Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
 
 
 
(Mark One)
 
 
þ

 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended September 30, 2016
 
 
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)
 
 
 

225 South Main 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  x   No  o 
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.  x
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. (Check one):
Large accelerated filer  x
 
Accelerated filer   o
 
Non-accelerated filer   o
(Do not check if a smaller company)
 
Smaller reporting company   o
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
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 2016 was $1,506,535,977.
As of November 18, 2016, the number of shares of the registrant’s Common Stock outstanding was 58,714,523.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the annual meeting of shareholders to be held on February 27, 2017, and to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended September 30, 2016, are incorporated by reference under Part III.



GREAT WESTERN BANCORP, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
 
 
 
 
 
 


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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; and
◦
Great Western Bancorp, Inc., a Delaware corporation, and its consolidated subsidiaries, for all periods after the completion of the Formation Transactions;
•
“Great Western” refers to Great Western Bancorporation, Inc. but not its consolidated subsidiaries, for all periods prior to the Formation Transactions, and Great Western Bancorp, Inc. but not its consolidated subsidiaries, for all periods after the completion of the Formation Transactions;
•
our “bank” refers to Great Western Bank, a South Dakota banking corporation;
•
“NAB” refers to National Australia Bank Limited, an Australian public company that was our ultimate parent company prior to our initial public offering in October 2014 and, until July 31, 2015, our principal ultimate stockholder;
•
“NAI” refer to National Americas Investment, Inc., a Delaware corporation and wholly owned, indirect subsidiary of NAB, through which NAB indirectly owned our common stock until July 31, 2015;
•
our “states” refers to the nine states (Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota) in which we currently conduct our business;
•
our “footprint” refers to the geographic markets within our states in which we currently conduct our business; and
•
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.


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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;
•
the effect of the current low interest rate environment or 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;
•
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 and lease 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;


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•
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;
•
the incremental costs of operating as a standalone public company;
•
our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002 to maintain an effective system of internal control over financial reporting;
•
our ability to retain service providers to perform oversight or control functions or services that have otherwise been performed in the past by NAB;
•
various risks and uncertainties associated with our recently completed acquisition of HF Financial Corp. ("HF Financial"), including, without limitation, our ability to effectively and timely integrate HF Financial's operations into our operations, our ability to achieve the estimated synergies from the proposed transaction, litigation related to the proposed transaction and the effects of the proposed transaction on our future financial condition, operating results, strategy and plans;
•
damage to our reputation from any of the factors described above; and
•
other risks and uncertainties inherent to our business, including those discussed 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 forward-looking statements contained in this Annual Report on Form 10-K. 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 173 branches in attractive markets in nine states: Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. We were established more than 80 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, highly efficient operating model, robust approach to risk management and presence in attractive markets, we have achieved significant and profitable growth—both organically and through disciplined acquisitions. We have successfully completed nine 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, and our acquisition of HF Financial Corp. ("HF Financial"), which represented approximately $1.12 billion of acquired assets and which we completed on May 16, 2016. Our net income was $121.3 million for fiscal year 2016 and our loans and total assets were $8.74 billion and $11.53 billion, respectively, at September 30, 2016.
            usagwbbranches8122016.jpg
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 ("C&I") loans, commercial real estate ("CRE") loans and agribusiness loans. At September 30, 2016, our business and agribusiness loans collectively accounted for 87.0% of our total loan portfolio. In addition, 66.2% of our aggregate loan portfolio, comprising 43.0% of CRE loans, 11.7% of residential real estate loans and 11.5% of agriculture real estate loans, 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. 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


6



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” and a “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 and bankers 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 approach. 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 77 new business and agribusiness relationship bankers since January 1, 2011 (out of a total of approximately 186 business and agribusiness relationship bankers at September 30, 2016), with average industry experience of over 16 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 both the performance of the Company and their individual overall performance. We measure individual banker performance based on revenue, loans originated, deposits raised and asset quality/risk, among other performance measurements. We believe this structure establishes the appropriate incentives to serve our customers' needs, maintain strong 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 offer customers a range of products and services to fulfill their financial needs.
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 and/or deposit 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.
During fiscal year 2016, we recruited bankers and broadened our market presence in Scottsdale, Arizona; Waterloo, Iowa and the Quad Cities, Iowa areas. We believe this will generate additional growth opportunities and represents execution of this strategy.
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 offering a range of products and services suitable to


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their needs. 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. During fiscal year 2016, we launched an enhanced cash management platform to many of our largest business depositors and a new online banking and mobile platform for consumer customers. We believe these enhancements are more competitive product offerings and expect them to contribute to growth in deposit balances over time.
Continue to Improve Efficiency and Lower Costs
We believe that our focus on operational efficiency, even in light of incremental costs related to being a public company with over $10 billion in consolidated total assets, 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 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 nine acquisitions since 2006, including our 2010 FDIC assisted acquisition of TierOne Bank, which represented approximately $2.5 billion in acquired assets, and our most recent acquisition of HF Financial, which represented approximately $1.12 billion in acquired assets and was completed on May 16, 2016. 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.
a20161026085045scrollview.jpg    
Our Operating Model
We believe our highly efficient and scalable operating model has enabled us to operate profitably, remain competitive,


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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 National Australia Bank Ltd
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 National Australia Bank Ltd. ("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.
Prior to the initial public offering of shares of our common stock in October 2014, we were an indirect wholly-owned subsidiary of NAB. NAB sold 18.4 million shares, representing 31.8% of our common stock, in the initial public offering. On May 6, 2015, NAB sold 23.0 million shares of our common stock, representing 39.7% of the common stock, in the second stage of its planned divestiture. After completion of the May 6, 2015, offering, NAB beneficially owned 28.5% of our outstanding common stock. On July 31, 2015, NAB sold all of its remaining shares of our common stock in a secondary public offering of 13.8 million shares and a concurrent share repurchase transaction in which we acquired 2.7 million shares from NAB to fully divest its ownership. There are no unaccrued debts payable to NAB and its affiliates remaining.
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 non-interest-bearing demand deposit and savings accounts and corporate credit cards. At September 30, 2016, business banking represented $2.61 billion in deposits, an increase of $470.7 million from September 30, 2015, and $5.43 billion in loans, an increase of $970.7 million over the same period, which represents 30.3% and 62.2%, 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 of 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 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 land development loans within construction and development lending, in particular, which we believe is relatively riskier than other


