executive Officer’s son owns a 22.5% interest in Sioux Falls Financial Services, LLC, which leases to the Company certain property in South Dakota used as an operations center. The lease agreement for this property commenced on April 1, 2011 and contains customary and standard terms for similar lease arrangements. The term of the lease runs through March 31, 2020, at which point the Company has the option to renew the lease for an additional five year term. Payments under this lease totaled approximately $0.18 million, $0.19 million and $0.17 million for the years ended September 30, 2014, 2013 and 2012, respectively.

The Company’s corporate insurance policies are negotiated and paid by NAB and reimbursed by the Company on an annual basis. The fees we will pay for these services under the Transitional Services Agreement will be based on prevailing market rates.

During the IPO, the underwriters reserved for sale at the initial public offering price up to 5% of the shares offered by this prospectus for sale to some of our directors, officers, employees, friends, family, customers and related persons through a reserved share program. A total of 130,880 shares were purchased in the reserved share program.

22. Fair Value of Financial Instruments and Interest Rate Risk

The Company measures, monitors and discloses certain of its assets and liabilities on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value are as follows:

Level 1    Quoted prices in active markets for identical assets or liabilities

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Level 1 inputs are considered to be the most transparent and reliable and Level 3 inputs are considered to be the least transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (Level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. Although in some instances, third party price indications may be available, limited trading activity can challenge the observability of these quotations.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Securities Available for Sale

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows and classified as Level 2 securities. Level 2 securities include U.S. government agency, agency mortgage-backed, states and political subdivisions, corporate debt, and other securities. Where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Interest Rate Swaps and Loans

Interest rate swaps are valued using the system used to value all of NAB’s traded securities and derivatives using LIBOR rates. The fair value of loans accounted for under the fair value option represents the net carrying value of the loan, plus the equal and opposite amount of the value of the swap needed to hedge the interest rate risk and an adjustment for credit risk based on our assessment of existing market conditions for the specific portfolio of loans. This is used due to the strict prepayment penalties put in the loan terms to cover the cost of exiting the hedge of the loans in the case of early prepayment or termination. The adjustment for credit risk on loans accounted for under the fair value option is not significant to the overall fair value of the loans. The fair values estimated by NAB use interest rates that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy. The Company is required to post cash collateral to NAB for interest rate derivative contracts that are in a liability position, thus a credit risk adjustment on interest rate swaps is not warranted.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30 (in thousands):

	Fair Value		Level 1		Level 2		Level 3
As of September 30, 2014
U.S. Treasury securities	$	222,725	$	222,725	$	—	$	—
Mortgage-backed securities	1,103,415		—		1,103,415		—
States and political subdivision securities	2,189		—		160		2,029
Corporate debt securities	11,873		—		11,873		—
Other	1,040		—		1,040		—
Securities available for sale	$	1,341,242	$	222,725	$	1,116,488	$	2,029
Derivatives-assets	$	19	$	—	$	19	$	—
Derivatives-liabilities	13,092		—		13,092		—
Fair value loans and written loan commitments	985,411		—		985,411		—
	Fair Value		Level 1		Level 2		Level 3
As of September 30, 2013
U.S. Treasury securities	$	—	$	—	$	—	$	—
Mortgage-backed securities	1,459,444		—		1,459,444		—
States and political subdivision securities	3,532		—		1,289		2,243
Corporate debt securities	12,013		—		12,013		—
Other	5,460		—		5,460		—
Securities available for sale	$	1,480,449	$	—	$	1,478,206	$	2,243
Derivatives-assets	$	375	$	—	$	375	$	—
Derivatives-liabilities	1,526		—		1,526		—
Fair value loans and written loan commitments	841,862		—		841,862		—

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following table presents the changes in Level 3 financial instruments for the years ended September 30, 2014 and 2013 (in thousands):

	Other Securities Available for Sale
Balance at September 30, 2012	$	3,852
Principal paydown	(1,609		)
Balance at September 30, 2013	$	2,243
Principal paydown	(214		)
Balance at September 30, 2014	$	2,029

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Impaired Loans (Collateral Dependent)

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for estimating fair value include using the fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using the discounted cash flow method.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of the impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor, if necessary, to the appraised value and including costs to sell. Because many of these inputs are not observable, the measurements are classified as Level 3.

Other Real Estate Owned (OREO)

Other real estate owned consists of loan collateral that has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate. OREO is recorded initially at fair value of the collateral less estimated selling costs. Subsequent to foreclosure, valuations are updated periodically, and the assets may be marked down further to fair value less selling costs, reflecting a valuation allowance. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods. These measurements are classified as Level 3.

Mortgage Loans Held for Sale

Fair value of mortgage loans held for sale is based on either quoted prices for the same or similar loans, or values obtained from third parties, or are estimated for portfolios of loans with similar financial characteristics and are therefore considered a Level 2 valuation.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

The following tables present the fair value measurement of assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2014 and 2013 (in thousands):

	Fair Value		Level 1		Level 2		Level 3
As of September 30, 2014
Other real estate owned	$	36,879	$	—	$	—	$	36,879
Impaired loans	111,265		—		—		111,265
Loans held for sale, at lower of cost or fair value	10,381		—		10,381		—
As of September 30, 2013
Other real estate owned	$	40,723	$	—	$	—	$	40,723
Impaired loans	154,512		—		—		154,512
Loans held for sale, at lower of cost or fair value	8,271		—		8,271		—

The valuation techniques and significant unobservable inputs used to measure Level 3 fair value measurements at September 30, 2014 were as follows:

Financial Instrument	Fair Value of Assets / (Liabilities) at September 30, 2014		Valuation Technique(s)	Unobservable Input	Range	Weighted Average
Other real estate owned	$	36,879	Appraisal value	Property specific adjustment	N/A	N/A
Impaired loans	$	111,265	Appraisal value	Property specific adjustment	N/A	N/A

Fair Value of Financial Instruments

For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate are assumed to have a fair value that approximates carrying value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument.

The short maturity of the Company’s assets and liabilities results in having a significant number of financial instruments whose fair value equals or closely approximates carrying value. Such financial instruments are reported in the following consolidated balance sheet categories: cash and due from banks, securities sold under agreements to repurchase, and accrued interest.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include premises and equipment, deferred income taxes, goodwill, and core deposit and other intangibles. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Off-balance sheet instruments (commitments to extend credit and standby letters of credit) are generally short-term and at variable rates. Therefore, both the carrying amount and the estimated fair value associated with these instruments are immaterial. Fair values for balance sheet instruments as of September 30, 2014 and 2013, are as follows (in thousands):

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

		2014				2013
	Level in Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Cash and due from banks	Level 1	$	256,639	$	256,639	$	282,157	$	282,157
Loans, net excluding fair valued loans and loans held for sale	Level 3	5,744,157		5,734,274		5,456,676		5,420,963
Accrued interest receivable	Level 2	42,609		42,609		41,065		41,065
Federal Home Loan Bank stock	Level 2	35,922		35,922		28,765		28,765
Liabilities
Deposits	Level 3	$	7,052,180	$	7,057,591	$	6,948,208	$	6,959,936
FHLB advances, related party notes payable, and other borrowings	Level 2	616,389		604,615		431,902		421,593
Securities sold under repurchase agreements	Level 2	161,687		161,687		217,562		217,562
Accrued interest payable	Level 2	5,273		5,273		6,790		6,790
Subordinated debentures	Level 2	56,083		56,084		56,083		56,084

The following methods and assumptions were used in estimating the fair value of financial instruments that were not previously disclosed:

Cash and cash due from banks: Due to the short term nature of cash and cash equivalents, the estimated fair value is equal to the carrying value and they are categorized as a Level 1 fair value measurement.

Loans, net excluding fair valued loans and loans held for sale: The fair value of the loan portfolio is estimated using observable inputs including estimated cash flows, and discount rates based on interest rates currently being offered for loans with similar terms, to borrowers of similar credit quality. Loans held for investment are categorized as a Level 3 fair value measurement.

Accrued interest receivable: Due to the nature of accrued interest receivable, the estimated fair value is equal to the carrying value and they are categorized as a Level 2 fair value measurement.

Federal Home Loan Bank stock: The carrying amount of FHLB stock approximates its fair value as it can only be redeemed with the FHLB at par value. Federal Home Loan Bank stock has been categorized as a Level 2 fair value measurement.

Deposits: The estimated fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand. The fair value of interest-bearing time deposits is based on the discounted value of contractual cash flows of such deposits, taking into account the option for early withdrawal. The discount rate is estimated using the rates offered by the Company, at the respective measurement dates, for deposits of similar maturities. Deposits have been categorized as a Level 3 fair value measurement.

FHLB advances, related party notes payable, and other borrowings: The fair value of FHLB advances, related party notes payable, and other borrowings is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements. In the absence of a reasonably precise methodology to determine the fair value of the credit agreement, carrying value has been used to represent fair value. FHLB advances, related party notes payable, and other borrowings have been categorized as a Level 2 fair value measurement.

Securities sold under repurchase agreements: The Company’s repurchase agreements are overnight transactions that mature the day after the transaction, and as a result of this short-term nature, the estimated fair value equals the carrying value. Securities sold under repurchase agreements have been categorized as a Level 2 fair value measurement.

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Accrued interest payable: Due to the nature of accrued interest payable, the estimated fair value is equal to the carrying value and they are categorized as a Level 2 fair value measurement.

Subordinated Debentures: The fair value of subordinated debentures is estimated using discounted cash flow analysis, based on current incremental debt rates. In the absence of a reasonably precise methodology to determine the fair value of the credit agreement, carrying value has been used to represent fair value. Subordinated debentures have been categorized as a Level 2 fair value measurement.

23. Earnings per Share

Basic earnings per share computations for the years ended September 30, 2014 and 2013 were determined by dividing net income by the weighted-average number of common shares outstanding during the years then ended. The Company had no potentially dilutive securities outstanding during the periods presented.

The following information was used in the computation of basic earnings per share (EPS) for the years ended September 30, 2014 and 2013 (in thousands except share data).

	2014		2013		2012
Basic earnings per share computation:
Net income	$	104,952	$	96,243	$	72,995
Weighted average common shares outstanding	57,886,114		57,886,114		57,886,114
Basic EPS	$	1.81	$	1.66	$	1.26

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

24. Parent Company Only Financial Statements

Parent company only financial information for Great Western Bancorp, Inc. is summarized as follows:

Condensed Balance Sheets

(In thousands)

	September 30,
	2014			2013
Assets
Cash and due from banks	$	5,753		$	6,710
Investment in subsidiaries	1,508,175			1,503,778
Investment in affiliates	1,683			1,683
Accrued interest receivable	2			2
Net deferred tax assets	416			413
Other assets	7,469			14,521
Total assets	$	1,523,498		$	1,527,107
Liabilities and stockholder’s equity
Related party notes payable	$	41,295		$	41,295
Subordinated debentures	56,083			56,083
Accrued interest payable	115			113
Income taxes payable	4,915			12,390
Accrued expenses and other liabilities	—			12
Total liabilities	102,408			109,893
Stockholder’s equity
Common stock	579			579
Additional paid-in capital	1,260,124			1,260,124
Retained earnings	166,544			163,592
Accumulated other comprehensive income (loss)	(6,157		)	(7,081		)
Total stockholder’s equity	1,421,090			1,417,214
Total liabilities and stockholder’s equity	$	1,523,498		$	1,527,107

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Condensed Statements of Comprehensive Income

(In thousands)

	Years Ended September 30,
	2014		2013		2012
Income
Dividends from subsidiary bank	$	105,000	$	49,900	$	45,800
Dividends on securities	257		112		264
Other	40		40		66
Total income	105,297		50,052		46,130
Expenses
Interest on related party notes payable	921		950		1,007
Interest on subordinated debentures	1,315		1,347		1,436
Salaries and employee benefits	661		906		1,655
Professional fees	1,080		135		120
Other	1,834		2,388		1,770
Total expense	5,811		5,726		5,988
Income before income tax and equity in undistributed net income of subsidiaries	99,486		44,326		40,142
Benefit for income taxes	1,993		1,955		2,057
Income before equity in undistributed net income of subsidiaries	101,479		46,281		42,199
Equity in undistributed net income of subsidiaries	3,473		49,962		30,796
Net income	$	104,952	$	96,243	$	72,995

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

Condensed Statements of Cash Flows

(In thousands)

	Year Ended September 30,
	2014			2013			2012
Operating Activities
Net income	$	104,952		$	96,243		$	72,995
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	—			—			1
Deferred income taxes	(7,478		)	750			(1,817		)
Changes in:
Other assets	7,052			(875		)	9,213
Accrued interest and other liabilities	(10		)	(558		)	369
Equity in undistributed net income of subsidiaries	(3,473		)	(49,962		)	(30,796		)
Net cash provided by operating activities	101,043			45,598			49,965
Financing Activities
Net change in note payable to NAB	—			—			(7,000		)
Dividends paid	(102,000		)	(41,400		)	(41,800		)
Net cash used in financing activities	(102,000		)	(41,400		)	(48,800		)
Change in cash and due from banks	(957		)	4,198			1,165
Cash and due from banks, beginning of year	6,710			2,512			1,347
Cash and due from banks, end of year	$	5,753		$	6,710		$	2,512

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GREAT WESTERN BANCORP, INC.

Notes to Consolidated Financial Statements

25. Selected Quarterly Financial Data (unaudited)

The following is a summary of quarterly results (in thousands except per share data):

	Fiscal Year 2014
	Fourth Quarter			Third Quarter		Second Quarter			First Quarter
Interest and dividend income	$	84,361		$	97,164	$	89,227		$	75,373
Interest expense	7,715			7,778		7,929			8,630
Net interest income	76,646			89,386		81,298			66,743
Provision for loan losses	2,749			1,500		(2,690		)	(875		)
Noninterest income	14,884			14,225		13,846			15,099
Noninterest expense	48,121			67,476		57,373			39,174
Net income	$	27,875		$	22,503	$	25,970		$	28,604
Earnings per share	$	0.48		$	0.39	$	0.45		$	0.49
	Fiscal Year 2013
	Fourth Quarter			Third Quarter		Second Quarter			First Quarter
Interest and dividend income	$	83,698		$	56,569	$	74,226		$	79,764
Interest expense	8,812			9,206		9,942			11,201
Net interest income	74,886			47,363		64,284			68,563
Provision for loan losses	(2,460		)	3,500		534			10,000
Noninterest income	17,526			17,010		19,027			21,341
Noninterest expense	54,333			22,766		45,519			45,667
Net income	$	26,323		$	24,318	$	23,918		$	21,684
Earnings per share	$	0.46		$	0.42	$	0.41		$	0.37

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.    We maintain disclosure controls and procedures, as defined in Rule 13a−15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the filing of this Annual Report on Form 10-K, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2014 due to the material weakness in our internal control over financial reporting described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Internal Control Over Financial Reporting.” 

(b) Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Independent Registered Public Accounting Firm.    This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s independent registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

(c) Changes in Internal Controls over Financial Reporting.    This Annual Report on Form 10-K does not include a report on changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter due to a transition period established by the Exchange Act for newly public companies.  Following identification of the material weakness referenced above, we implemented a number of controls and procedures designed to improve our control environment as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Internal Control Over Financial Reporting.”

ITEM 9B. OTHER INFORMATION

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

This information is incorporated by reference to our definitive proxy statement that will be filed with the SEC pursuant to Regulation 14A not later than 120 days after September 30, 2014, the end of our fiscal year. Information relating to our executive officers is, pursuant to Instruction 3 of Item 401(b) of Regulation S-K and General Instruction G(3) of Form 10-K, set forth in Part I, Item 1 of this Annual Report on Form 10-K under the caption “Item 1. Business—Executive Officers of the Registrant.”

ITEM 11. EXECUTIVE COMPENSATION

This information is incorporated by reference to our definitive proxy statement that will be filed with the SEC pursuant to Regulation 14A not later than 120 days after September 30, 2014, the end of our fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

This information is incorporated by reference to our definitive proxy statement that will be filed with the SEC pursuant to Regulation 14A not later than 120 days after September 30, 2014, the end of our fiscal year. In addition, information in tabular form relating to securities authorized for issuance under our equity compensation plans is set forth in Part II, Item 5 under the caption “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance under Equity Compensation Plan” in this Annual Report on Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This information is incorporated by reference to our definitive proxy statement that will be filed with the SEC pursuant to Regulation 14A not later than 120 days after September 30, 2014, the end of our fiscal year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

This information is incorporated by reference to our definitive proxy statement that will be filed with the SEC pursuant to Regulation 14A not later than 120 days after September 30, 2014, the end of our fiscal year.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

(1)    See “Item 8. Financial Statements and Supplementary Data.”

(2)    Financial statement schedules are omitted either because they are not required or are not applicable, or because the required information is shown in the financial statements or notes thereto.

(3)    The exhibits listed below under “Index to Exhibits” are filed with or incorporated by reference in this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Great Western Bancorp, Inc.
Date: December 12, 2014	By: ______/s/_Ken Karels_________________________Name: Ken Karels Title: President and Chief Executive Officer

The undersigned directors and officers do hereby constitute and appoint Ken Karels and Peter Chapman and either of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Registrant to comply with the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K for the fiscal year ended September 30, 2014, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below, any and all amendments hereto; and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 12th day of December, 2014.

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Signatures	Title
/s/ Ken Karels
Ken Karels	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Nathan Butler
Nathan Butler	Director
/s/ Swati Dave
Swati Dave	Director
/s/ Frances Grieb
Frances Grieb	Director
/s/ Andrew Hove
Andrew Hove	Director
/s/ Rolfe Lakin
Rolfe Lakin	Director
/s/ Richard Rauchenberger
Richard Rauchenberger	Director
/s/ Daniel Rykhus
Daniel Rykhus	Director
/s/ Richard Sawers
Richard Sawers	Director
/s/ Peter Chapman
Peter Chapman	Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer)

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INDEX TO EXHIBITS

Number	Description
2.1	Purchase and Assumption Agreement (Whole Bank, All Deposits), dated as of June 4, 2010, among Federal Deposit Insurance Corporation, Receiver of TierOne Bank, Lincoln, Nebraska, Federal Deposit Insurance Corporation and Great Western Bank (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
3.1	Amended and Restated Certificate of Incorporation
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.1	Indenture, dated as of December 17, 2003, between Great Western Bancorporation, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.2	First Supplemental Indenture dated October 17, 2014, between Great Western Bancorporation, Inc., Great Western Bancorp, Inc. and U.S. Bank National Association
4.3	Amended and Restated Declaration of Trust of Great Western Statutory Trust IV, dated December 17, 2003 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.4	Indenture, dated as of March 10, 2006, between Great Western Bancorporation, Inc. and LaSalle Bank National Association (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.5	Supplemental Indenture, dated October 17, 2014, between Great Western Bancorp, Inc. and LaSalle Bank National Association
4.6	Amended and Restated Declaration of Trust of GWB Capital Trust VI, dated as of March 10, 2006 (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.7	Indenture, dated as of June 1, 2005, between Sunstate Bancshares, Inc. and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.8	First Supplemental Indenture, dated as of May 10, 2007, between Great Western Bancorporation, Inc. and The Bank of New York Trust Company (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.9	Second Supplemental Indenture, dated October 17, 2014, between Great Western Bancorporation, Inc., Great Western Bancorp, Inc. and The Bank of New York Trust Company, National Association
4.10	Amended and Restated Declaration of Trust of Sunstate Bancshares Trust II, dated as of June 1, 2005 (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.11	Amended and Restated Credit Agreement, dated October 17, 2014, between Great Western Bancorporation, Inc. and National Australia Bank Limited
4.12	Subordinated Note of Great Western Bancorporation, Inc., dated as of June 3, 2008 (incorporated by reference to Exhibit 4.13 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
4.13	Assumption of Subordinated Note Due June 3, 2018, dated October 17, 2014, between Great Western Bancorp, Inc. and Great Western Bancorporation, Inc.

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4.14	Guarantee Agreement, dated as of December 17, 2003, between Great Western Bancorporation, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.15 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
4.15	Guarantee Agreement, dated as of March 10, 2006, between Great Western Bancorporation, Inc. and LaSalle Bank National Association (incorporated by reference to Exhibit 4.16 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
4.16	Guarantee Agreement, dated as of June 1, 2005, between Great Western Bancorporation, Inc. and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 4.17 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
10.1	Stockholder Agreement, dated October 20, 2014, between National Australia Bank Limited and Great Western Bancorp, Inc.
10.2	Transitional Services Agreement, dated October 20, 2014, between National Australia Bank Limited and Great Western Bancorp, Inc.
10.3	First Amendment to the Transitional Services Agreement, dated November [•], 2014, between National Australia Bank Limited and Great Western Bancorp, Inc.
10.4	Registration Rights Agreement, dated October 20, 2014, between National Australia Bank Limited, National Americas Holdings LLC and Great Western Bancorp, Inc.
10.5	Employment Agreement, dated January 16, 2014, between Great Western Bank and Kenneth Karels (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
10.6	Secondment Letter, dated November 8, 2012, between National Australia Bank Limited and Peter Chapman (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
10.7	Secondment Letter, dated August 5, 2010, between National Australia Bank Limited and Stephen Ulenberg, as amended by the letter dated December 23, 2013 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
10.8	Employment Agreement, dated September 15, 2014, between Great Western Bancorp, Inc. and Kenneth Karels (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Artisan Partners Asset Management Inc. on September 25, 2014 (File No. 333-198458))
10.9	Employment Agreement, dated September 12, 2014, between Great Western Bancorp, Inc. and Peter Chapman (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Artisan Partners Asset Management Inc. on September 25, 2014 (File No. 333-198458))
10.10	Employment Agreement, dated September 12, 2014, between Great Western Bancorp, Inc. and Stephen Ulenberg (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Artisan Partners Asset Management Inc. on September 25, 2014 (File No. 333-198458))
10.11	Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by Great Western Bancorp, Inc. on October 16, 2014 (File No. 333-199426))
10.12	Great Western Bancorp, Inc. 2014 Non-Employee Director Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed by Great Western Bancorp, Inc. on October 16, 2014 (File No. 333-199426))

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10.13	Great Western Bancorp, Inc. Executive Incentive Compensation Plan
10.14	Form of Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 3, 2014 (File No. 333-198458))
5
10.15	Form of Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 3, 2014 (File No. 333-198458))
10.16	Form of Great Western Bancorp, Inc. 2014 Non-Employee Director Plan Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 9, 2014 (File No. 333-198458))
10.17	Form of Great Western Bancorp, Inc. 2014 Non-Employee Director Plan Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 3, 2014 (File No. 333-198458))
21.1	Subsidiaries of Great Western Bancorp, Inc.
23.1	Consent of Ernst & Young LLP
24.1	Powers of Attorney (including with signature page hereto)
31.1	Rule 13a-14(a) Certification of Chief Executive Officer of Great Western Bancorp, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Rule 13a-14(a) Certification of Chief Financial Officer of Great Western Bancorp, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Section 1350 Certification of Chief Executive Officer of Great Western Bancorp, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Section 1350 Certification of Chief Financial Officer of Great Western Bancorp, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GREAT WESTERN BANCORP, INC.

Great Western Bancorp, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), hereby certifies as follows:

1.The name of the Corporation is Great Western Bancorp, Inc.

2.The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 2, 2014 (the “Original Certificate of Incorporation”).

3.This Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate of Incorporation”) amends and restates the provisions of the Original Certificate of Incorporation of the Corporation and has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL and by written consent of the holder of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the DGCL.

4.The text of the Original Certificate of Incorporation is hereby amended and restated to read herein as set forth in full:

ARTICLE I

The name of the Corporation is Great Western Bancorp, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is The Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

Section 4.1    Capitalization. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 565,000,000, consisting of 500,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), 50,000,000 shares of Non-Voting Common Stock, par value $0.01 per share (“Non-Voting Common Stock”), and 15,000,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”).

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Section 4.2    Stock Split. Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Amended and Restated Certificate of Incorporation, each share of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be split and converted into 578,861.14 shares of Common Stock. The foregoing shall have no effect on the par value per share of the Common Stock, and each share of Common Stock will continue to have a par value of $0.01 per share. Each certificate that immediately before the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which shares of the Common Stock represented by the Old Certificate shall have been split.

Section 4.3    Common Stock and Non-Voting Common Stock.

(a) Voting Rights.

(i)    Common Stock. Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. In addition to any other vote required by law, the affirmative vote of a majority of the outstanding shares of Common Stock, voting separately as a class, shall be required to amend, alter or repeal (including by merger, consolidation or otherwise) any provision of this Amended and Restated Certificate of Incorporation that adversely affects the privileges, preferences or rights of the Common Stock contained in this Amended and Restated Certificate of Incorporation in a manner that is materially adverse from the effect of such amendment, alteration or repeal on the Non-Voting Common Stock.

(ii)    Non-Voting Common Stock. Holders of Non-Voting Common Stock, as such, shall have no voting power and shall not be entitled to vote on any matter except (1) as otherwise required by law and (2) the affirmative vote of a majority of the outstanding shares of Non-Voting Common Stock, voting separately as a class, shall be required to amend, alter or repeal (including by merger, consolidation or otherwise) any provision of this Amended and Restated Certificate of Incorporation that adversely affects the privileges, preferences or rights of the Non-Voting Common Stock contained in this Amended and Restated Certificate of Incorporation in a manner that is materially adverse from the effect of such amendment, alteration or repeal on the Common Stock. Each holder of Non-Voting Common Stock, as such, shall be entitled to one vote for each share of Non-Voting Common Stock held of record by such holder on all matters on which holders of Non-Voting Common Stock are entitled to vote pursuant to this Amended and Restated Certificate of Incorporation.

(b)    Dividends, OtherDistributions and Liquidation. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, Non-Voting Common Stock shall in all other respects carry the same rights and privileges as Common Stock (including in respect of dividends or other distributions declared on the Common Stock and in respect of distributions to the Common Stock upon any dissolution,

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liquidation or winding up of the Corporation) and shall be treated the same as Common Stock (including in any merger, consolidation, share exchange or other similar transaction); provided that, if the Corporation shall in any manner split, subdivide or combine (including by way of a dividend payable in shares of Common Stock or Non-Voting Common Stock) the outstanding shares of Common Stock or Non-Voting Common Stock, the outstanding shares of such other class of stock shall likewise be split, subdivided or combined in the same manner proportionately and on the same basis per share; provided, further, that no dividend payable in Common Stock shall be declared on the Non-Voting Common Stock and no dividend payable in Non-Voting Common Stock shall be declared on the Common Stock, but instead, in the case of a stock dividend, each class of stock shall receive such stock dividend in shares of like stock. Subject to the rights of the holders of any series of Preferred Stock and as otherwise provided this Section 4.3(b), holders of shares of Common Stock and Non-Voting shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the board of directors of the Corporation (the “Board”) from time to time out of assets or funds of the Corporation legally available therefor.

(c)    Conversion of Non-Voting Common Stock.

(i)    Each holder of shares of Non-Voting Common Stock shall have the right, at such holder’s option, to convert any and all of such holder’s shares of Non-Voting Common Stock into an equal number of fully paid and non-assessable shares of Common Stock in accordance with the procedures set forth in this Section 4.3(c) in connection with a transfer (1) that is part of a widely distributed public offering of Common Stock, (2) to an underwriter for the purpose of conducting a widely distributed public offering of Common Stock, (3) not requiring registration under the Securities Act of 1933, as amended, in which no one transferee (or group of associated transferees) acquires in excess of 2% of the Common Stock then outstanding (including pursuant to a related series of transfers), or (4) that is part of a transaction approved by the Board of Governors of the Federal Reserve System.

(ii)    Each conversion of shares of Non-Voting Common Stock pursuant to this Section 4.3(c) shall be effected by the delivery by the holder during ordinary business hours of a written notice to the Corporation stating the name of such holder and the number of shares of Non-Voting Common Stock that such holder desires to convert. Subject to the limitations in Section 4.3(c)(i), such conversion shall be deemed to have been effected as of the close of business on the date such notice is delivered to the Corporation, or on such later date specified in such notice. Until presented and surrendered for cancellation following such conversion, each certificate representing shares of Non-Voting Common Stock in respect of which a conversion election has been made in accordance with this Section 4.3 shall be deemed to represent the number of shares of Common Stock into which such shares of Non-Voting Common Stock have been converted, and upon presentation and surrender of such certificate the holder thereof shall be entitled to receive a certificate for the appropriate number

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of shares of Common Stock. Upon a conversion pursuant to this Section 4.3(c), each converted share of Non-Voting Common Stock shall be retired and shall again represent an authorized by unissued share of Non-Voting Common Stock under this Amended and Restated Certificate of Incorporation. All shares of Common Stock issued upon conversion of shares of Non-Voting Common Stock shall, upon issuance, be fully paid and non-assessable.

(iii)    The conversion of shares of Non-Voting Common Stock pursuant to this Section 4.3(c) shall be made without charge to the holder or holders of such shares for any issuance tax (except stock transfer tax) in respect thereof or other costs incurred by the Corporation in connection with such conversion.

(iv)    The Corporation shall from time to time reserve for issuance out of its authorized but unissued shares of Common Stock, or shall keep available (solely for the purposes of issuance upon conversion of shares of Non-Voting Common Stock) shares of Common Stock held by the Corporation as treasury stock, the number of shares of Common Stock into which all outstanding shares of Non-Voting Common Stock may be converted.

Section 4.4    Preferred Stock.

(a)    Shares of Preferred Stock may be issued in one or more series from time to time by the Board, and the Board is expressly authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred Stock, including without limitation the following:

(i)    the distinctive serial designation of such series which shall distinguish it from other series;

(ii)    the number of shares included in such series;

(iii)    the dividend rate (or method of determining such rate) payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable;

(iv)    whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;

(v)    the amount or amounts which shall be payable out of the assets of the Corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the Corporation, and the relative rights of priority, if any, of payment of the shares of such series;

(vi)    the price or prices at which, the period or periods within which, and the terms and conditions upon which the shares of such series may be

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redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;

(vii)    the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(viii)    whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the holder or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto;

(ix)    whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so the terms of such voting rights; and

(x)    any other powers, preferences and rights and qualifications, limitations and restrictions not inconsistent with the DGCL.

(b)    Unless otherwise provided in the resolution or resolutions of the Board or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of any share of Preferred Stock shall be entitled to vote on any amendment or alteration of this Amended and Restated Certificate of Incorporation to authorize or create, or increase the authorized amount of, any other class or series of Preferred Stock or any alteration, amendment or repeal of any provision of any other series of Preferred Stock.

(c)    Except as otherwise required by the DGCL or provided in the resolution or resolutions of the Board or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of Common Stock or Non-Voting Common Stock, as such, shall be entitled to vote on any amendment or alteration of this Amended and Restated Certificate of Incorporation that alters, amends or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation or the DGCL.

(d)    Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any class or series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of such class or series, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereafter enacted.

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(e)    Unless otherwise provided in the resolution or resolutions of the Board or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of any share of Preferred Stock shall, in such capacity, be entitled to bring a derivative action, suit or proceeding on behalf of the Corporation.

ARTICLE V

No holder of any capital stock of the Corporation shall have any preemptive rights nor be entitled, as of right, to purchase or subscribe for any part of the unissued capital stock of the Corporation or of any additional capital stock issued by reason of any increase of authorized capital stock of the Corporation or other securities whether or not convertible into capital stock of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by the DGCL, the Board is expressly authorized to adopt, amend or repeal bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaws whether adopted by them or otherwise; provided that the affirmative vote of holders of not less than seventy-five percent (75%) of the votes of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for purposes hereof as a single class, shall be required for the stockholders to adopt new bylaws or to alter, amend, or repeal bylaws.

ARTICLE VII

Elections of directors need not be by written ballot except and to the extent provided in the Corporation’s bylaws.

ARTICLE VIII

The number of directors of the Corporation shall be fixed from time to time pursuant to the Corporation’s bylaws. Commencing as of the date of this Amended and Restated Certificate of Incorporation, the directors of the Corporation shall be divided into three classes, as nearly equal in number as reasonably possible, as determined by the Board, with the initial term of office of the first class of such directors to expire at the 2015 annual meeting of stockholders of the Corporation, the initial term of office of the second class of such directors to expire at the 2016 annual meeting of stockholders of the Corporation and the initial term of office of the third class of such directors to expire at the 2017 annual meeting of stockholders of the Corporation, with each class of directors to hold office until their successors have been duly elected and qualified. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed the directors whose terms expire at such annual meeting shall be elected to hold office for a term of three years following their election and until their successors have been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain or attain a number of directors in each class as nearly equal as reasonably possible, but no decrease in the number of directors may shorten the term of any incumbent director.

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ARTICLE IX

No action required or permitted to be taken by the holders of any class or series of stock of the Corporation, including but not limited to the election of directors, may be taken by one or more written consents.

ARTICLE X

Notwithstanding anything else in this Amended and Restated Certificate of Incorporation to the contrary, an affirmative vote of the holders of not less than seventy-five percent (75%) of the votes of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to amend, alter, repeal or adopt any provision of this Amended and Restated Certificate of Incorporation (whether by merger, consolidation or otherwise) contained in Article VI, Article VIII, Article IX or Article XII.

ARTICLE XI

Section 11.1    To the fullest extent authorized by the DGCL, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Section 11.1 shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

Section 11.2    To the fullest extent permitted by the DGCL, the Corporation is authorized to provide indemnification of (and advancement of expenses to) the Corporation’s directors, officers and agents (and any other persons to which the DGCL permits the Corporation to provide indemnification) through the Corporation’s bylaws, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders and others, and by any applicable federal or state bank regulatory laws or regulations. The rights to indemnification and to the advancement of expenses conferred in this Section 11.2 shall not be exclusive of any other right which any such person may have or may hereafter acquire under this Amended and Restated Certificate of Incorporation, the Corporation’s bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise. No amendment, modification or repeal of this Section 11.2 shall adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification.

ARTICLE XII

Section 12.1    Interested Stockholders. The Corporation expressly elects to be governed by Section 203 of the DGCL. Notwithstanding the terms of Section 203 of the DGCL, neither NAB nor any of its affiliates, nor any transferee receiving shares of Common Stock, Non-Voting Common Stock or Preferred Stock from NAB or its affiliates, or any affiliate of any such transferee, shall be deemed at any time, and without regard to the percentage of voting

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stock of the Corporation owned by NAB or any of its affiliates, to be an “interested stockholder” as such term is defined in Section 203(c)(5) of the DGCL.

Section 12.2    Business Opportunities. NAB may (either directly or through its affiliates) engage in or possess interests in other business ventures of every kind and description for its own account, including, without limitation, directly engaging in or investing in other entities that engage in retail, commercial, industrial, and agribusiness lending and wealth management in the United States or elsewhere (provided that nothing in this Section 12.2 shall be interpreted to prevent NAB from contractually limiting its right to engage in any of the foregoing activities, either directly or through its affiliates). To the fullest extent permitted by law, the Corporation, on behalf of itself and its subsidiaries, hereby renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to NAB or any of its (or its affiliates’) officers, directors, agents, members, affiliates, partners or subsidiaries (other than the Corporation or its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. The Corporation renounces and waives and agrees not to assert any claim for breach of any fiduciary or other duty relating to such opportunity, against NAB or any of its (or its affiliates’) officers, directors, agents, members, affiliates, partners or subsidiaries (other than the Corporation or its subsidiaries), by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person, or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person or entity purchasing or otherwise acquiring any interest in shares of the Corporation’s capital stock shall be deemed to have notice of, and to have consented to, the provisions of this Section 12.2.

Section 12.3    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL this Amended and Restated Certificate of Incorporation or the Corporation’s bylaws, or (d) any action asserting a claim that is governed by the internal affairs doctrine, in each such case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of the Corporation’s capital stock shall be deemed to have notice of, and to have consented to the provisions of this Section 12.3.

Section 12.4    Severability. If any provision of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such

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provision in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

[Signature Page Follows]

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IN WITNESS WHEREOF, Great Western Bancorp, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by Ken Karels, its President & CEO, on the 17^th day of October, 2014.

Great Western Bancorp, Inc.
By:	/s/ Ken Karels
	Name:	Ken Karels
	Title:	President & CEO

[Amended and Restated Certificate of Incorporation]

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 17, 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and U.S. Bank National Association, a national bank organized under the laws of the United States of America (herein, together with its successors in interest, the “Trustee”), as trustee.

RECITALS

A.    The Company and the Trustee are parties to that certain Indenture, dated as of December 17, 2003 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”).

B.    The Company and the Successor Company have entered into an Agreement and Plan of Merger, dated October 8, 2014, pursuant to which the Company will merge with and into the Successor Company (the “Merger”), whereupon the separate corporate existence of the Company will cease and the Successor Company will continue its corporate existence under the laws of the State of Delaware as the surviving corporation.

C.    Articles IX and XI of the Indenture authorize the Company and the Trustee, without the consent of any Securityholder, to enter into a supplemental indenture to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and the Debentures.

D.     The Company and the Successor Company desire to supplement the Indenture so that the Successor Company expressly assumes all the obligations of the Company under the Indenture and the Debentures upon the Merger.

E.    The Board of Directors of the Company has authorized the Company to enter into this Supplemental Indenture with the Trustee, as evidenced by the Board Resolutions delivered to the Trustee on or prior to the date hereof.

F.    The Board of Directors of the Successor Company has authorized the Successor Company to enter into this Supplemental Indenture with the Trustee.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company, the Successor Company and the Trustee hereby agree as follows:

Article I
DEFINITIONS

Section 1.1Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Article II
ASSUMPTION OF OBLIGATIONS; SUBSTITUTION

Section 2.1Successor under the Indenture.

(a)Pursuant to, and in compliance and accordance with, Articles IX and XI of the Indenture, the Successor Company hereby expressly and unconditionally assumes, concurrent with the Merger, the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company, including all of the obligations of the Company under the Capital Securities Guarantee and the Declaration.

(b)Pursuant to Section 11.2 of the Indenture, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor Company had been named as the Company in the Indenture.

Section 2.2Amendment to the Indenture and the Debentures. Upon the effectiveness of this Supplemental Indenture:

(a)References in the Indenture and in the Debentures to the “Company” shall be deemed to be references to Great Western Bancorp, Inc. and its successors and permitted assigns;

(b)References in the Indenture to “this Indenture,” “hereunder,” “herein,” “hereof” or other words of similar import will be deemed to reference the Indenture, as affected, amended and supplemented hereby;

(c)References in the Debentures to the “Indenture,” including (without limitation) each term defined by reference to the Indenture, shall be deemed to reference the Indenture or such term, as the case may be, as affected, amended and supplemented hereby; and

(d)The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Article III
MISCELLANEOUS

Section 3.1Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) it is the successor of the Existing Issuer pursuant to a valid merger effected in accordance with applicable law, (c) it is

a corporation organized and existing under the laws of the State of Delaware, (d) both immediately before and after giving effect to this Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this Supplemental Indenture is executed and delivered pursuant to Section 9.01 of the Indenture and does not require the consent of the Securityholders.

Section 3.2Notice. Section 14.4 of the Indenture is amended and restated in its entirety as set forth below:

“Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders on or to the Company may be given or served in writing, duly signed by the party giving such notice, and shall be delivered by facsimile (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail to the Company at:

Great Western Bancorp, Inc.
100 North Phillips Avenue
Sioux Falls, South Dakota 57104
Attention: Corporate Secretary.

Any notice, direction, request or demand by any Securityholder or the Company to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of U.S. Bank National Association at:

U.S. Bank National Association
Global Corporate Trust Services
190 S. LaSalle Street, 8^th Floor
Chicago, Illinois 60603
MK-IL-SL-10
Attention: Taylor Potts, Vice President”

Section 3.3Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery hereof and shall be binding upon the parties hereto and their respective successors and assigns. This Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Debentures issued thereunder shall continue in full force and effect.

Section 3.4Concerning the Trustee. The Trustee shall not be responsible either for any recital herein (other than as they appear and as they apply to the Trustee), as such recitals shall be taken as statements of the Successor Company or the Company, or for the validity of the execution by the Successor Company or the Company of this Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 3.5Interpretation.

(a)In this Supplemental Indenture, unless a clear contrary intention appears, (i) the words “herein,” “hereof” or other words of similar import will be deemed to reference this Supplemental Indenture as a whole and not any particular section or subdivision of this Supplemental Indenture, and (ii) references to any Person include such Person’s successors and assigns, but only to the extent such successors and assigns are permitted by this Supplemental Indenture and the Indenture.

(b)In the event of an ambiguity or a question of intent or interpretation, this Supplemental Indenture shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any such party by virtue of the authorship of any provision of this Supplemental Indenture.

(c)The headings contained in this Supplemental Indenture are for reference purposes only and do not limit or otherwise affect any of the provisions of this Supplemental Indenture.

Section 3.6Counterparts. This Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Section 3.7Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles of said State other than Section 5.1401 of the New York General Obligations Law, and shall be binding upon the parties hereto and their respective successors and assigns.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture on the day and year first above written.

GREAT WESTERN BANCORPORATION, INC.

By:	/s/ Peter Chapman
	Name:	Peter Chapman
	Title:	VP & Chief Financial Officer

GREAT WESTERN BANCORP, INC.

By:	/s/ Ken Karels
	Name:	Ken Karels
	Title:	President & Chief Executive Officer

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

By:	/s/ Steven J. Gomes
	Name:	Steven J. Gomes
	Title:	Vice President

[Signature Page – First Supplemental Indenture]

EX-4.5

Exhibit 4.5

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (the “Supplemental Indenture”), dated as of October 17, 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and U.S. Bank National Association, a national bank organized under the laws of the United States of America and successor to LaSalle Bank National Association (herein, together with its successors in interest, the “Trustee”), as trustee.

RECITALS

A.    The Company and the Trustee are parties to that certain Indenture, dated as of dated as of March 10, 2006 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of Junior Subordinated Debt Securities due March 15, 2036 (the “Debt Securities”).

B.    The Company and the Successor Company have entered into an Agreement and Plan of Merger, dated October 8, 2014, pursuant to which the Company will merge with and into the Successor Company (the “Merger”), whereupon the separate corporate existence of the Company will cease and the Successor Company will continue its corporate existence under the laws of the State of Delaware as the surviving corporation.

C.    Articles IX and XI of the Indenture authorize the Company and the Trustee, without the consent of any Securityholder, to enter into a supplemental indenture to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and the Debt Securities.

D.     The Company and the Successor Company desire to supplement the Indenture so that the Successor Company expressly assumes all the obligations of the Company under the Indenture and the Debt Securities upon the Merger.

E.    The Board of Directors of the Company has authorized the Company to enter into this Supplemental Indenture with the Trustee, as evidenced by the Board Resolutions delivered to the Trustee on or prior to the date hereof.

F.    The Board of Directors of the Successor Company has authorized the Successor Company to enter into this Supplemental Indenture with the Trustee.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company, the Successor Company and the Trustee hereby agree as follows:

Article I
DEFINITIONS

Section 1.1Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Article II
ASSUMPTION OF OBLIGATIONS; SUBSTITUTION

Section 2.1Successor under the Indenture.

(a)Pursuant to, and in compliance and accordance with, Articles IX and XI of the Indenture, the Successor Company hereby expressly and unconditionally assumes, concurrent with the Merger, the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company, including all of the obligations of the Company under the Capital Securities Guarantee and the Declaration.

(b)Pursuant to Section 11.02 of the Indenture, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor Company had been named as the Company in the Indenture.

Section 2.2Amendment to the Indenture and the Debt Securities. Upon the effectiveness of this Supplemental Indenture:

(a)References in the Indenture and in the Debt Securities to the “Company” shall be deemed to be references to Great Western Bancorp, Inc. and its successors and permitted assigns;

(b)References in the Indenture to “this Indenture,” “hereunder,” “herein,” “hereof” or other words of similar import will be deemed to reference the Indenture, as affected, amended and supplemented hereby;

(c)References in the Debt Securities to the “Indenture,” including (without limitation) each term defined by reference to the Indenture, shall be deemed to reference the Indenture or such term, as the case may be, as affected, amended and supplemented hereby; and

(d)The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Article III
MISCELLANEOUS

Section 3.1Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) it is the successor of the Existing Issuer pursuant to a valid merger effected in accordance with applicable law, (c) it is

a corporation organized and existing under the laws of the State of Delaware, (d) both immediately before and after giving effect to this Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this Supplemental Indenture is executed and delivered pursuant to Section 9.01 of the Indenture and does not require the consent of the Securityholders.

Section 3.2Notice. Section 14.04 of the Indenture is amended and restated in its entirety as set forth below:

“Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders on or to the Company may be given or served in writing, duly signed by the party giving such notice, and shall be delivered by facsimile (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail to the Company at:

Great Western Bancorp, Inc.100 North Phillips AvenueSioux Falls, South Dakota 57104
Attention: Corporate Secretary.

Any notice, direction, request or demand by any Securityholder or the Company to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of U.S. Bank National Association at:

U.S. Bank National AssociationGlobal Corporate Trust Services190 S. LaSalle Street, 8^th FloorChicago, Illinois 60603MK-IL-SL-10Attention: Taylor Potts, Vice President”

Section 3.3Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery hereof and shall be binding upon the parties hereto and their respective successors and assigns. This Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Debt Securities issued thereunder shall continue in full force and effect.

Section 3.4Concerning the Trustee. The Trustee shall not be responsible either for any recital herein (other than as they appear and as they apply to the Trustee), as such recitals shall be taken as statements of the Successor Company or the Company, or for the validity of the execution by the Successor Company or the Company of this Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 3.5Interpretation.

(a)In this Supplemental Indenture, unless a clear contrary intention appears, (i) the words “herein,” “hereof” or other words of similar import will be deemed to reference this Supplemental Indenture as a whole and not any particular section or subdivision of this Supplemental Indenture, and (ii) references to any Person include such Person’s successors and assigns, but only to the extent such successors and assigns are permitted by this Supplemental Indenture and the Indenture.

(b)In the event of an ambiguity or a question of intent or interpretation, this Supplemental Indenture shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any such party by virtue of the authorship of any provision of this Supplemental Indenture.

(c)The headings contained in this Supplemental Indenture are for reference purposes only and do not limit or otherwise affect any of the provisions of this Supplemental Indenture.

Section 3.6Counterparts. This Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Section 3.7Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles of said State other than Section 5.1401 of the New York General Obligations Law, and shall be binding upon the parties hereto and their respective successors and assigns.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written.

GREAT WESTERN BANCORPORATION, INC.

By:     /s/ Peter Chapman                    Name:    Peter Chapman    Title:    Vice President & Chief Financial Officer

GREAT WESTERN BANCORP, INC.

By: /s/ Ken Karels                Name:    Ken KarelsTitle:    President & CEO

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

By: /s/ Louis Marucheau                Name:    Louis Maurcheau
Title:    Vice President

[Signature Page – First Supplemental Indenture]

EX-4.9

Exhibit 4.9

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture (the “Supplemental Indenture”), dated as of October 17, 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (herein, together with its successors in interest, the “Trustee”).

RECITALS

A.    The Company (as successor to Sunstate Bancshares, Inc.) and the Trustee (as successor in interest to JPMorgan Chase Bank, National Association) are parties to that certain Indenture, dated as of June 1, 2005 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of Junior Subordinated Debt Securities due June 15, 2035 (the “Debt Securities”).

B.    The Company and the Successor Company have entered into an Agreement and Plan of Merger, dated October 8, 2014, pursuant to which the Company will merge with and into the Successor Company (the “Merger”), whereupon the separate corporate existence of the Company will cease and the Successor Company will continue its corporate existence under the laws of the State of Delaware as the surviving corporation.

C.    Articles IX and XI of the Indenture authorize the Company and the Trustee, without the consent of any Securityholder, to enter into a supplemental indenture to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and the Debt Securities.

D.     The Company and the Successor Company desire to supplement the Indenture so that the Successor Company expressly assumes all the obligations of the Company under the Indenture, the Debt Securities, the Capital Securities Guarantee and the Declaration upon the Merger.

E.    The Board of Directors of the Company has authorized the Company to enter into this Supplemental Indenture with the Trustee, as evidenced by the Board Resolutions delivered to the Trustee on or prior to the date hereof.

F.    The Board of Directors of the Successor Company has authorized the Successor Company to enter into this Supplemental Indenture with the Trustee.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company, the Successor Company and the Trustee hereby agree as follows:

Article I
DEFINITIONS

Section 1.1Definitions. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

Article II
ASSUMPTION OF OBLIGATIONS; SUBSTITUTION

Section 2.1Successor under the Indenture.

(a)Pursuant to, and in compliance and accordance with, Articles IX and XI of the Indenture, the Successor Company hereby expressly assumes, concurrent with the Merger, all of the obligations of the Company under the Debt Securities, the Indenture, the Capital Securities Guarantee and the Declaration.

(b)Pursuant to Section 11.02 of the Indenture, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor Company had been named as the Company in the Indenture and the Debt Securities.

Section 2.2Amendment to the Indenture and the Debt Securities. Upon the effectiveness of this Supplemental Indenture:

(a)References in the Indenture and in the Debt Securities to the “Company” shall be deemed to be references to Great Western Bancorp, Inc. and its successors and permitted assigns;

(b)References in the Indenture to “this Indenture,” “hereunder,” “herein,” “hereof” or other words of similar import will be deemed to reference the Indenture, as affected, amended and supplemented hereby; and

(c)References in the Debt Securities to the “Indenture,” including (without limitation) each term defined by reference to the Indenture, shall be deemed to reference the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

Article III
MISCELLANEOUS

Section 3.1Notice. The first sentence of Section 14.04 of the Indenture is amended and restated in its entirety as set forth below:

“Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders on or to the Company may be given or served in writing, duly signed by the party giving such notice, and shall be delivered, telecopied (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail to the Company at:

Great Western Bancorp, Inc.
100 North Phillips Avenue
Sioux Falls, South Dakota 57104
Attention: Corporate Secretary.”

Section 3.1Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery hereof and shall be binding upon the parties hereto and their respective successors and assigns. This Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Debt Securities issued thereunder shall continue in full force and effect.

Section 3.2Concerning the Trustee. The Trustee shall not be responsible either for any recital herein, as such recitals shall be taken as statements of the Successor Company or the Company, or for the validity of the execution by the Successor Company or the Company of this Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 3.3Interpretation.

(a)In this Supplemental Indenture, unless a clear contrary intention appears, (i) the words “herein,” “hereof” or other words of similar import will be deemed to reference this Supplemental Indenture as a whole and not any particular section or subdivision of this Supplemental Indenture, and (ii) references to any Person include such Person’s successors and assigns, but only to the extent such successors and assigns are permitted by this Supplemental Indenture and the Indenture.

(b)In the event of an ambiguity or a question of intent or interpretation, this Supplemental Indenture shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any such party by virtue of the authorship of any provision of this Supplemental Indenture.

(c)The headings contained in this Supplemental Indenture are for reference purposes only and do not limit or otherwise affect any of the provisions of this Supplemental Indenture.

Section 3.4Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.5Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.

Section 3.6FATCA. For purposes of determining whether withholding taxes imposed under Section 1471 of the Internal Revenue Code of 1986, as amended, apply to any

payment made by the Company under this Indenture from and after the effective date of this Supplemental Indenture, the Company hereby certifies to the Trustee that the Indenture, as modified by this Supplemental Indenture, continues to be treated as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) and Temporary Treasury Regulation Section 1.1471-2T(b)(2)(i).

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written.

GREAT WESTERN BANCORPORATION, INC.

By:	/s/ Peter Chapman
	Name:	Peter Chapman
	Title:	VP & Chief Financial Officer

GREAT WESTERN BANCORP, INC.

By:	/s/ Ken Karels
	Name:	Ken Karels
	Title:	President & CEO

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

By:	/s/ Linda Wirfel
	Name:	Linda Wirfel
	Title:	Vice President

[Signature Page – Second Supplemental Indenture]

EX-4.11

Exhibit 4.11

AMENDED AND RESTATED CREDIT AGREEMENT

October 17, 2014

National Australia Bank Limited

New York, New York

Ladies and Gentlemen:

The undersigned, Great Western Bancorp, Inc., a Delaware corporation (the “Borrower”), applies to you (the “Bank”) to (1) allow the Borrower to assume, in connection with the merger of Great Western Bancorporation, Inc. with and into the Borrower, with the Borrower to continue as the surviving corporation (the “Merger”), all outstanding indebtedness under the Credit Agreement, dated as of June 3, 2008, as amended and supplemented from time to time (the “Prior Credit Agreement”), between Great Western Bancorporation, Inc. and the Bank, (2) waive the restrictions contained in the Prior Credit Agreement, including without limitation Section 7.5 of the Prior Credit Agreement, applicable to the Merger and (3) amend and restate in its entirety in the form set forth herein your commitment to extent credit to Borrower contained in the Prior Credit Agreement effective as of the effectiveness of the Merger.

Section 1.THE CREDIT.

Section 1.1.Revolving Credit. Subject to the terms and conditions hereof, the Bank agrees to extend a revolving credit (the “Revolving Credit”) to the Borrower in the form of loans (the “Loans”) which may be availed of by the Borrower from time to time during the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the Revolving Credit shall expire, provided that the aggregate principal amount of Loans outstanding at any one time shall not exceed $10,000,000.00 (Ten Million U.S. Dollars) (the “Commitment”, as such amount may be reduced pursuant to Section 3.2 hereof). The Loans shall be made against and evidenced by and bear interest as set forth in a promissory note of the Borrower in the form (with appropriate insertions) attached hereto as Exhibit A (the “Note”). Without regard to the principal amount of the Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of the Note shall be the sum of all Loans made hereunder less all payments of principal actually received by the Bank. During the period from and including the date hereof to but not including the Termination Date, the Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement.

Section 1.2.Manner and Disbursement of Loans. The Borrower shall give written or telephonic notice to the Bank (which notice shall be irrevocable once given) by no later than Noon (New York City time) on the date the Borrower requests the Bank to make a Loan hereunder specifying the date of the Loan requested (which must be a Business Day) and the amount of such Loan. The Borrower agrees that the Bank may rely upon any written or telephonic notice given by any person the Bank in good faith believes is an Authorized Representative without the necessity of independent investigation. Subject to the provisions of Section 6 hereof, the proceeds of each Loan shall be made

available to the Borrower at the principal office of the Bank in New York City in immediately available funds.

SECTION 2.INTEREST AND CHANGE IN CIRCUMSTANCES.

Section 2.1.Commitment Fee. For the period from the date the condition precedent to effectiveness set forth in Section 6.1(d) is satisfied to and including the Termination Date the Borrower shall pay to the Bank a commitment fee at the rate of 1/4 of 1% per annum on an average daily unused amount of the Commitment, such fee to be paid quarterly in arrears on the last day of each calendar quarter and on the Termination Date and to be computed on the basis of a year of 360 days for the actual number of days elapsed.

Section 2.2.Change in Circumstances. In the event any new or changed applicable law, regulation or guideline or the interpretation thereof imposes, increases or deems applicable any reserve, capital adequacy or similar requirement with respect to the Loans or the funding thereof or imposes any withholding requirement which has the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder or increases the cost to the Bank of maintaining the Loans, the Borrower shall pay such additional amount or amounts as will compensate the Bank for such increase cost or reduced return. A certificate of the Bank setting forth the computational of any additional amount payable to it hereunder in reasonable detail shall be deemed prima facia correct.

Section 2.3.Lending Branch. The Bank may, at its option, elect to make, fund or maintain the Loans at such of its branches or offices as the Bank may from time to time elect.

SECTION 3.PREPAYMENTS, TERMINATIONS AND APPLICATIONS

Section 3.1.Voluntary Prepayments. The Borrower shall have the privilege of prepaying the Note in whole or in part at any time upon notice to the Bank (such notice if received subsequent to Noon (New York City time) on a given day to be treated as though received at the opening of business on the next Business Day), by paying to the Bank the principal amount to be prepaid and, if such a prepayment prepays the Note in full and is accompanied by the termination in whole of the Commitment, accrued interest thereon to the date of prepayment.

Section 3.2.Terminations. The Borrower shall have the right at any time and from time to time, upon one (1) Business Day prior notice to the Bank, to irrevocably terminate without premium or penalty and in whole or in part (but if in part, then in an amount not less than $1,000,000) the Commitment, provided that the Commitment may not be so reduced to an amount less than the aggregate principal amount of the Loans then outstanding.

Section 3.3.Place and Application of Payments. All payments of principal, interest, and all other Obligations payable under the Loan Documents shall be made to the Bank at its office at 245 Park Avenue, New York, New York (or at such other place as the Bank may specify) no later than 12:00 noon (New York time) on the date any such payment is due and payable. Payments received by the Bank after noon shall be deemed received as of the opening of business on the next Business Day.

All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim.

Section 3.4.Notations. All Loans made against the Note and the rates of interest applicable thereto shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and rates so recorded or endorsed shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon and the interest rates applicable thereto; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Borrower to repay the principal amount of the Note together with accrued interest thereon.

SECTION 4.DEFINITIONS.

The following terms when used herein shall have the following meanings (capitalized terms defined elsewhere in this Agreement shall, unless otherwise specified, have the meanings so ascribed to them in all other provisions of this Agreement):

“Authorized Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 6.1 hereof or on any update of any such list provided by the Borrower to the Bank, or any further or different officer of the Borrower so named by any Authorized Representative of such Borrower in a written notice to the Bank.

“Banking Subsidiary” means any Subsidiary of the Borrower which is a bank or thrift organized under the laws of the United States of America or any state thereof.

“Business Day” means any day other than a Saturday or Sunday on which the Bank is not authorized or required to close in New York, New York.

“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.

“Event of Default” means any event or condition identified as such in Section 8.1 hereof.

“Loan Documents” means this Agreement, the Note and all other instruments and documents delivered pursuant to the terms thereof or in connection therewith.

“Obligations” means all obligations of the Borrower to pay principal and interest on the Loans, all fees and charges payable hereunder, and all other payment obligations of the Borrower arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof.

“Portion” is defined in Section 2.1(a) hereof.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Subsidiary” means any corporation or other Person more than 50% of the outstanding ordinary voting shares or other equity interests of which is at the time directly or indirectly owned by the Borrower, by one or more subsidiaries of the Borrower, or by the Borrower and one or more of its subsidiaries.

“Termination Date” means June 30, 2015, or such earlier date on which the Commitment is terminated in whole pursuant to Section 3.2, 8.2, or 8.3 hereof.

SECTION 5.REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Bank as follows:

Section 5.1.Organization and Qualification. The Borrower and each Subsidiary is duly organized, validly existing, and in good standing as a corporation under the laws of the state of its incorporation, has full and adequate corporate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying. Without limiting the generality of the foregoing, the Borrower is a bank holding company and, as such, the Borrower has received all necessary approvals from, and has filed all necessary reports with, all applicable federal and state regulatory authorities.

Section 5.2.Authority and Validity of Obligations. The Borrower has full tight and authority to enter into the Loan Documents and to perform all of its obligations thereunder; and the Loan Documents do not, nor does the performance or observance by the Borrower of any of the matters and things therein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any provision of its articles of incorporation or by-laws or any covenant, indenture or agreement of or affecting the Borrower or any of its Properties, or result in the creation or imposition of any lien on any Property of the Borrower.

Section 5.3.Purpose; Margin Stock. The Borrower shall use the proceeds of the Loans to retire existing indebtedness, including but not limited to the Borrower’s credit facility with LaSalle National Bank or Bank of America as its successor (and such facility shall have been cancelled), for general working capital purposes and such other legal and proper purposes as are consistent with all applicable laws. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan made hereunder will be used to purchase or carry any margin stock, or to extend credit to others for the purpose of purchasing or carrying any such margin stock.

Section 5.4.Financial Reports. All financial statements of the Borrower and its Subsidiaries heretofore submitted to the Bank are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles or regulatory accounting principles, as the case may be, consistently applied, and fairly present the financial condition of the Borrower and its Subsidiaries and the results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. Neither the Borrower nor any Subsidiary has contingent liabilities which are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 7.5 hereof. Since the date of the latest of such financial statements, there has been no change in the condition (financial or otherwise) or business prospects of the Borrower or any Subsidiary except those occurring in the ordinary course of business, none of which individually or in the aggregate have been materially adverse.

Section 5.5.Litigation and Taxes. There is no litigation or governmental proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary which if adversely determined would (a) impair the validity or enforceability of, or impair the ability of the Borrower to perform its obligations under, any Loan Document or (b) result in any material adverse change in the financial condition, Properties, business or operations of the Borrower or any Subsidiary. All tax returns required to be filed by the Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon the Borrower or any Subsidiary or upon any of their respective Properties, income or franchises, which are shown to be due and payable in such returns, have been paid. The Borrower has no knowledge of any proposed additional tax assessment against it or any Subsidiary for which adequate provisions in accordance with generally accepted accounting principles have not been made on its accounts.

Section 5.6.Approvals. No authorization, consent, license, or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality, nor any approval or consent of the stockholders of the Borrower or any other Person, is or will be necessary to the valid execution, delivery or performance by the Borrower of the Loan Documents.

Section 5.7.Compliance with Laws. The Borrower and each Subsidiary are in compliance with the requirements of all federal, state and local laws, rules, and regulations applicable to or pertaining to their Properties or business operations, non-compliance with which could have a material adverse effect on the financial condition, Properties, business or operations of the Borrower or any Subsidiary. Neither the Borrower (or any of its directors or officers) nor any Banking Subsidiary (or any of its directors or officers) is a party to, or subject to, any agreement with, or directive or order issued by, any federal or state bank or thrift regulatory authority which imposes restrictions or requirements on it which are not generally applicable to banks or thrifts, or their holding companies; and no action or administrative proceeding is pending or, to the Borrower’s knowledge, threatened against the Borrower or any Banking Subsidiary or any of their directors or officers which seeks to impose any such restriction or requirement.

SECTION 6.CONDITIONS PRECEDENT.

The obligation of the Bank to make any Loan under this Agreement is subject to the following conditions precedent:

Section 6.1.Initial Loan. Concurrently with or prior to the making of the initial Loan hereunder, the following conditions precedent shall also have been satisfied:

(a)the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank:

(i)the Note;

(ii)copies of resolutions of the Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery, and performance of the Loan Documents by the Borrower and the consummation of the transactions contemplated hereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified to by the Borrower’s Secretary or Assistant Secretary; and

(iii)an incumbency certificate containing the name, title, and genuine signatures of each of the Borrower’s Authorized Representatives;

(b)the Bank shall have received such other agreements, instruments, documents, certificates, and opinions as the Bank may reasonably request;

(c)The Bank shall have acquired (either directly or indirectly through one or more wholly owned subsidiaries) all issued and outstanding capital stock of the Borrower; and

(d)The Borrower shall have paid to the Bank an amount equal to ¼ of 1% of the amount of Commitment as and for a non refundable closing fee.

Section 6.2.All Loans. As of the time of the making of each Loan hereunder: (a) each of the representations and warranties set forth in Section 5 hereof and in the other Loan Documents shall be true and correct as of such time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such extension of credit; and (c) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Bank (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. The Borrower’s request for any Loan shall constitute its warranty as to the facts specified in subsections (a) and (b) above.

SECTION 7.COVENANTS.

The Borrower agrees that, so long as any credit is available to or in use by the Borrower hereunder, except to the extent compliance in any case or cases is waived in writing by the Bank:

Section 7.1.Maintenance of Business. The Borrower shall, and shall cause each Subsidiary to, preserve and keep in full force and effect its existence, rights (charter or statutory), franchises, and licenses necessary for the proper conduct of its business.

Section 7.2.Taxes and Assessments. The Borrower shall duly pay and discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes, rates, assessments, fees, and governmental charges upon or against it or its Properties, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor.

Section 7.3.Insurance. The Borrower shall insure and keep insured, and shall cause each Subsidiary to insure and keep insured, with good and responsible insurance companies, all insurable Property owned by it which is of a character usually insured by Persons similarly situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts, as are insured by Persons similarly situated and operating like Properties; and the Borrower shall insure, and shall cause each Subsidiary to insure, against such other hazards and risks with good and responsible insurance companies as and to the extent usually insured by Persons similarly situated and conducting similar businesses.

Section 7.4.Financial Reports. The Borrower shall, and shall cause each Subsidiary to, maintain a system of accounting in accordance with generally accepted accounting principles and, where applicable, regulatory accounting principles, and shall furnish to the Bank and its duly authorized representatives such information respecting the business and financial condition of the Borrower and the Subsidiaries (including non-financial information and examination reports and supervisory letters to the extent permitted by applicable regulatory authorities) as the Bank may reasonably request; and without any request, the Borrower shall furnish to the Bank:

(a)within 30 days after the close of each fiscal quarter, all call reports and other financial statements required to be delivered by the Borrower and by each Banking Subsidiary to any governmental authority or authorities having jurisdiction over the Borrower or such Banking Subsidiary and all schedules thereto;

(b)within 120 days after the close of each fiscal year, a copy of the consolidated and consolidating balance sheet of the Borrower and the Subsidiaries as of the close of such period and the consolidated and consolidating statements of income, retained earnings and cash flows of the Borrower and the Subsidiaries for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion thereon

of a firm of independent public accountants of recognized standing, selected by the Borrower and satisfactory to the Bank;

(c)promptly upon the receipt or execution thereof, (i) notice by the Borrower or any Banking Subsidiary that (1) it has received a request or directive from any federal or state regulatory agency which requires it to submit a capital maintenance or restoration plan or restricts the payment of dividends by any Banking Subsidiary to the Borrower or (2) it has submitted a capital maintenance or restoration plan to any federal or state regulatory agency or has entered into a memorandum of agreement with any such agency, including, without limitation. any agreement which restricts the payment of dividends by any Banking Subsidiary to the Borrower or otherwise imposes restrictions or requirements on it which are not generally applicable to banks or thrifts or their holding companies, and (ii) copies of any such plan, memorandum, or agreement, unless disclosure is prohibited by the terms thereof and, after the Borrower or such Banking Subsidiary has in good faith attempted to obtain the consent of such regulatory agency, such agency will not consent to the disclosure of such plan, memorandum, or agreement to the Bank; and

(d)promptly after knowledge thereof shall have come to the attention of any responsible officer of the Borrower, written notice of any threatened or pending litigation or governmental proceeding or labor controversy against the Borrower or any Subsidiary which, if adversely determined, would materially and adversely affect the financial condition, Properties, business or operations of the Borrower or any Subsidiary or of the occurrence of any Default or Event of Default hereunder.

Section 7.5.Mergers, Consolidations and Sales. The Borrower will not, and will not permit any Subsidiary to, engage in any merger or consolidation or sell or otherwise dispose of any substantial part of its assets provided however that the forgoing shall not preclude or otherwise operate to prevent:

(a)sales by Banking Subsidiaries of financial assets for fair value and in the ordinary course of the banking business; and

(b)mergers of wholly owned Subsidiaries with and into the Borrower and mergers between wholly owned Subsidiaries.

Section 7.6.Maintenance of Subsidiaries. The Borrower shall not assign, sell, or transfer, or permit any Subsidiary to issue, assign, sell, or transfer, any shares of capital stock or other equity interest of a Subsidiary; provided that the foregoing shall not prevent the issuance, sale, or transfer to any person of any shares of capital stock or other equity interests of a Subsidiary solely for the purpose of qualifying, and only to the extent legally necessary to qualify, such person as a director of such Subsidiary.

Section 7.7.Compliance with Laws. The Borrower shall, and shall cause each Subsidiary to, comply in all respects with the requirements of all federal, state and local laws, rules, regulations, ordinances and orders applicable to or pertaining to their Properties or business operations, non-compliance with which could have a material adverse effect on the financial condition, Properties, business or operations of such Borrower or any Subsidiary or could result in a Lien upon any of their Property.

SECTION 8.EVENTS OF DEFAULT AND REMEDIES.

Section 8.1.Events of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:

(a)default in the payment when due of all or any part of the Obligations, or default in the payment when due of any other indebtedness or liability of the Borrower or any of its Subsidiaries owing to the Bank; or

(b)default in the observance or performance of any provision of any Loan Document which is not remedied within ten (10) days after written notice thereof is given to the Borrower by the Bank; or

(c)any representation or warranty made by the Borrower in any Loan Document, or in any statement or certificate furnished by it pursuant thereto, or in connection with any Loan made hereunder, proves untrue in any material respect as of the date of the issuance or making thereof; or

(d)the Borrower or any Subsidiary shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 8.1(d) hereof; or

(e)a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Subsidiary or any substantial part of its Property, or a proceeding described in Section 8.1(d)(v) shall be instituted against the Borrower or any Subsidiary, and such appointment

continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 days; or

(f)dissolution or termination of the existence of the Borrower or any Banking Subsidiary; or

(g)Borrower or any Subsidiary shall fail to pay any of its indebtedness to any other entity or shall default in the performance or observance of the terms of any instrument pursuant to which such indebtedness was created or securing such indebtedness, beyond any period of grace applicable thereto, if the effect of such default is to accelerate, or to give to the holder thereof the right to accelerate, the maturity of any such indebtedness;

(h)any judgment or judgments, writ or writs, or warrant or warrants of attachment, or any similar process or processes, the aggregate amount of which (after reduction by the amount covered by insurance) exceeds $1,000,0000, shall be entered or filed against the Borrower or any Subsidiary or against any of their Property and which remains unvacated, unbonded, unstayed or unsatisfied for a period of 30 days; or

(i)any conservator or receiver shall be appointed for the Borrower or any Banking Subsidiary under applicable federal or state law applicable to banks, thrifts, or their holding companies, or any Banking Subsidiary shall suspend payment of its obligations.

Section 8.2.Non-Bankruptcy Defaults. When any Event of Default described in Section 8.1 has occurred and is continuing (other than an Event of Default described in subsection (e) or (f) of Section 8.1), the Bank may, by notice to the Borrower, take one or more of the following actions: (a) terminate the obligation of the Bank to extend any further credit hereunder on the date (which may be the date thereof) stated in such notice; (b) declare the principal of and the accrued interest on the Note to be forthwith due and payable and thereupon the Note, including both principal and interest and all other Obligations payable under the Loan Documents, shall be and become immediately due and payable without further demand, presentment, protest or notice of any kind; and (c) enforce any and all rights and remedies available to the Bank under the Loan Documents or applicable law.

Section 8.3.Bankruptcy Defaults. When any Event of Default described in subsection (e) or (f) of Section 8.1 has occurred and is continuing, then the Note, including both principal and interest, and all other Obligations payable under the Loan Documents, shall immediately become due and payable without presentment, demand, protest or notice of any kind, and the obligation of the Bank to extend further credit pursuant to any of the terms hereof shall immediately terminate. In addition, the Bank may exercise any and all remedies available to it under the Loan Documents or applicable law.