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types of CRE lending, including owner-occupied CRE lending. The composition of our business lending, as of September 30, 2016, is as follows:
 
September 30, 2016
 
Nebraska
 
Iowa / 
Kansas /
Missouri
 
South 
Dakota
 
Arizona /
Colorado
 
North Dakota / Minnesota
 
Other(2)
 
Total
 
% of Total
Loan
Unpaid
Principal
Balance
 
(dollars in thousands)
C&I loans (1)
$
303,076

 
$
792,677

 
$
313,623

 
$
199,041

 
$
3,054

 
$
61,695

 
$
1,673,166

 
19.2
%
Non-owner-occupied CRE loans (1)
252,636

 
411,380

 
509,582

 
368,793

 
76,824

 
58,792

 
1,678,007

 
19.2
%
Owner-occupied CRE loans (1)
222,000

 
323,632

 
312,222

 
276,926

 
32,000

 
485

 
1,167,265

 
13.4
%
Construction and development loans (1)
120,949

 
123,470

 
64,335

 
133,260

 
23,437

 
4,517

 
469,968

 
5.4
%
Multifamily residential real estate loans (1)
136,451

 
71,147

 
132,547

 
38,037

 
59,422

 
1,263

 
438,867

 
5.0
%
Total business loans
$
1,035,112

 
$
1,722,306

 
$
1,332,309

 
$
1,016,057

 
$
194,737

 
$
126,752

 
$
5,427,273

 
62.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (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.
 (2) Balances in this column represent acquired workout loans and certain other loans managed by our workout 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 compositions of our C&I and CRE loan portfolios, aggregated by customer exposure as of September 30, 2016, are diversified across loan sizes, as set forth below:
                C&I and CRE Loan Portfolio Compositions
C&I                            CRE
     canitable1a02.jpg cretable2a02.jpg

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. We have developed extensive expertise and brand recognition in agribusiness lending, which is one of the largest industries that we serve. We 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, 2016, our agribusiness loan portfolio was $2.17 billion, representing 24.8% of our bank’s $8.68 billion in total lending. Our agribusiness loan portfolio was balanced at September 30, 2016, among the major types of agricultural production undertaken in our footprint, with grains (primarily corn, soybeans and wheat) representing 35.5% of our agribusiness loan portfolio; proteins (primarily beef cattle, dairy products and hogs) representing 50.4% of our agribusiness loan portfolio; and other products


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(including cotton, trees, fruits and nuts and vegetables, among others) representing 14.1% of our agribusiness loan portfolio, as set forth below:
Agribusiness Loan Portfolio
         agtable3.jpg
The composition of our agribusiness lending portfolio is also geographically diversified across our footprint in our five business regions, as set forth below:
 
September 30, 2016
 
Agribusiness Loans
 
% of Agribusiness
Loan Portfolio
 
(dollars in thousands)
South Dakota
$
812,546

 
37.4%
Arizona and Colorado
720,735

 
33.2%
Iowa, Kansas and Missouri
446,157

 
20.6%
North Dakota and Minnesota
3,639

 
0.2%
Nebraska
171,131

 
7.9%
Other(1)
14,729

 
0.7%
Total
$
2,168,937

 
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.
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, 2016, our branch network consisted of 173 branch offices located in 128 communities. Our branch network enhances our ability to gather deposits, expand our brand presence, service our customers’ needs, originate loans and maintain our customer relationships.
We offer traditional banking products to our retail customers, including non-interest-bearing demand accounts, interest-bearing savings and money market accounts, individual retirement accounts, or ("IRAs"), and time certificates of deposits. As the banking industry continues to experience broader customer acceptance of online and mobile banking tools for conducting basic


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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 many 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, 2016, we had ATMs at 162, or 93.6%, of our branches and had another 32 company-owned ATMs at off-site locations. We are part of the MoneyPass, SHAZAM and NETS networks, enabling our customers to withdraw cash surcharge-free and service charge-free at over 25,000 ATM locations across the country.
Our retail branch network is spread among our five regions as follows:
 
September 30, 2016
 
Number of branches
 
% of branches
South Dakota
38
 
22.0%
Arizona and Colorado
27
 
15.6%
Iowa, Kansas and Missouri
54
 
31.2%
North Dakota and Minnesota
3
 
1.7%
Nebraska
51
 
29.5%
Total
173
 
100.0%
We also provide a variety of loan products to individuals. At September 30, 2016, our residential real estate and consumer portfolio was $1.10 billion, representing 12.6% of our total lending, and comprised residential mortgage loans, home equity loans and home equity lines of credit and general lines of credit, 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, 2016, we sold $291.2 million of these loans and serviced $868.9 million of mortgage loans. At September 30, 2016, we had a retail and mortgage loan officer base of 419 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 registered broker-dealers and our 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, 2016 our investment representatives had $818.7 million in assets under management, and, through our trust services group, we had $880.0 million in assets under management, for a combined total of $1.70 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 opportunities to provide a wider range of financial services products to our customers 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.


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The following chart sets forth the composition of our loan portfolio by loan category as of September 30, 2016:
        loantable4.jpg
Our underwriting principles, discussed below, require portfolio diversification across geographies, industries and customers. Our lending is diversified both geographically, predominantly across our nine footprint states, and 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 9.0% 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 0.8% of our total loans, and our top ten loan exposures represent approximately 4.6% of our total loans at September 30, 2016.
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, leverage, collateral quality and adequacy, industry dynamics, 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.
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, along with periodic inspections. 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, 2016, less than 1.0% 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).