SECTION 9.MISCELLANEOUS.

Section 9.1.Non-Business Day. lf any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day. In the case of any payment of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect.

Section 9.2.Amendments, Etc. No delay or failure on the part of the Bank in the exercise of any power or right shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Bank are cumulative to, and not exclusive of, any rights or remedies which it would otherwise have. No amendment, modification, termination or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Section 9.3.Costs and Expenses. The Borrower agrees to pay to the Bank all costs and expenses (including court costs and attorneys’ fees), if any, incurred or paid by the Bank in connection with any Default or Event of Default or in connection with the enforcement of any Loan Document. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Section 9.4.Notices. Except as otherwise specified herein, all notices hereunder shall be in writing (including notice by telecopy) and shall be given to the relevant party at its address or telecopier number set forth below, or such other address or telecopier number as such party may hereafter specify by notice to the other given by United States certified or registered mail, by telecopy or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices hereunder shall be addressed:

to the Borrower at:
100 North Phillips Avenue
Sioux Falls, South Dakota 57104Attention: Chief Financial Officer
Telephone: (605) 334-2548
Telecopy: (605) 359-8738 to the Bank at:
245 Park Avenue
New York, New York 10017
Attention: Loan Administration
Telephone: (212) 916-9539
Telecopy: (212) 490-8087
E-mail: ny_lending_administration@nabny.com

Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (ill) if given by any other means, when delivered at the addresses specified in this Section; provided that any notice given pursuant to Section 1 or Section 2 hereof shall be effective only upon receipt.

Section 9.5.Construction, Etc. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Section headings used in this Agreement are for convenience of reference only and are not a part of this Agreement for any other purpose.

Section 9.6.Binding Nature, Governing Law, Etc. This Agreement may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute on and the same instrument. This Agreement shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Bank and the benefit of its successors and assigns, including any subsequent holder of the Obligations. The Borrower may not assign its rights hereunder without the written consent of the Bank. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Section 9.7.Submission to Jurisdiction; Waiver of Jury Trial. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the New York City for purposes of all legal proceedings arising out of or relating to the Loan Documents or the transactions contemplated thereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE BORROWER AND THE BANK HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

[SIGNATURE PAGE TO FOLLOW]

Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth.

Great Western Bancorp, Inc.

By: /s/ Ken Karels        Name:    Ken KarelsTitle:    President & CEO

Accepted and agreed to at Melbourne, Australia as of the day and year last above written.

National Australia Bank Limited

By: Sharyn Ie    
Name:    Sharyn Ie
Title:    Associate Director

[Signature page to Amended and Restated Credit Agreement]

EXHIBIT A
REVOLVING CREDIT NOTE

$10,000,000.00    New York, New York    _____________, 2014

On the Termination Date, for value received, the undersigned, Great Western Bancorp, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of NATIONAL AUSTRALIA BANK LIMITED (the “Bank”) at its office at 245 Park Avenue, New York, New York, the principal sum of (i) Ten Million and 00/100 Dollars ($10,000,000.00), or (ii) such lesser amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all Loans owing from the Borrower to the Bank under the Revolving Credit provided for in the Credit Agreement hereinafter mentioned.

The Borrower promises to pay interest (computed on the basis of a year of 360 days for the actual number of days elapsed) at such office on the principal sum from time to time remaining unpaid hereon at the Applicable Rate (as hereinafter defined) for each Interest Period (as hereinafter defined), all interest accrued for each Interest Period to be due and payable on the last day of such Interest Period or, if any such interest payment date is not a Bank Business Day (as hereinafter defined), then on the immediately following Bank Business Day, provided that any interest not required to be sooner paid shall be paid upon payment in full of the principal hereof or, if earlier, upon demand for payment of the principal.

As used herein the term “Interest Period” shall mean the three month period commencing on the date of this Note and each three month period thereafter, with each Interest Period to commence on the last day of the immediately preceding Interest Period. Interest shall be computed at the Applicable Rate for each Interest Period for the period from and including the first day of such Interest Period to but excluding the last day thereof. The term “Applicable Rate” shall mean for each Interest Period the rate determined by adding the rate of 01.25% per annum to the LIBOR Rate for such Interest Period. “LIBOR Rate” means, for each Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards or downwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. dollars in immediately available funds are offered to the Bank at 11:00 a.m. (London, England time) two (2) Bank Business Days before the beginning of such Interest Period by three (3) or more major lenders in the interbank eurodollar market selected by the Bank for a period equal to such Interest Period and in an amount equal or comparable to the principal amount hereof. “LIBOR Index Rate” means for any Interest Period applicable hereto, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the Telerate Page 3750 as of 11:00 a.m. (London, England time) on the date two Bank Business Days before the commencement of such Interest Period.

The term “Bank Business Day” means any day other than a Saturday or Sunday on which banks are generally open for business in New York, New York and London, England.

This Note evidences Loans made or to be made to the Borrower by the Bank under the Revolving Credit provided for under that certain Amended and Restated Credit Agreement dated as of October 13, 2014, between the Borrower and the Bank (said Credit Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the “Credit Agreement”).

This Note is issued by the Borrower under the terms and provisions of the Credit Agreement, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity and voluntary prepayments may be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement.

The Borrower hereby waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

GREAT WESTERN BANCORP, INC.

By: Name:Title:

EX-4.13

Exhibit 4.13

ASSUMPTION OF
SUBORDINATED NOTE DUE JUNE 3, 2018

This assumption agreement (this “Assumption”) is executed as of 8:00 A.M. New York Time on October 17, 2014 by Great Western Bancorp, Inc., a Delaware corporation (the “Successor Issuer”), and Great Western Bancorporation, Inc., an Iowa corporation (the “Issuer”).

WHEREAS, National Australia Bank New York Branch, a branch of National Australia Bank Limited (a corporation organized under the laws of the Commonwealth of Australia), is the registered holder of the $35,795,000 aggregate principal amount Subordinated Note due June 3, 2018 (the “Subordinated Note”) issued by Great Western Bancorporation, Inc., an Iowa corporation;

WHEREAS, in preparation for the expected initial public offering of common stock, par value $0.01 per share, issued by the Successor Issuer, the Issuer intends to merge with and into the Successor Issuer pursuant to the Agreement and Plan of Merger, dated as of October 8, 2014 (the “Merger Agreement”), between the Issuer and the Successor Issuer, with the Successor Issuer continuing as the surviving entity (the “Merger”);

WHEREAS, the Merger will become effective in accordance with the terms of the Merger Agreement as set forth in the certificate of merger to be filed in the office of the Secretary of State of Delaware and the articles of merger to be filed in the office of the Secretary of State of the State of Iowa (the time the Merger becomes effective being the “Effective Time”); and

WHEREAS, Section 4 of the Subordinated Note requires any entity with or into which the Issuer merges to expressly assume the due and punctual payment of the principal of and interest on the Subordinated Note.

NOW, THEREFORE, in compliance with Section 4 of the Subordinated Note, and in consideration of the covenants contained herein and intending to be legally bound hereby, the Successor Issuer agrees as follows:

1.Assumption of Performance.     Effective as of the Effective Time, the Issuer hereby expressly assigns, and the Successor Issuer hereby expressly assumes, (i) the due and punctual payment of the principal of and interest on the Subordinated Note, and (ii) the performance and observance of every provision of the Subordinated Note on the part of the Issuer to be performed or observed.

2.Governing Law. This Assumption shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles.

3.Successors and Assigns. This Assumption shall be binding upon the respective successors and assigns of the parties hereto.

4.Headings. The headings used in this Assumption are included for convenience only and shall not in any way affect the meaning or construction of any provision of this Assumption.

5.Counterparts. This Assumption may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

6.Notices to the Successor Issuer. All notices to the Successor Issuer shall be delivered in writing to P.O. Box 2345, 100 N. Phillips Ave., Sioux Falls, SD 57101; Attention: Corporate Secretary.

7.Termination. This Assumption will terminate and be of no further force and effect if the Merger Agreement is terminated for any reason or the Merger is otherwise not consummated.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Assumption to be duly executed as of the date first written above.

Great Western Bancorporation, Inc.
_/s/ Peter Chapman__________________________
Name:    Peter Chapman
Title:     Vice President & Chief Financial Officer

Great Western Bancorp, Inc.
_/s/ Ken Karels__________________________
Name:    Ken Karels
Title:    President & CEO

[Signature Page – GWBCI Assumption of Subordinated Note]

EX-10.1

Exhibit 10.1

STOCKHOLDER AGREEMENT
betweenNATIONAL AUSTRALIA BANK LIMITED
andGREAT WESTERN BANCORP, INC.
_____________________
Dated as of October 20, 2014

SC1:3686837.8

TABLE OF CONTENTS

PAGE

Article I
DEFINITIONS

Section 1.1 Definitions    1

Section 1.2 Beneficial Ownership    7

Section 1.3 Interpretation    7

Article II
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Section 2.1 Board of Directors    8

Section 2.2 Audit Committee of the Board    10

Section 2.3 Compensation Committee of the Board    10

Section 2.4 Corporate Governance and Nominating Committee of the Board    11

Section 2.5 Executive Committee of the Board    12

Section 2.6 Risk Committee of the Board    12

Section 2.7 Company Bank Subsidiary Board of Directors    13

Section 2.8 Implementation    13

Article III
APPROVAL AND CONSENT RIGHTS

Section 3.1 Approval and Consent Rights    14

Section 3.2 Implementation    16

Article IV
INFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING

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Section 4.1 Information Rights During Full Consolidation Periods    16

Section 4.2 Information Rights During Equity Accounting Periods    17

Section 4.3 General Information Requirements    17

Section 4.4 Reporting Coordination Committee    18

Section 4.5 Matters Concerning Auditors    18

Section 4.6 Release of Information and Public Filings    19

Section 4.7 Information in Connection with Regulatory or Supervisory Requirements    20

Section 4.8 Implementation with Respect to Legal Disclosures    21

Section 4.9 Information Concerning NAB Equity Awards    22

Section 4.10 Expenses    22

Article V
EXCHANGE OF COMMON STOCK for NON-VOTING COMMON STOCK

Section 5.1 Exchange    23

Article VI
OTHER PROVISIONS

Section 6.1 Related Party Transactions Policy    23

Section 6.2 Certain Policies and Procedures    23

Section 6.3 Access to Personnel and Data    24

Section 6.4 Internal Communications Protocols    24

Section 6.5 Access to Historical Records    25

Section 6.6 Confidentiality    25

Section 6.7 Director and Officer Indemnification; Liability Insurance    27

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Section 6.8 Non-Competition    30

Article VII
INDEMNIFICATION

Section 7.1 Indemnification    32

Section 7.2 Claims for Indemnification    32

Section 7.3 Indemnification Limitations    34

Section 7.4 Payments    35

Section 7.5 Investigation    35

Article VIII
Settlement; Dispute Resolution

Section 8.1 Resolution Procedure    35

Section 8.2 Exchange Of Written Statements    35

Section 8.3 Good-Faith Negotiations    35

Section 8.4 Injunctive Relief    36

Section 8.5 Limitations on Damages    36

Article IX
GENERAL PROVISIONS

Section 9.1 Obligations Subject to Applicable Law    36

Section 9.2 Notices    36

Section 9.3 Binding Effect; Assignment; No Third-Party Beneficiaries    37

Section 9.4 Severability    37

Section 9.5 Entire Agreement; Amendment    37

Section 9.6 Waiver    38

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Section 9.7 Governing Law; Consent to Jurisdiction    38

Section 9.8 Waiver of Jury Trial    38

Section 9.9 Counterparts    39

Section 9.10 Further Assurances    39

Section 9.11 Term; Survival    39

Section 9.12 Subsidiary and Affiliate Action    39

Section 9.13 Expenses    39

Section 9.14 Conditions Precedent    40

Schedules

Schedule 2.1(f)    Lead Director Responsibilities

Schedule 4.6(b)    Public Reporting Protocol Prior to Less Than Majority Holder Date

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SC1:3686837.8

STOCKHOLDER AGREEMENT

Stockholder Agreement (this “Agreement”), dated as of October 20, 2014, between National Australia Bank Limited,a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc.,a Delaware corporation (the “Company”).

RECITALS

A.    The Company is an indirect, wholly owned subsidiary of NAB.

B.    NAB intends to divest itself of its ownership interest in the Company and, in connection therewith, a subsidiary of NAB intends to sell shares of Common Stock representing approximately 31.8% of the outstanding Common Stock as of the date hereof in the Company’s initial public offering registered with the SEC on Form S-1 (the “IPO”).

C.    In connection with such divestiture, the Company and NAB desire to set forth certain agreements that will govern the relationship between them following the IPO.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article IDEFINITIONS

Section 1.1Definitions. Capitalized terms used in this Agreement shall have the meanings assigned below:

“Affiliate” means, with respect to any Person, any other Person which directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person; provided that none of the Company and its Subsidiaries shall be considered Affiliates of NAB or any of NAB’s Affiliates for purposes of this Agreement.

“Agreed Coverage” has the meaning set forth in Section 6.7(b).

“Applicable Accounting Standards” means the Australian Accounting Standards, as adopted by the Australian Accounting Standards Board, and the International Financial Reporting Standards, as adopted by the International Accounting Standards Board.

“Applicable Law” means any applicable law (including common law), statute, regulation, rule, executive order, ordinance, judgment, ruling, published regulatory policy or guideline, injunction, order, consent, exemption, license, approval or permit enacted, issued, promulgated, adjudged, entered or enforced by a Governmental Authority, including, for the avoidance of doubt, the NYSE Manual.

“APRA” means the Australian Prudential Regulatory Authority.

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SC1:3686837.8

“Bankruptcy Laws” means Title 11 of the United States Code and other Federal, state or foreign laws principally dealing with the liquidation, reorganization, administration, conservatorship or receivership of insolvent debtors.

“Beneficially Own” means, with respect to any Person, securities of which such Person or any of such Person’s Affiliates, directly or indirectly, has “beneficial ownership” as determined pursuant to Rule 13d‑3 and Rule 13d-5 of the Exchange Act, including securities beneficially owned by others with whom such Person or any of its Affiliates has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities; provided that a Person shall not be deemed to Beneficially Own (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates until such tendered securities are accepted for payment, purchase or exchange, (ii) any security as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act, and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report).

“BHC Act” means the U.S. Bank Holding Company Act of 1956.

“Board of Directors” or “Board” mean the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or day on which banks in Sioux Falls, South Dakota or Melbourne, Australia are authorized or required by Applicable Law to close.

“Capital Stock” means the equity capital or other equity interests of a Person or a security convertible or exercisable (whether or not such conversion or exercise is contingent or conditional) into or for the equity capital or other equity interests of a Person.

“CEO” means the Chief Executive Officer of the Company (or the equivalent successor position), as elected or appointed by the Board of Directors.

“CFO” means the Chief Financial Officer of the Company (or the equivalent successor position), as elected or appointed by the Board of Directors.

“Claim Notice” has the meaning set forth in Section 7.2(a).

“Common Stock” means the Common Stock, par value $0.01 per share, of the Company, and does not include Non-Voting Common Stock.

“Company” has the meaning set forth in the Preamble.

“Company Auditor” means the independent registered public accounting firm responsible for conducting the audit of the Company’s annual financial statements.

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SC1:3686837.8

“Company Bank Subsidiary” means Great Western Bank, a South Dakota commercial bank and Wholly Owned Subsidiary of the Company, together with any successor of Great Western Bank.

“Company Slate” means the candidates for election as Director proposed or recommended by the Board of Directors to the Company’s stockholders in connection with a meeting of stockholders.

“Company States” means South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri.

“Competing Branch Bank” has the meaning set forth in Section 6.8(a)(i).

“Competing Business” has the meaning set forth in Section 6.8(a)(ii).

“Competing Lending Business” has the meaning set forth in Section 6.8(a)(ii).

“Competing Person” has the meaning set forth in Section 6.8(b)(viii).

“Completion of the IPO” means the consummation of the IPO upon the settlement of the sale of Common Stock pursuant to the Registration Statement on Form S-1 (File No. 333-198458), as amended, relating to the IPO.

“Confidential Information” means, with respect to either Party or any of its Subsidiaries, any information disclosed by such Party to the other Party or any of the other Party’s respective Subsidiaries, whether on or prior to the date hereof, that relates to (i) any information relating to the business, financial or other affairs (including future plans, financial targets, trade secrets and know-how) of such other Party or such other Party’s Subsidiaries, or (ii) any information of the other Party or such other Party’s Subsidiaries provided in a manner which reasonably indicates the confidential or proprietary nature of such information.

“Control” means, with respect to any Person, direct or indirect ownership or power to vote 25% or more of any class of voting securities of such Person, control in any manner of the election of a majority of the directors or trustees of such Person, or the direct or indirect possession of the ability to exercise a controlling influence over the management or policies of such Person. The terms and phrases “Controlling,” “Controlled” and “under common Control with” shall be given correlative meanings.

“Coverage Change” has the meaning set forth in Section 6.7(b).

“Critical Policy” has the meaning set forth in Section 6.2(a).

“CRO” means the Chief Risk Officer of the Company (or the equivalent successor position), as elected or appointed by the Board of Directors.

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SC1:3686837.8

“D&O Coverage” has the meaning set forth in Section 6.7(b).

“Director” means a member of the Board of Directors.

“Disclosing Party” has the meaning set forth in Section 6.6(a).

“Disclosure Controls and Procedures” means controls and other procedures designed to ensure that information required to be disclosed by the Company and NAB under Applicable Law is recorded, processed, summarized and reported within applicable time periods, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, and to NAB, as appropriate to allow timely decisions regarding required disclosure.

“Exchange Act” means the U.S. Securities Exchange Act of 1934.

“Executive Officer” means the CEO, the CFO, the CRO and all other persons qualifying as “officers” of the Company for purposes of Rule 16a-1(f) under the Exchange Act.

“Fiduciary Coverage” has the meaning set forth in Section 6.7(b).

“Final Determination” means, with respect to a dispute as to indemnification for a Loss under this Agreement, (i) a written agreement between the parties to such dispute resolving such dispute, (ii) a final and non-appealable order or judgment entered by a court of competent jurisdiction resolving such dispute or (iii) a final non-appealable determination rendered by an arbitration or like panel to which the parties submitted such dispute that resolves such dispute.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any federal, state, local, domestic or foreign agency, court, tribunal, administrative body, arbitration panel, department or other legislative, judicial, governmental, quasi-governmental entity or self-regulatory organization with competent jurisdiction.

“Indemnified Person” has the meaning set forth in Section 7.2(a).

“Indemnifying Person” has the meaning set forth in Section 7.2(a).

“Independent Director” means a Director who is both (i) an independent director under Section 303.A02 of the NYSE Manual and (ii) “independent” for purposes of Rule 10A-3(b)(1) under the Exchange Act.

“Information Party” has the meaning set forth in Section 4.8(c).

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SC1:3686837.8

“Internal Control Over Financial Reporting” means a process designed by, or under the supervision of, the CEO and CFO and effected by the Board of Directors, Company management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Board of Directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

“IPO” has the meaning set forth in the Recitals.

“Lead Director” shall mean the Director designated as such by the Board of Directors pursuant to Section 2.1(f)(i).

“Less Than Majority Holder Date” means the first date on which NAB ceases to Beneficially Own at least 50% of the outstanding Common Stock.

“Loss” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties, reasonable attorneys’ fees and reasonable out of pocket disbursements).

“NAB” has the meaning set forth in the Preamble.

“NAB Auditor” means the independent registered public accounting firm responsible for conducting the audit of NAB’s annual financial statements.

“NAB Director” means a Director designated by NAB pursuant to its nomination rights set forth in Section 2.1(d) or otherwise designated in writing by NAB to the Board of Directors to act in such capacity.

“NAB Independent Director” means a NAB Director who is also an Independent Director.

“NAB Individual” means (i) any director, officer or employee of NAB or any of its Subsidiaries, (ii) any NAB Director or (iii) any person designated by NAB as a NAB Director who, with his or her consent, is named in any Registration Statement of the Company under the Securities Act as about to become a Director of the Company.

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“Non-Control Date” means the date on which NAB ceases to control the Company for purposes of the BHC Act as provided for in a written determination from the Board of Governors of the Federal Reserve System to NAB or as provided for in a written notice by NAB to the Company to such effect.

“Non-Voting Common Stock” means the Non-Voting Common Stock, par value $0.01 per share, of the Company.

“Notice Period” has the meaning set forth in Section 7.2(b).

“NYSE Manual” means the Listed Company Manual of the New York Stock Exchange.

“Party” means either the Company or NAB.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporate organization, association, corporation, institution, public benefit corporation, Governmental Authority or any other entity.

“Qualified Compensation Director” means a Director who is (i) a “Non-Employee Director” as defined in Rule 16b-3(b)(3)(i) under the Exchange Act and (ii) an “outside director” as defined in Treasury Regulations Section 1.162-27(e)(3)(i), provided, however, that a Qualified Compensation Director need not satisfy the condition set forth in clause (ii) until the date of the first regularly scheduled meeting of the stockholders of the Company that occurs more than 12 months after the later of (1) the Completion of the IPO and (2) the date on which the Common Stock is listed on the New York Stock Exchange.

“Receiving Party” has the meaning set forth in Section 6.6(a).

“Regulation S-K” means Regulation S-K under the Securities Act and the Exchange Act.

“Representatives” means, with respect to any Person, any officer, director, employee, advisor, agent or representative of such Person, or anyone acting on behalf of them or such Person.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Securities Coverage” has the meaning set forth in Section 6.7(b).

“Subsidiary” means, with respect to any Person, any other Person who is Controlled by such Person; provided that none of the Company and its Subsidiaries shall be considered Subsidiaries of NAB or any of NAB’s Subsidiaries for purposes of this Agreement.

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“Third-Party Claim” means any claim relating to a Loss by any Person who is not, and is not a Subsidiary of, a Party.

“Transitional Services Agreement” means the Transitional Services Agreement, dated the date hereof, between the Parties.

“Wholly Owned Subsidiary” means, with respect to any Person, a Subsidiary of such Person, 100% of the Capital Stock of which is owned, directly or indirectly, by such Person.

Section 1.2Beneficial Ownership. For purposes of this Agreement, NAB shall:

(a)be deemed to Beneficially Own securities that are Beneficially Owned by its Subsidiaries; and

(b)be deemed to be acting on behalf of its Subsidiaries with respect to their capacities as holders of legal and economic interests, respectively, in Common Stock and Non-Voting Common Stock, as applicable.

Section 1.3Interpretation.

(a)Unless the context otherwise requires:

(i)references contained in this Agreement to the Preamble, Recitals and to specific Articles, Sections, Subsections or Schedules shall refer, respectively, to the Preamble, Recitals, Articles, Sections, Subsections or Schedules of this Agreement;

(ii)references to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced from time to time;

(iii)references to any statute or statutory provision include all rules and regulations promulgated pursuant to such statute or statutory provision, in each case as such statute, statutory provision, rules or regulations may be amended, modified, supplemented or replaced from time to time;

(iv)references to any Governmental Authority include any successor to such Governmental Authority;

(v)terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(vi)the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(vii)the terms “Dollars” and “$” mean U.S. Dollars; and

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(viii)wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”.

(b)The headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

(c)The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(d)In this Agreement, any provision which applies “until” a specified date shall apply on such specified date, and shall cease to apply on the date immediately following such specified date.

Article IIBOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Section 2.1Board of Directors.

(c)As of the Completion of the IPO and until such time as otherwise provided for in this Agreement, the Board of Directors shall consist of nine members. From the Completion of the IPO until the earlier of (i) the day prior to the one-year anniversary of the Less Than Majority Holder Date and (ii) the Non-Control Date, the Company and NAB shall use their best efforts to cause the Board of Directors to consist of a majority of NAB Directors. From and after the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall transition to full compliance with Section 303A.01 of the NYSE Manual, to the extent the composition of the Board of Directors is not already in full compliance, such that on the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall consist of a majority of Independent Directors.

(d)At all times, the Board of Directors shall include at least two Directors who are both Independent Directors and Qualified Compensation Directors.

(e)The CEO shall serve on the Board of Directors at all times prior to the Non-Control Date. In accordance with Section 2.8(c), the CEO shall not be deemed a NAB Director.

(f)NAB shall have the right to nominate for inclusion on the Company Slate such number of Directors, each of whom shall be a NAB Director, such that the aggregate number of nominated Directors on the Company Slate together with the number of NAB Directors on the Board of Directors which are not subject to election at the applicable stockholder meeting is equal to the following (or such lower number as NAB shall determine):

(i)until the earlier of (A) the day prior to the one-year anniversary of the Less Than Majority Holder Date (or such earlier date as NAB shall determine)

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and (B) the Non-Control Date, five Directors, or such other number as shall represent a majority of the Directors on the Board of Directors;

(ii)from and after the one-year anniversary of the Less Than Majority Holder Date (or such earlier date as NAB shall determine), if the Non-Control Date has not occurred, a number of Directors equal to (A) the number of Independent Directors on the Board of Directors minus (B) two;

(iii)after the Non-Control Date, and as long as NAB Beneficially Owns at least 5% of the Company’s Common Stock and Non-Voting Common Stock, considered together as a single class of the Company’s Capital Stock, one Director; and

(iv)after the Non-Control Date, and after NAB ceases to Beneficially Own at least 5% of the Company’s Common Stock and Non-Voting Common Stock, considered together as a single class of the Company’s Capital Stock, none.

(g)Until the Non-Control Date, the Company shall use its best efforts:

(i)to cause there to be on the Board of Directors at all times that number of NAB Directors for which NAB maintains nomination rights pursuant to Section 2.1(d);

(ii)to fill any vacancy on the Board of Directors created by the resignation, removal or incapacity of any NAB Director with an individual designated by NAB, to the extent NAB would then have the right to nominate such individual consistent with the aggregate number of NAB Directors NAB shall then be entitled to nominate pursuant to Section 2.1(d); and

(iii)to prevent the removal of any NAB Director without NAB’s consent, to the extent NAB would then have the right to nominate such individual consistent with the aggregate number of NAB Directors NAB shall then be entitled to nominate pursuant to Section 2.1(d).

(h)Until the Non-Control Date, if the Board of Directors has appointed a Chairperson of the Board of Directors who is not an Independent Director:

(i)the Board of Directors shall designate one of the Independent Directors who is not a NAB Director as its “Lead Director;”

(ii)the Lead Director shall preside over meetings of the Board of Directors held in the absence of any Director who is also an Executive Officer, which meetings shall be held no less than four times per year (although the Parties expect that such meetings will be held more frequently, generally prior to or immediately following each scheduled meeting of the Board of Directors);

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(iii)the Lead Director shall also preside over meetings of the Independent Directors, which meetings shall be held (A) in the absence of any Director who is not an Independent Director and (B) at least annually; and

(iv)the Lead Director shall have the responsibilities and authority set forth in Schedule 2.1(f) and, to the extent not inconsistent with any other provision of this Agreement, such additional responsibilities as the Board of Directors may direct from time to time.

Section 2.2Audit Committee of the Board.

(e)As of the Completion of the IPO and until such time as otherwise provided for in this Agreement, the Board of Directors shall have established an audit committee that shall consist of three or more Independent Directors, with the size of the audit committee established by the Board of Directors. At any time prior to the Non-Control Date during which a NAB Independent Director serves on the Board of Directors, at least one member of the audit committee shall be a NAB Independent Director designated by NAB, so long as such NAB Independent Director also meets the standards for audit committee membership as set forth in the NYSE Manual.

(f)The audit committee shall have responsibilities and authority consistent with Rule 10A-3 under the Exchange Act and Rule 303A.07 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time.

(g)The audit committee shall have at all times at least one member who is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Section 2.3Compensation Committee of the Board.

(a)As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the Less Than Majority Holder Date, shall consist of three or more Directors (with the size of the compensation committee established by the Board of Directors) comprised of (i) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one or more NAB Directors. NAB shall designate NAB Directors to fill the number of positions reserved for NAB Directors on the compensation committee pursuant to this Section 2.3(a).

(b)On the Less Than Majority Holder Date (or on such earlier date as NAB shall determine), the compensation committee shall transition to full compliance with Section 303A.05 of the NYSE Manual, to the extent the composition of the compensation committee is not already in full compliance, as follows:

(i)on or before 90 days following the Less Than Majority Holder Date, the compensation committee shall consist of a majority of Independent Directors, at least two of whom are Qualified Compensation Directors; and

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(ii)on the one-year anniversary of the Less Than Majority Holder Date (or such earlier date as NAB shall determine), the compensation committee shall consist solely of Independent Directors, at least two of whom are Qualified Compensation Directors.

(c)From the Completion of the IPO until the day before the one-year anniversary of the Less Than Majority Holder Date, and during any other time that the compensation committee includes members who are not Qualified Compensation Directors, the compensation committee shall maintain a subcommittee consisting solely of two or more Qualified Compensation Directors who shall be responsible for:

(i)approving any grants of equity or equity-based compensation awards to any Executive Officer or Director;

(ii)determining performance goals for performance-based compensation of the Executive Officers and the satisfaction thereof; and

(iii)such other matters as shall be required by Applicable Law to be approved or determined solely by Qualified Compensation Directors.

(d)Following the Less Than Majority Holder Date, the compensation committee shall have responsibilities and authority consistent with Rule 303A.05 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time.

(e)After the one-year anniversary of the Less Than Majority Holder Date, if the Non-Control Date has not occurred, at any time during which a NAB Independent Director serves on the Board of Directors, at least one member of the compensation committee shall be a NAB Independent Director.

Section 2.4Corporate Governance and Nominating Committee of the Board.

(a)As of the Completion of the IPO, the Board of Directors shall have established a corporate governance and nominating committee that, at all times prior to the Less Than Majority Holder Date, shall consist of two or more Directors (with the size of the corporate governance and nominating committee established by the Board of Directors) comprised of (i) one or more Independent Directors and (ii) one or more NAB Directors. NAB shall designate NAB Directors to fill the number of positions reserved for NAB Directors on the corporate governance and nominating committee pursuant to this Section 2.4(a).

(b)On the Less Than Majority Holder Date (or on such earlier date as NAB shall determine), the corporate governance and nominating committee shall transition to full compliance with Section 303A.04 of the NYSE Manual, to the extent the composition of the corporate governance and nominating committee is not already in full compliance, as follows:

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(iv)on or before the 90th day following the Less Than Majority Holder Date, the corporate governance and nominating committee shall consist of a majority of Independent Directors; and

(v)on the one-year anniversary of the Less Than Majority Holder Date (or such earlier date as NAB shall determine), the corporate governance and nominating committee shall consist solely of Independent Directors.

(c)The corporate governance and nominating committee shall at all times exercise the responsibilities and authority set forth under Rule 303A.04 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time.

(d)After the one-year anniversary of the Less Than Majority Holder Date, if the Non-Control Date has not occurred, at any time during which a NAB Independent Director serves on the Board of Directors, at least one member of the corporate governance and nominating committee shall be a NAB Independent Director.

Section 2.5Executive Committee of the Board.

(a)As of the Completion of the IPO, the Board of Directors shall have established an executive committee that, at all times prior to the one-year anniversary of the Less Than Majority Holder Date, shall consist of (i) the CEO, (ii) one Independent Director who is not a NAB Independent Director and (iii) two NAB Directors, one of whom shall be designated by NAB as an alternate and who shall be considered a member of the Executive Committee of the Board only at such times as the other NAB Director is unable to attend a meeting or cast a vote.

(b)Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the executive committee shall only act with the consent or approval of a majority of the members of the committee, which majority must include the consent or approval of a NAB Director.

(c)Each NAB Director that is a member of the executive committee shall be available to the other committee members on short notice (generally meaning within 24 hours of any communication being sent), or shall provide for the alternate NAB Director or for a delegate (who shall also be a NAB Director) to be available within such a time period.

(d)The executive committee shall have such responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time; provided, however, that until the Non-Control Date, the executive committee shall report promptly to the Board of Directors any actions it has taken.

Section 2.6Risk Committee of the Board.

(a)As of the Completion of the IPO, the Board of Directors shall have established a risk committee that, at all times prior to the one-year anniversary of the Less Than Majority

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Holder Date, shall consist of two or more Directors (with the size of the risk committee established by the Board of Directors) comprised of (i) one or more Independent Directors and (ii) one or more NAB Directors. NAB shall designate NAB Directors to fill the number of positions reserved for NAB Directors on the risk committee pursuant to this Section 2.6(a).

(b)At such time as the Company shall have total consolidated assets in excess of $10 billion, the Chairperson of the risk committee must satisfy the requirements of 12 C.F.R. § 252.22(d)(2). At least one member of the risk committee must have experience in identifying, assessing and managing risk exposures of large, complex firms.

Section 2.7Company Bank Subsidiary Board of Directors.

(a)From the Completion of the IPO until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, subject to Applicable Law, NAB shall be entitled to appoint up to two directors to serve on the board of directors of the Company Bank Subsidiary; provided that NAB shall never have the right to appoint more than 25% of the members of the board of directors of the Company Bank Subsidiary.

(b)From the Completion of the IPO until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the Company shall not, and shall cause the Company Bank Subsidiary not to, reduce the size of the board of directors of the Company Bank Subsidiary to less than eight members without NAB’s prior written consent.

(c)Prior to the Non-Control Date, any NAB Director shall be entitled to attend any meeting of the board of directors of the Company Bank Subsidiary, or any committee or subcommittee thereof, as a non-voting observer; provided that the board of directors of the Company Bank Subsidiary, or any committee or subcommittee thereof, shall have the right to hold sessions consisting only of members of the board of directors of the Company Bank Subsidiary or such committee or subcommittee present, as applicable.

Section 2.8Implementation.

(a)The Company shall make such disclosures, and shall take such other steps, as shall be required to avail itself of such exemptions from the NYSE Manual and other Applicable Law so as to permit the full implementation of this Article II.

(b)Any determination by or consent of NAB pursuant to this Article II shall be evidenced in advance by a writing signed on behalf of NAB by a person holding the office of General Manager, Group Development at NAB.

(c)Except as expressly stated in this Article II, NAB Directors (i) shall not be required to be Independent Directors or meet any standard of independence from the Company and (ii) may be officers or employees of NAB or any of its Affiliates, but not of the Company or any of the Company’s Subsidiaries.

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(d)Any Director may attend any committee or subcommittee meeting as a non-voting observer; provided that any committee or subcommittee shall have the right to hold sessions consisting only of members of such committee or subcommittee present, as applicable.

(e)Notwithstanding anything in this Article II to the contrary, NAB shall not be entitled to designate a Director to serve on the board of directors of the Company Bank Subsidiary or any committee of the Board of Directors, and no committee of the Board of Directors shall be required to comply with any composition requirements set forth in this Article II, following the Non-Control Date.

Article IIIAPPROVAL AND CONSENT RIGHTS

Section 3.1Approval and Consent Rights. Until the Non-Control Date, the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without NAB’s consent:

(h)any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction), other than any merger, consolidation or similar transaction involving only the Company and one or more of its Wholly Owned Subsidiaries;

(i)any acquisition or disposition of securities, assets or liabilities involving an equity value greater than $5 million or an asset value greater than $5 million, in each case other than transactions involving investment securities or loans approved in accordance with the Company’s established policies and procedures to monitor invested assets or loans, respectively;

(j)any increase or decrease in the authorized Capital Stock of the Company, or the creation of any new class or series of Capital Stock of the Company (including, for the avoidance of doubt, any class or series of preferred stock of the Company);

(k)any issuance or acquisition (including stock buy-backs, redemptions and other reductions of capital) of Capital Stock of the Company or any of its Subsidiaries, except:

(i)issuances and grants to a Director or employee of the Company of vested or unvested shares of Common Stock or restricted Common Stock, options to acquire shares of Common Stock, restricted stock units, “phantom” stock units or similar interests in the Company’s common equity, in each case pursuant to an equity compensation plan approved by the Board of Directors; or

(ii)issuances of Capital Stock of a Subsidiary to a Wholly Owned Subsidiary, or acquisitions of Capital Stock of a Subsidiary by a Wholly Owned Subsidiary;

(l)any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt of the

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Company or any of its Subsidiaries) of any debt security of the Company or any of its Subsidiaries, in each case involving an aggregate principal amount exceeding $10 million;

(m)any other incurrence or guaranty of a debt obligation having a principal amount greater than $5 million, other than (i) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (ii) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business;

(n)entry into, or termination of, any joint venture or cooperation arrangements involving assets having a value exceeding $5 million;

(o)the listing or delisting of any class of Capital Stock of the Company or any of its Subsidiaries on a securities exchange;

(p)the amendment (or approval or recommendation of the amendment) of the Company’s certificate of incorporation or bylaws;

(q)any material change in the scope of the Company’s business from the scope of the Company’s business immediately before the Completion of the IPO;

(r)other than as required by Applicable Law, any change in the Company Auditors;

(s)other than as required by Applicable Law, the formation of, or delegation of authority to, any new committee, or subcommittee thereof, of the Board of Directors, or the delegation of authority to any existing committee or subcommittee thereof not set forth in the committee’s charter immediately prior to the Consummation of the IPO;

(t)entry into, or termination of, any material contract, or any material amendment to any material contract, other than, in each case, (i) any employment agreement or (ii) any contract involving neither aggregate payments of $3 million or more nor aggregate annual payments of $1 million or more;

(u)any change in the legal structure of the Company or the legal or ownership structure of any of its Subsidiaries;

(v)settlement of any material litigation or proceeding (whether formal or informal) involving the Company or any of its Subsidiaries;

(w)any change in any material policy relating to loans or other risk appetite settings, investments, asset-liability management or derivatives or in any other policy that could reasonably be deemed to have a material effect on the Company’s consolidated results of operations or financial condition;

(x)any material written agreement or settlement with, or any material written commitment to, a regulatory agency, or any material enforcement action;

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(y)the election, hiring or dismissal, other than a dismissal for cause, of the CEO or CFO of the Company or the Company Bank Subsidiary;

(z)with respect to the Company or any Subsidiary, any filing or the making of any petition under Bankruptcy Laws, any general assignment for the benefit of creditors, any admission of an inability to meet obligations generally as they become due or any other act the consequence of which is to subject the Company or any Subsidiary to a proceeding under Bankruptcy Laws;

(aa)any dissolution or winding-up of the Company or the Company Bank Subsidiary;

(bb)any increase or decrease in the size of the Board of Directors, other than as contemplated in this Agreement; or

(cc)entry into any agreement or commitment providing for any of the foregoing.

Section 3.2Implementation.

(f)Any determination by or consent of NAB pursuant to this Article III shall be evidenced in advance by a writing signed on behalf of NAB by a person holding the office of General Manager, Group Development at NAB.

(g)In exercising its rights pursuant to this Article III, NAB may periodically consult with the Independent Directors through the Lead Director.

Article IVINFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING

Section 4.1Information Rights During Full Consolidation Periods.

(h)The Company agrees that, for so long as NAB is required under Applicable Accounting Standards to consolidate the financial statements of the Company with its financial statements, and in any case for all financial periods commencing prior to the earlier of the Non-Control Date and the one-year anniversary of the Less Than Majority Holder Date:

(i)General Principles. The Company shall continue to provide NAB with (A) information and data relating to the business and financial results of the Company and its Subsidiaries and (B) access to the Company’s personnel, data and systems, in each case in the same manner as it does immediately prior to the Completion of the IPO;

(ii)Accounting Systems and Principles. The Company shall maintain accounting principles, systems and reporting formats that are consistent with NAB’s financial accounting practices in effect as of the Completion of the IPO, and shall thereafter in good faith consider any changes to such principles, systems or reporting formats requested by NAB;

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(iii)Controls and Procedures. The Company shall, and shall cause each of its Subsidiaries to (A) maintain Disclosure Controls and Procedures, (B) maintain Internal Control Over Financial Reporting and (C) provide quarterly certifications from its relevant officers and employees regarding Disclosure Controls and Procedures and Internal Control Over Financial Reporting, in accordance with NAB’s internal standards;

(iv)Advance Notice. The Company shall inform NAB promptly of any events or developments that might reasonably be expected to materially affect the Company’s financial condition and results of operations; and

(v)Regulatory Information. Subject to Applicable Law and to the extent provided by the Company and its Subsidiaries prior to the Completion of the IPO, the Company shall provide NAB with copies of, and access to, (A) all reports of examinations and other supervisory visitations regarding the Company or any of its Subsidiaries and prepared by or for any federal or state bank regulatory agency or authority with jurisdiction over the Company or any of its Subsidiaries, and (B) any other supervisory communications to or from any such bank regulatory agency or authority identifying any matter requiring attention or correction by the Company or any of its Subsidiaries or regarding any existing or potential investigation or enforcement action by any such bank regulatory agency relating to the Company or any of its Subsidiaries.

(i)In connection with its provision of information to NAB pursuant to Section 4.1(a), the Company may implement reasonable procedures to restrict access to such information to only those Persons who NAB reasonably determines have a need to access such information.

Section 4.2Information Rights During Equity Accounting Periods. The Company agrees that, during a period that begins when Section 4.1 ceases to apply and ends on such time as NAB shall no longer be required under Applicable Accounting Standards to account in its financial statements for its holdings in the Company under an equity method, unless NAB shall earlier provide written notice to the Company that it is opting-out of this Section 4.2, the Company shall provide NAB with (a) information and data relating to the business and financial results of the Company and its Subsidiaries and (b) access, during normal business hours, to the Company’s personnel, data and systems, in each case to the extent that such information, data or access is required for NAB to meet its legal, financial or regulatory obligations or requirements (as determined by NAB in its reasonable judgment).

Section 4.3General Information Requirements.

(e)All information provided by the Company or any of its Subsidiaries to NAB pursuant to Sections 4.1 and 4.2 shall be in the form and with the level of detail reasonably requested by NAB. All financial statements and information provided by the Company or any of its Subsidiaries to NAB pursuant to Sections 4.1 and 4.2 shall be provided under Applicable Accounting Standards with a reconciliation to GAAP. NAB shall provide the Company with at

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least 30 days’ notice of any change in its administrative practices and policies as they relate to the obligations of the Company pursuant to this Section 4.3(a), including any change in such policies relating to reporting times and delivery methods.

(f)With respect to any information provided by the Company or any of its Subsidiaries to NAB that is contained in, or used in the preparation of, any public disclosure of NAB, the Company shall not provide any such information that contains an untrue statement of a material fact, or omits to state a material fact necessary to make such information not misleading.

(g)With respect to any information provided by NAB or any of its Subsidiaries to the Company that is contained in, or used in the preparation of, any public disclosure of the Company, NAB shall not provide any such information that contains an untrue statement of a material fact, or omits to state a material fact necessary to make such information not misleading.

Section 4.4Reporting Coordination Committee.

(c)To facilitate the coordination of financial reporting, the Company and NAB shall establish a reporting coordination committee, which shall have a membership that includes (i) the CFO of the Company or his or her designee, (ii) a senior member of NAB Group Finance and (iii) such other members as shall be mutually agreed between the Company and NAB.

(d)The reporting coordination committee shall meet at least quarterly to (i) monitor the financial reporting protocols between the Company and NAB and make recommendations as to any appropriate changes, (ii) determine appropriate reporting deadlines consistent with the public reporting obligations of the Company and NAB under Applicable Law, and (iii) make such other determinations regarding reporting procedures, technologies and personnel as shall be necessary or advisable to facilitate accurate and efficient financial reporting between the Company and NAB.

(e)The Parties agree to comply with any determination reached with respect to reporting by the reporting coordination committee to which both the CFO of the Company (or his or her designee) and the senior member of NAB Group Finance serving on the committee shall consent.

Section 4.5Matters Concerning Auditors.

(d)Until the date on which NAB is no longer required under Applicable Accounting Standards to consolidate the Company’s financial statements with its financial statements, NAB shall have full access, during normal business hours, to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor.

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(e)Until the Non-Control Date:

(i)the Company shall provide NAB with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB Auditor in connection with NAB’s internal and external audit function;

(ii)the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or before the date that the NAB Auditor date their report or opinion on NAB’s financial statements, and to enable NAB to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the NAB Auditor pursuant to this Agreement, and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instructions received; and

(iii)upon reasonable notice, the Company shall authorize the Company Auditor to make available to the NAB Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the Company, in all cases within a reasonable time after the Company Auditor’s opinion date, so that the NAB Auditor is able to perform the procedures they consider necessary to take responsibility for the work of the Company Auditor as it relates to the NAB Auditor’s report on NAB’s financial statements, all within sufficient time to enable NAB to meet its timetable for the printing, filing and public dissemination of its financial statements.

(f)Neither Party shall take any action that would cause either the Company Auditor or the NAB Auditor not to be independent with respect to the Company or NAB, respectively.

Section 4.6Release of Information and Public Filings.

(f)Until the Non-Control Date:

(i)to the extent practicable under the circumstances, the Company shall (A) coordinate with NAB with respect to the public release of any material information relating to the Company; and (B) provide NAB with a copy of any such proposed public release no later than two Business Days prior to publication, and shall consider in good faith incorporating any comments provided thereon by NAB and received by the Company reasonably in advance of such publication;

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(ii)to the extent practicable under the circumstances, NAB shall (A) coordinate with the Company with respect to the public release of any material information relating to the Company, and (B) provide the Company with a copy of any such proposed public release no later than two Business Days prior to publication, and shall consider in good faith incorporating any comments provided thereon by the Company and received by NAB reasonably in advance of such publication. Notwithstanding anything to the contrary set forth in this Agreement, except to the extent required by Applicable Law, NAB shall not release any material information relative to the Company prior to the public release thereof by the Company;

(iii)the Company and NAB shall consult on the timing of their annual and quarterly earnings releases and, to the extent practicable, each Party shall give the other Party an opportunity to review the information therein relating to the Company and its Subsidiaries and to comment thereon. In the event that the Company is required by Applicable Law to publicly release information concerning the Company’s financial information for a period for which NAB has yet to publicly release financial information, the Company shall provide NAB notice of such release of such information as soon as practicable prior to such release of such information; and

(iv)each of NAB and the Company shall take reasonable steps to cooperate with each other in connection with the preparation, printing, filing, and public dissemination of their respective annual and quarterly statements, their respective audited annual financial statements, their respective annual reports to stockholders, any other required regulatory filings and, with respect to the Company, annual, quarterly and current reports under the Securities Act, any prospectuses and other filings made with the SEC.

(g)Until the earlier of the Non-Control Date and the one-year anniversary of the Less Than Majority Holder Date, NAB shall have the rights with respect to the Company’s public communications and filings set forth in Schedule 4.6(b); provided, however, that such rights shall not apply to the extent that they would prevent the Company from complying with its disclosure or other obligations under Applicable Law.

Section 4.7Information in Connection with Regulatory or Supervisory Requirements.

(a)For a period of ten years following the Non-Control Date, subject to an extension of up to five years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party and subject to any restrictions contained in Applicable Law:

(i) the Company shall (A) provide, as promptly as reasonably practicable, but in any case within three Business Days of any request from NAB (unless not reasonably available within such time, in which case as soon as possible thereafter), any information, records or documents (1) requested or demanded by

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any Governmental Authority having jurisdiction or oversight authority over NAB or any of its Subsidiaries (including, for the avoidance of doubt, APRA) or (2) deemed necessary or advisable by NAB in connection with any filing, report, response or communication made by NAB or its Subsidiaries with or to a Governmental Authority having jurisdiction or oversight authority over NAB or any of its Subsidiaries (including, for the avoidance of doubt, APRA), whether made pursuant to a specific request from such Governmental Authority or in the ordinary course, and (B) upon reasonable notice, provide access to any Governmental Authority having jurisdiction or oversight authority over NAB or any of its Subsidiaries (including, for the avoidance of doubt, APRA) to its offices, employees and management in a reasonable manner where and as required under Applicable Law; and

(ii)NAB shall provide, as promptly as reasonably practicable, but in any case within three Business Days of any request from the Company (unless not reasonably available within such time, in which case as soon as possible thereafter), any information, records or documents relating to the Company or any of its Subsidiaries (A) requested or demanded by any Governmental Authority having jurisdiction or oversight authority over the Company or any of its Subsidiaries; or (B) deemed necessary or advisable by the Company in connection with any filing, report, response or communication by the Company or its Subsidiaries with or to any Governmental Authority having jurisdiction or oversight authority over the Company or any of its Subsidiaries, whether made pursuant to a specific request from such Governmental Authority or in the ordinary course.

(b)Each Party shall use its reasonable best efforts to keep the other Party informed of the type of information such Party expects to require on a regular basis (including the expected timing requirements for such information) in order to meet its reporting or filing obligations, and the reporting and filing obligations of its Subsidiaries, with Governmental Authorities; provided, however, that no failure to abide by this Section 4.7(b) shall affect the validity of any demand made pursuant to Section 4.7(a).

(c)Each Party shall use its reasonable best efforts to obtain any consent required under Applicable Law to share any information requested pursuant to Section 4.7(a).

Section 4.8Implementation with Respect to Legal Disclosures.

(a)All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted shall be made solely to the office of the General Counsel of the Company, and all responses thereunder shall be made solely to the office of the Head of Corporate Advisory Legal of NAB. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8.

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(b)All requests for information or documents under Sections 4.7(a)(ii) shall be made solely to the office of the Head of Corporate Advisory Legal of NAB, and all responses thereunder shall be made solely to the office of the General Counsel of the Company.

(c)If the Party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 or 6.3 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege.  If needed to preserve a legal privilege, the Parties shall negotiate in good faith and enter into a customary common interest agreement in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Information Party informs the other Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, but only to the extent and for the time necessary to preserve the privileged character thereof.

Section 4.9Information Concerning NAB Equity Awards. Each Party shall provide the other Party with any information reasonably requested in connection with the continued vesting of equity awards granted by NAB to employees of the Company and its Subsidiaries prior to the Completion of the IPO in accordance with their respective terms. In the case of the Company, the information provided shall include, upon request, information concerning the value, vesting schedule and outstanding amount of NAB restricted stock for each employee.

Section 4.10Expenses. The Company shall be responsible for any expenses it incurs in connection with the fulfillment of its obligations under this Article IV, except out-of-pocket expenses incurred with respect to specific requests by NAB for information, documents or access, in excess of amounts historically incurred by the Company (if any) for the provisions of similar information, documents and access.

Article V
EXCHANGE OF COMMON STOCK FOR NON-VOTING COMMON STOCK

Section 5.1Exchange.

(e)Upon at least five Business Days prior written notice from NAB, the Company shall exchange all or part of the shares of Common Stock Beneficially Owned by NAB for an equal number of fully paid and non-assessable shares of Non-Voting Common Stock in accordance with the procedures set forth in this Section 5.1.

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(f)Any notice requesting exchange of shares of Common Stock delivered pursuant to Section 5.1(a) shall contain (i) the name of each registered holder of shares of Common Stock Beneficially Owned by NAB to be exchanged for shares of Non-Voting Common Stock and (ii) the number of shares of Common Stock each such registered holder desires to exchange for shares of Non-Voting Common Stock.

(g)The Company shall promptly deliver to any holder of shares of Common Stock for which an election of exchange is given in accordance with this Section 5.1 a stock certificate in the name of such holder, or evidence of uncertificated shares registered in the name of such holder, representing the applicable number of shares of Non-Voting Common Stock issued in exchange for the shares of Common Stock exchanged. All shares of Non-Voting Common Stock issued in exchange for shares of Common Stock pursuant to this Section 5.1 shall be validly issued and, upon issuance, fully paid and non-assessable.

(h)The Company shall bear all costs and expenses incurred by it in connection with, and any issuance tax (other than stock transfer tax) resulting from, the exchange of shares of Common Stock pursuant to this Section 5.1.

(i)The Company shall from time to time reserve for issuance out of its authorized but unissued shares of Non-Voting Common Stock, or shall keep available (solely for the purposes of issuance upon exchange of shares of Common Stock) shares of Non-Voting Common Stock held by the Company as treasury stock, the number of shares of Non-Voting Common Stock into which all outstanding shares of Common Stock held by NAB or a Subsidiary of NAB may be exchanged.

Article VIOTHER PROVISIONS

Section 6.1Related Party Transactions Policy. The review and approval of the audit committee in accordance with the charter of the audit committee and the Company’s related party transaction policy shall be required prior to the Company or any Subsidiary of the Company entering into (i) any transaction that would be reportable by the Company pursuant to Item 404(a) of Regulation S-K in the Company’s subsequent Annual Report on Form 10-K or (ii) any material amendment to this Agreement.

Section 6.2Certain Policies and Procedures.

(f)Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of NAB, and take into account the interests of NAB therein.

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(g)During any period in which NAB is deemed to control the Company for U.S. or Australian regulatory purposes, and in any case at all times prior to the Non-Control Date, the Company and its Subsidiaries:

(iii)shall not adopt or implement any policies or procedures, and at NAB’s reasonable request, shall refrain from taking any actions, that would cause NAB to violate any Applicable Law;

(iv)shall, prior to implementing, amending or rescinding any Critical Policy, consult with NAB (through one or more NAB Directors, if any shall be in office at such time, or else through the Head of Corporate Advisory Legal of NAB), and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of NAB with respect thereto; and

(v)shall maintain and observe the policies of NAB to the extent necessary for NAB to comply with its legal and regulatory obligations under Applicable Law;

provided, that this Section 6.2(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company or any of its Subsidiaries to violate Applicable Law.

Section 6.3Access to Personnel and Data. In addition to the rights set forth elsewhere in this Agreement, until the Non-Control Date:

(g)the Company and its Subsidiaries shall continue to provide Representatives of NAB with reasonable access to the Company’s personnel (including senior-level management and other employees) and data, in a manner consistent with the status of the Company as a consolidated Subsidiary of NAB (if then applicable) and NAB’s control of the Company and its Subsidiaries for purposes of the BHC Act; and

(h)NAB shall continue to provide Representatives of the Company with reasonable access to NAB’s personnel (including senior-level management and other employees) and data, in a manner consistent with the status of NAB as the corporate parent of the Company (if then applicable).

Section 6.4Internal Communications Protocols. In addition to the rights set forth elsewhere in this Agreement, until the Non-Control Date, the Company agrees to consult with NAB prior to issuing any internal communications which could reasonably be expected to be material to NAB or to NAB’s control of the Company for purposes of the BHC Act.

Section 6.5Access to Historical Records. For a period of ten years following the Non-Control Date, subject to an extension of up to five years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, NAB and the Company shall retain the right to access such records of the other which exist resulting from NAB’s control or ownership of all or a portion of the Company and its Subsidiaries. Upon reasonable notice and at each Party’s own expense, NAB (and its authorized Representatives) and the Company (and its

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authorized Representatives) shall be afforded access to such records at reasonable times and during normal business hours, and each Party (and its authorized Representatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided that access to such records may be denied if (a) NAB or the Company, as the case may be, cannot demonstrate a legitimate business need (during the ten year period following the Non-Control Date), or a legal, tax or regulatory requirement (during the extension period described above), for such access to the records; (b) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (c) a bona fide competitive reason exists to deny such access; (d) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (e) such access would serve as a waiver of any privilege afforded to such record; or (f) such access would unreasonably disrupt the normal operations of NAB or the Company, as the case may be.

Section 6.6Confidentiality.

(d)Subject to Section 6.6(b), from and after the date hereof, each Party that receives or obtains Confidential Information, or whose Subsidiaries receive or obtain Confidential Information (collectively, the “Receiving Party”), from the other Party or any of its Subsidiaries (collectively, the “Disclosing Party”) as a result of the transactions contemplated by this Agreement shall treat such Confidential Information as confidential, shall use such Confidential Information only for the purposes of performing or giving effect to this Agreement and shall not disclose or use any such Confidential Information except as provided herein.

(e)Section 6.6(a) shall not prohibit disclosure or use of any Confidential Information if and to the extent:

(i)the disclosure or use is required by Applicable Law, any Governmental Authority (provided that, to the extent practicable and permitted by Applicable Law, prior to such disclosure or use the Receiving Party shall (a) promptly notify the Disclosing Party of such requirement and provide the Disclosing Party with a list of Confidential Information to be disclosed (unless the provision of such notice is not permissible under Applicable Law) and (b) reasonably cooperate in obtaining a protective order covering, or confidential treatment for, such Confidential Information);

(ii)the disclosure to any Governmental Authority having jurisdiction over the Receiving Party in connection with ordinary course discussions with, and examinations by, such Governmental Authority;

(iii)the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made in connection with the tax affairs of the Disclosing Party;

(iv)the disclosure is made to the Receiving Party’s Representatives on a need-to-know basis (with the understanding that the Receiving Party shall be responsible for any breach by such Persons of this Section 6.6);

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(v)the Confidential Information is or becomes generally available to the public (other than as a result of an unauthorized disclosure, directly or indirectly, by the Receiving Party or its Representatives);

(vi)the Confidential Information is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party (provided that such sources are not known by the Receiving Party to be subject to another confidentiality obligation);

(vii)the disclosure or use of such Confidential Information is made with the Disclosing Party’s prior written approval; or

(viii)subject to Applicable Law, the disclosure or use of such Confidential Information is made by NAB or any of its Subsidiaries in connection with the sale of any shares of Common Stock or Non-Voting Common Stock Beneficially Owned by NAB or any of its Subsidiaries (provided that the recipient of any such Confidential Information shall agree to keep such Confidential Information confidential on terms and conditions that are no less favorable to the Company and its Subsidiaries than the provisions of this Section 6.6).

(f)Each Party’s Confidential Information shall remain the property of that Party except as expressly provided otherwise by the other provisions of this Agreement. Except as otherwise provided in this Agreement, each Party shall use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature.

(g)In the event of any disclosure or loss of any Confidential Information of the Disclosing Party due to the fault of the Receiving Party, the Receiving Party shall promptly, at its own expense: (a) notify the Disclosing Party in writing; and (b) cooperate in all reasonable respects with the Disclosing Party to minimize the violation and any damage resulting therefrom.

(h)For the avoidance of doubt, any NAB Director may disclose any information about the Company and its Subsidiaries received by such NAB Director (whether or not in his capacity as a Director of the Company) to the other NAB Directors and to NAB and its Subsidiaries, provided that any such information disclosed that would otherwise constitute Confidential Information shall be treated by NAB and its Subsidiaries in accordance with this Section 6.6.

Section 6.7Director and Officer Indemnification; Liability Insurance.

(a)Until at least the day after the last date on which a NAB Individual is a Director, officer or employee of the Company, the Company shall grant indemnification (including advancement of expenses) to each such Director, officer and employee of the Company to the greatest extent permitted under Section 145 of the General Corporation Law of the State of Delaware and other Applicable Law.  Such indemnification and advancement shall continue

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as to any NAB Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by Applicable Law) in the Company’s indemnification or advancement policies following such date, and (ii) with respect to liabilities existing or arising from events that have occurred on or prior to such date, notwithstanding such NAB Individual’s ceasing to be a Director, officer or employee of the Company.

(b)As of the date of this Agreement, NAB has procured on behalf of the Company insurance coverage with respect to (i) director and officer liability (“D&O Coverage”) and fiduciary liability (“Fiduciary Coverage”) covering Directors, officers and employees of the Company, including NAB Individuals serving in any such capacity at the Company, and (ii) liabilities under U.S. federal and state securities laws (“Securities Coverage” and, together with the D&O Coverage and the Fiduciary Coverage, the “Agreed Coverage”) covering Directors, officers and employees of the Company, NAB Individuals, the Company, NAB and respective Subsidiaries of the Company and NAB equally and to the same extent. As used in this Section 6.7, the terms “D&O Coverage”, “Fiduciary Coverage”, “Securities Coverage” and “Agreed Coverage” shall mean the coverages in place as of the date of this Agreement as well as any renewal, amendment, endorsement or replacement (each, a “Coverage Change”) of such coverages. A change in premium for any such Agreed Coverage shall not be considered a “Coverage Change.”

(c)At all times prior to the one-year anniversary of the Less Than Majority Holder Date, NAB shall provide the Agreed Coverage contemplated by this Section 6.7 to the Company in accordance with the terms and conditions of the Transitional Services Agreement, and the Parties shall take all actions reasonably necessary to cause the Agreed Coverage with respect to the Company and its Subsidiaries to be renewed annually and kept in full force and effect. From and after the one-year anniversary of the Less Than Majority Holder Date, the Company shall annually renew and keep in full force and effect the Agreed Coverage contemplated by this Section 6.7. Notwithstanding anything in this Section 6.7 to the contrary, nothing shall obligate the Company to maintain the Agreed Coverage or notify NAB of any proposed Coverage Change following the day after the last date on which a NAB Individual is a Director, officer or employee of the Company.

(d)Subject to the provisions of this Section 6.7, (i) the D&O Coverage and Fiduciary Coverage shall at all times be on substantially the same terms as on the date hereof (or, if substantially the same terms are not available, the best market terms then available) in order to cover any claims made on or prior to the sixth anniversary of the last date on which any NAB Individual is a Director, officer or employee of the Company, and (ii) the Securities Coverage shall at all times be on substantially the same terms as on the date hereof (or, if substantially the same terms are not available, the best market terms then available) in order to cover any claims made on or prior to the sixth anniversary of the last date on which the closing occurred for any offering of securities by the Company (A) in which NAB or any of its Subsidiaries is a selling or controlling securityholder or (B) completed while any NAB Individual is a Director (or was named in any Registration Statement of the Company under the Securities Act for such offering as about to become a Director of the Company), officer, employee of the Company. The

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Company shall at all times be responsible for the cost of that portion of the Agreed Coverage that covers Directors, officers and employees of the Company, including NAB Individuals serving in any such capacity at the Company.

(e)After the one-year anniversary of the Less Than Majority Holder Date, the Company shall supply NAB with copies of any policies of insurance, binders, proposed terms or wording and other relevant information or documents with respect to the Agreed Coverage or any actual or proposed Coverage Change regarding the Agreed Coverage or Coverage Change promptly upon receipt of any written request for such materials from NAB.

(f)From and after the one-year anniversary of the Less Than Majority Holder Date, NAB shall receive reasonable prior notice of any proposed Coverage Change. No Coverage Change shall become effective that would have the effect of making the Agreed Coverage (i) less favorable to NAB Individuals in comparison to Directors, officers or employees of the Company than is the Agreed Coverage prior to such Coverage Change, or (ii) less favorable to NAB and its Subsidiaries in comparison to the Company and its Subsidiaries than is the Agreed Coverage prior to such Coverage Change without the prior written consent of NAB.

(g)If a Coverage Change to the Securities Coverage is required by the relevant insurers because certain terms and conditions are no longer available, and such Coverage Change would have the effect of making the Securities Coverage (i) less favorable to NAB Individuals in comparison to other Directors, officers, employees or agents of the Company than the Securities Coverage prior to such Coverage Change, or (ii) less favorable to NAB and its Subsidiaries in comparison to the Company and its Subsidiaries than is the Securities Coverage prior to such Coverage Change, NAB shall have the option of either (x) consenting to such Coverage Changes, or (y) requiring the Company to procure “run-off” or “tail” coverage on behalf of NAB for Securities Coverage for a period of time equal to the statute of limitations applicable to the last offering covered by the Securities Coverage. Such “run-off” or “tail” coverage must remain part of the same policy otherwise kept in force by the Company in order to ensure that there are not two separate policies covering a NAB Individual with respect to claims made under the D&O Coverage, including the Securities Coverage. The cost of such “run-off” or “tail” coverage shall be borne by the Company.

(h)From and after the one-year anniversary of the Less Than Majority Holder Date, NAB may at any time request in writing a Coverage Change with respect to the Securities Coverage of NAB Individuals or NAB or any of its Subsidiaries. The Company shall use reasonable best efforts to effect such Coverage Change so long as such Coverage Change would not have the effect of making the Agreed Coverage (i) less favorable to the Company or any of its Subsidiaries or any Director, officer or employee of the Company and its Subsidiaries than the Agreed Coverage prior to such Coverage Change, (ii) more favorable to NAB Individuals in comparison to Directors, officers or employees of the Company than is the Agreed Coverage prior to such Coverage Change, or (iii) more favorable to NAB and its Subsidiaries in comparison to the Company and its Subsidiaries than is the Agreed Coverage prior to such Coverage Change. If such Coverage Change would increase the premium for such coverage above the premium that would prevail in the absence of such Coverage Change, NAB shall reimburse the Company

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for the total cost of such Coverage Change. NAB may request, at any time, the termination of the Securities Coverage by advanced written notice to the Company. Upon receipt of such notice, the Company shall use reasonable best efforts to promptly terminate such coverage.

(i)In the event that any insured makes a claim or delivers a notice of circumstances under any insurance policy providing the Agreed Coverage, then each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and NAB (with respect to claims or notices by NAB or any of its Subsidiaries or any NAB Individual) shall promptly provide written notice to the other of such claim or notice of circumstances and shall continue to keep the other informed of the status and progress of such claim or notice of circumstances, including providing copies of such relevant documentation and correspondence with the insurers as the other may request; provided that any applicable attorney-client privilege and attorney-work product protection are protected and preserved with respect to such matters (including, if necessary, by negotiating in good faith and entering into a customary common interest agreement).

(j)In the event that multiple insureds make claims or deliver notices of circumstances with respect to the same underlying events or facts under any insurance policy providing the Agreed Coverage, then each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and NAB (with respect to claims or notices by NAB or any of its Subsidiaries or any NAB Individual) shall cooperate with the other in connection with (i) the defense of allegations from third parties with respect to the underlying events or facts, and (ii) dealing with the insurers providing the Agreed Coverage with respect to asserting rights to coverage in respect of such third party claims and the underlying events or facts, in all cases with the intention of seeking to maximize the aggregate benefits to all insureds under the Agreed Coverage in respect of such third party claims and the underlying events or facts; provided that any applicable attorney-client privilege and attorney-work product protection are protected and preserved with respect to such matters (including, if necessary, by negotiating in good faith and entering into a customary common interest agreement).

(k)In the event that any conflict of interest arises between insureds that make claims or deliver notices under any Agreed Coverage, then each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and NAB (with respect to claims or notices by NAB or any of its Subsidiaries or any NAB Individual) shall use reasonable best efforts to resolve such conflict or to manage it in such a way as to maximize the aggregate benefits to all insureds under the Agreed Coverage.

Section 6.8Non-Competition.

(a)From the date this Agreement becomes effective until the two-year anniversary of the earlier of (1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to:

(vi)control, for purposes of the BHC Act, a bank for purposes of the BHC Act or an insured institution for purposes of the BHC Act, having a main office or

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one or more branches in any of the Company States (a “Competing Branch Bank”); or

(vii)own, manage or operate, or participate in the ownership, management or operation of, any business principally engaged in making (A) consumer loans to individuals or households located in the Company States or (B) loans to businesses located in the Company States with total annual revenues of less than $250,000,000 (any such business, a “Competing Lending Business,” and either a Competing Branch Bank or Competing Lending Business, a “Competing Business”).

(b)Notwithstanding anything in Section 6.8(a) to the contrary, NAB and its Affiliates shall not be prohibited or prevented from:

(v)owning, managing or operating, or participating in the ownership, management or operation of, the Company and its Subsidiaries;

(vi)operating any business or engaging in any activity conducted by the New York Branch of NAB during the five years preceding the date hereof;

(vii)owning, managing or operating, or participating in the ownership, management or operation of, any Competing Branch Bank with its main office and all of its branches solely outside the Company States;

(viii)performing any act or conducting any business expressly required by any agreement related to the IPO;

(ix)acquiring the capital stock or other equity interests of a Person engaged in a Competing Business that would otherwise constitute an exempt investment under Section (4)(c)(6) of the BHC Act;

(x)making any investment (or engaging in an activity related thereto) in a fiduciary, custodial or agency capacity and carried out, either directly or indirectly, on behalf of clients or other third party beneficiaries;

(xi)engaging in any investment management or asset management activity or in any activity related to the provision of asset management or investment management services, including those activities and services involving the use of mutual funds or private funds;

(xii)providing any products and services as part of the conduct of MLC Limited and its Subsidiaries substantially as comparable businesses are conducted in the United States;

(xiii)owning or affiliating with, or conducting any other activity prohibited under Section 6.8(a) with respect to, a person that conducts, either directly or indirectly, a Competing Business and that prior to the consummation of the transactions referred to in clause (A) or (B) below was not an Affiliate of NAB or

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any of its Affiliates (any such person, together with all of its Affiliates, a “Competing Person”) if such ownership, affiliation or other activity is the result of (A) any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving NAB or any of its Affiliates with any Competing Person or (B) the acquisition of any Competing Person or any interests in or securities of any Competing Person by NAB or any of its Affiliates, if, in the case of either (A) or (B), no more than 50% of the total consolidated revenues (including as revenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership, affiliation or other activity relates to a Competing Business operated in the Company States;

(xiv)acquiring any equity securities or other assets in satisfaction of a debt previously contracted in a distressed or troubled situation;

(xv)making loans or providing other services to businesses that own, manage or operate, or that participate in the ownership, management or operation of, a Competing Business; or

(xvi)acting in the ordinary course of their respective businesses, including without limitation dealing in any securities and acting in the course of trading, dealing, broking, margin lending, custodial, life insurance, funds management, investment planning, advisory services, derivatives issuance and risk management and investment banking.

(c)From the date this Agreement becomes effective until the two-year anniversary of the earlier of (1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, and shall cause its Subsidiaries not to, directly or indirectly solicit for employment or any similar arrangement or hire any officer or employee of the Company or any of its Subsidiaries; provided, however, that this Section 6.8(c) shall not apply to (i) any Person no longer employed by the Company or any of its Subsidiaries, (ii) any general solicitations for employment through advertisements or other means not targeted at officers or employees of the Company or any of its Subsidiaries (and the hiring of any Persons identified by such general solicitations), and (iii) any Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such Person for employment or any similar arrangement in any manner prohibited by this Section 6.8(c).