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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 analysis 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 1.10-1.25 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 line 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 typically 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 which is predominantly across nine 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.
•
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 collateral, which provides a secondary repayment source, 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 consumers, 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, 2016, we held $8.60 billion of total deposits. At September 30, 2016, our deposit base consisted of $3.51 billion, or 40.8%, in checking accounts, $3.71 billion, or 43.2%, in money market and savings accounts, and $1.38 billion, or 16.1%, in time deposits and IRAs.


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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, 2016:
 
 
September 30, 2016
 
 
Number of
Branches
 
Deposits
 
% of Deposits
 
 
(dollars in thousands)
Nebraska
 
51
 
$
2,297,599

 
26.7%
Iowa, Kansas and Missouri
 
54
 
2,531,781

 
29.4%
South Dakota
 
38
 
2,258,707

 
26.2%
Arizona and Colorado
 
27
 
1,331,127

 
15.5%
North Dakota and Minnesota
 
3
 
101,421

 
1.2%
Corporate and other
 
—
 
84,155

 
1.0%
Total
 
173
 
$
8,604,790

 
100.0%
Our deposit base is also diversified by client type. As of September 30, 2016, no individual depositor represented more than 1.2% of our total deposits, and our top ten depositors represented 7.9% 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 0.68% at September 30, 2012 to 0.32% at September 30, 2016. At September 30, 2016, our deposit base included $874.5 million of municipal deposits, against which we were required to hold $492.7 million of collateral. Municipal deposits represent approximately 657 customers with an average balance per customer of $1.3 million.
The graph below shows our total deposits and deposits acquired at the end of each fiscal year presented, as well as weighted average costs of deposits for each fiscal year presented:
        depositgraph1.jpg
Risk Oversight and Management
We believe risk management is another core competency of our business. As we have grown, our risk team and its capabilities have expanded. 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.


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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 93 risk management employees as of September 30, 2016 (including 11 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 Management 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 Management 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 Management Risk Committee is supported by the following five 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, Risk Standards Review Panel 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 leadership team, 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 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, 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 and lease 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


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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) that are over $250,000 will generally fall under the management or consultation of our strategic business services team ("SBS"), our specialist loan rehabilitations, workout and other real estate owned ("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 the bank 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.”
Operational Risk
Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters), 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 large nationwide banks such as U.S. Bank, Wells Fargo, Bank of America; regional banks such as 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.


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Finally, deposit acquisition and retention is affected by the customer's online and mobile banking experience. During fiscal year 2016, we launched an enhanced cash management platform for our business depositors and a new online banking and mobile platform for consumer customers. We believe these enhancements are more competitive product offerings and expect them to contribute to growth in deposit balances over time.
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 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.
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. As advantageous, we work with our third party vendors to 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. During fiscal year 2016, we have successfully executed several initiatives to enhance our online, mobile and cash management banking services to further improve the overall client experience.
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, 2016, we had 1,649 total employees, which included 1,487 full-time employees, 161 part-time employees and 1 temporary employee. Of our 1,649 employees, 1,176 are in core banking (i.e., non-line of business branch network employees, including relationship bankers), 101 employees are in lines of business (e.g., mortgage, credit cards, investments), 32 employees are in finance, 209 employees are in support services (i.e., employees in operations, IT and projects), 93 employees are in risk management (including 11 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.


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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
 
59
 
President, Chief Executive Officer and Director
Peter Chapman
 
42
 
Chief Financial Officer and Executive Vice President
Stephen Ulenberg
 
59
 
Chief Risk Officer and Executive Vice President
Doug Bass
 
55
 
Regional President and Executive Vice President
Bryan Kindopp
 
49
 
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 from 2010 through 2014, as well as the President and Chief Executive Officer and on the Board of Directors of Great Western Bancorp, Inc. since its formation in 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’ duties include overall leadership and executive oversight of Great Western Bank. Mr. Karels has 39 years of banking experience and expertise in all areas of bank management and strategic bank 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 $10 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 from 2013 through 2014 and on its Board of Directors from January 2013 until October 2014, 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 over 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 Bancorporation, Inc.’s Chief Risk Officer and Executive Vice President from 2010 through 2014, as well as well as the Chief Risk Officer and Executive Vice President of Great Western Bancorp, Inc. since its formation in July 2014. Mr. Ulenberg is also the Chief Risk Officer and Executive Vice President of Great Western Bank. Mr. Ulenberg is responsible for ensuring that risk is effectively managed and overseen across our enterprise. Mr. Ulenberg has 32 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.
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 and mortgage banking business lines. In total, Mr. Bass has over 33 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


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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, Nebraska, Minnesota and North Dakota. In these states, Mr. Kindopp is responsible for branch operations of 95 of our locations and approximately 700 of our employees. Mr. Kindopp has 25 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 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 was employed for 10 years with Marquette Bank. He served as its Vice President and was Market Manager for three years in Kimball, SD.
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 Bank Holding Company Act or 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 is also subject to the disclosure and regulatory requirements of the Exchange Act administered by the Securities and Exchange Commission, or the SEC, and, following the listing of our common stock, the rules adopted by the New York Stock Exchange, or NYSE, applicable to listed companies.
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. Our bank is also subject to the enforcement and rule-making authority of the Consumer Financial Protection Bureau, or the CFPB, regarding consumer financial products. The CFPB has authority to create and enforce consumer protection rules and regulations and has the power to examine our bank for compliance with such rules and regulations. The CFPB also has the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets, such as our bank. In addition, we offer certain insurance and investment products through our bank and our bank’s subsidiaries that are 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 wealth management and investment services to customers.
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


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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 savings 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. 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.
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.