(d)NAB agrees that (i) if any restraint set forth in this Section 6.8 is unenforceable, illegal or void, that restraint is severed and the other restraints remain in force, (ii) if any restraint set forth in this Section 6.8 is void for being unreasonable, or would be reasonable if part of the wording was deleted or the period of time was reduced, the restraints will apply with the modifications necessary to make them reasonable, (iii) each of the restraints set forth in this Section 6.8 goes no further than is reasonably necessary to protect the Company’s corporate legitimate business interests, (iv) adequate and sufficient consideration has been received for the restraints set forth in this Section 6.8, (v) compliance with this Section 6.8 will

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not result in severe economic hardship for NAB, (vi) any breach by NAB of the restraints in Section 6.8 would lead to substantial loss to the Company and that the Company would not have entered into this Agreement if NAB did not agree to this Section 6.8, and (vii) nothing in this Section 6.8 will be construed as preventing the Company from pursuing any and all remedies available to it for the breach or threatened breach of this Section 6.8, including recovery of money damages or temporary or permanent injunctive relief.

Article VII
INDEMNIFICATION

Section 7.1Indemnification.

(a)NAB hereby agrees to indemnify, defend and hold harmless the Company, its Subsidiaries and their respective directors, officers, stockholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such, from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by, or asserted against, any such Person, whether in respect of third-party claims, claims between NAB and its Subsidiaries, on the one hand, and the Company and its subsidiaries, on the other hand, or otherwise, arising out of or as a result of any breach by NAB or any of its Subsidiaries of this Agreement.

(b)The Company hereby agrees to indemnify, defend and hold harmless the NAB, its Subsidiaries and their respective directors, officers, stockholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such, from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by, or asserted against, any such Person, whether in respect of third-party claims, claims between NAB and its Subsidiaries, on the one hand, and the Company and its subsidiaries, on the other hand, or otherwise, arising out of or as a result of any breach by the Company or any of its Subsidiaries of this Agreement.

Section 7.2Claims for Indemnification.

(a)Notice of Claim. Any Person who is claiming indemnification pursuant to the provisions of Section 7.1 (the “Indemnified Person”) shall deliver a written notification to the Person to provide indemnification under this Agreement (the “Indemnifying Person”) of each such claim for indemnification no later than 10 Business Days after such claim becomes known to the Indemnified Person, specifying the facts known to such Indemnified Person constituting the basis for, and the amount (if known) of (including the basis of calculation of such amount), the claim asserted (a “Claim Notice”). Such written notice shall be accompanied by a copy of all papers served, if any, and any memoranda, recordings or other records of the Indemnified Person relating to the claim. Failure of the Indemnified Person to give such notice or to give such notice in such form shall not relieve the Indemnifying Person from its obligations under this Agreement except to the extent that the Indemnifying Person is actually and materially prejudiced by such failure.

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(b)Defense and Settlement of Third-Party Claims.

(v)The Indemnifying Person shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to assume the defense of the Indemnified Person against any Third-Party Claim specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party Claim, the Indemnifying Person shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no injunctive or equitable relief is entered against any Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability.

(i)If the Indemnifying Person elects not to defend the Indemnified Person against such Third-Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to assume its own defense; itbeingunderstood that the Indemnified Person’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not settle a Third-Party Claim without the consent of the Indemnifying Person and, if applicable, its respective insurer.

(ii)Each Party shall cooperate, and shall cause its respective Representatives and Subsidiaries to corporate, with the other in order to ensure the

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proper and adequate defense of any such Third-Party Claim, including by providing access to relevant business records, other documents and employees. Each Party shall use reasonable best efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and other Persons representing any party to such Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privilege.

(c)Response to Claims Not Involving Third-Party Claims. In the event any Indemnifying Person receives a Claim Notice from an Indemnified Person pursuant to Section 7.2(a) that does not involve a Third-Party Claim, the Indemnifying Person shall notify the Indemnified Person within 30 Business Days following its receipt of such notice whether the Indemnifying Person disputes its liability to the Indemnified Person under this Article VII.

Section 7.3Indemnification Limitations.

(a)Subject to the other provisions of this Article VII, each Indemnified Person shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.

(b)Each Indemnified Person shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 7.1. In the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts.

(c)Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of the Indemnified Person against the relevant third party in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Person recovers full payment for such Loss, any and all claims of the Indemnifying Person against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Person’s rights against such third party. Without limiting the generality of any other provision of this Agreement, each such Indemnified Person and Indemnifying Person will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

Section 7.4Payments. The Indemnifying Person shall pay all amounts payable pursuant to this Article VII by wire transfer of immediately available funds, promptly following receipt from an Indemnified Person of a bill, together with all accompanying reasonably detailed back-up documentation, for a Loss that is the subject of indemnification under this Agreement, unless the Indemnifying Person in good faith disputes the Loss, in which event it shall so notify the Indemnified Person. In any event, the Indemnifying Person shall pay to the Indemnified Person, by wire transfer of immediately available funds, the amount of any Loss for which the Indemnifying

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Person is liable under this Agreement no later than three Business Days following any Final Determination of any dispute with respect to such Loss finding the Indemnifying Person’s liability therefor. Any Losses for which an Indemnified Person is entitled to indemnification or contribution under this Article VII shall be paid by the Indemnifying Person to the Indemnified Person as such Losses are incurred.

Section 7.5Investigation. The indemnity agreements contained in this Article VII shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Indemnified Person, any Indemnifying Person, or any of their respective officers, directors, stockholders or employees.

Article VIIISETTLEMENT; DISPUTE RESOLUTION

Section 8.1Resolution Procedure. Prior to the initiation of legal proceedings, other than the proceedings referred to in Section 8.4, each Party agrees to use its commercially reasonable efforts to resolve disputes under this Agreement by a negotiated resolution between the Parties or as provided for in this Article VIII.

Section 8.2Exchange Of Written Statements. In the event of a dispute under this Agreement, either Party may give a notice to the other of a dispute. Not later than 30 days after such notice (or such later date as agreed by the Parties), unless the dispute has been resolved in the interim, NAB and the Company shall each submit to the other a written statement setting forth their respective description of the dispute and of the positions of the Parties on such dispute and their respective recommended resolution and the reasons why such recommended resolution is fair and equitable in light of the terms and spirit of this Agreement. Such statements represent part of a good-faith effort to resolve a dispute and as such, no statements prepared by any Party pursuant to this Article VIII may be introduced as evidence or used as an admission against interest in any arbitral or judicial resolution of such dispute.

Section 8.3Good-Faith Negotiations. After the simultaneous exchange of such written statements, NAB and the Company shall promptly commence good-faith negotiations to resolve such dispute but without any obligation to resolve it. The negotiating meetings may be conducted by teleconference or in person, as the Parties deem appropriate. If the Parties, acting reasonably and in good faith, are unable to resolve the dispute within 30 days following the commencement of negotiations, then either Party may commence legal proceedings in any court of competent jurisdiction.

Section 8.4Injunctive Relief.

(a)The Parties recognize and acknowledge that in the event of a potential, anticipatory or actual breach of this Agreement, it may be necessary or appropriate for the non-breaching Party to seek injunctive relief, if and to the extent legally available, in order to avoid harm or further harm to the non-breaching Party. If a Party desires injunctive relief, it may pursue the same in any court of competent jurisdiction; provided, however, that, if granted, such injunctive relief shall apply only to prevent a breach or further breaches and shall remain in effect

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only so long as the court deems necessary or appropriate to permit resolution of the underlying disputes in accordance with this Article VIII. Neither the seeking of injunctive relief nor the granting thereof is intended or shall result in the application of a substantive or procedural law other than the applicable governing law pursuant to this Agreement.

(b)The Parties expressly recognize and acknowledge that immediate, extensive and irreparable damage would result, that no adequate remedy at law would exist and that damages would be difficult to determine in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Each Party further agrees that in the event of any action by the other Party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds. Neither Party shall be required to obtain or furnish any bond or similar instrument in connection with or as a condition to obtaining or seeking any such remedy.

Section 8.5Limitations on Damages. Neither Party shall be liable or responsible for (i) any Losses that are not direct, actual damages or (ii) any consequential, punitive, special or speculative damages or lost profits, in each case, with respect to any claim made under or in respect of this Agreement.

Article IXGENERAL PROVISIONS

Section 9.1Obligations Subject to Applicable Law. The obligations of each Party under this Agreement shall be subject to Applicable Law, and, to the extent inconsistent therewith, the Parties shall adopt such modified arrangements as are as close as possible to the requirements of this Agreement while remaining compliant with Applicable Law, provided, however, that the Company shall fully avail itself of all exemptions, phase-in provisions and other relief available under Applicable Law before any modified arrangements shall be adopted.

Section 9.2Notices. Unless otherwise provided in this Agreement, All notices, requests, demands and other communications required hereunder shall be in writing and shall be deemed to have been duly given or made if delivered personally, sent by facsimile transmission confirmed in writing within two Business Days, confirmed electronic mail, or sent by prepaid overnight, trackable courier service, as follows:

If to NAB, to:
National Australia Bank Limited
Pier 3 Level 4
800 Bourke Street
Docklands, Victoria, Australia 3008
Attention: HO Corporate Advisory Legal
Facsimile: +61 1300 728 820
Email: notices@nab.com.au

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If to the Company:
Great Western Bank
100 North Phillips Avenue
Sioux Falls, South Dakota 57104
Attention:  General Counsel
E-mail:  donald.straka@greatwesternbank.com
Fax:  (605) 373-3151

Any Party may change the address or fax number to which such communications are to be sent to it by giving written notice of change of address to the other Parties in the manner provided above for giving notice.

Section 9.3Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Except as expressly provided in this Agreement, this Agreement and all rights hereunder may not be assigned by any Party except by prior written consent of the other Party, and any purported assignment without such consent shall be null and void. The Parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective Subsidiaries; provided that the provisions of Article VII shall inure to the benefit of each of the Indemnified Persons.

Section 9.4Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the Parties shall in good faith use reasonable best efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 9.5Entire Agreement; Amendment. All schedules included with this Agreement shall be deemed to be incorporated into and made part of this Agreement. This Agreement, together with the Transitional Services Agreement, contains the entire agreement and understanding between the Parties with respect to the subject matter hereof (and supersedes any prior agreements, arrangements or understandings between the Parties with respect to the subject matter hereof) and there are no agreements, representations, or warranties with respect to the subject matter hereof which are not set forth in this Agreement. This Agreement may not be amended or revised except by a writing signed by the Parties.

Section 9.6Waiver. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provision or condition of this Agreement shall be effective only to the extent specifically set forth in writing. Notwithstanding any provision set forth in this Agreement, no Party shall be required to take any action or refrain from taking any action that would cause it to violate any Applicable Law, statute, legal restriction, regulation, rule or order of any Governmental Authority.

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Section 9.7Governing Law; Consent to Jurisdiction. The execution, interpretation, and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to any conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of New York. EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY EXCLUSIVELY SUBMITS TO THE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION, APPEAL OR OTHER PROCEEDING UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS.

Section 9.8Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION, APPEAL, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH, OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, AND NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY SUCH LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 9.9Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when counterparts, individually or taken together, shall bear the signatures of all of the Parties reflected hereon as the signatories. The execution and delivery of this Agreement may be effected by facsimile or any other electronic means such as “.pdf” or “.tiff” files.

Section 9.10Further Assurances. Each Party hereto shall, on notice of request from any other Party hereto, take such further action not specifically required hereby at the expense of the requesting Party, as the requesting Party may reasonably request for the implementation of the transactions contemplated hereby.

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Section 9.11Term; Survival. The covenants, obligations and other agreements contained in this Agreement shall continue until such time as they are fully performed or satisfied in accordance with their terms, or are no longer required to be performed or satisfied; provided that no covenant, obligation or other agreement shall be considered to be performed or satisfied to the extent of any breach of such covenant, obligation or other agreement.

Section 9.12Subsidiary and Affiliate Action. Wherever a Party has an obligation under this Agreement to “cause” a Subsidiary or Affiliate of such Party or any such Subsidiary’s or Affiliate’s officers, directors, management or employees to take, or refrain from taking, any action, or such action that may be necessary to accomplish the purposes of this Agreement, such obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Subsidiary or Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or Affiliate of a Party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or Affiliate, or any such Subsidiary’s or Affiliate’s officers, directors, management or employees, to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, NAB and the Company, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, to take, or refrain from taking, any action otherwise contemplated herein. Any failure by an Affiliate of NAB or the Company to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by NAB or the Company, respectively.

Section 9.13Expenses. Except as otherwise expressly provided in this Agreement, each Party will bear all expenses incurred by it in connection with the performance of its obligations under this Agreement.

Section 9.14Conditions Precedent. The provisions of this Agreement will only take effect upon the Consummation of the IPO and only if the IPO is consummated by October 30, 2014 (or such later date as may be agreed to in writing by the Parties).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Stockholder Agreement to be executed and delivered as of the date first above written.

NATIONAL AUSTRALIA BANK LIMITED

By:	/s/ Simon Moore
	Name:	Simon Moore
	Title:	Executive General Manager,
		Group Development

By:	/s/ Donald J. Straka
	Name:	Donald J. Straka
	Title:	General Counsel and Secretary

[Signature Page to Stockholder Agreement]

Schedule 2.1(f)
Lead Director Responsibilities

As provided in Section 2.1(f), in circumstances in which the non-management Directors meet without any management present, the Lead Director shall preside over such meetings of the Board of Directors. When the Chairperson of the Board of Directors is absent, the Lead Director shall preside over meetings of the Board of Directors. The Lead Director shall also have the authority:

• To call meetings of the Independent Directors;

• To consult on and approve Board of Directors meeting agendas;

• To consult and approve Board of Directors meeting schedules to ensure there is sufficient time for discussion of all agenda items;

• Together with the chair of the compensation committee of the Board of Directors, to coordinate the evaluation of the performance of the CEO by the non-management Directors;

• To serve as liaison between the non-management members of the Board of Directors and the Chairperson of the Board of Directors, and as a contact person to facilitate communications by the Company’s employees, stockholders and others with the non-management members of the Board of Directors; and

• To review the quality, quantity, appropriateness and timeliness of information provided to the Board of Directors.

•

Schedule 4.6(b)
Public Reporting Protocol

Item / Principle	Principal Contact / Addressee	Lead Time
The Board of Directors has oversight and sign-off on communications strategy, timing and content, any significant changes to which will be reported to NAB.	The Heads of Corporate Communications, Investor Relations and other functions of the Company to contact Head of Group Media of NAB or other relevant NAB personnel	As needed
Use reasonable best efforts to inform NAB timely and adequately of any development / information that may be considered (i) price sensitive for NAB or (ii) may otherwise have a significant adverse effect on NAB, its financial condition or reputation so that NAB can issue a press release, should NAB deem it necessary.	The Head of Corporate Communications of the Company to contact EGM Investor Relations, Head of Corporate Advisory Legal and Head of Group Media of NAB	At least one week in advance to the extent practicable and reasonable
Use reasonable best efforts to inform NAB timely and adequately of considerations, strategy, content and timing of Company press releases.	The Head of Corporate Communications of the Company to contact the Head of Group Media of NAB	At least one week in advance to the extent practicable and reasonable
Use reasonable best efforts to provide any internal communications that could reasonably be considered material to NAB.	The Head of Corporate Communications of the Company to contact the Head of Group Media of NAB	At least one week in advance to the extent practicable and reasonable

EX-10.2

Exhibit 10.2

TRANSITIONAL SERVICES AGREEMENT
betweenNATIONAL AUSTRALIA BANK LIMITED
andGREAT WESTERN BANCORP, INC.
_____________________
Dated as of October 20, 2014

TABLE OF CONTENTS

PAGE

Article I

DEFINITIONS

Section 1.1    Definitions    1

Section 1.2    Interpretation    6

Article II

SERVICES AND PROCEDURES

Section 2.1    Provision of Services    7

Section 2.2    Replacement Services    7

Section 2.3    Standard of Performance; Scope of Service    7

Section 2.4    Service Coordinator    7

Section 2.5    Third-Party Providers    8

Section 2.6    Service Provider’s Employees    9

Section 2.7    Availability of Information and Records; Audit    9

Section 2.8    Limited Warranty    10

Section 2.9    Transition Support    10

Section 2.10    Exclusivity    11

Article III

FEES AND PAYMENTS

Section 3.1    Fees for Services    11

Section 3.2    Capital Expenditures    12

Section 3.3    No Set-Off; Netting    12

Section 3.4    Taxes    12

Article IV

TERM AND TERMINATION

Section 4.1    Term    13

Section 4.2    Termination    13

Section 4.3    Extension of Service Term    14

Section 4.4    Effect of Termination    14

Article V

INDEMNIFICATION

Section 5.1    Indemnification by NAB    15

Section 5.2    Indemnification by GWB    15

Section 5.3    Claims for Indemnification    15

Section 5.4    Indemnification Limitations    17

Section 5.5    Payments    18

Article VI

INTELLECTUAL PROPERTY

Section 6.1    Ownership of Intellectual Property    18

Section 6.2    Licensing of Intellectual Property    18

Section 6.3    Ownership of Data    19

Article VII

CONFIDENTIALITY; SYSTEMS SECURITY

Section 7.1    Confidentiality    19

Section 7.2    Systems Security    19

Article VIII

SETTLEMENT; DISPUTE RESOLUTION

Section 8.1    Resolution Procedure    20

Section 8.2    Exchange Of Written Statements    21

Section 8.3    Good-Faith Negotiations    21

Section 8.4    Injunctive Relief    21

Section 8.5    Limitations on Damages    21

Article IX

MISCELLANEOUS

Section 9.1    Notices    22

Section 9.2    Binding Effect; Assignment; No Third-Party Beneficiaries    22

Section 9.3    Severability    22

Section 9.4    Entire Agreement; Amendment    23

Section 9.5    Waiver    23

Section 9.6    Governing Law; Consent to Jurisdiction    23

Section 9.7    Waiver of Jury Trial    23

Section 9.8    Counterparts    24

Section 9.9    Relationship of the Parties    24

Section 9.10    Force Majeure    24

Section 9.11    Further Assurances    24

Section 9.12    Conditions Precedent    25

EXHIBITS

Exhibit A    Services

TRANSITIONAL SERVICES AGREEMENT

Transitional Services Agreement, dated October 20, 2014 (this “Agreement”), between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (“GWB”).

RECITALS

A.GWB is an indirect, wholly owned subsidiary of NAB, and GWB and its Subsidiaries rely on NAB and its Subsidiaries for the provision of certain services.

B.NAB intends to divest itself of its ownership interest in GWB and, in connection therewith, a subsidiary of NAB intends to sell shares of common stock, par value $0.01 per share, of GWB representing approximately 31.8% of the outstanding common stock of GWB as of the date hereof in GWB’s initial public offering registered with the U.S. Securities and Exchange Commission on Form S-1 (the “IPO”).

C.In connection with such divestiture, GWB requires certain services, as specified and on the terms contained in this Agreement, to be provided to it and its Subsidiaries on a transitional basis on and following the effective date of this Agreement. NAB has agreed to provide or procure the provision of these Services on the terms of this Agreement.

D.In addition, GWB requires assistance from NAB in transitioning its business off the Services during the term of this Agreement. NAB has agreed to provide or procure the provision such assistance as more fully described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article IDEFINITIONS

Section 1.1Definitions. Capitalized terms used in this Agreement shall have the meanings assigned below:

“Accessing Party” has the meaning set forth in Section 7.2(a).

“Agreement” has the meaning set forth in the Preamble.

“Applicable Law” means any law (including common law), statute, regulation, rule, executive order, ordinance, judgment, ruling, published regulatory policy or guideline, injunction, consent, order, exemption, license, approval or permit enacted, issued, promulgated, adjudged, entered or enforced by a Governmental Authority.

“Business Day” means any day other than a Saturday, Sunday or day on which banks in New York, New York, Sioux Falls, South Dakota or Melbourne, Australia are authorized or required by Applicable Law to close.

“Claim Notice” has the meaning set forth in Section 5.3(a).

“Contracting Party” has the meaning set forth in Section 2.5(b).

“Control” means, with respect to any Person, direct or indirect ownership or power to vote 25% or more of any class of voting securities of such Person, control in any manner the election of a majority of the directors or trustees of such Person, or the direct or indirect possession of the ability to exercise a controlling influence over the management or policies of such Person.

“Disabling Procedures” has the meaning set forth in Section 7.2(b).

“Disclosing Party” has the meaning set forth in Section 7.2(a).

“Effective Date Form” means, in relation to any Service, if a service substantially equivalent to such Service was provided to GWB or any of its Subsidiaries in the twelve-month period prior to the date hereof by NAB or any of its Subsidiaries, the same form in which such service was last provided prior to the date hereof. For purposes of this definition, “form” includes the configuration, version, patch levels and other implementation specific details of any relevant software and systems.

“Effective Date Standard” means, in relation to any Service, if a service substantially equivalent to such Service was provided to GWB or any of its Subsidiaries in the twelve-month period prior to the date hereof by NAB or any of its Subsidiaries, the overall standards of quality and availability at which such service was then provided during those preceding twelve months (or the portion thereof during which such service was provided).

“Effective Date Volume” means, in relation to any Service, if a service substantially equivalent to such Service was provided to GWB or any of its Subsidiaries in the twelve-month period prior to the date hereof by NAB or any of its Subsidiaries, the average (subject to seasonal fluctuations) amount, quantity or volume at which that service was then provided during those preceding twelve months (or the portion thereof during which such service was provided). Notwithstanding the foregoing, Effective Date Volume shall include any increase in volume reasonably attributable to organic growth in the applicable Service Recipient’s business (i.e., growth that is not the result of the acquisition of a business or shares in a business) or any increase in volume agreed by the Parties.

“Event of Default” means, with respect to any Person, the occurrence of any of the following:

(i)Such Person commences any proceeding under any bankruptcy, reorganization, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect or such Person has had any such petition or application filed or any such proceeding commenced against it after the date of this Agreement in which an order for relief is entered or an adjudication or appointment is made and which remains un-dismissed for a period of 60 days or more;

(ii)Any Governmental Authority appoints a trustee, conservator or receiver for all or a substantial part of the property of such Person;

(iii)Such Person makes an assignment for the benefit of creditors, or makes an admission of inability to pay its debts generally as they become due; or

(iv)Such Person breaches, in any material respect, any of its material obligations, representations or warranties contained in this Agreement, which shall include, with respect to GWB, the payment of any undisputed amounts owing to NAB under this Agreement.

“Final Determination” means, with respect to a dispute as to indemnification for a Loss under this Agreement, (i) a written agreement between the parties to such dispute resolving such dispute, (ii) a final and non-appealable order or judgment entered by a court of competent jurisdiction resolving such dispute or (iii) a final non-appealable determination rendered by an arbitration or like panel to which the parties submitted such dispute that resolves such dispute.

“Governmental Authority” means any national, federal, state, municipal, local, territorial, domestic, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body, public or private tribunal or self-regulatory organization.

“GWB” has the meaning set forth in the Preamble.

“Indemnified Person” has the meaning set forth in Section 5.3(a).

“Indemnifying Person” has the meaning set forth in Section 5.3(a).

“Intellectual Property” means, in any and all jurisdictions throughout the world, any (i) patent rights, including all patents, pending patent applications (including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon), and foreign counterparts of any of the foregoing; (ii) copyrights, mask works, and all registrations thereof and applications therefor; (iii) Trademarks; (iv) domain names and uniform resource locators associated with the Internet, including registrations thereof; and (v) rights with respect to information and materials not

generally known to the public and from which independent economic value is derived from such information and materials not being generally known to the public, including trade secrets and other confidential and proprietary information, including rights to limit the use or disclosure thereof by any Person.

“IPO” has the meaning set forth in the Recitals.

“Loss” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties, reasonable attorneys’ fees and reasonable out of pocket disbursements).

“NAB” has the meaning set forth in the Preamble.

“Non-Contracting Party” has the meaning set forth in Section 2.5(b).

“Notice Period” has the meaning set forth in Section 5.3(b)(i).

“Party” means either GWB or NAB.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporate organization, association, corporation, institution, public benefit corporation, Governmental Authority or any other entity.

“Personnel” means, with respect to any Service Provider, the employees and agents of such Service Provider who are assigned to perform any Service provided by such Service Provider pursuant to this Agreement.

“Replacement Service” has the meaning set forth in Section 2.2.

“Representatives” means, with respect to any Person, any officer, director, employee, advisor, agent or representative of such Person, or anyone acting on behalf of them or such Person.

“Service Coordinator” has the meaning set forth in Section 2.4.

“Service IP” has the meaning set forth in Section 6.2(a).

“Service Provider” means, with respect to any Service, NAB or any of its Subsidiaries responsible for providing such Service.

“Service Recipient” means, with respect to any Service, GWB or any of its Subsidiaries receiving such Service.

“Service Records” means, with respect to any Service, all records, data, files and other information received or generated for the benefit of the applicable Service Recipient in connection with the provision of such Service.

“Service Term” means, with respect to any Service, the period beginning on the effective date of this Agreement and continuing for the duration set forth on Exhibit A, as amended from time to time, and any extension to such duration in accordance with Article IV.

“Services” means the services and other support set forth on Exhibit A, as amended from time to time, provided by one or more Service Providers, in each case (i) in accordance with the terms and conditions set forth in this Agreement and (ii) other than any Service which is terminated pursuant to this Agreement.

“Stockholder Agreement” means the Stockholder Agreement, dated the date hereof, between NAB and GWB.

“Subsidiary” means, with respect to any Person, any other Person which Controls such Person; provided that none of GWB and its Subsidiaries shall be considered Subsidiaries of NAB or any of NAB’s Subsidiaries for purposes of this Agreement.

“Systems” has the meaning set forth in Section 7.2(a).

“Tax” means any and all U.S. federal, state, and local taxes, non U.S. taxes, and other levies, fees, imposts, duties, tariffs and other charges in the nature of tax, together with any interest, penalties or additions imposed in connection therewith or with respect thereto, imposed by any Governmental Authority or political subdivision thereof, including taxes imposed on, or measured by, income, franchise, profits or gross receipts, and also alternative minimum, add-on minimum, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, registration, documentary, environmental, disability, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and customs duties.

“Technology” means tangible embodiments, whether in electronic, written or other media, of technology, including inventions, ideas, designs, documentation (such as bill of materials, build instructions, test reports and invention disclosure forms), schematics, layouts, reports, algorithms, routines, software (including source code and object code), data, databases, lab notebooks, equipment, processes, prototypes and devices.

“Third-Party Claim” means any claim relating to a Loss by any Person who is not, and is not a Subsidiary of, a Party.

“Third-Party IP” has the meaning set forth in Section 6.2(b).

“Third-Party Provider” has the meaning set forth in Section 2.5(a).

“Trademarks” means trademarks, service marks, logos and design marks, trade dress, trade names, and brand names, together with all goodwill associated with any of the foregoing, and all registrations thereof and applications therefor.

Section 1.2Interpretation.

(a)Unless the context otherwise requires:

(i)References contained in this Agreement to the Preamble, Recitals and to specific Articles, Sections, Subsections or Exhibits shall refer, respectively, to the Preamble, Recitals, Articles, Sections, Subsections or Exhibits of this Agreement;

(ii)References to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced from time to time;

(iii)References to any statute or statutory provision include all rules and regulations promulgated pursuant to such statute or statutory provision, in each case as such statute, statutory provision, rules or regulations may be amended, modified, supplemented or replaced from time to time;

(iv)References to any Governmental Authority include any successor to such Governmental Authority;

(v)Terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(vi)The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(vii)The terms “Dollars” and “$” mean U.S. Dollars; and

(viii)Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.”

(b)In the event of any inconsistency between this Agreement and any Exhibit hereto, the terms of such Exhibit shall prevail.

(c)The headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

(d)The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(e)In this Agreement, any provision which applies “until” a specified date shall apply on such specified date, and shall cease to apply on the date immediately following such specified date.

Article IISERVICES AND PROCEDURES

Section 2.1Provision of Services.

(f)Upon the terms and subject to the conditions contained in this Agreement, NAB shall provide, or shall cause one or more of its Subsidiaries to provide, the Services to each applicable Service Recipient. Each Party shall, and shall cause its Subsidiaries to, use their respective commercially reasonable efforts to cooperate with the other Party and such other Party’s Subsidiaries in all matters necessary to the provision of Services under this Agreement. Except as otherwise set forth in Exhibit A, any decision as to which entity will be a Service Provider will be made by NAB (in its sole discretion), and any decision as to which entity will be a Service Recipient will be made by GWB (in its sole discretion).

Section 2.2Replacement Services. If NAB and its Subsidiaries are (i) unable to provide any Service for any reason outside NAB’s control or (ii) excused from providing any Service by reason of Section 2.3(b), NAB shall use its, or shall cause its Subsidiaries to use their respective, commercially reasonable efforts to provide to the applicable Service Recipient substantially equivalent services and support in accordance with the terms of this Agreement (such service and support, a “Replacement Service”). Any Replacement Service provided pursuant to this Section 2.2 shall be considered a Service for all purposes of this Agreement, and the Parties shall amend Exhibit A as appropriate to include the terms of any such Replacement Service.

Section 2.3Standard of Performance; Scope of Service.

(a)Except as explicitly set forth in Exhibit A, each Service Provider shall provide each applicable Service (i) in good faith, in a professional, timely and workmanlike manner, and with reasonable care, and (ii) where applicable, substantially in the Effective Date Form, at the Effective Date Standard and up to no more than the Effective Date Volume.

(b)Notwithstanding anything to the contrary contained in this Agreement, NAB shall not be obligated to provide, or cause any Service Provider to provide, any Service to the extent the provision of such Service would violate (i) any agreement or license with a third party to which NAB or any of its Subsidiaries is subject as of the date of this Agreement or (ii) any Applicable Law. NAB shall use its commercially reasonable efforts to make or obtain any approvals, agreements, permits, consents, waivers and licenses from any third parties that are necessary to permit any affiliated Service Provider to provide the applicable Services under this Agreement; provided that such Party shall not be obligated to incur any cost or expense in connection with obtaining any such approvals, agreements, permits, consents, waivers and licenses.

Section 2.4Service Coordinator. In order to monitor, coordinate and facilitate implementation of the terms and conditions of this Agreement, each Party shall nominate a representative to act as the contact person for the provision of the Services (each such representative, a “Service Coordinator”). The Service Coordinators will meet as reasonably necessary to carry out the terms and conditions of this Agreement, but no less than once per quarter during the term of this Agreement, to discuss any matters relating to this Agreement and to monitor the progress of GWB’s migration planning pursuant to Section 2.9. Each Party shall have the right at any time, and from time to time, to replace its Service Coordinator by advising the other Party in writing of such replacement. The Parties agree that the Service Coordinators will be the initial point of contact for each Party responsible for monitoring and coordinating the provision and receipt of Services under this Agreement. Each Party may treat an act of the Service Coordinator nominated by the other Party as an act of and authorized by the other Party without inquiring behind such act or ascertaining whether such Service Coordinator had authority to take such act.

Section 2.5Third-Party Providers.

(a)Each Service Provider may use one or more third-party service providers (each, a “Third-Party Provider”) to provide the applicable Services under this Agreement with respect to and to the extent (A) such Services were outsourced or subcontracted prior to the effective date of this Agreement or (B) such Services, or substantially similar services, are outsourced or subcontracted by NAB and its Subsidiaries after the effective date of this Agreement in connection with the operation of one or more of their respective business lines or divisions. Notwithstanding anything in this Agreement to the contrary, (i) each Service Provider shall cause any Third-Party Providers performing Services on such Service Provider’s behalf to adhere to the terms and conditions of this Agreement in performing such Services; (ii) each Service Provider shall be responsible for any breach of the terms of this Agreement by any Third-Party Provider performing Services on such Service Provider’s behalf; and (iii) NAB shall be GWB’s sole point of contact regarding the Services provided by any Third-Party Provider, including with respect to payment.

(b)If, during the term of this Agreement, any agreement between any Service Provider (the “Contracting Party”) and a Third-Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement is terminated or not renewed, GWB (the Non-Contracting Party”) shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to secure an agreement with such Third-Party Provider or with another third-party service provider for the provision of such Service independent of this Agreement; provided that if the Non-Contracting Party determines in good faith that it would have an adverse impact on the quality or continuous availability of such Service or other Services if the Non-Contracting Party were to secure such an agreement at the time of the termination or non-renewal, the Parties shall reasonably cooperate to identify an alternative solution. In any of the scenarios described in the immediately preceding sentence, the Contracting Party will utilize commercially reasonable efforts to (i) minimize any service disruption in connection with obtaining such services, (ii) assist the Non-Contracting Party in obtaining a quality of service reasonably requested by the Non-Contracting Party and (iii) minimize the cost to the Non-Contracting Party of obtaining such services, provided, that the Contracting Party shall not be obligated to incur

any cost or expense in connection with any of clauses (i), (ii) or (iii). If the Non-Contracting Party enters into an agreement with a Third-Party Provider for the provision of any Service as a result of this Section 2.5(b), the provision of such Service under this Agreement shall be immediately terminated upon the commencement of the provision of the relevant services under such agreement with a third-party service provider. The Contracting Party shall provide the Non-Contracting Party with notice (1) no less than 90 days prior to the scheduled termination date of any agreement with a Third Party Provider pursuant to which Services are provided to a Service Recipient under this Agreement and (2) immediately after any material breach of any such agreement. Any notice delivered pursuant to Section 2.5(b)(2) shall, to the extent practicable, include a detailed description of the breach, the implications of such breach on the provision of any Services, and the Contracting Party’s planned course of action in response to such breach.

(c)Each Service Provider shall continue to manage its relationships with any Third Party Provider with the same standard of care as if the Third Party Provider were supporting such Service Provider’s own businesses.

Section 2.6Service Provider’s Employees.

(a)Each Service Provider shall be responsible for selecting and supervising in good faith the Personnel who will perform any particular Service and performing all administrative support with respect to such Personnel, including maintaining and adjusting the compensation structure and the workload balancing of such Personnel. Each Service Provider shall be responsible for ensuring that the Personnel it selects to perform Services hereunder have all requisite licenses and qualifications required to render such Services.

(b)No provision of this Agreement is intended or shall be deemed to have the effect of placing the management or policies of any Service Recipient under the control or direction of any Service Provider, or vice versa, including the management of any Personnel of any Service Provider.

Section 2.7Availability of Information and Records; Audit.

(a)Subject to Article VII, GWB shall, or shall cause its Subsidiaries to, (i) make available, subject to Applicable Law and on a timely basis, to each Service Provider all information reasonably requested by such Service Provider to enable such Service Provider to provide any of the applicable Services and (ii) provide such Service Provider with reasonable access to the applicable Service Recipient’s premises and systems to the extent necessary for purposes of providing the applicable Services.

(b)During the term of this Agreement with respect to any particular Service, in the event that a Service Provider is required to maintain Service Records under Applicable Law, it shall maintain such Service Records in compliance with Applicable Law in respect of the Service provided. NAB shall, or shall cause its Subsidiaries to, make available, subject to Applicable Law and within 30 days of receipt of any Service Recipient’s request or such shorter period as may be required by Applicable Law, access to all available Service Records relating to the provisions of any Services to a Service Recipient.