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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 that meet the definition of a "covered bank" 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. A "covered bank" is a bank holding company or a bank which has an average of consolidated assets over the four most recent consecutive quarters greater than $10 billion. We became a "covered bank" as of June 30, 2016 and as such we will report our first stress test under the 2018 year stress test cycle. We have an ongoing 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 Sections 23A and 23B of the Federal Reserve Act. 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. Generally, Sections 23A and 23B limit the extent to which our bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of our bank's capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus, and 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 addition, any credit transactions with an 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 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
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 use a combination of risk-based guidelines and a leverage ratio to evaluate capital adequacy. The risk-based capital guidelines applicable to us and our bank are based


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on the Basel Committee’s December 2010 final capital framework, known as Basel III, as implemented by the federal bank regulators. The 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 following tiers depending on its characteristic:
Common Equity Tier 1 ("CET1") Capital CET1 capital for us includes common equity, surplus and retained earnings less goodwill, most intangible assets and certain other assets. The capital rules require bank holding companies and banks to include Accumulated Other Comprehensive Income ("AOCI") into CET1 unless the bank and bank holding company use a one-time election to exclude AOCI from its regulatory capital metrics on January 1st, 2015. We elected to exclude AOCI from CET1.
Tier 1 (Core) Capital-Tier 1 capital for us includes CET1 and 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 for us includes qualifying subordinated debt and a limited amount of allowance for loan and lease losses.
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. 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 Capital Rules. In July 2013, the federal bank regulators approved final rules, or the 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 Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and banks, including us and our bank, compared to the previous risk-based capital rules. The Capital Rules revise the components of capital and address other issues affecting the numerator in regulatory capital ratio calculations. The Capital Rules also address risk weights and other issues affecting the denominator in regulatory capital ratio calculations, including 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 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 Capital Rules became effective for us and for our bank beginning on January 1, 2015.
Under the Basel III Capital Rules, the minimum capital ratios are (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 current capital rules also include a 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 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 began 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 Capital Rules will require us, and our bank, to maintain an 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 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


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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 began 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 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 Capital Rules, however.
The Capital Rules also prescribed a new standardized approach for risk weightings that expanded 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 Capital Rules also revised 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, 2016, we and our bank would meet all capital adequacy requirements under the Capital Rules on a fully phased-in basis as if such requirements were then in effect.
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 2015, 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.
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 Capital Rules revised 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 previous 6%); and (iii) eliminating the provision that provided that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized. The Capital Rules do not change the total risk-based capital requirement for any prompt corrective action category.
As of September 30, 2016, we and our bank were well capitalized with Tier 1 capital ratios of 11.1% and 11.3%, respectively, total capital ratios of 12.2% and 12.0%, respectively, Tier 1 leverage ratios of 9.5% and 9.7%, respectively, and a CET1 ratio of 10.2% and 11.3%, respectively, as calculated under Basel III which went into effect on January 1, 2015. 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 federal banking agencies have adopted the Interagency Guidelines for Establishing Standards for Safety and Soundness. The guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings 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 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. Our bank’s assessment rates are currently based on its risk


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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. However, 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, the FDIC will use a performance score and a loss-severity score 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. With the acquisition of HF Financial on May 16, 2016, as of the quarter ended June 30, 2016 our total assets exceeded $10 billion.
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. With the acquisition of HF Financial on May 16, 2016, our total consolidated assets exceeded $10 billion. As the average of our total consolidated assets over the four most recent quarters exceeds $10 billion we are required to perform annual stress tests as described above in "—Dividends; Stress Testing" and below in "—Capital and Stress Testing Requirements". 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:
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be required to have 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;
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calculate our FDIC deposit assessment base using the performance score and a loss-severity score system described above in “—Deposit Insurance;” and
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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.”
Prior to exceeding $10 billion or more in total consolidated assets, we began 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.


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The Volcker Rule
The Dodd-Frank Act prohibits insured depository institutions and their holding companies from engaging in proprietary trading except in limited circumstances, and prohibits them from owning equity interests in excess of three percent (3%) of Tier 1 Capital in private equity and hedge funds (known as the "Volcker Rule"). In December 2013, federal regulators adopted final rules to implement the Volcker Rule. The Final Rules prohibit banking entities from (1) engaging in short-term proprietary trading for their own accounts, and (2) having certain ownership interests in and relationships with hedge funds or private equity funds, which are referred to as "covered funds". The Final Rules are intended to provide greater clarity with respect to both the extent of those primary prohibitions and of the related exemptions and exclusions. The Final Rules also require each regulated entity to establish an internal compliance program that is consistent with the extent to which it engages in activities covered by the Volcker Rule, which must include (for the largest entities) making regular reports about those activities to regulators. Although the Final Rules provide some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including the Great Western and our bank. Although the Final Rules were effective April 1, 2014, the Federal Reserve issued an order extending the period that institutions have to conform their activities to the requirements of the Volcker Rule to July 21, 2015. In addition, the Federal Reserve granted an extension until July 21, 2016 of the conformance period for banking entities to conform investments in and relationships with covered funds that were in place prior to December 31, 2013, and announced its intention to further extend this aspect of the conformance period until July 21, 2017. Great Western has evaluated the implications of the Final Rules on its investments and does not expect any material financial implications.
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.
Interstate Branching
Pursuant to the Dodd-Frank Act, national and state-chartered banks, such as our bank, may open an initial branch in a state other than its home state (e.g., a host state) by establishing a de novo branch at any location in such host state at which a bank chartered in such host state could establish a branch. Applications to establish such branches must still be filed with the appropriate primary federal regulator.
Capital and Stress Testing Requirements
Capital Requirements
We are subject to various regulatory capital requirements both at the Company and at the Bank level administered by the Federal Reserve and the FDIC, respectively. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. Our capital amounts and classification are also subject to judgments by the regulators regarding qualitative components, risk weightings, and other factors. We have consistently maintained regulatory capital ratios at or above the well capitalized standards.
In July 2013, the Federal regulators issued final rules establishing a new comprehensive capital framework for U.S. banking organizations. These rules implemented certain provisions of the Dodd-Frank Act and a separate international framework established by the Basel Committee on Banking Supervision for the regulation of capital and liquidity, generally referred to as "Basel III". The final rules seek to strengthen the components of regulatory capital, increase risk-based capital requirements, and make selected changes to the calculation of risk-weighted assets. The final rules, among other things:
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revise minimum capital requirements and adjust prompt corrective action thresholds;
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revise the components of regulatory capital and create a new capital measure called "Common Equity Tier 1", which must constitute at least 4.5% of risk-weighted assets;


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specify that Tier 1 capital consists only of Common Equity Tier 1 and certain "Additional Tier 1 Capital" instruments meetings specified requirements;
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apply most deductions/adjustments to regulatory capital measures to Common Equity Tier 1 and not to other components of capital, potentially requiring higher levels of Common Equity Tier 1 in order to meet minimum ratio requirements;
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increase the minimum Tier 1 capital ratio requirements from 4% to 6%;
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retain the existing risk-based capital treatment for 1-4 family residential mortgage exposures;
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permit most banking organizations, including Great Western, to retain, through a one-time permanent election, the existing capital treatment for accumulated other comprehensive income;
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implement a new capital conservation buffer of Common Equity Tier 1 capital equal to 2.5% of risk-weighted assets, which will be in addition to the 4.5% Common Equity Tier 1 capital ratio and be phased in over a three year period beginning January 1, 2016 (this buffer is generally required to make capital distributions and pay executive bonuses);
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increase capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short-term loan commitments;
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require the deduction of mortgage servicing assets and deferred tax assets that exceed 10% of Common Equity Tier 1 capital in each category and 15% of Common Equity Tier 1 capital in the aggregate; and
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remove references to credit ratings consistent with the Dodd-Frank Act and establish due diligence requirements for securitization exposures.
The Basel III Rules also require FDIC-insured state non-member banks and bank holding companies with total consolidated assets of more than $10 billion ("covered institutions") to establish a "capital conservation buffer" (consisting entirely of common equity Tier 1 capital) that will be 2.5% above the new regulatory minimum capital requirements when it is fully phased in. The result will be an increase in the minimum common equity Tier 1, Tier 1, and Total capital ratios to 7.0%, 8.5%, and 10.5%, respectively.
The new capital conservation buffer requirement is being phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution can be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital levels fall below these amounts. The Basel III Rules also establish a maximum percentage of eligible retained income that can be utilized for such capital distributions.
The Basel III Rules also eliminate the inclusion of certain instruments, such as trust preferred securities, from Tier 1 capital. In addition, Tier 2 capital is no longer limited to the amount of Tier 1 capital included in total capital. In addition, certain deferred tax assets, and investments in unconsolidated subsidiaries over designated percentages of common stock, will be required to be deducted from capital, subject to a two-year transition period. Finally, Tier 1 capital will include accumulated other comprehensive income, which includes all unrealized gains and losses on available-for-sale debt and equity securities.
Under the final rules, compliance was required beginning January 1, 2015 for most banking organizations, including Great Western Bank, subject to a transition period for several aspects of the final rules, including the new minimum capital ratio requirements, the capital conservation buffer, and the regulatory capital adjustments and deductions. Requirements to maintain higher levels of capital could adversely impact our return on equity. We believe we will continue to exceed all estimated well-capitalized regulatory requirements under these new rules on a fully phased-in basis. For further detail on capital and capital ratios see discussion under Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," sections "Liquidity" and "Capital".
Capital Planning and Stress Testing Requirements
On October 12, 2012, the federal bank regulatory agencies published final rules implementing the company-run stress test requirements mandated by the Dodd-Frank Act for U.S. bank holding companies with total consolidated assets of $10 billion to $50


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billion. Under the rules, we will be required to conduct annual company-run stress tests using different scenarios (baseline, adverse and severely adverse) provided annually by the Federal Reserve and the FDIC. The stress test is designed to assess the potential impact of different scenarios on earnings, losses and capital over a set time period, with consideration given to certain factors, including the organization's condition, risks, exposures, strategies and activities. The banking agencies have issued guidance on stress testing for banking organizations with more than $10 billion in total consolidated assets. This guidance outlines four "high-level" principles for stress testing practices that regulators expect banking organizations to include in their stress testing framework. In particular, the stress testing framework should (i) include activities and exercises that are tailored to and sufficiently capture the banking organization's exposures, activities and risks, (ii) employ multiple conceptually sound stress testing activities and approaches, (iii) be forward-looking and flexible, and (iv) be clear, actionable, well-supported, and used in the decision-making process.
Banking organizations with total consolidated assets of $10 billion to $50 billion will be required to report the results of the stress test by July 31 of each year, using data as of December 31 of the preceding year, and subsequently publish a summary of the results between October 15 and October 31. We anticipate that our pro forma capital ratios, as reflected in the stress test calculations under the required stress test scenarios, will be an important factor considered by the Federal Reserve in evaluating whether proposed payments of dividends or stock repurchases are consistent with its prudential adverse scenarios could adversely impact our net income and our return on equity.
Prompt Corrective Regulatory Action
Federal law requires, among other things, that federal bank regulatory authorities take "prompt corrective action" with respect to institutions that do not meet minimum capital requirements. For such purposes, the law establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.
As a result of the Basel III Rules, new definitions of the relevant measures for the five capital categories took effect on January 1, 2015. An institution is deemed is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 8% or greater, a common equity Tier 1 risk-based capital ratio of 6.5% or greater, and a leverage capital ratio of 5% or greater, and is not subject to a regulatory order, agreements, or directive to meet and maintain a specific capital level for any capital measure.
An institution is deemed to be "adequately capitalized" if it has a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 6% or greater, a common equity Tier 1 risk-based capital ratio of 4.5% or greater, and generally a leverage capital ratio of 4% or greater.
An institution is deemed to be "undercapitalized if it has a total risk-based capital ratio of less than 8%, a Tier 1 risk-based capital ratio of less than 6%, a common equity Tier 1 risk-based capital ratio of less than 4.5%, or generally a leverage capital ratio of less than 4%. An institution is deemed to be "significantly undercapitalized" if it has a total risk-based capital ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 4%, a common equity Tier 1 risk-based capital ratio of less than 3%, or a leverage capital ratio of less than 3%. An institution is deemed to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%.
"Undercapitalized" institutions are subject to growth, capital distribution (including dividend), and other limitations, and are required to submit a capital restoration plan. An institution's compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the bank's total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an undercapitalized institution fails to submit an acceptable plan, it is treated as if it is "significantly undercapitalized". Significantly undercapitalized institutions are subject to one or more additional restrictions including, but not limited to, an order by the FDIC to sell sufficient voting stock to become adequately capitalized; requirements to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss directors or officers; and restrictions on interest rates paid on deposits, compensation of executive officers, and capital distributions by the parent holding company.
Beginning 60 days after becoming "critically undercapitalized", critically undercapitalized institutions also may not make any payment of principal or interest on certain subordinated debt, extend credit for a highly leveraged transaction, or enter into any material transaction outside the ordinary course of business. In addition, subject to a narrow exception, the appointment of a receiver is required for a critically undercapitalized institution within 270 days after it obtains such status.