(c)Upon reasonable advance notice, GWB shall have the right, at its sole cost and expense, to review and audit NAB’s compliance with this Agreement and the systems and procedures employed by any Service Provider in providing the Services. GWB shall not be entitled to conduct more than one audit during any twelve consecutive month period, except for audits in response to requests by a Governmental Authority or, to the extent relevant to any internal investigation, internal or external audit, GWB’s General Counsel or any committee of the board of directors of GWB. Any audit conducted pursuant to this Section 2.7(c) shall be conducted during normal business hours, shall employ reasonable procedures and methods as necessary and appropriate in the circumstances and shall not unreasonably interfere with relevant Service Provider’s normal business operations. NAB shall use its commercially reasonable efforts, and cause each Service Provider to use commercially reasonable efforts, to facilitate any audit conducted by GWB pursuant to this Section 2.7(c); provided that nothing shall require NAB or its Subsidiaries to provide any information or records to the extent (i) such provision would be prohibited by contract or Applicable Law or (ii) such information or records are legally privileged. In coordination with GWB, each applicable Service Provider shall use its commercially reasonable efforts to remedy in a commercially reasonable timeframe any material deficiencies determined by any audit conducted pursuant to this Section 2.7(c). Each Party shall bear its own costs with respect to any audits conducted pursuant to this Section 2.7(c).

Section 2.8Limited Warranty. Except as otherwise expressly set forth in this Agreement, (a) NAB specifically disclaims all warranties of any kind, express or implied, arising out of or related to this Agreement, including any implied warranties of merchantability and fitness for a particular purpose, with respect to the Services, (b) NAB makes no representations or warranties as to the quality, suitability or adequacy of the Services provided by NAB and its Subsidiaries for any purpose or use, and (c) no information or description concerning the Services, whether written or oral, shall in any way alter the Services to be provided under this Agreement, including the scope, level of service or other attributes with respect to any Service.

Section 2.9Transition Support.

(a)Within 60 days following the effective date of this Agreement or any later date agreed by the Parties, the Parties will work together in good faith to mutually agree upon written migration plans for each of the Services addressing (i) the steps the Parties shall take to operate independently of one another or otherwise replace or migrate away from the Services, (ii) any inter-dependence between the steps in any of the migration plans, (iii) timelines for conclusion of these steps and separation activities and (iv) any additional reasonable assistance either Party requires from the other in connection with completion of separation activities. The Parties agree to reasonably cooperate in good faith to revise the written migration plans as necessary based on changes in circumstances during the term of this Agreement.

(b)Each Service Provider shall (i) reasonably cooperate in good faith to facilitate each applicable Service Recipient operating independently of or otherwise replacing or migrating away from each Service and (ii) utilize commercially reasonable efforts to minimize (1) any disruption in connection with the receipt of Services, (2) any quality degradation in connection with the Services and (3) any cost to the applicable Service Recipient’s independent operation

or replacement or migration away from each Service; provided that each applicable Service Provider shall not be obligated to incur any out-of-pocket cost or expense in connection with any of the actions taken pursuant to this Section 2.9(b).

(c)Promptly after the termination of any Service in accordance with this Agreement, the applicable Service Provider shall, subject to Applicable Law and at the applicable Service Recipient’s expense, use its commercially reasonable efforts to transfer all requested and relevant data concerning such Service (if any) to the applicable Service Recipient, or such Service Recipient’s third party designee, and to cooperate in the conversion of any and all such data from Service Provider’s systems to those of the Service Recipient, or such Service Recipient’s third party designee. In addition, if reasonably requested by the applicable Service Recipient, the applicable Service Provider shall deliver to such Service Recipient as promptly as practicable (but in no event more than 45 days after such request) all available Service Records related to such Service; provided, however, that the applicable Service Provider shall have the right to retain an archival copy of such records to the extent required by Applicable Law or for the purpose of responding to regulatory requests or intraparty claims.

Section 2.10Exclusivity. This Agreement is not exclusive. GWB shall be entitled to purchase the same or similar Services from any third party or may elect to internally provide any of the Services.

Article IIIFEES AND PAYMENTS

Section 3.1Fees for Services.

(a)As consideration for each of the Services, GWB shall pay to NAB the corresponding amount specified for such Service in Exhibit A. The Parties shall negotiate in good faith to establish the consideration to be paid in connection with any Replacement Service, which consideration shall at a minimum reimburse the applicable Service Provider for all costs incurred by the Service Provider in connection with the provision of such Replacement Service.

(b)GWB agrees to pay all costs charged pursuant to this Agreement for Services delivered during the term of this Agreement. Within 10 days after the end of each month, NAB will provide GWB with an invoice for the fees and expenses payable for such month and identifying the fees and expenses of each Service Provider with respect to such month. Within 5 Business Days after receipt of each invoice, GWB will pay to NAB all invoiced amounts with respect to the immediately preceding month; provided that GWB shall not be required to pay any invoiced amount that GWB contests in good faith by giving written notice to NAB of such dispute on or prior to the applicable payment due date. As soon as reasonably practicable after receipt of any request from GWB, the applicable Service Provider shall provide GWB with data and documentation supporting the calculation of any invoiced amounts contested by GWB for the purpose of verifying the accuracy of such calculation and such further documentation and information relating to the calculation of such invoiced amounts as GWB may reasonably request. The Parties shall attempt to resolve any disputes relating to an invoiced amount in accordance

with the procedures set forth in Article VIII. In the event such dispute is resolved, GWB shall pay any required amount to NAB within 5 Business Days after the date such resolution occurs.

(c)For the avoidance of doubt, NAB may include recoverable costs and expenses, including fees for Services provided pursuant to this Agreement, incurred in any prior month in an invoice relating to any future month (without double-counting).

(d)All payments made pursuant to this Section 3.1 shall be made in U.S. dollars by wire transfer to an account designated by NAB in advance in writing from time to time. Amounts payable under this Section 3.1 shall accrue interest at a rate of 1% over the prime interest rate published in The Wall Street Journal on the due date beginning on the fifth day after such amount is due for payment until the date of actual payment.

Section 3.2Capital Expenditures. Other than where contemplated by this Agreement, neither NAB nor any Service Provider shall be required to incur any capital expenditure with respect to the provision of any Service. In the event the Parties agree to any capital expenditures with respect to the provision of any Services, NAB shall include any such capital expenditures in the invoice for Services prepared pursuant to Section 3.1 for the month in which such capital expenditures are incurred.

Section 3.3No Set-Off; Netting. Neither Party nor any of their respective Subsidiaries shall have any right of set-off or any other similar rights with respect to any amounts owed pursuant to this Agreement or any other amounts claimed to be owed and arising out of any other agreements between the Parties or any of their respective Subsidiaries.

Section 3.4Taxes.

(d)Notwithstanding anything in this Agreement to the contrary, the Parties’ respective responsibilities for Taxes arising under or in connection with this Agreement shall be as set forth in this Section 3.4.

(e)Each Party shall be responsible for:

(i)any personal property Taxes on property it uses, regardless of whether such property is owned or leased;

(ii)franchise and privilege Taxes on its business;

(iii)Taxes based on its net income or gross receipts; and

(iv)Taxes based on the employment or wages of its employees, including FICA, Medicare, unemployment, worker’s compensation and other similar Taxes.

(f)Each Service Provider shall be responsible for any sales, use, excise, value-added, services, consumption and other Taxes payable by such Service Provider on the goods or services used or consumed by such Service Provider in providing the Services.

(g)Each Service Recipient shall be responsible for any sales, use, excise, value-added, services, consumption and other Taxes that are assessed on the provision of the any particular Service to such Service Recipient.

(h)Each Service Recipient will make all payments to the Service Provider under this Agreement without deduction or withholding for Taxes except to the extent that any such deduction or withholding is required by Applicable Law in effect at the time of payment. Any tax required to be withheld on amounts payable under this Agreement will promptly be paid by the Service Recipient to the appropriate Governmental Authority, and the Service Recipient will furnish the Service Provider with proof of payment of such Tax. If a Service Recipient is required under Applicable Law to withhold any Tax from any payment made pursuant to this Agreement, the amount of the payment will be increased such that the Service Provider receives the full amount due hereunder as if there was no withholding Tax. The Parties will cooperate with respect to all documentation required by any Governmental Authority or reasonably requested by the Service Recipient to secure a reduction in the rate of applicable withholding Taxes.

Article IVTERM AND TERMINATION

Section 4.1Term. Each Service will be provided for the duration of the Service Term with respect to such Service and will lapse automatically thereafter, or at the time such Service is terminated prior to the expiration of the Service Term in accordance with Section 4.2. This Agreement shall terminate upon completion of performance by both Parties relative to all Services or earlier pursuant to the provisions of Section 4.2.

Section 4.2Termination.

(a)This Agreement may be terminated prior to the end of the term set forth in Section 4.1:

(i)By either Party upon 30 days’ prior written notice following an Event of Default by the other Party (unless such Event of Default results from the breach by such Party in any material respect of any of their respective material obligations, representations or warranties contained in this Agreement), which written notice shall describe in detail the Event of Default, unless such Event of Default is cured during such 30-day period from the date notice is given;

(ii)By either Party if required by Applicable Law;

(iii)By NAB upon 30 days’ prior written notice in the event that, after the date of this Agreement, a third party acquires Control of GWB; provided that (1) the IPO shall not be considered an acquisition of Control and (2) NAB must exercise its right to terminate pursuant to this Section 4.2(a)(iii) within 30 days following such acquisition of Control of GWB by a third party; or

(iv)Upon the mutual agreement of the Parties.

(b)Subject to Section 4.2(c), any particular Service provided pursuant to this Agreement may be terminated prior to the end of the term set forth in Section 4.1:

(i)By GWB upon 60 days’ prior written notice (provided that GWB shall be responsible for paying any and all fees and expenses incurred by any Service Provider as a result of such termination, provided, further that the applicable Service Provider shall use commercially reasonable efforts to minimize any and all such fees and expenses);

(ii)By either Party upon 30 days’ prior written notice following an Event of Default by the other Party (unless such Event of Default results from the breach by such Party in any material respect of any of their respective material obligations, representations or warranties contained in this Agreement), which written notice shall describe in detail the Event of Default, unless such Event of Default is cured during such 30-day period from the date notice is given;

(iii)By either Party if required by Applicable Law; or

(iv)Upon the mutual written agreement of the Parties.

(c)Notwithstanding anything in Section 4.2(b) to the contrary, if GWB elects to terminate any particular Service pursuant to Section 4.2(b)(i) or Section 4.2(b)(ii), and NAB reasonably determines and provides GWB with written notice prior to the termination of such Service that such termination will adversely affect the ability of any Service Provider to provide any other Service or portion of any other Service in any material respect, such Service shall not be terminated and shall continue for the term set forth in Section 4.1. The Parties agree to each use their commercially reasonable efforts to minimize the impact of the termination of any Service on the remainder of this Agreement.

Section 4.3Extension of Service Term. Except as otherwise indicated in Exhibit A, upon written notice from GWB to NAB at least 30 days prior to the expiry of the Service Term for any Service, the Service Term shall be extended for up to three one-month periods; provided that GWB may only exercise such extension pursuant to this Section 4.3to the extent GWB and the applicable Service Recipient has made all commercially reasonable efforts to, but is unable to, operate independently of or otherwise replace such Service.

Section 4.4Effect of Termination.

(c)Subject to Section 4.4(b), in the event of the termination of this Agreement as provided in this Article IV, this Agreement shall forthwith become void and have no further effect, except that (i) this Section 4.4 and Article VII, Article VIII and Article IX shall survive the termination of this Agreement, and (ii) Article V shall survive the termination of this Agreement for a period of one year. Upon the termination of this Agreement, NAB shall have no further obligation to provide, or cause to be provided, any of the Services, and GWB shall promptly pay all costs, expenses and fees in respect of Services provided prior to the termination of this Agreement (which costs shall be pro-rated where necessary). The termination of this

Agreement will not terminate, affect or impair any rights, obligations, or liabilities of any Party that have accrued prior to such termination or which under the terms of this Agreement continue after termination.

(d)Upon the termination or expiration of any Service pursuant to this Agreement, NAB shall have no further obligation to provide, or cause to be provided, such Service, and GWB shall promptly pay all costs, expenses and fees in respect of such Service prior to the termination of this Agreement (which costs shall be pro-rated where necessary).

Article VINDEMNIFICATION

Section 5.1Indemnification by NAB. Subject to Section 8.5, NAB hereby agrees to indemnify, defend and hold harmless GWB, its Subsidiaries, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such, from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by, or asserted against, any such Person, whether in respect of third-party claims, claims between NAB and GWB, or otherwise, arising out of or as a result of (a) NAB’s or its Subsidiaries’ breach of this Agreement or (b) any specific actions taken by GWB or any Service Recipient at the express written direction of NAB or its Subsidiaries given after the effective date of this Agreement; provided, however, that NAB shall not have any liability of any kind for any Service rendered by it (or by any Service Provider) under this Agreement except to the extent that such Losses arise out of NAB’s or any of its Subsidiaries’ own gross negligence or willful misconduct. NAB shall not be liable hereunder for any specific act or omission to act by NAB (or by any Service Provider) if such specific action is taken at GWB’s or any of its Subsidiaries’ express written direction given after the effective date of this Agreement.

Section 5.2Indemnification by GWB. Subject to Section 8.5, GWB hereby agrees to indemnify, defend and hold harmless NAB, its Subsidiaries, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such, from, against and in respect of any and all Losses imposed on, sustained by, incurred or suffered by, or asserted against, any such Person, whether in respect of third-party claims, claims between NAB and GWB, or otherwise, arising out of or as a result of (a) GWB’s or its Subsidiaries’ breach of this Agreement or (b) any specific actions taken by NAB or any Service Provider at the express written direction of GWB or its Subsidiaries given after the effective date of this Agreement. GWB shall not be liable hereunder for any specific act or omission to act by GWB (or by any Service Recipient) if such specific action is taken at NAB’s or any of its Subsidiaries’ express written direction given after the effective date of this Agreement.

Section 5.3Claims for Indemnification.

(e)Notice of Claim. Any Person who is claiming indemnification pursuant to the provisions of Section 5.1 or Section 5.2 (the “Indemnified Person”) shall deliver a written notification to the Person to provide indemnification under this Agreement (the “Indemnifying

Person”) of each such claim for indemnification no later than 10 Business Days after such claim becomes known to the Indemnified Person, specifying the facts known to such Indemnified Person constituting the basis for, and the amount (if known) of (including the basis of calculation of such amount), the claim asserted (a “Claim Notice”). Such written notice shall be accompanied by a copy of all papers served, if any, and any memoranda, recordings or other records of the Indemnified Person relating to the claim. Failure of the Indemnified Person to give such notice or to give such notice in such form shall not relieve the Indemnifying Person from its obligations under this Agreement except to the extent that the Indemnifying Person is actually and materially prejudiced by such failure.

(f)Defense and Settlement of Third-Party Claims.

(i)The Indemnifying Person shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to assume the defense of the Indemnified Person against the Third-Party Claim specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party Claim, the Indemnifying Person shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no injunctive or equitable is entered against any Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability.

(i)If the Indemnifying Person elects not to defend the Indemnified Person against such Third-Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to assume its own defense; itbeingunderstood that the Indemnified Person’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not settle a Third-Party Claim without the consent of the Indemnifying Person and, if applicable, its respective insurer.

(ii)Each Party shall cooperate, and shall cause its respective Representatives and Subsidiaries to corporate, with the other in order to ensure the proper and adequate defense of any such Third-Party Claim, including by providing access to relevant business records, other documents and employees. Each Party shall use reasonable best efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and other Persons representing any party to such Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privilege.

(g)Response to Claims Not Involving Third-Party Claims. In the event any Indemnifying Person receives a Claim Notice from an Indemnified Person pursuant to Section 5.3(a) that does not involve a Third-Party Claim, the Indemnifying Person shall notify the Indemnified Person within 30 Business Days following its receipt of such notice whether the Indemnifying Person disputes its liability to the Indemnified Person under this Article V.

Section 5.4Indemnification Limitations.

(d)Subject to the other provisions of this Article V, each Indemnified Person shall act in good faith, and will make the same decisions in the use of personnel and the incurring of expenses as it would make if it were engaged and acting entirely at its own cost and for its own account regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.

(e)Each Indemnified Person shall use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification pursuant to the provisions of Section 5.1 or Section 5.2. In the event an Indemnified Person fails to so mitigate a Loss, the Indemnifying Person shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Person made such efforts.

(f)Upon making any indemnification payment in respect of a Third-Party Claim, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of the Indemnified Person against the relevant third party in respect of the Loss to which the payment relates; provided, however, that until the Indemnified Person recovers full payment for such Loss, any and all claims of the Indemnifying Person against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Person’s rights against such third party. Without limiting the generality of any other

provision of this Agreement, each such Indemnified Person and Indemnifying Person will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

Section 5.5Payments. The Indemnifying Person shall pay all amounts payable pursuant to this Article V, by wire transfer of immediately available funds, promptly following receipt from an Indemnified Person of a bill, together with all accompanying reasonably detailed back-up documentation, for a Loss that is the subject of indemnification under this Agreement, unless the Indemnifying Person in good faith disputes the Loss, in which event it shall so notify the Indemnified Person. In any event, the Indemnifying Person shall pay to the Indemnified Person, by wire transfer of immediately available funds, the amount of any Loss for which the Indemnifying Person is liable under this Agreement no later than three Business Days following any Final Determination of any dispute with respect to such Loss finding the Indemnifying Person’s liability therefor. All payments made pursuant to this Article V shall be made in U.S. dollars.

Article VIINTELLECTUAL PROPERTY

Section 6.1Ownership of Intellectual Property. Ownership of any Intellectual Property developed or generated after the date hereof by or on behalf of any Party in connection with any Service shall vest in the Service Provider of such Service, other than Intellectual Property constituting derivative works of any Service Recipient’s pre-existing or independently developed Intellectual Property or of third party Intellectual Property licensed to any Service Recipient. GWB, on behalf of each applicable Service Recipient, agrees to assign, and hereby assigns, all right, title and interest in any such Intellectual Property developed or generated after the date hereof by or on behalf of GWB and its Subsidiaries in connection with any Service to the applicable Service Provider.

Section 6.2Licensing of Intellectual Property.

(h)To the extent that, in connection with its provision of any Service, any Service Provider provides any Service Recipient with access to any Technology the receipt of which would, in the absence of a license from Service Provider, infringe or misappropriate any Intellectual Property (excluding Trademarks) owned and licensable by Service Provider (collectively, “Service IP”), then Service Provider hereby grants to the applicable Service Recipient, during the term of this Agreement, a non-exclusive, revocable, personal, non-transferable, royalty-free, fully paid-up license, without the right to sublicense, under such Service IP, solely to the extent necessary for the applicable Service Recipient to receive such Services in accordance with this Agreement.

(i)To the extent that, in connection with its provision of any Service, any Service Provider provides any Service Recipient with access to any Technology the Intellectual Property rights in which are not owned by such Service Provider but which are licensed by a third party to such Service Provider with a right of such Service Provider to grant a sublicense as set forth herein (“Third-Party IP”), such Service Provider hereby grants to such Service Recipient, during the term of this Agreement, a non-exclusive, revocable, personal, non-transferable, royalty-free, fully paid-up sublicense, without the right to further sublicense, under such Third-Party IP, to

internally use such Technology, solely to the extent such grant would not breach or otherwise violate any agreement between such Service Provider with any third party and solely to the extent necessary for such Service Recipient to receive Services in accordance with this Agreement; provided that such Service Recipient’s access to, use of and rights for such Third-Party IP shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Third-Party IP, which terms and conditions will be provided to the applicable Service Recipient by the applicable Service Provider to the extent permitted by such terms and conditions.

(j)Upon the termination or expiration of any Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property granted hereunder in connection with such Service will automatically terminate (except to the extent such license or sublicense also applies to one or more Services that has not terminated or expired); provided, however, that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement for any reason.

Section 6.3Ownership of Data. Any and all data, documents and other records originally provided by any Service Recipient to any Service Provider in connection with the provision of the Services shall be and remain the exclusive property of such Service Recipient. The Service Recipient may at any time request that the Service Provider (a) deliver such data, documents and records in the format provided by the Service Recipient, together with information codes and tools necessary to reasonably process such data and records; and (b) delete and otherwise destroy such Service Recipient data, documents and other records permanently, except to the extent the Service Provider is required by Applicable Law to retain a copy for its records or to the extent any such data, documents and other records are included in internal board, board committee or senior executive meeting papers.

Article VIICONFIDENTIALITY; SYSTEMS SECURITY

Section 7.1Confidentiality. All non-public information provided by either Party or any of their respective Subsidiaries to the other Party or any of the other Party’s Subsidiaries shall be kept confidential in accordance with the terms of Section 6.6 of the Stockholder Agreement. Notwithstanding anything in Section 6.6 of the Stockholder Agreement to the contrary, each Service Provider shall have the right to disclose non-public information to any Third-Party Provider to the extent reasonably necessary for such Service Provider to provide the Services in the manner required by this Agreement; provided that such disclosure shall be made under confidentiality terms and conditions that are no less favorable to GWB and its Subsidiaries than the provisions of Section 6.6 of the Stockholder Agreement.

Section 7.2Systems Security.

(g)If either Party or any of its respective Subsidiaries (such Party together with its Subsidiaries, the “Accessing Party”) is given access to the computer system(s), facilities, networks (including voice or data networks) or software (collectively, “Systems”) used by the other Party or any of the other Party’s Subsidiaries (such other Party and its Subsidiaries, the

“Disclosing Party”) in connection with the provision of the Services, the Accessing Party shall comply with the Disclosing Party’s security regulations, which shall be provided by the Disclosing Party prior to access to the Systems. The Accessing Party will not tamper with, compromise or circumvent any security or audit measures employed by the Disclosing Party. The Accessing Party shall (i) ensure that only those users who are specifically authorized to gain access to the other’s Systems gain such access and (ii) prevent unauthorized destruction, alteration or loss of information contained therein. If at any time the Disclosing Party determines that any personnel of the Accessing Party has sought to circumvent or has circumvented the Disclosing Party’s security regulations or other security or audit measures or that an unauthorized person has accessed or may access the Disclosing Party’s Systems or a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of data, information or software, the Disclosing Party may immediately terminate any such person’s access to the Systems and, if such person’s access is terminated, shall immediately notify the Accessing Party. In addition, a material failure to comply with the Disclosing Party’s security regulations shall be a breach of this Agreement, and the Parties shall work together to rectify any such failure to comply with the Disclosing Party’s security regulations. If any breach of the Disclosing Party’s security regulations is not rectified within ten days following its occurrence, the Disclosing Party shall be entitled to immediately terminate the Services to which the breach relates or, if it relates to all the Services that the Disclosing Party receives or provides, as applicable, the non-breaching Party shall be entitled to immediately terminate the Agreement in its entirety.

(h)The Accessing Party represents and warrants to the Disclosing Party that all software code, any related deliverables and any data or information input into any Systems in connection with the Services does not and will not contain any program, routine, device, code, instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, spyware, bug, error, defect or trap door, that is capable of (or has the effect of allowing any untrusted party to be capable of) accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the Services or any of the Disclosing Party’s Systems, data or other electronically stored information (collectively, “Disabling Procedures”). Such representation and warranty applies regardless of whether such Disabling Procedures are authorized by the Disclosing Party to be included in the Services or related deliverables. Notwithstanding any other limitations in this Agreement, each Accessing Party agrees to notify the applicable Disclosing Party immediately upon discovery of any Disabling Procedures that are or reasonably suspected to be included in the Services or related deliverables, and if Disabling Procedures are discovered or reasonably suspected to be present therein, the Accessing Party shall immediately take all actions reasonably necessary, at its own expense, to identify and eradicate (or equip the other party to identify and eradicate) such Disabling Procedures and carry out any recovery necessary to remedy any impact of such Disabling Procedures.

Article VIIISETTLEMENT; DISPUTE RESOLUTION

Section 8.1Resolution Procedure. Prior to the initiation of legal proceedings, other than the proceedings referred to in Section 8.4, each Party agrees to use its commercially reasonable efforts to resolve disputes under this Agreement by a negotiated resolution between the Parties or as provided for in this Article VIII.

Section 8.2Exchange Of Written Statements. In the event of a dispute under this Agreement, either Party may give a notice to the other of a dispute. Not later than 30 days after such notice (or such later date as agreed by the Parties), unless the dispute has been resolved in the interim, NAB and GWB shall each submit to the other a written statement setting forth their respective description of the dispute and of the positions of the Parties on such dispute and their respective recommended resolution and the reasons why such recommended resolution is fair and equitable in light of the terms and spirit of this Agreement. Such statements represent part of a good-faith effort to resolve a dispute and as such, no statements prepared by any Party pursuant to this Article VIII may be introduced as evidence or used as an admission against interest in any arbitral or judicial resolution of such dispute.

Section 8.3Good-Faith Negotiations. After the simultaneous exchange of such written statements, NAB and GWB shall promptly commence good-faith negotiations to resolve such dispute but without any obligation to resolve it. The negotiating meetings may be conducted by teleconference or in person, as the Parties deem appropriate. If the Parties, acting reasonably and in good faith, are unable to resolve the dispute within 30 days following the commencement of negotiations, then either Party may commence legal proceedings in any court of competent jurisdiction.

Section 8.4Injunctive Relief. The Parties recognize and acknowledge that in the event of a potential, anticipatory or actual breach of this Agreement, it may be necessary or appropriate for the non-breaching Party to seek injunctive relief, if and to the extent legally available, in order to avoid harm or further harm to the non-breaching Party. If a Party desires injunctive relief, it may pursue the same in any court of competent jurisdiction; provided, however, that, if granted, such injunctive relief shall apply only to prevent a breach or further breaches and shall remain in effect only so long as the court deems necessary or appropriate to permit resolution of the underlying disputes in accordance with this Article VIII. Neither the seeking of injunctive relief nor the granting thereof is intended or shall result in the application of a substantive or procedural law other than the applicable governing law pursuant to this Agreement.

Section 8.5Limitations on Damages.

(a)Neither Party shall be liable or responsible for (i) any Losses that are not direct, actual damages or (ii) any consequential, punitive, special or speculative damages or lost profits, in each case, with respect to any claim made under or in respect of this Agreement (including claims made pursuant to Article V) or otherwise relating to, arising from or regarding the provision (or failure to provide) or receipt of any Services.

(b)In no event shall the aggregate liability of either Party under this Agreement (including, for the avoidance of doubt, liability for any Losses pursuant to Article V) exceed an amount equal to the aggregate payments made for Services under this Agreement during the term

of this Agreement, except for any Losses as a result of any breach of Applicable Law, Article VI or Article VII of this Agreement, which shall be uncapped.

(c)Neither NAB nor any of its Subsidiaries shall be liable (including as a result of claims made pursuant to Article V) for (i) the accuracy or completeness of any data provided by GWB or any of its Subsidiaries in connection with the provision of the Services or (ii) the use of any deliverables supplied by NAB and its Subsidiaries to GWB and its Subsidiaries as a result of the Services provided pursuant to this Agreement.

Article IXMISCELLANEOUS

Section 9.1Notices. All notices, requests, demands and other communications required hereunder shall be in writing and shall be deemed to have been duly given or made if delivered personally, sent by facsimile transmission or telex confirmed in writing within two Business Days, confirmed electronic mail, or sent by prepaid overnight, trackable courier service, as follows:

If to NAB, to:

National Australia Bank Limited
Pier 3 Level 4
800 Bourke StreetDocklands, Victoria, Australia 3008
Attention: HO Corporate Advisory Legal
Facsimile: +61 1300 728 820
Email: notices@nab.com.au

If to GWB, to:

Great Western Bancorp, Inc.
100 North Phillips Avenue
Sioux Falls, South Dakota 57104
Attention: General Counsel
Facsimile: (605) 333-7882
Email: donald.straka@greatwesternbank.com

Any Party may change the address or fax number to which such communications are to be sent to it by giving written notice of change of address to the other Parties in the manner provided above for giving notice.

Section 9.2Binding Effect; Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Except as expressly provided in this Agreement, this Agreement and all rights hereunder may not be assigned by any Party except by prior written consent of the other Parties, and any purported assignment without such consent shall be null and void. The Parties intend that this

Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties and their respective Subsidiaries; that the provisions of Article V shall inure to the benefit of each of the Indemnified Persons.

Section 9.3Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the Parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 9.4Entire Agreement; Amendment. All Exhibits shall be deemed to be incorporated into and made part of this Agreement. This Agreement, together with the Stockholder Agreement, contain the entire agreement and understanding between the Parties with respect to the subject matter hereof (and supersede any prior agreements, arrangements or understandings between the Parties with respect to the subject matter hereof) and there are no agreements, representations, or warranties with respect to the subject matter hereof which are not set forth in this Agreement. This Agreement may not be amended or revised except by a writing signed by the Parties.

Section 9.5Waiver. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provision or condition of this Agreement shall be effective only to the extent specifically set forth in writing. Notwithstanding any provision set forth in this Agreement, no Party shall be required to take any action or refrain from taking any action that would cause it to violate any Applicable Law, statute, legal restriction, regulation, rule or order of any Governmental Authority.

Section 9.6Governing Law; Consent to Jurisdiction. The execution, interpretation, and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to any conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of New York. EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY EXCLUSIVELY SUBMITS TO THE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION, APPEAL OR OTHER PROCEEDING UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS.

Section 9.7Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION, APPEAL, PROCEEDING OR COUNTERCLAIM

BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH, OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, AND NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY SUCH LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 9.8Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when counterparts, individually or taken together, shall bear the signatures of all of the Parties reflected hereon as the signatories. The execution and delivery of this Agreement may be effected by facsimile or any other electronic means such as “.pdf” or “.tiff” files.

Section 9.9Relationship of the Parties. The Parties agree that in performing their responsibilities pursuant to this Agreement, they are in the position of independent contractors, and this Agreement shall not create any partnership, joint venture or other similar arrangement between the Parties or any of their respective Subsidiaries.

Section 9.10Force Majeure. No Party shall be liable for any failure or performance to the extent attributable to acts, events or causes (including war, riot, rebellion, civil disturbances, flood, storm, fire and earthquake or other acts of God or conditions or events of nature, or any act of any Governmental Entity) beyond its control to prevent in whole or in part performance by such Party under this Agreement.

Section 9.11Further Assurances. The Parties hereby agree to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as either may at any time reasonably request in order to better assure and confirm unto each Party their respective rights, powers and remedies conferred hereunder.

Section 9.12Subsidiary Action. Wherever a Party has an obligation under this Agreement to “cause” a Subsidiary of such Party or any such Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action that may be necessary to accomplish the purposes of this Agreement, such obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such necessary action. Wherever this Agreement provides that a Subsidiary of a Party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this

Agreement to cause such Subsidiary, or any such Subsidiary’s officers, directors, management or employees, to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, NAB and GWB, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, to take, or refrain from taking, any action otherwise contemplated herein. Any failure by an Subsidiary of NAB or GWB to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by NAB or GWB, respectively.

Section 9.13Conditions Precedent. The provisions of this Agreement will only take effect upon the consummation of the IPO and only if the IPO is consummated by October 30, 2014 (or such later date as may be agreed to in writing by the Parties).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written.

NATIONAL AUSTRALIA BANK LIMITED

By:	/s/ Simon Moore
	Name:	Simon Moore
	Title:	Executive General Manager,
		Group Development

GREAT WESTERN BANCORP, INC.

By:	/s/ Donald J. Straka
	Name:	Donald J. Straka
	Title:	General Counsel and Secretary

[Signature Page to Transitional Services Agreement]

Exhibit A – Services

Capitalized terms used in this Exhibit A and not otherwise defined have the respective meanings ascribed thereto in the Transition Services Agreement (the “Agreement”) to which this Exhibit A is attached and of which the Exhibit A forms a part. For purposes of this Exhibit A, “Less Than Majority Holder Date” and “Non-Control Date” have the respective meaning ascribed in the Stockholder Agreement.

Each of the services listed in this Exhibit A will be required by GWB and its Subsidiaries following the expiration of the applicable Service Term and will be included in the migration plans developed pursuant to Section 2.9 of the Agreement:

• Asset Liability Management Modeling.

• Risk Systems and Support – Solely with respect to services relating to provision of access to the credit rating system (“CRS”) environment maintained by NAB and related subject matter expertise supporting the CRS environment.

• Other Systems Access – Solely with respect to services related to Hyperion Planning.

• Tax Support – Solely with respect to those items of tax support which do not relate to reporting GWB tax related information to NAB for NAB’s internal tax strategy and monitoring.

• Interest Rate Swaps.

• Insurance Arrangements.

A-1 of A-1

Exhibit A – Services

I. Asset Liability Management Modeling

GWB relies on the usage of the NAB asset-liability management modelling framework for interest rate risk in the banking book (“IRRBB”) and liquidity risk measurement (“LIFT”) reporting.

Service	Duration	Cost/ Month
Provide access to modelling frameworks associated with the Kamakura Risk Management (“KRM”) model (which includes databases called Aquadata and other tables) necessary to run (1) liquidity risk calculations (known as the LIFT process) for NAB’s name crisis and going concern calculations and (2) the interest rate risk calculations for NAB’s economic value sensitivity (“EVS”), net interest income simulations (“NIIS”), value at risk (“VaR”) and earnings at risk (“EaR”) calculations.	Non-Control Date	$2,764
Support
•National Australia Bank Limited New York Branch (a branch of National Australia Bank Limited) (“NAB NY”) to run KRM software for GWB and produce required reports from the KRM output. •NAB KRM production team will process in KRM all files received from GWB via the file transfer protocol (“FTP”) process for submission to NAB. •NAB ESSO team to provide support as requested by GWB concerning KRM related services (including providing software support for GWB treasuring reporting (as needed), configuring the IRRBB model assumptions and executing any model enhancements required by NAB, and executing all functions related to the LIFT model).	Non-Control Date	N/A
Systems
Access will be provided through access to NAB App Central. Data files will be uploaded by GWB using FTP or, for data files associated with the LIFT process, Spring CM.	Non-Control Date	N/A

Service Contacts

A-2 of A-2

Exhibit A – Services

Service Provider:	Service Recipient:
Attn: William Gerosa, NAB NY    Phone: 212-916-9650    Mobile: NA    E-mail: wgerosa@nabny.com    James Tolentino, NAB Melbourne    Phone: 61 (0) 3 8641 3284    Mobile: 61 (0) 477 375 812    E-mail: james.tolentino@nab.com.au	Attn: Matt Jensen    Phone: 605-336-5666    Mobile: 605-251-2619    E-mail: matt.jensen@greatwesternbank.com

II. GWAN and App Central Support

GWB relies on being able to access certain NAB applications via the GWAN data circuit for certain reporting and business related activities.

Service	Duration	Cost/ Month
The following services are to be provided by NAB NY: •Connectivity either remotely or from GWB network to GWAN. •Setup and changes to user access entitlements for NAB related systems and applications. •Support for Hyperion Financial Management application (connectivity issues), uploading file, setup, etc. •Hosting Great Western Bank’s intranet site. •Support for any new user to setup in Secured Access Registry Depository (SARD), system access. •Software support for laptop, NAB cell phone and troubleshooting of any devices. •General workstation support. •User admin maintenance and clean-up of old/unused accounts.	Non-Control Date	$8,808

Service Contacts

Service Provider:	Service Recipient:
Attn: Eli Korman    Phone: 212-916-9587    Mobile: 917-682-1868    E-mail: eli.korman@nabny.com	Attn: Mike Strenge    Phone: 605-553-9474    Mobile: 605-941-8306    E-mail: mike.strenge@greatwesternbank.com

A-3 of A-3

Exhibit A – Services

III. Risk Systems and Support

GWB relies on the CRS system and resource support in order to produce credit risk ratings on commercial and agricultural loans. GWB also reports information on its and its Subsidiaries risk weighted assets to NAB in connection with NAB’s internal risk management processes.