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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.
Currently, we are not subject to the interchange fee cap, and qualify for the small issuer exemption. 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. Reliance on the small issuer exemption does 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. The interchange fee restrictions contained in the Durbin Amendment, and the rules promulgated thereunder, apply to debit card issuers with $10 billion or more in total consolidated assets. We exceeded $10 billion in assets during third quarter of fiscal year 2016 and will become subject to the interchange fee restrictions beginning July 1, 2017.
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 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, Fair Credit Reporting Act, the Service Members Civil Relief Act, the Right to Financial Privacy Act, Telephone Consumer Protection Act, CAN-SPAM 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 Consumer Financial Protection Bureau ("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. Our consolidated assets exceeded $10 billion in the third quarter of 2016 and we are now subject to CFPB examination of our bank and enforcement with respect to various federal consumer protection laws, as well as continued examination by the Federal Deposit Insurance Corporation on certain consumer regulations. State authorities are also responsible for monitoring our compliance with all state consumer laws.
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 CFPB has broad rulemaking authority for a wide


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range of consumer financial laws that apply to all banks including, among other things, the authority to prohibit "unfair, deceptive, or abusive" acts and practices. Abusive acts or practices are defined as those that (1) materially interfere with a consumer's ability to understand a term or condition of a consumer financial product or service, or (2) take unreasonable advantage of a consumer's (a) lack of financial savvy, (b) inability to protect himself in the selection or use of consumer financial products or services, or (c) reasonable reliance on a covered entity to act in the consumer's interests. 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 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism 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 in these areas: customer identification programs, money laundering, terrorist financing, identifying and reporting suspicious activities and currency transactions, currency crimes, and cooperation between financial institutions and law enforcement authorities. The Financial Crimes Enforcement Agency, among other federal agencies, also promulgates rules and regulations regarding the USA Patriot Act that Financial Institutions are required to comply. Financial institutions are 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,


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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 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.
Pursuant to rules adopted by the stock exchanges and approved by the SEC in January 2013 under the Dodd-Frank Act, public company compensation committee members must meet heightened independence requirements and consider the independence of compensation consultants, legal counsel and other advisors to the compensation committee. A compensation committee must have the authority to hire advisors and to have the public company fund reasonable compensation of such advisors.
Public companies will be required, once stock exchanges impose additional listing requirements under the Dodd-Frank Act, to implement "clawback" procedures for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating a restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within a three-year look-back window of the restatement and would cover all executives who received incentive awards.
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


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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.
Available Information
Our internet address is www.greatwesternbank.com.  Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available free of charge through our website (by clicking on the Investor Relations tab) as soon as reasonably practicable after the filing or furnishing of such material with the SEC.
ITEM 1A.
RISK FACTORS
Investing in our common stock involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before investing in our common stock, you should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Annual Report on Form 10-K. 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. As a result, the trading price of our common stock could decline, and you could lose some or all of your investment. Further, to the extent that any of the information in this report, or in other reports we file with the SEC, 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 primarily in Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. 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 and lease 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, economic growth and business activity across a wide range of industries and regions in the U.S. has been slow and uneven. There are continuing concerns related to the level of U.S. government debt and fiscal actions that may be taken to address that debt, further declining oil prices and ongoing federal budget negotiations that may have a destabilizing effect on financial markets. 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 declines in prices and the rates of price growth for various crops and other agricultural commodities. Similarly, weaker prices could reduce the cash flows generated by farms and the value of


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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. Further declines in commodity prices or collateral values may increase the incidence of default by our borrowers. Moreover, weaker prices might threaten farming operations in the United States, reducing market demand for agricultural lending. In particular, farm income has seen recent declines and in line with the downturn in farm income, farmland prices are coming under pressure. We monitor and review our agriculture portfolio to identify loans potentially affected by declines in agricultural commodity prices and lower collateral values and, where available, seek from the borrower credit enhancements such as additional collateral or government guarantees.
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 certain of our borrowers or reduce the demand for our products or services. Declines in manufacturing also may negatively affect the market for, and the value of, any industrial equipment or machinery and any raw materials used as collateral for any loans in our portfolio. While economic conditions in our states and the United States have shown signs of improvement, there can be no assurance that this improvement will continue.
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, 2016, our business lending, which consists of our C&I and CRE loans, represented approximately$5.43 billion, or 62.2%, of our loan portfolio. Our C&I loans and CRE loans secured by owner-occupied property, or owner-occupied CRE loans, which together form the core of our business banking focus, totaled approximately $2.84 billion, or 32.5%, of our loan portfolio at September 30, 2016, with undisbursed loan commitments for these loans amounting to an additional $660.1 million. We also had approximately $2.59 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 owner-occupied) at September 30, 2016, or 29.8% of our loan portfolio, including construction and development loans representing approximately 18.2% 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. Collateral of all types, and particularly that of a specialized nature, may also experience significant declines in value in the short/medium term or the longer term. 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 on the location of the borrower in particular, and other factors outside of the borrower’s control.
At September 30, 2016, 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 $2.17 billion, representing 24.8% of our total loan portfolio. At September 30, 2016, agricultural operating loans totaled $1.17 billion, or 13.3% of our loan portfolio; and agricultural real estate loans totaled $1.00 billion, or 11.5%, 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, wheat and cotton. In addition, we estimate that 10.0% of our C&I loans and owner-occupied CRE loans were agriculture-related loans at September 30, 2016.
Agricultural markets are highly sensitive to real and perceived changes in the supply and demand of agricultural products. As over 86% 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, 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.