Service	Duration	Cost/ Month
Provide access to the CRS environment and subject matter expertise from the NAB Risk Modeling & Management group to support the CRS environment at GWB, including support in model development, model validation, systems support, project management and general consultation.	Non-Control Date	$2,902
Provide access to applications required for GWB to report its and its Subsidiaries risk weighted assets positions and related information to NAB consistent with past practice.

Service Contacts

Service Provider:	Service Recipient:
Attn: Graeme Reilly    Phone: 61 3 8641 3014    Mobile: 61 (0) 467 741 831    E-mail: Graeme.Reilly@nab.com.au	Attn: Dean DeVos    Phone: 605-373-3148    Mobile: 605-553-2220    E-mail: dean.devos@greatwesternbank.com

A-4 of A-4

Exhibit A – Services

IV. Other Systems Access

GWB relies on the App Central in order to log into the NAB system to utilize HFM and Smartview systems which are used to provide NAB with GWB’s financial results and analysis on a monthly basis as well as provide annual budget and forecasting information and I-Certify which is used to submit quarterly and annual certifications to NAB for various financial and operational activities. GWB uses Hyperion Planning annually for budgeting/forecasting purposes.

Service	Duration	Cost/ Month
Provide GWB with access to the following:
•NAB App Central –to be used in order to utilize tools necessary to report GWB financial data and certifications.	Non-Control Date	N/A
•Hyperion Financial Management – to be used to upload monthly financial data through journal uploads via templates provided by NAB, access past financial data related to GWB and access other templates/tools for use in reporting information to NAB.	Non-Control Date	N/A
•Smartview – to be used in connection with Hyperion Financial Management for reporting GWB financial information to NAB.	Non-Control Date	N/A
•Hyperian Planning – to be used to provide GWB budget and forecast information to NAB.	Non-Control Date	N/A
•I-Certify – to be used to prepare quarterly and annual financial and operational certifications by GWB in connection with information reported to NAB, such as information on capital, MSA/RWAs, FDCs and ROMs.	One-year anniversary of the Less Than Majority Holder Date	N/A
•Corporate Responsibility – Provide access to applications required for GWB to report its and its Subsidiaries information as requested by NAB in response to NAB’s corporate responsibility initiatives.	One-year anniversary of the Less Than Majority Holder Date	N/A

Service Contacts

Service Provider:	Service Recipient:
Attn: Jon Buesnet    Phone: (+61) 03 8641 1185    Mobile: (+61) 0455 060 658    E-mail: john.buesnet@nab.com.au	Attn: Kristin Hoff    Phone: 605-373-3191    Mobile: 210-722-9295    E-mail: Kristin.hoff@greatwesternbank.com

A-5 of A-5

Exhibit A – Services

V. Tax Support

Prior to the date of the Agreement NAB provided GWB oversight related to various tax considerations pertaining to GWB entities and tax structures to ensure adherence to tax laws that may affect GWB or NAB related entities.

Service	Duration	Cost/ Month
Perform half year and year-end (or more frequently if needed) GWB tax accounting and financial reporting; review of tax matters affecting FIN48 related documentation; tax returns; and other one-time initiatives where tax treatment oversight and recommendations would be required.	One-year anniversary of the Less Than Majority Holder Date	$10,819

Service Contacts

Service Provider:	Service Recipient:
Attn: Lana Lyubomirskaya    Phone: 212-916-9610    Mobile: 212-731-9532    E-mail: Svetlana.Lyubomirskaya@nabny.com	Attn: Michelle Gustin    Phone: 605-336-5626    Mobile: 605-929-8382    E-mail: michelle.gustin@greatwesternbank.com

A-6 of A-6

Exhibit A – Services

VI. Ops Risk Event Capture System (“ORECS”)

GWB utilizes NAB’s ORECS system for communicating the operational risk loss events experienced by GWB to NAB, to comply with NAB operational risk framework.

Service	Duration	Cost/ Month
Provide access to Excel-based spreadsheets and templates for reviewing and reporting operational risk events. Provide access to ORECS within NAB App Central.	One-year anniversary of the Less Than Majority Holder Date	NA

Service Contacts

Service Provider:	Service Recipient:
Attn: Monique Somerville    E-mail: Monique.Somerville@nab.com.au	Attn: Jenn Warren    Phone: 605-978-5800    Mobile: 605-496-2090    E-mail: jennifer.warren@greatwesternbank.com

A-7 of A-7

Exhibit A – Services

VII. Interest Rate Swaps

GWB utilizes NAB as a counterparty for interest rate swap transactions for the purposes of hedging the GWB loan portfolio.

Service	Duration	Cost/ Month
NAB London Branch will continue to act as a counterparty to GWB on interest rate swap transactions GWB seeks to complete, provided that NAB’s decision to act as counterparty to any particular interest rate swap transaction shall be made consistent with NAB’s prior practice together with such modifications as NAB shall make regarding participation in such transactions from time to time.	One-year anniversary of the Less Than Majority Holder Date	N/A
Provide the interest rate swap services identified in, and on the terms and conditions set forth in, that certain Services Agreement between NAB and Great Western Bank attached as Schedule 1 to this Exhibit A (the “Swap Services Agreement”). To avoid doubt, this will include booking, confirmation, maintenance and settlement of interest rate swap transactions on behalf of GWB; preparation, execution, management and maintenance of such transactions; and anything which the Parties agree constitutes transaction processing for the purposes of this Agreement.	Maturity of all outstanding swaps between NAB, on one hand, and GWB and any of its Subsidiaries, on the other hand	N/A

Service Contacts

Service Provider:	Service Recipient:
Attn: Anthony Deagan    Phone: 212-916-9514    Mobile: N/A    E-mail: anthony.degan@nabny.com	Attn: Matt Jensen    Phone: 605-336-5666    Mobile: 605-251-2619    E-mail: matt.jensen@greatwesternbank.com
Attn: Subodh Karnik    Phone: 212-916-9631    Mobile: N/A    E-mail: subodh.karnik@nabny.com

A-8 of A-8

Exhibit A – Services

VIII. Insurance Arrangements

GWB utilizes NAB to maintain GWB’s current insurance arrangements.

Service	Duration	Cost
Provide insurance services for both the general lines and financial lines, including negotiating all policy wordings and premiums, selection of insurers, management of claims and provision of specialist support to GWB. Financial Lines: Directors and Officers Liability Crime and Professional Indemnity Employment Practices Liability Fiduciary Liability General Lines: Property Liability	One-year anniversary of the Less Than Majority Holder Date	Annual Premiums, Annual Insurance Brokers Fee, and an annual negotiated amount based on claims notified and extra services provided (under 25 hours = no charge; over 25 hours = $325 per hour or agreed market rates at the time of the claim)

Service Contacts

Service Provider:	Service Recipient:
Attn: Ross Love    Phone: +61 416 193 111    E-mail: ross_love@national.com.au	Attn: Kristin Hoff    Phone: 605-373-3191    Mobile: 210-722-9295    E-mail: kristin.hoff@greatwesternbank.com

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Schedule 1 to Exhibit A

Services Agreement between National Australia Bank Limited and Great Western Bank

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO THE TRANSITIONAL SERVICES AGREEMENT

This First Amendment to the Transitional Services Agreement is entered into as of November 15, 2014 (this “Amendment”) between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (“GWB”).

RECITALS

A.NAB and GWB are parties to that certain Transitional Services Agreement, dated as of October 20, 2014 (the “Agreement”).

B.NAB and GWB desire to amend certain Exhibit A to the Agreement to reflect revisions to the cost per month for GWAN and App Central Support services and to clarity payments between NAB and GWB in connection with interest rate swap transactions covered by the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree in accordance with Section 9.4 of the Agreement as follows:

1.    Defined Terms. Capitalized terms used without definition in this Amendment shall have the meanings assigned to them in the Agreement.

2.    Amendments. Exhibit A to the Agreement is hereby amended and restated in its entirety as set forth in Exhibit A to this Amendment. Schedule 1 to Exhibit A to the Agreement shall remain unchanged by this Amendment and shall be Schedule 1 to Exhibit A to this Amendment as well.

3.    References.

(a)    All references in the Agreement to the “Agreement” shall be deemed to be references to the Agreement as amended by this Amendment.

(b)    All references in the Purchase Agreement to the “date hereof”, the “date of this Agreement”, the “date of the Agreement” and all comparable references shall be deemed to be references to October 20, 2014 and not to the date of this Amendment.

4.    Entire Understanding. This Amendment and the Agreement, together with the Stockholder Agreement, contain the entire agreement and understanding between the Parties with respect to the subject matter hereof (and supersede any prior agreements, arrangements or understandings between the Parties with respect to the subject matter hereof) and there are no agreements, representations, or warranties with respect to the subject matter hereof which are not set forth in the Agreement as amended by this Amendment.

5.    No Further Amendment. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement not expressly referred to herein. Except as expressly amended hereby, the Agreement is and shall remain in full force and effect in accordance with the terms thereof.

6.    Miscellaneous. The terms and provisions of Article IX of the Agreement (other than the second sentence of Sections 9.4) are incorporated herein and shall apply mutatis mutandis to this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date first above written.

NATIONAL AUSTRALIA BANK LIMITED

By:	/s/ Simon Moore
	Name:	Simon Moore
	Title:	EGM Group Development

GREAT WESTERN BANCORP, INC.

By:	/s/ Peter Chapman
	Name:	Peter Chapman
	Title:	Vice President & CFO

Exhibit A – Services

Capitalized terms used in this Exhibit A and not otherwise defined have the respective meanings ascribed thereto in the Transition Services Agreement (the “Agreement”) to which this Exhibit A is attached and of which the Exhibit A forms a part. For purposes of this Exhibit A, “Less Than Majority Holder Date” and “Non-Control Date” have the respective meaning ascribed in the Stockholder Agreement.

Each of the services listed in this Exhibit A will be required by GWB and its Subsidiaries following the expiration of the applicable Service Term and will be included in the migration plans developed pursuant to Section 2.9 of the Agreement:

• Asset Liability Management Modeling.

• Risk Systems and Support – Solely with respect to services relating to provision of access to the credit rating system (“CRS”) environment maintained by NAB and related subject matter expertise supporting the CRS environment.

• Other Systems Access – Solely with respect to services related to Hyperion Planning.

• Tax Support – Solely with respect to those items of tax support which do not relate to reporting GWB tax related information to NAB for NAB’s internal tax strategy and monitoring.

• Interest Rate Swaps.

• Insurance Arrangements.

A-1 of A-1

I. Asset Liability Management Modeling

GWB relies on the usage of the NAB asset-liability management modelling framework for interest rate risk in the banking book (“IRRBB”) and liquidity risk measurement (“LIFT”) reporting.

Service	Duration	Cost/ Month
Provide access to modelling frameworks associated with the Kamakura Risk Management (“KRM”) model (which includes databases called Aquadata and other tables) necessary to run (1) liquidity risk calculations (known as the LIFT process) for NAB’s name crisis and going concern calculations and (2) the interest rate risk calculations for NAB’s economic value sensitivity (“EVS”), net interest income simulations (“NIIS”), value at risk (“VaR”) and earnings at risk (“EaR”) calculations.	Non-Control Date	$2,764
Support
•National Australia Bank Limited New York Branch (a branch of National Australia Bank Limited) (“NAB NY”) to run KRM software for GWB and produce required reports from the KRM output. •NAB KRM production team will process in KRM all files received from GWB via the file transfer protocol (“FTP”) process for submission to NAB. •NAB ESSO team to provide support as requested by GWB concerning KRM related services (including providing software support for GWB treasuring reporting (as needed), configuring the IRRBB model assumptions and executing any model enhancements required by NAB, and executing all functions related to the LIFT model).	Non-Control Date	N/A
Systems
Access will be provided through access to NAB App Central. Data files will be uploaded by GWB using FTP or, for data files associated with the LIFT process, Spring CM.	Non-Control Date	N/A

Service Contacts

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Service Provider:	Service Recipient:
Attn: William Gerosa, NAB NY    Phone: 212-916-9650    Mobile: NA    E-mail: wgerosa@nabny.com    James Tolentino, NAB Melbourne    Phone: 61 (0) 3 8641 3284    Mobile: 61 (0) 477 375 812    E-mail: james.tolentino@nab.com.au	Attn: Matt Jensen    Phone: 605-336-5666    Mobile: 605-251-2619    E-mail: matt.jensen@greatwesternbank.com

II. GWAN and App Central Support

GWB relies on being able to access certain NAB applications via the GWAN data circuit for certain reporting and business related activities.

Service	Duration	Cost/ Month
The following services are to be provided by NAB NY: •Connectivity either remotely or from GWB network to GWAN. •Setup and changes to user access entitlements for NAB related systems and applications. •Support for Hyperion Financial Management application (connectivity issues), uploading file, setup, etc. •Hosting Great Western Bank’s intranet site. •Support for any new user to setup in Secured Access Registry Depository (SARD), system access. •Software support for laptop, NAB cell phone and troubleshooting of any devices. •General workstation support. •User admin maintenance and clean-up of old/unused accounts.	Non-Control Date	$5,808

Service Contacts

Service Provider:	Service Recipient:
Attn: Eli Korman    Phone: 212-916-9587    Mobile: 917-682-1868    E-mail: eli.korman@nabny.com	Attn: Mike Strenge    Phone: 605-553-9474    Mobile: 605-941-8306    E-mail: mike.strenge@greatwesternbank.com

A-3 of A-3

III. Risk Systems and Support

GWB relies on the CRS system and resource support in order to produce credit risk ratings on commercial and agricultural loans. GWB also reports information on its and its Subsidiaries risk weighted assets to NAB in connection with NAB’s internal risk management processes.

Service	Duration	Cost/ Month
Provide access to the CRS environment and subject matter expertise from the NAB Risk Modeling & Management group to support the CRS environment at GWB, including support in model development, model validation, systems support, project management and general consultation.	Non-Control Date	$2,902
Provide access to applications required for GWB to report its and its Subsidiaries risk weighted assets positions and related information to NAB consistent with past practice.

Service Contacts

Service Provider:	Service Recipient:
Attn: Graeme Reilly    Phone: 61 3 8641 3014    Mobile: 61 (0) 467 741 831    E-mail: Graeme.Reilly@nab.com.au	Attn: Dean DeVos    Phone: 605-373-3148    Mobile: 605-553-2220    E-mail: dean.devos@greatwesternbank.com

A-4 of A-4

IV. Other Systems Access

GWB relies on the App Central in order to log into the NAB system to utilize HFM and Smartview systems which are used to provide NAB with GWB’s financial results and analysis on a monthly basis as well as provide annual budget and forecasting information and I-Certify which is used to submit quarterly and annual certifications to NAB for various financial and operational activities. GWB uses Hyperion Planning annually for budgeting/forecasting purposes.

Service	Duration	Cost/ Month
Provide GWB with access to the following:
•NAB App Central –to be used in order to utilize tools necessary to report GWB financial data and certifications.	Non-Control Date	N/A
•Hyperion Financial Management – to be used to upload monthly financial data through journal uploads via templates provided by NAB, access past financial data related to GWB and access other templates/tools for use in reporting information to NAB.	Non-Control Date	N/A
•Smartview – to be used in connection with Hyperion Financial Management for reporting GWB financial information to NAB.	Non-Control Date	N/A
•Hyperian Planning – to be used to provide GWB budget and forecast information to NAB.	Non-Control Date	N/A
•I-Certify – to be used to prepare quarterly and annual financial and operational certifications by GWB in connection with information reported to NAB, such as information on capital, MSA/RWAs, FDCs and ROMs.	One-year anniversary of the Less Than Majority Holder Date	N/A
•Corporate Responsibility – Provide access to applications required for GWB to report its and its Subsidiaries information as requested by NAB in response to NAB’s corporate responsibility initiatives.	One-year anniversary of the Less Than Majority Holder Date	N/A

Service Contacts

Service Provider:	Service Recipient:
Attn: Jon Buesnet    Phone: (+61) 03 8641 1185    Mobile: (+61) 0455 060 658    E-mail: john.buesnet@nab.com.au	Attn: Kristin Hoff    Phone: 605-373-3191    Mobile: 210-722-9295    E-mail: Kristin.hoff@greatwesternbank.com

A-5 of A-5

V. Tax Support

Prior to the date of the Agreement NAB provided GWB oversight related to various tax considerations pertaining to GWB entities and tax structures to ensure adherence to tax laws that may affect GWB or NAB related entities.

Service	Duration	Cost/ Month
Perform half year and year-end (or more frequently if needed) GWB tax accounting and financial reporting; review of tax matters affecting FIN48 related documentation; tax returns; and other one-time initiatives where tax treatment oversight and recommendations would be required.	One-year anniversary of the Less Than Majority Holder Date	$10,819

Service Contacts

Service Provider:	Service Recipient:
Attn: Lana Lyubomirskaya    Phone: 212-916-9610    Mobile: 212-731-9532    E-mail: Svetlana.Lyubomirskaya@nabny.com	Attn: Michelle Gustin    Phone: 605-336-5626    Mobile: 605-929-8382    E-mail: michelle.gustin@greatwesternbank.com

A-6 of A-6

VI. Ops Risk Event Capture System (“ORECS”)

GWB utilizes NAB’s ORECS system for communicating the operational risk loss events experienced by GWB to NAB, to comply with NAB operational risk framework.

Service	Duration	Cost/ Month
Provide access to Excel-based spreadsheets and templates for reviewing and reporting operational risk events. Provide access to ORECS within NAB App Central.	One-year anniversary of the Less Than Majority Holder Date	NA

Service Contacts

Service Provider:	Service Recipient:
Attn: Monique Somerville    E-mail: Monique.Somerville@nab.com.au	Attn: Jenn Warren    Phone: 605-978-5800    Mobile: 605-496-2090    E-mail: jennifer.warren@greatwesternbank.com

A-7 of A-7

VII. Interest Rate Swaps

GWB utilizes NAB as a counterparty for interest rate swap transactions for the purposes of hedging the GWB loan portfolio.

Service	Duration	Cost/ Month
NAB London Branch will continue to act as a counterparty to GWB on interest rate swap transactions GWB seeks to complete, provided that NAB’s decision to act as counterparty to any particular interest rate swap transaction shall be made consistent with NAB’s prior practice together with such modifications as NAB shall make regarding participation in such transactions from time to time.	One-year anniversary of the Less Than Majority Holder Date	N/A
Provide the interest rate swap services identified in, and on the terms and conditions set forth in, that certain Services Agreement between NAB and Great Western Bank attached as Schedule 1 to this Exhibit A (the “Swap Services Agreement”). To avoid doubt, this will include booking, confirmation, maintenance and settlement of interest rate swap transactions on behalf of GWB; preparation, execution, management and maintenance of such transactions; and anything which the Parties agree constitutes transaction processing for the purposes of this Agreement.	Maturity of all outstanding swaps between NAB, on one hand, and GWB and any of its Subsidiaries, on the other hand	N/A

Service Contacts

Service Provider:	Service Recipient:
Attn: Anthony Deagan    Phone: 212-916-9514    Mobile: N/A    E-mail: anthony.degan@nabny.com	Attn: Matt Jensen    Phone: 605-336-5666    Mobile: 605-251-2619    E-mail: matt.jensen@greatwesternbank.com
Attn: Subodh Karnik    Phone: 212-916-9631    Mobile: N/A    E-mail: subodh.karnik@nabny.com

A-8 of A-8

VIII. Insurance Arrangements

GWB utilizes NAB to maintain GWB’s current insurance arrangements.

Service	Duration	Cost
Provide insurance services for both the general lines and financial lines, including negotiating all policy wordings and premiums, selection of insurers, management of claims and provision of specialist support to GWB. Financial Lines: Directors and Officers Liability Crime and Professional Indemnity Employment Practices Liability Fiduciary Liability General Lines: Property Liability	One-year anniversary of the Less Than Majority Holder Date	Annual Premiums, Annual Insurance Brokers Fee, and an annual negotiated amount based on claims notified and extra services provided (under 25 hours = no charge; over 25 hours = $325 per hour or agreed market rates at the time of the claim)

Service Contacts

Service Provider:	Service Recipient:
Attn: Ross Love    Phone: +61 416 193 111    E-mail: ross_love@national.com.au	Attn: Kristin Hoff    Phone: 605-373-3191    Mobile: 210-722-9295    E-mail: kristin.hoff@greatwesternbank.com

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EX-10.4

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT
amongNATIONAL AUSTRALIA BANK LIMITED,NATIONAL AMERICAS HOLDINGS LLC
andGREAT WESTERN BANCORP, INC.
_____________________
Dated as of October 20, 2014

SC1:3692634.5

TABLE OF CONTENTS

Page

Section 1. Certain Definitions    1

Section 2. Demand Registrations    4

Section 3. Piggyback Registrations    6

Section 4. S‑3 Registrations    8

Section 5. Suspension Periods; Blackout Periods    9

Section 6. Holdback Agreements    10

Section 7. Registration Procedures    11

Section 8. Registration Expenses    16

Section 9. Indemnification    16

Section 10. Participation in Underwritten Offerings    18

Section 11. Securities Act Restrictions    18

Section 12. Transfers of Rights and Collective Action    19

Section 13. Miscellaneous    20

-1-

SC1:3692634.5

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement, dated October 20, 2014 (this “Agreement”), among National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), National Americas Holdings LLC, a Delaware limited liability company (“NAH”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).

In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1.Certain Definitions. In this Agreement, the following terms shall have the meanings assigned below:

“Affiliate” means, with respect to any Person, any other Person that controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled” and “under common control with”) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble and includes all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing. All references to this Agreement shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative.

“beneficially own” means, with respect to any Person, securities of which such Person or any of such Person’s Affiliates, directly or indirectly, has “beneficial ownership” as determined pursuant to Rule 13d‑3 and Rule 13d-5 of the Exchange Act, including securities beneficially owned by others with whom such Person or any of its Affiliates has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities; provided that a Person shall not be deemed to “beneficially own” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates until such tendered securities are accepted for payment, purchase or exchange, (ii) any security as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (1) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act, and (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report).

“Blackout Period” has the meaning set forth in Section 5(b).

“Common Stock” means any of the common stock issued by the Company. If at any time Registrable Common Stock includes securities other than common stock issued by the Company then, when referring to Common Stock other than Registrable Common Stock, “Common Stock” shall include securities of the same class or classes as such other securities.

SC1:3692634.5

“Company” has the meaning set forth in the Preamble.

“Demand Registration” has the meaning set forth in Section 2(a).

“Demand Registration Statement” has the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934.

“Form S‑3” means a registration statement on Form S‑3 under the Securities Act or such successor forms thereto permitting registration of securities under the Securities Act.

“Governmental Authority” means any national, federal, state, municipal, local, territorial, domestic, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

“Holdback Agreement” has the meaning set forth in Section 6.

“Holdback Period” has the meaning set forth in Section 6.

“IPO Lockup” means the restrictions contained in the IPO Underwriting Agreement (or agreements contemplated therein) on offers, sales and registrations of Common Stock and related matters following the pricing of the initial public offering of the Common Stock, after giving effect to any waivers, modifications or terminations of such restrictions.

“IPO Underwriting Agreement” means the Underwriting Agreement between the Company, NAB, NAH and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., dated October 14, 2014, relating to the initial public offering of the Common Stock.

“Minimum Amount” means the lesser of (i) $50,000,000 and (ii) 5% of the aggregate market value of all outstanding Common Stock unless, at any time, the total number of all remaining shares of Registrable Common Stock would, if fully sold, yield gross proceeds to the Stockholder of less than such amount, in which case the “Minimum Amount” shall mean the gross proceeds to be realized upon the sale of all such remaining Registrable Common Stock.

“NAB” has the meaning set forth in the Preamble.

“NAH” has the meaning set forth in the Preamble.

“Non-Control Date” means the date on which NAB ceases to control the Company for purposes of the Bank Holding Company Act of 1956, as amended.

“Other Holdback Parties” has the meaning set forth in Section 6.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporate organization, association, corporation, institution, public benefit corporation, Governmental Authority or any other entity.

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SC1:3692634.5

“Piggyback Registration” has the meaning set forth in Section 3(b).

“Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Common Stock covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Registrable Common Stock” means, at any time, (i) all Common Stock held of record by NAH as of the date hereof, (ii) any securities of the Company issued or issuable after the date hereof with respect to the Common Stock referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of stock, recapitalization, merger, consolidation or other reorganization or otherwise, (iii) all Common Stock issued upon conversion or exchange of shares of non-voting common stock issued by the Company to NAB or any of its Affiliates as of or after the date hereof and (iv) securities issued by the issuer thereof in exchange for or in replacement of any securities referred to in clauses (i), (ii) and (iii), but excluding (v) any and all such Common Stock and other securities referred to in clauses (i), (ii), (iii) and (iv) that (1) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (2) have been sold to someone other than a Stockholder in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act, or (3) are not outstanding (or any combination of clauses (1), (2) and (3)).

“Registration Expenses” has the meaning set forth in Section 8(a).

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Common Stock pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.

“S‑3 Registration” has the meaning set forth in Section 4(a).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Stockholder” means initially NAH and thereafter any other transferee of the Registrable Common Stock that becomes a Stockholder pursuant to Section 12, but in each case only if and for as long as NAH or any such transferee is both (i) a wholly owned subsidiary of NAB (or is NAB) and (ii) the holder of record of Registrable Common Stock. If at any time there is more than one Stockholder, the term “Stockholder” shall mean all Stockholders, collectively, unless the context otherwise requires. For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Common Stock as the holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary.

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“Stockholder Agreement” means Stockholder Agreement, dated the date hereof, between the Company and NAB.

“Stockholder’s Counsel” has the meaning set forth in Section 7(a)(i).

“Suspension Period” has the meaning set forth in Section 5.

“Termination Date” means the first date on which there is no Registrable Common Stock or there is no Stockholder.

“Third Party Holdback Period” means any Holdback Period imposed on the Stockholder pursuant to Section 6 in respect of an underwritten offering of Common Stock in which (i) the Stockholder did not participate or (ii) the Stockholder’s participation was reduced pursuant to Section 3(c) or 3(d).

“underwritten offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public, and “underwritten Shelf Takedown” means an underwritten offering effected pursuant to an S-3 Registration.

In addition to the above definitions, unless the context requires otherwise:

(i)any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time;

(ii)“include”, “includes” and “including” shall be construed as inclusive without limitation, in each case notwithstanding the absence of any express statement to such effect, or the presence of such express statement in some contexts and not in others;

(iii)references to “Section” or the “Preamble” are references to Sections or the introductory paragraph of this Agreement, respectively;

(iv)references to any Governmental Authority include any successor to such Governmental Authority;

(v)references to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced from time to time;

(vi)words such as “herein”, “hereof”, “hereinafter” and “hereby” when used in this Agreement refer to this Agreement as a whole; and

(vii)references to “business day” mean a business day in The City of New York.

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Section 2.Demand Registrations.

(a)Right to Request Registration. Subject to the provisions hereof and to the IPO Lockup and continuing until the Termination Date, the Stockholder may at any time request registration for resale under the Securities Act of all or part of the Registrable Common Stock separate from an S‑3 Registration (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of shares of Registrable Common Stock included in the Demand Registration would, if fully sold, yield gross proceeds to the Stockholder of at least the Minimum Amount. Subject to Section 2(d) and Section 5 below, the Company shall use reasonable best efforts to (i) file a Registration Statement registering for resale such number of shares of Registrable Common Stock as requested to be so registered pursuant to this Section 2(a) (a “Demand Registration Statement”) within forty-five (45) days after the Stockholder’s request therefor and (ii) cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

(b)Number of Demand Registrations. Subject to the limitations of Section 2(a), the Stockholder shall be entitled to request up to five (5) Demand Registrations in the aggregate (for all Persons who are or may become a Stockholder pursuant to Section 12). A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective and the Stockholder is able to register and sell at least seventy-five percent (75%) of the Registrable Common Stock requested to be included in such registration.

(c)Priority on Demand Registrations. The Company may include Common Stock other than Registrable Common Stock in a Demand Registration for any accounts on the terms provided below and in Section 2(g) and, if such Demand Registration is an underwritten offering, only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Stockholder requesting such Demand Registration that in their opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of shares of Registrable Common Stock that the Stockholder proposes to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of shares of Common Stock that can be sold is less than the number of shares of Common Stock proposed to be registered pursuant to clause (i) above by the Stockholder, the amount of Common Stock to be sold shall be allocated to the Stockholder.

(d)Restrictions on Demand Registrations. The Stockholder shall not be entitled to request a Demand Registration (i) within sixty (60) days after the effective date of any prior Demand Registration, Piggyback Registration or S‑3 Registration or the pricing date of any underwritten Shelf Takedown or (ii) when the Company is diligently pursuing a primary underwritten offering pursuant to a Piggyback Registration. The restriction in clause (i) shall not apply to any request for

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a Demand Registration if the request is to register and sell all remaining Registrable Common Stock in an underwritten offering and the managing underwriters for the offering advise the Company that in their judgment (subject to subsequent changes in market conditions) all such remaining stock could be sold in such offering. Notwithstanding the foregoing, the Company shall not be obligated to take any action that would violate any lockup or similar restriction relating to any Demand Registration or underwritten Shelf Takedown then in effect. The Company, however, shall not be obligated to proceed with a Demand Registration if the offering to be effected pursuant to such registration can be effected pursuant to an S‑3 Registration and the Company, in accordance with Section 4, effects or has effected an S-3 Registration pursuant to which such offering can be effected.

(e)Selection of Underwriters. If any of the Registrable Common Stock covered by a Demand Registration is to be sold in an underwritten offering, the Stockholder shall have the right to select the managing underwriter or underwriters to administer the offering, but only with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed).

(f)Other Registration Rights. The Company shall not grant to any Person the right to request the Company (i) to register securities in a Demand Registration unless such rights are consistent with the provisions hereof, or (ii) to register any securities other than securities of the same class as the Registrable Common Stock being registered in a Demand Registration.

(g)Effective Period of Demand Registrations. Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use commercially reasonable efforts to keep such Demand Registration Statement effective for a period equal to sixty (60) days from such date or such shorter period which shall terminate when all of the Registrable Common Stock covered by such Demand Registration has been sold by the Stockholder pursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such sixty (60) days end and before all of the Registrable Common Stock covered by such Demand Registration has been sold pursuant thereto, the Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Common Stock thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Stockholder or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Common Stock or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived due to a breach by the Company of its covenants, representations or warranties therein, and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable Common Stock covered by the Registration Statement is sold by the Stockholder pursuant to such Registration Statement.

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Section 3.Piggyback Registrations.

(a)Certain Offerings by the Company. Prior to the Non-Control Date, the Company shall not register or propose to register any Common Stock under the Securities Act for its own account other than a registration statement on Form S-8 or with NAB’s prior written consent as required by Section 3.1 of the Stockholder Agreement.

(b)Right to Piggyback. Whenever on or after the Non-Control Date the Company proposes to register any Common Stock under the Securities Act (other than a registration statement on Form S-8 or S-4) for its own account, or whenever on or after the date hereof the Company proposes to register any Common Stock under the Securities Act for the account of one or more holders of Common Stock (other than the Stockholder), and the form of registration statement to be used may be used for any registration of Registrable Common Stock (a “Piggyback Registration”), the Company shall give written notice to the Stockholder of its intention to effect such a registration and, subject to Sections 3(c) and 3(d), shall include in such registration statement and in any offering of Common Stock to be made pursuant to that registration statement all Registrable Common Stock with respect to which the Company has received a written request for inclusion therein from the Stockholder within ten (10) days after the Stockholder’s receipt of the Company’s notice. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. If the Company or any other Person other than the Stockholder proposes to sell Common Stock in an underwritten offering pursuant to a registration statement under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering, as applicable, pursuant to a Piggyback Registration.

(c)Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Stockholder (if the Stockholder has elected to include Registrable Common Stock in such Piggyback Registration) that in their opinion the number of shares of Common Stock proposed to be included in such offering exceeds the number of shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock that the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including the Stockholder (if the Stockholder has elected to include Registrable Common Stock in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock requested to be included therein by all such holders or as such holders and the Company may otherwise agree.

(d)Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Common Stock other than the Stockholder, and the managing underwriters advise the Company that in their opinion the number of shares of Common Stock proposed to be included in such registration exceeds the number of shares of Common Stock that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock to be sold in such

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offering), then the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock including the Stockholder (if the Stockholder has elected to include Registrable Common Stock in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock requested to be included therein by such holders or as such holders and the Company may otherwise agree, and (iii) third, the number of shares of Common Stock that the Company proposes to sell.

(e)Selection of Underwriters. The Company shall have the right to select the managing underwriter or underwriters to administer any underwritten offering pursuant to a Piggyback Registration.

(f)Other Registration Rights. The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions hereof.

Section 4.S‑3 Registrations.

(a)Right to Request Registration. At any time that the Company is eligible to use Form S‑3 and continuing until the Termination Date, the Stockholder shall be entitled to request on up to three (3) occasions that the Company file a Registration Statement on Form S‑3 (or an amendment or supplement to an existing registration statement on Form S‑3) for a public offering of all or any portion of the Registrable Common Stock pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S‑3 Registration”). Upon each such request, and subject to Section 5, the Company shall use reasonable best efforts to (i) file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Common Stock specified in such request under the Securities Act on Form S‑3 (an “S‑3 Registration Statement”) for public sale in accordance with the method of disposition specified in such request within thirty (30) days after the Stockholder’s written request therefor and (ii) cause such S‑3 Registration Statement to become effective as soon as practical thereafter. If permitted under the Securities Act, each such Registration Statement shall be one that is automatically effective upon filing.

(b)Right to Effect a Shelf Takedown. The Stockholder shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Common Stock as is then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act. The Stockholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Common Stock included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder of at least the Minimum Amount; and provided, further, that the Stockholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 Registration, or when the Company is diligently pursuing an

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underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

(c)Priority on Underwritten Shelf Takedowns. The Company may include Common Stock other than Registrable Common Stock in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Stockholder that in their opinion the number of shares of Common Stock proposed to be included in the underwritten Shelf Takedown exceeds the number of shares of Common Stock that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of shares of Common Stock that the Stockholder proposes to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of shares of Common Stock that can be sold is less than the number of shares of Registrable Common Stock proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Common Stock to be so sold shall be allocated to the Stockholder. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Stockholder has requested be an underwritten offering.

(d)Selection of Underwriters. If any of the Registrable Common Stock is to be sold in an underwritten Shelf Takedown initiated by the Stockholder, the Stockholder shall have the right to select the underwriter or underwriters, but only with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed).

(e)Other Registration Rights. The Company shall not grant to any Person the right to request the Company (i) to register any Common Stock in an S‑3 Registration unless such rights are consistent with the provisions hereof, or (ii) to include any securities of the Company other than Common Stock in an underwritten Shelf Takedown.

(f)Effective Period of S-3 Registrations. The Company shall use reasonable best efforts to keep any S‑3 Registration Statement effective for a period of one year after the effective date of such registration statement. Notwithstanding the foregoing, the Company shall not be obligated to keep any such registration statement effective, or to permit Registrable Common Stock to be registered, offered or sold thereunder, at any time on or after the Termination Date, unless an underwritten Shelf Takedown has been priced but not completed prior to the Termination Date, in which event the Company shall remain so obligated until such offering is completed.

Section 5.Suspension Periods; Blackout Periods.

(a)Suspension Periods. The Company may (i) delay the filing of a Registration Statement in conjunction with a Demand Registration or an S‑3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Common Stock pursuant to a Demand Registration or an S‑3 Registration, delay such underwritten or other offering (and, if it

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so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the board of directors of the Company determines in good faith that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any material debt or equity financing, any material acquisition or disposition, any material recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing or an offering pursuant to this Section 5 is herein called a “Suspension Period.” In no event shall there be more than two Suspension Periods during any rolling period of three hundred sixty-five (365) days, and the number of days covered by any one or more Suspension Periods shall not exceed sixty (60) days in the aggregate during any rolling period of three hundred sixty-five (365) days. If pursuant to this Section 5 the Company delays a Demand Registration requested by the Stockholder, the Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 2(b). If pursuant to this Section 5 the Company withdraws an S‑3 Registration Statement requested by the Stockholder, the Stockholder shall be entitled to make a further request for an S‑3 Registration pursuant to this Agreement, which will not count against the limitation on the number of such registrations set forth in Section 4(a). The Company shall provide prompt written notice to the Stockholder of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. NAB shall (and shall cause its controlled Affiliates to) keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Common Stock (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period. For the avoidance of doubt, nothing in this Section 5(a) shall affect any of NAB’s rights pursuant to the Stockholder Agreement.

(b)Blackout Periods. Unless the Company otherwise permits by notice in writing to the Stockholder, the Stockholder shall not make any offers or sales of Registrable Common Stock during the period (each a “Blackout Period”) beginning on the 15th day of the third month of each fiscal quarter of the Company and ending one full trading day after the Company publicly issues its earnings release for such fiscal quarter (or fiscal year in the case of the fourth fiscal quarter). A “full trading day” after an earnings release means at least one full-day trading session on the New York Stock Exchange shall have elapsed after the public issuance of such earnings release. Notwithstanding this Section 5(b), but subject to the other provisions hereof, Registrable Common Stock may be offered and sold during a Blackout Period if such offers and sales are made pursuant to a plan that complies with Rule 10b5‑1 under the Exchange Act (and is established outside a Blackout Period). Notwithstanding this Section 5(b), the Stockholder may make offers and sales of Registrable Common Stock in an underwritten offering pursuant to a Demand Registration or in an underwritten Shelf Takedown during a Blackout Period, unless a Suspension Period is in effect.

Section 6.Holdback Agreements.

The restrictions in this Section 6 shall apply only for as long as NAB is the beneficial owner of any Registrable Common Stock. If the Company sells Common Stock or other securities

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convertible into or exchangeable for (or otherwise representing a right to acquire) Common Stock in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not the Stockholder is given an opportunity to participate), or if any other Person sells Common Stock in a secondary underwritten offering pursuant to a Piggyback Registration and the Stockholder is given an opportunity (not subsequently reduced by more than twenty-five percent (25%) or withdrawn pursuant to the “cut-back” provisions of this Agreement) to participate in the offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Stockholder) that a public sale or distribution of Registrable Common Stock outside such offering would materially adversely affect such offering, then, if requested by the Company, NAB shall agree, as contemplated in this Section 6, not to (and to cause its controlled Affiliates not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Common Stock (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, Registrable Common Stock) for a period equal (each such period, a “Holdback Period”) to the lesser of (i) ninety (90) days beginning on and including the pricing date for such underwritten offering and (ii) such shorter period as to which the managing underwriters for such offering may agree (each such agreement of NAB, a “Holdback Agreement”). Notwithstanding the foregoing, the Stockholder shall not be subject to more than one Holdback Agreement relating to an underwritten offering pursuant to a Piggyback Registration during any rolling period of three hundred sixty-five (365) days, other than any such Holdback Agreement relating to an underwritten offering in which the Stockholder was permitted to participate without being subject to an underwriters’ cutback.Each Holdback Agreement shall be in writing in form satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, NAB shall not be obligated to make a Holdback Agreement unless the Company, each selling shareholder in such offering, all of the Company’s officers and directors and each Person (if any) who beneficially owns ten percent (10%) or more of the outstanding Common Stock and has the right to require the Company to register Common Stock for sale under the Securities Act (collectively, “Other Holdback Parties”) also execute agreements substantially identical to such Holdback Agreement. Each Holdback Agreement shall provide that NAB shall be released from its obligations thereunder if and when any of the Other Holdback Parties is released (in whole or in part) from the prohibition on offers and sales of Common Stock in its hold back agreement relating to the same offering (other than a release of an individual that is due to a personal hardship and affects only a small number of Common Stock), and the Company shall promptly notify NAB of any such release. A Holdback Agreement shall not apply to (i) the exercise of any warrants or stock options to purchase stock of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), (ii) transfers to Affiliates where the transferee agrees in writing with the Company to be bound by the terms hereof, or (iii) any Registrable Common Stock included in the underwritten offering giving rise to the application of this Section 6. A Holdback Agreement shall prohibit NAB and its controlled Affiliates from entering into any hedging or similar arrangement in respect of the Registrable Common Stock.

Section 7.Registration Procedures.

(a)Whenever the Stockholder requests that any Registrable Common Stock be registered pursuant to this Agreement, the Company shall use reasonable best efforts to effect, as

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soon as practical as provided herein, the registration and the sale of such Registrable Common Stock in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein:

(i)subject to the other provisions of this Agreement, use reasonable best efforts to prepare and file with the SEC a Registration Statement with respect to such Registrable Common Stock and cause such Registration Statement to become effective (unless it is automatically effective upon filing); and before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Stockholder and the underwriters or other distributors, if any, identified by the Stockholder copies of all such documents proposed to be filed, including documents incorporated by reference in the Prospectus and, if requested by the Stockholder, one set of the exhibits incorporated by reference, and the Stockholder and a single counsel selected by the Stockholder (“Stockholder’s Counsel”) shall have a reasonable opportunity to review and comment on the Registration Statement and each such Prospectus (and each amendment or supplement thereto) before it is filed with the SEC, and the Stockholder shall have the opportunity to object to any information pertaining to the Stockholder that is contained therein and the Company will make the corrections reasonably requested by the Stockholder with respect to such information prior to filing any Registration Statement or Prospectus or any amendment or supplement thereto;

(ii)use reasonable best efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Common Stock covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the Common Stock covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement;

(iii)use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Common Stock for sale in any jurisdiction in the United States;

(iv)furnish to the Stockholder and each managing underwriter, if any, without charge, conformed copies of each Registration Statement and amendment thereto and copies of each supplement thereto promptly after they are filed with the SEC (but only one set of exhibits thereto need be provided); and deliver, without charge, such number of copies of the preliminary and final Prospectus and any supplement thereto as the Stockholder may reasonably request in order to facilitate the disposition of the Registrable Common Stock of the Stockholder covered by such Registration Statement in conformity with the requirements of the Securities Act;

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(v)use reasonable best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws of such U.S. jurisdictions as the Stockholder reasonably requests and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement (provided that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (v), (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction);

(vi)notify the Stockholder and each distributor of such Registrable Common Stock identified by the Stockholder, at any time when a Prospectus relating thereto is required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein not misleading, and, at the request of the Stockholder, the Company shall use reasonable best efforts to prepare, as soon as practical, and in any event within two Business Days, a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(vii)in the case of an underwritten offering in which the Stockholder participates pursuant to a Demand Registration, Piggyback Registration or an S‑3 Registration, enter into an underwriting agreement containing such provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters) as are customary and reasonable for an offering of such kind, and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Common Stock (including, making members of senior management of the Company available to participate in “road-show” and other customary marketing activities);

(viii)in the case of an underwritten offering in which the Stockholder participates pursuant to a Demand Registration, Piggyback Registration or an S‑3 Registration, and to the extent not prohibited by applicable law or pre-existing applicable contractual restrictions, (A) make reasonably available, for inspection by the Stockholder, Stockholder’s Counsel, the managing underwriters of such offering and one counsel (and one accountant) for such managing underwriter, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by the Stockholder or such managing underwriters or attorney in connection with such offering and (C) make the Company’s independent accountants available for any such managing underwriters’ due diligence; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;

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(ix)use reasonable best efforts to cause all such Registrable Common Stock to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;

(x)provide a transfer agent and registrar for all such Registrable Common Stock not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Common Stock pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Common Stock to be sold, subject to the provisions of Section 11;

(xi)make generally available to its shareholders a consolidated earnings statement (which need not be audited) for a period of twelve (12) months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; and

(xii)promptly notify the Stockholder and the managing underwriters of any underwritten offering:

(1)when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(2)of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Stockholder;

(3)of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and

(4)of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdiction; and

(xiii)keep Stockholder’s Counsel reasonably apprised as to the intention and progress of the Company with respect to any Registration Statement hereunder, including by providing Stockholder’s Counsel with copies of all written correspondence with the SEC in connection with any Registration Statement or Prospectus filed hereunder.

For the avoidance of doubt, the provisions of clauses (vii), (viii) and (xi) of this Section 7(a) shall apply only in respect of an underwritten offering and only if (based on market prices at the time the offering is requested by the Stockholder) the number of shares of Registrable Common Stock to be sold in the offering would yield gross proceeds to the Stockholder of at least the Minimum Amount. Notwithstanding any provision of this Agreement, the Company shall not be obligated to

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prepare for inclusion in any Registration Statement any audited financial statements for any period other than a fiscal year of the Company beginning on or after October 1, 2012 or any unaudited financial statements for any period other than a first, second or third fiscal quarter of any such fiscal year.

(b)No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of NAB or the Stockholder or any underwriter or other distributor specifically for use therein.

(c)At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of the Securities Act and until the Termination Date, the Company shall use reasonable best efforts to continuously maintain in effect the registration statement of Common Stock under Section 12 of the Exchange Act and to use reasonable best efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Stockholder to be eligible to sell Registrable Common Stock pursuant to Rule 144 under the Securities Act prior to the Termination Date.

(d)The Company may require the Stockholder and each distributor of Registrable Common Stock as to which any registration is being effected to furnish to the Company any other information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request.

(e)The Stockholder agrees by having its stock treated as Registrable Common Stock hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 7(a)(vi), the Stockholder will immediately discontinue (and direct any other Persons making offers and sales of Registrable Common Stock to immediately discontinue) offers and sales of Registrable Common Stock until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi), and, if so directed by the Company, the Stockholder will deliver to the Company all copies, other than permanent file copies then in the Stockholder’s possession, of the Prospectus covering such Registrable Common Stock current at the time of receipt of such notice.

(f)The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Stockholder nor any other seller of Registrable Common Stock may use a free-writing prospectus to offer or sell any such stock without the Company’s prior written consent.

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(g)It is understood and agreed that any failure of the Company to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Section 2, 4 or 7 or otherwise in this Agreement, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and diligent efforts to resolve those comments, shall not be a breach of this Agreement. However, neither shall any such failure relieve the Company of its obligations hereunder to use reasonable best efforts to remedy such failure.

(h)It is further understood and agreed that the Company shall not have any obligations under this Section 7 at any time on or after the Termination Date, unless an underwritten offering in which the Stockholder participates has been priced but not completed prior to the Termination Date, in which event the Company’s obligations under this Section 7 shall continue with respect to such offering until such offering is completed or for 15 business days, whichever is shorter.

Section 8.Registration Expenses.

(a)All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, Financial Industry Regulatory Authority fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company, and fees and disbursements of one counsel representing the Stockholder (all such expenses being herein called “Registration Expenses”) (but not including any underwriting discounts or commissions attributable to the sale of Registrable Common Stock or fees and expenses of counsel representing any underwriters or other distributors), shall be borne by the Company.

(b)The obligation of the Company to bear the expenses described in Section 8(a) shall apply irrespective of whether a registration, once properly demanded or requested, if applicable, becomes effective, is withdrawn or suspended, is converted to another form of registration and irrespective of when any of the foregoing shall occur; provided, however, that Registration Expenses for any Registration Statement withdrawn solely at the request of the Stockholder (unless withdrawn following commencement of a Suspension Period pursuant to Section 5) shall be borne by the Stockholder.

Section 9.Indemnification.

(a)The Company shall indemnify, to the fullest extent permitted by law, the Stockholder and each Person who controls the Stockholder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus) or any amendment thereof or supplement thereto or arising out of or based upon any omission or alleged

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omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance and in conformity with information furnished in writing to the Company by NAB or the Stockholder expressly for use therein. In connection with an underwritten offering in which the Stockholder participates conducted pursuant to a registration effected hereunder, the Company shall indemnify each participating underwriter and each Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholder, provided, however, that this sentence shall apply only if (based on the current market prices immediately prior thereto) the number of shares of Registrable Common Stock to be sold in the offering would yield gross proceeds to the Stockholder of at least the Minimum Amount (or if the Company otherwise approves the offering for purposes of this Section 9).

(b)In connection with any Registration Statement in which the Stockholder is participating, NAB and the Stockholder shall furnish to the Company in writing such information and certificates as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus, or amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information furnished in writing to the Company by NAB or the Stockholder expressly for use therein.

(c)Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from any liability that it may have to an indemnified Person otherwise than under this Section 9. If such defense is assumed, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local counsel) for all Persons indemnified by such indemnifying Person with respect to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may conflict with those available to another indemnified Person with respect to such claim, in which case such maximum number of counsel for all indemnified Persons shall be two rather than one). Failure to give prompt written notice shall not release the indemnifying Person from its obligations hereunder. The indemnifying Person shall not consent to the entry of any judgment or enter into or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification by any indemnifying Person hereunder unless such judgment or settlement includes as an unconditional

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term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action for which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.

(d)The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities and the Termination Date but only with respect to offers and sales of Registrable Common Stock made before the Termination Date, and offers and sales of Registrable Common Stock made pursuant to a Shelf Takedown that has been priced by not completed prior to the Termination Date.

(e)If the indemnification provided for in or pursuant to this Section 9 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of the Stockholder or NAB be greater in amount than the amount for which such indemnifying Person would have been obligated to pay by way of indemnification if the indemnification provided for under Section 9(a) or 9(b) hereof had been available under the circumstances.

Section 10.Participation in Underwritten Offerings.

No Person (including the Stockholder) may participate in any underwritten offering pursuant to a registration effected hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Stockholder, in the case of any underwritten offering pursuant to a Demand Registration or any underwritten Shelf Takedown, or by the Company, in any other case and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such underwriting arrangements.

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Section 11.Securities Act Restrictions.

The shares of Registrable Common Stock are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Stockholder shall not, directly or through others, offer or sell any shares of Registrable Common Stock except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of shares of Registrable Common Stock other than pursuant to an effective registration statement, the Stockholder shall notify the Company of such transfer and the Company may require the Stockholder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any shares of Registrable Common Stock that are to be transferred in contravention of this Agreement (including Section 6 and this Section 11). Any certificates representing shares of the Registrable Common Stock may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement, until such time as such securities have ceased to be or are to be transferred in a manner that results in their ceasing to be, Registrable Common Stock. Subject to the provisions of this Section 11, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Stockholder in order to facilitate a lawful transfer or at any time after such stock ceases to be Registrable Common Stock.

Section 12.Transfers of Rights and Collective Action.

(a)Transfers to NAB and Subsidiaries. Shares of Registrable Common Stock may be transferred to and held by NAB or any majority-owned subsidiary of NAB from time to time and in whole or in part, but only if the transfer complies with Section 11. Each such transfer shall be effective when (but only when) the transferred securities are registered in the name of the transferee. Upon any such effective transfer, the transferee shall automatically become and have the rights of a Stockholder with respect to the Registrable Common Stock so transferred and the transferor shall automatically cease to be and to have the rights of a Stockholder with respect to the transferred shares of Registrable Common Stock. The Company may require any transferee that becomes a Stockholder to sign a written acknowledgement that it has become a Stockholder hereunder. Notwithstanding the foregoing, any Stockholder that (i) ceases to be the registered owner of Registrable Common Stock or (ii) ceases to be NAB or a majority-owned subsidiary of NAB, shall automatically cease to be a Stockholder and, in the case of clause (ii), any shares of Registrable Common Stock held by such Person shall automatically cease to be Registrable Common Stock for all purposes hereunder. With respect to any Person that ceases to be a Stockholder (either entirely or only with respect to transferred securities), the rights and obligations of such Person arising under Section 9 or otherwise hereunder with respect to periods and matters existing before such cessation shall survive such cessation.

(b)Collective Action. At any time when there is more than one Stockholder, they shall act collectively as if they were one Stockholder holding all of their shares of Registrable Common Stock, and any act, determination or request permitted or required to be done or made hereunder

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by any of them shall be done or made solely by NAB on their behalf in a coordinated manner as if they were one Stockholder. NAB shall cause each Stockholder (and former Stockholder) to perform its obligations under, and otherwise comply with, the provisions of this Agreement.

(c)Transfers to Other Persons. Shares of Registrable Common Stock may be transferred to and held by Persons other than NAB or a majority-owned subsidiary of NAB, but only if the transfer complies with Section 11 and only if, before any such shares are transferred to any such other Person (other than pursuant to a Registration Statement or Rule 144 under the Securities Act), or otherwise become held by any such other Person, such other Person agrees in writing with the Company, in a form reasonably satisfactory to the Company, to comply with Section 11 with respect to any future transfers of such shares. Notwithstanding any other provision of this Agreement, however, no such other Person shall have the rights of a Stockholder or of NAB hereunder, and no shares transferred to or held by any such other Person shall have the benefits afforded to Registrable Common Stock hereunder.

Section 13.Miscellaneous.

(a)Notices. Except as otherwise provided herein, all notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be hand delivered, mailed (postage prepaid) by registered or certified mail or sent by e‑mail or facsimile transmission (with telephone confirmation promptly thereafter),

If to the Company:

Great Western Bancorp, Inc.
100 North Phillips Avenue
Sioux Falls, SD 57104
Attention:    General Counsel
Facsimile:    (605) 333-7882
E-mail:        donald.straka@greatwesternbank.com

If to the Stockholder:

National Australia Bank Limited

Pier 3 Level 4
800 Bourke Street
Docklands, Victoria, Australia 3008
Attention: HO Corporate Advisory Legal
Facsimile: +61 1300 728 820
Email: notices@nab.com.au

or at such other address as any such party hereto may specify by written notice to the others, and, except as otherwise provided herein, each such notice, request, consent and other communication shall for all purposes of the Agreement be treated as being effective or having been given when delivered personally or by mail or, in the case of e-mail or facsimile delivery, upon receipt of e‑mail or facsimile confirmation of delivery and telephonic confirmation.

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(b)No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c)Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, it being understood that there are no intended third party beneficiaries hereof.

(d)Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(e)Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby must be brought in any federal or state court located in the Borough of Manhattan in The City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13(a) shall be deemed effective service of process on such party.

(f)Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g)Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by e‑mail or facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

(h)Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof.

(i)Captions. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any provision of this Agreement.

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(j)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(k)Amendments. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the Company and NAB.

(l)Conditions Precedent. The provisions of this Agreement will only take effect upon the consummation of the initial public offering of the Common Stock and only if the initial public offering of such Common Stock is consummated by October 30, 2014 (or such later date as may be agreed to in writing by the parties hereto).

[Signature Page Follows]

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IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the parties hereto as of the date first written above.

GREAT WESTERN BANCORP, INC.

By: /s/ Donald J. Straka    
Name: Donald J. Straka
Title: General Counsel and Secretary

NATIONAL AUSTRALIA BANK LIMITED

By: /s/ Simon Moore    
Name: Simon Moore
Title:    Executive General Manager,    Group Development

NATIONAL AMERICAS HOLDINGS LLC

By: /s/ Matthew Jensen    
Name: Matthew Jensen
Title: Authorized Person

[Signature Page to Registration Rights Agreement]

EX-10.13

Exhibit 10.13

GREAT WESTERN BANCORP, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

1. Purpose

The purpose of the Great Western Bancorp, Inc. Executive Incentive Compensation Plan (as amended from time to time, the “Plan”) is to help the Company (as hereinafter defined) attract, retain and motivate participating eligible executives by providing incentive awards that ensure a strong pay-for-performance linkage, and to permit the incentive awards to qualify as performance-based compensation under Section 162(m) (taking into account any transition relief available thereunder).

2. Definitions of Certain Terms

(a)“Award” means an amount calculated and awarded to a Participant pursuant to the Plan. Awards may be cash-based or based on the Company’s Shares (i.e., stock-based).

(b)“Board” means the Board of Directors of Great Western Bancorp, Inc., a Delaware corporation (“Great Western”).

(c)“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, and the applicable rulings and regulations thereunder.

(d)“Committee” has the meaning set forth in Section 3(a).

(e)“Company” means Great Western and any Subsidiary, and any successor entity thereto.

(f)“Eligible Executive” means an employee of the Company who, in the discretion of the Committee, is likely to be a “covered employee” under Section 162(m) for the year in which an Award is payable and any other executives of the Company who are selected by the Committee for participation in the Plan.

(g)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

(h)“Fiscal Year” means Great Western’s fiscal year.

(i)“GAAP” has the meaning set forth in Section 5(a).

(j)“Omnibus Plan” means the 2014 Great Western Bancorp, Inc. Omnibus Incentive Plan.

(k)“Participant” means an Eligible Executive participating in the Plan for a Performance Period as provided in Section 4(b).

(l)“Performance Criteria” has the meaning set forth in Section 5(a).

(m)“Performance Goals” has the meaning set forth in Section 5(a).

(n)“Performance Period” means a Fiscal Year or other period of time (which may be longer or shorter than a Fiscal Year) set by the Committee during which the achievement of the Performance Goals is to be measured.

(o)“Section 162(m)” means Section 162(m) of the Code and the applicable rulings and regulations thereunder.

(p)“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) as set forth in Section 162(m)(4)(C) of the Code and the applicable rulings and regulations thereunder.

(q)“Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that section, and any regulations and other administrative guidance thereunder, in each case as they may be from time to time amended or interpreted through further administrative guidance.

(r)“Shares” means shares of common stock of Great Western, par value $0.01 per share.

(s)“Subsidiary” means any corporation, partnership, limited liability company or other legal entity in which Great Western, directly or indirectly, owns stock or other equity interests possessing 25% or more of the total combined voting power of all classes of the then-outstanding stock or other equity interests.

3. Administration of the Plan

(a)Committee. The Compensation Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”) will administer the Plan. The Committee will be appointed by the Board and will consist of not less than two members of the Board who are intended to meet the definition of “outside director” under the provisions of Section 162(m) and the definition of “non-employee director” under the provisions of the Exchange Act, and each of whom is intended to be “independent” as set forth in the applicable rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

(b)Administration. The Committee will have all the powers vested in it by the terms of this Plan, such powers to include the authority (within the limitations described herein) to select the persons to be granted awards under the Plan, to determine the time when Awards will be granted, to determine whether objectives and conditions for earning Awards have been met, to determine whether Awards will be paid at the end of the Performance Period or deferred

(consistent with Section 409A), and to determine whether an Award or payment of an Award should be reduced or eliminated. The Committee will have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Committee deems necessary or advisable. The Committee’s interpretations of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers hereunder, will be final, binding and conclusive for all purposes and on all parties, including the Company, Great Western’s shareholders, its employees and any person receiving an Award under the Plan, as well as their respective successors in interest. The provisions of the Plan are intended to ensure that all Awards granted hereunder qualify for the Section 162(m) Exemption (taking into account any transition relief available), and this Plan is intended to be interpreted and operated consistent with this intention. No member of the Committee will be liable for any action taken or determination made in good faith with respect to the Plan or any Award.

(c)Guidelines. The Committee may adopt from time to time written policies or rules as it deems necessary or desirable for the Committee’s implementation and administration of the Plan.

(d)Delegation of Administrative Authority. The Committee may delegate its responsibilities for administering the Plan to employees of the Company as it deems necessary or appropriate for the proper administration of the Plan. In delegating its authority, the Committee will consider the extent to which any delegation may cause Awards to fail to be deductible under Section 162(m) (taking into account any transition relief available).

4. Eligibility and Participation

(a)Eligibility. All Eligible Executives are eligible to participate in the Plan for any Performance Period.

(b)Participation. For each Performance Period, the Committee, in its discretion, will select the Eligible Executives who will participate in this Plan. The Committee will select the Participants no later than 90 days after the beginning of the Performance Period (or, if shorter, before 25% of the Performance Period has elapsed) in accordance with Section 162(m).

5. Awards

(a)Performance Goals. The “Performance Goals” means the written, objective performance goals established by the Committee for each Performance Period. The Performance Goals will be based on one or more of the following business criteria (either separately or in combination) with regard to Great Western (or a Subsidiary, division, other operational unit or administrative department of Great Western) (“Performance Criteria”): asset growth; earnings per share; enterprise value or value creation targets; combined net worth; debt to equity ratio; revenues; investment performance; operating income (with or without investment income or income taxes); cash flow; margin; net income, before or after taxes; earnings before interest, taxes, depreciation and/or amortization; return on total capital, equity, revenue or assets; and increase in the fair market value of a Share.

Except as otherwise expressly provided, all financial terms are used as defined under Generally Accepted Accounting Principles (“GAAP”) and all determinations will be made in accordance with GAAP, as applied by the Company in the preparation of its periodic reports to stockholders. Any Performance Goals may be measured in absolute terms or relative to historic performance or the performance of other companies or an index. To the extent permitted under Section 162(m) (including, without limitation, compliance with any requirements for stockholder approval), for each Fiscal Year, the Committee may (i) designate additional business criteria on which the Performance Goals may be based or (ii) provide for objectively determinable adjustments, modifications or amendments, as determined in accordance with GAAP, to any of the Performance Criteria described above for one or more of the items of gain, loss, profit or expense: (A) determined to be extraordinary or unusual in nature or infrequent in occurrence, (B) related to the disposal of a segment of a business, (C) related to a change in accounting principle under GAAP, (D) related to discontinued operations that do not qualify as a segment of business under GAAP or (E) attributable to the business operations of any entity acquired by the Company during a Fiscal Year.

Separate Performance Goals may be established by the Committee for Great Westernor a Subsidiary, division, or individual thereof, and different Performance Criteria may be given different weights. To the extent permissible for Awards to qualify for the Section 162(m) Exemption (taking into account any transition relief), the Committee may establish other subjective or objective goals, including individual Performance Goals, which it deems appropriate, for purposes of applying negative discretion in determining the Award amount.

(b)Grant of Awards. In connection with the grant of each Award, the Committee will (i) establish the Performance Goal(s) and the Performance Period applicable to such Award, (ii) establish the formula for determining the amounts payable based on achievement of the applicable Performance Goal(s), (iii) determine the consequences for the Award of the Participant’s termination of employment for various reasons or the Participant’s demotion or promotion during the Performance Period and (iv) establish such other terms and conditions for the Award as the Committee deems appropriate. The foregoing will be accomplished (1) while the outcome for the Performance Period is substantially uncertain and (2) no more than 90 days after the commencement of the Performance Period or, if the Performance Period is less than one year, the number of days which is equal to 25% of the Performance Period.

(c)Certification of Performance. Following the completion of the Performance Period, the Committee will certify in writing the degree to which the Performance Goal(s) applicable to each Participant for the Performance Period were achieved or exceeded. No Awards will be paid for the Performance Period until such certification is made by the Committee. Subject to Section 5(d), the Award for each Participant will be determined by applying the applicable formula for the Performance Period based upon the level of achievement of the Performance Goal(s) certified by the Committee.

(d)Committee Discretion. Notwithstanding anything to the contrary in the Plan, the Committee may, in its sole discretion, reduce or eliminate, but not increase, any Award payable

to any Participant for any reason, including without limitation to reflect individual or business performance and/or unanticipated or subjective factors.

(e)Maximum Awards. No Participant may receive with respect to any Fiscal Year an Award under the Plan of more than $5,000,000. In addition, no Participant may receive with respect to any Fiscal Year an Award under the Plan of more than 1,000,000 Shares. In the event the Performance Period for an Award is more than one Fiscal Year, then for purposes of the limits above, the Award amount will be proportionately spread across the actual Performance Period (providedthat for this purpose, the Award amount may not be spread across more than four (4) years).

(f)Timing of Payment. Awards will generally be payable by the Company to Participants promptly following the determination and written certification of the Committee for the Performance Period pursuant to Section 5(c) above. Notwithstanding the prior sentence, the Committee, in its discretion, may defer the payout or vesting of any Award and/or provide to Participants the opportunity to elect to defer the payment of any Award, subject to Section 6(j).

(g)Form of Payment. Awards may be paid in cash or in the form of stock-based awards. Awards that are granted and denominated in cash may be paid under the Plan, the Omnibus Plan or any other plan maintained by the Company, and Awards that are granted in the form of stock-based awards will be issued pursuant to the Omnibus Plan or any other plan maintained by the Company for stock‑based awards at the time of grant.

(h)Certain Participants not Eligible. To be eligible for payment of any Award, the Participant must be employed by the Company on the last day of the Performance Period unless the Committee specifies otherwise.

6. Miscellaneous Provisions

(a)Effect on Benefit Plans. Awards under the Plan will not be considered eligible pay under other plans, benefit arrangements or fringe benefit arrangements of the Company unless otherwise provided under the terms of such other plans.

(b)Restriction on Transfer. No Award (or any rights and obligations thereunder) granted under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Committee may permit, under such terms and conditions that it deems appropriate in its sole discretion, a Participant to transfer any Award to any person or entity that the Committee so determines. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 6(b) will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award will be binding upon any permitted successors and assigns.

(c)Tax Withholding. Participants will be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt or vesting of any Award. As a condition to the delivery of any payment under this Plan or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award (including, without limitation, Federal Insurance Contributions (FICA) tax), (i) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Participant whether or not pursuant to the Plan, (ii) the Committee will be entitled to require that the Participant remit cash to the Company (through payroll deduction or otherwise) or (iii) the Company may enter into any other suitable arrangements to withhold, in each case in an amount not to exceed in the opinion of the Company the minimum amounts of such taxes required by law to be withheld.

(d)No Rights to Awards. No Company employee or other person will have any claim or right to be granted an Award under the Plan. Neither the adoption of the Plan nor the grant of any Award will confer upon any employee any right to continued employment with the Company, nor will it interfere in any way with the right of the Company to terminate, or alter the terms and conditions of, the employment at any time. The Committee’s determinations under the Plan and Awards need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated).

(e)No Funding of Plan. The Plan will be unfunded, and the Awards will be paid solely from the general assets of the Company. The Company will not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under the Plan. To the extent that any person acquires a right to receive payments under the Plan, the right is no greater than the right of any other unsecured general creditor.

(f)Right of Offset. The Company will have the right to offset against any payments under the Plan any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the meaning of Section 409A, the Committee will have no such right if such offset could subject the Participant to the additional tax imposed under Section 409A in respect of an outstanding Award.

(g)Other Payments or Awards. Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

(h)Successors. All obligations of Great Western under the Plan will be binding on any successor to Great Western whether the existence of such successor is the result of a direct or

indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business or assets of Great Western.

(i)FDIC Limits on Golden Parachute Payments. Notwithstanding anything to the contrary, the Company will not be required to make any payment or grant any Award under the Plan or any Award agreement that would otherwise be a prohibited golden parachute payment within the meaning of Section 18(k) of the Federal Deposit Insurance Act.

(j)Section 409A. All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A will be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A will be interpreted, administered and construed to comply with and preserve such exemption. The Board and the Committee will have full authority to give effect to the intent of the foregoing sentence.

Without limiting the generality of the foregoing, with respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A: (i) any payment due upon a Participant’s termination of employment will be paid only upon such Participant’s separation from service from the Company within the meaning of Section 409A; (ii) any payment to be made with respect to such Award in connection with the Participant’s separation from service from the Company within the meaning of Section 409A (and any other payment that would be subject to the limitations in Section 409A(a)(2)(B) of the Code) will be delayed until six months after the Participant’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (iii) if any payment to be made with respect to such Award would occur at a time when the tax deduction with respect to such payment would be limited or eliminated by Section 162(m), such payment may be deferred by the Company under the circumstances described in Section 409A until the earliest date that the Company reasonably anticipates that the deduction or payment will not be limited or eliminated; (iv) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment; and (v) for purposes of determining whether the Participant has experienced a separation from service from the Company within the meaning of Section 409A, “subsidiary” will mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with Great Western, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, providedthat the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.

(k)Clawback/Recapture Policy. Awards under the Plan will be subject to any clawback or recapture policy that the Company may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed to the Participant.

(l)Severability; Entire Agreement. If any of the provisions of the Plan or any Award agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; providedthat if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

(m)Governing Law. The Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the State of South Dakota, without reference to principles of conflict of laws.

7. Effective Date, Amendments and Termination

(a)Effective Date. The Plan was adopted by the Board on September 26, 2014 and was approved by the stockholder of Great Western on October 10, 2014 (the “Effective Date”).

(b)Amendments. The Committee may at any time terminate or from time to time amend the Plan in whole or in part, but no such action will adversely affect any rights or obligations with respect to any Awards made under the Plan. No such amendment or modification, however, may be effective without approval of Great Western’s shareholders if such approval is necessary to comply with the requirements of the Section 162(m) Exemption (taking into account any transition relief available thereunder) including (i) any change to the class of persons eligible to participate in the Plan, (ii) any change to the Performance Goals or Performance Criteria or (iii) any increase to the maximum dollar amount that may be paid to a Participant for a Performance Period.

(c)Termination. The Plan will continue in effect until terminated by the Committee.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF GREAT WESTERN BANCORP, INC.

Name	Jurisdiction of Incorporation/Organization
Great Western Bank	South Dakota
First Federal Investment Services, Inc.	Iowa
First Iowa Mortgage, Inc.	Iowa
FITS, Inc.	Iowa
Great Western Service Corporation	South Dakota
GW Leasing, Inc.	Nebraska
GWB, LLC	Nebraska
Security Bancservices Group, Inc.	Iowa
TMS Corporation of the Americas	Nebraska
Great Western Financial Services, Inc.	Nebraska
TierOne Reinsurance Company	Arizona
Valley Heights Lincoln LLC	Nevada
Wintergreen Real Estate Holding, LLC	Colorado
Great Western Statutory Trust IV	Connecticut
GWB Capital Trust VI	Delaware
Sunstate Bancshares Trust II	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan (333-199426)

(2) Great Western Bancorp, Inc. 2014 Non-Employee Director Plan (333-199426)

of our report dated December 12, 2014, with respect to the consolidated financial statements of Great Western Bancorp, Inc. included in this Annual Report (Form 10-K) for the year ended September 30, 2014.

/s/ Ernst & Young LLP

Chicago, Illinois

December 12, 2014

Page 1

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ken Karels, President and Chief Executive Officer of Great Western Bancorp, Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of Great Western Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 12, 2014

By:    /s/ Ken Karels    

Name:    Ken Karels

Title:    President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Chapman, Executive Vice President and Chief Financial Officer of Great Western Bancorp, Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of Great Western Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 12, 2014

By:    /s/ Peter Chapman    

Name:    Peter Chapman

Title:    Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Great Western Bancorp, Inc. (the “Company”) on Form 10-K for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ken Karels, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 12, 2014

By:    /s/ Ken Karels    

Name:    Ken Karels

Title:    President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Great Western Bancorp, Inc. (the “Company”) on Form 10-K for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Chapman, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 12, 2014

By:    /s/ Peter Chapman

Name:    Peter Chapman

Title:    Executive Vice President and

Chief Financial Officer