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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;
•
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.
Declines in agricultural commodity prices may have a particularly negative effect on certain farm borrowers. Lower prices for agricultural products may cause farm revenues to decline and farm operators may be unable to reduce expenses as quickly as their revenues decline. 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 with a limited or no market for resale) 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, 2016, 66.2% of our aggregate loan portfolio, comprising our CRE loans (representing 43.0% of our aggregate loan portfolio), residential real estate loans (representing 11.7% of our aggregate loan portfolio) and agriculture real estate loans (representing 11.5% 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 $3.75 billion at September 30, 2016, or 43.0% 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.
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


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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. In recent years, it has been the policy of the FOMC and the U.S. Treasury to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of U.S. Treasury and mortgage-backed securities. The average yield on our interest-earning assets has decreased during the current low interest rate environment. If a low interest rate environment persists, our net interest income may further decrease. This would be the case because our ability to lower our interest expense has been limited at these interest rate levels, while the average yield on our interest-earning assets has continued to decrease. Moreover, as interest rates begin to increase, if our floating rate interest-earning assets do not reprice faster than our interest-bearing liabilities in a rising rate environment, our net interest income could be adversely affected. If our net interest income decreases, this could have an adverse effect on our profitability, including the value of our investments.
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 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. A flattening or inversion of the yield curve or a negative interest rate environment in the United States could create downward pressure on our net interest margin.
Changes in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations or by reducing our margins and profitability. As of September 30, 2016, 52.4% of our loans were advanced to our customers on a variable or adjustable-rate basis and another 13.0% of our loans were advanced to our customers on a fixed-rate basis where we utilized derivative instruments to swap our economic exposure to a variable-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 and lease 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, 2016, we had $1.88 billion of noninterest-bearing demand deposits and $5.34 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


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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.
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 and lease 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.
An important feature of our credit risk management system is our use of an internal credit risk rating and control system through which we identify, measure, monitor and mitigate existing and emerging credit risk of our customers. As this process involves detailed analysis of the customer or credit risk, taking into account both quantitative and qualitative factors, it is subject to human error. In exercising their judgment, our employees may not always be able to assign an accurate credit rating to a customer or credit risk, which may result in our exposure to higher credit risks than indicated by our risk rating and control system. Although our management seeks to address possible credit risk proactively, it is possible that the credit risk rating and control system will not identify credit risk in our loan portfolio and that we may fail to manage credit risk effectively. As a result of movements in watch and substandard loans during fiscal year 2016, it is possible that loans on such status will result in future charge-offs.
Some of our tools and metrics for managing credit risk and other risks are based upon our use of observed historical market behavior and assumptions. We rely on quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy and calculating regulatory capital levels, as well as estimating the value of financial instruments and balance sheet items. Poorly designed or implemented models present the risk that our business decisions based on information incorporating such models will be adversely affected due to the inadequacy of that information. Moreover, our models may fail to predict future risk exposures if the information used in the model is incorrect, obsolete or not sufficiently comparable to actual events as they occur, or if our model assumptions prove incorrect. We seek to incorporate appropriate historical data in our models, but the range of market values and behaviors reflected in any period of historical data is not at all times predictive of future developments in any particular period and the period of data we incorporate into our models may turn out to be inappropriate for the future period being modeled. In such case, our ability to manage risk would be limited and our risk exposure and losses could be significantly greater than our models indicated.
Our allowance for loan and lease 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 and lease losses, which is a reserve established through a provision for loan and lease 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 and lease 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 non-accruing loans; and economic, political and regulatory conditions. The determination of the appropriate level of the allowance for loan and lease 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.


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The application of the acquisition method of accounting in our acquisitions has impacted our allowance for loan and lease 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 and lease loss was eliminated because credit quality, among other factors, was considered in the determination of fair value. 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. Upon the acquisition of HF Financial, which closed on May 16, 2016, we assigned a net purchase discount (loan mark) of $28.5 million which reflected our assessment of loan impairment at that point in time, as well as assigning other purchase marks and adjustments reflecting our assessment at closing of other HF Financial business, asset and liability values. 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 and lease 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 and lease 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. 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 and lease losses not incorporated in the existing allowance for loan and lease losses might occur. There may be other credit issues we have not identified in our loan portfolio or may not identify in the future. As a result, for any number of reasons, we may incur increased credit-related charges in the future, which may be significant. Losses in excess of the existing allowance for loan and lease losses will reduce our net income and could have a material adverse effect on our business, financial condition or results of operations. A severe downturn in the economy generally or affecting the business and assets of individual customers would generate increased charge-offs and a need for higher reserves. In particular, a severe decrease in agricultural commodity prices or farmland prices could cause higher credit losses and a large allowance for loan and lease losses, principally in our agricultural loan portfolios.
In addition, bank regulatory agencies will periodically review our allowance for loan and lease 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 and lease 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 and lease losses, we may need additional adjustments to increase the allowance for loan and lease losses. These adjustments could have a material adverse effect on our business, financial condition or results of operations.
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 "brokered deposits" through third parties that offer our deposit products to their customers. As of September 30, 2016, we had $7.96 billion in direct deposits (which includes deposits from banks and financial institutions and deposits related to prepaid cards) and $641.4 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.
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. Interest-bearing accounts earn interest at rates established by management based on competitive market factors. Maintaining and attracting new deposits is integral to our business and a major decline in deposits or failure to attract deposits in the future, including any such decline or failure related to an increase in interest rates paid by our competitors on interest-bearing accounts, could have an adverse effect on our results of operations and financial condition. 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,


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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.
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 disproportionately 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.
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 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,


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greater name recognition and larger market shares, 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;
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using inaccurate estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the target institution or assets;
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the risk that the acquired business will not perform to our expectations, including a failure to realize anticipated synergies or cost savings;
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difficulties, inefficiencies or cost overruns in integrating and assimilating the organizational cultures, operations, technologies, data, services and products of the acquired business with ours;
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the risk of key vendors not fulfilling our expectations or not accurately converting data;
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entering geographic and product markets in which we have limited or no direct prior experience;
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the potential loss of key employees or customers;
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the potential for liabilities and claims arising out of the acquired businesses;
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litigation relating to an acquisition, particularly in the context of a publicly-held acquisition target, that could require us to incur significant expenses and cause management distraction, as well as delay and/or enjoin the transaction; and
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the risk of not receiving required regulatory approvals or such approvals being delayed or 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


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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 and lease 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.
On May 16, 2016, we acquired HF Financial pursuant to the Agreement and Plan of Merger, dated as of November 30, 2015. Immediately following the Merger, Home Federal Bank, a South Dakota bank that was wholly owned by HF Financial, merged with and into our bank. The aforementioned risks are applicable to this transaction.
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, such as mortgage servicing acquired through the HF Financial acquisition. 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. 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.
Reductions in interchange fees will 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


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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 debit and credit card transactions, including $13.1 million in fees during the fiscal year ended September 30, 2016. 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. Because we expect our total assets to exceed $10.0 billion as of December 31, 2016, we expect the interchange fee caps required by the Durbin Amendment to negatively impact debit card and ATM fees commencing in July 2017. While the ultimate amount of this reduction is difficult to estimate as it is influenced by consumer behavior outside of our control, we expect the decrease to be approximately $10 million, pre-tax, on an annualized basis. However, we were only exempt from the fee caps for a portion of fiscal year 2016 and expect to be exempt for a portion of fiscal year 2017, so we expect the year-over-year revenue impact to be slightly lower. See "Item 1. Business—Supervision and Regulation—Interchange Fees" for further discussion. 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 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 our own and third-party systems, processes and data, including 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


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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, 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.
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.


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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 customers and our ability to attract potential customers. 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 customers and/or our business. For example, if an employee were to engage in fraudulent, illegal, wrongful or suspicious activities, and/or activities resulting in consumer harm, we could be subject to regulatory sanctions and/or penalties, 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 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.


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The value of securities in our investment portfolio may decline in the future.
As of September 30, 2016, we owned $1.32 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, 2016, we had $756.5 million of goodwill and other intangible assets, which includes $41.2 million of goodwill resulting from the acquisition of HF Financial on May 16, 2016. 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 $294.2 million of mortgage loans sold during fiscal year 2016. This does not include the loan servicing portfolio acquired from HF Financial, which was approximately $868.9 million at September 30, 2016. We rely on Federal National Mortgage Association, or FNMA, and other purchasers to purchase loans in order to reduce 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.
We may also, from time to time, engage in selling or participating all or part of certain commercial, agricultural or other types of loans. Such sales entail similar risks to those described above.


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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, 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 value of our loan servicing rights could be adversely affected by changes in interest rates.
As a residential mortgage servicer in the U.S., we have a portfolio of loan servicing rights. A loan servicing right is the right to service a mortgage loan - collect principal, interest and escrow amounts - for a fee. Loan servicing rights are subject to interest rate risk in that their fair value will fluctuate as a result of changes in the interest rate environment. When interest rates fall, borrowers are usually more likely to prepay their mortgage loans by refinancing them at a lower rate. As the likelihood of prepayment increases, the fair value of our loan servicing rights can decrease. Any decrease in the fair value of our loan servicing rights will reduce earnings in the period in which the decrease occurs, which can result in earnings volatility.
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 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 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 and lease 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, 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 common 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.


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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 and lease 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. As of the date of this filing, all three rating agencies show a "Stable" outlook. 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.
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, but are not limited to, the allowance for loan and lease losses and unfunded commitments, valuation of assets acquired and liabilities assumed in business combinations, goodwill impairment, core deposits and other intangibles, derivatives and income taxes. Because of the


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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 and lease losses or sustain loan and lease 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, may be enacted. 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 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 is expensive and time consuming and may strain our resources.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or 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 the Sarbanes-Oxley Act, 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. In accordance with Section 404 of Sarbanes-Oxley, our management has conducted its annual assessment of the effectiveness of our internal control over financial reporting and management’s report on these internal controls is included in Item 9 of this Annual Report on Form 10-K. Our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting and its attestation report is also included in Item 9 of this Annual Report on Form 10-K. The process of assessing the effectiveness of our internal control over financial reporting requires significant documentation of policies, procedures and systems, review of documentation by our internal auditing and accounting staff and testing by our independent registered public accounting firm. This process has involved, and will continue to 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 as we continue to comply with these requirements. 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. This could have a material adverse effect on our business, financial condition or results of operations.


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We may not be able to report our 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 required to file periodic reports containing our consolidated financial statements with the SEC within a specified time following the completion of quarterly and annual periods. Maintaining effective disclosure controls and procedures is necessary to identify information we must disclose in our periodic reports and maintaining effective internal control over financial reporting is necessary to produce reliable financial statements and to prevent fraud. If we fail to maintain effective disclosure controls and procedures or effective internal control over financial reporting, we may experience difficulty in satisfying our SEC reporting obligations. Any failure by us to file our periodic reports with the SEC in a timely manner could harm our reputation and cause investors and potential investors to lose confidence in us and reduce the market price of our common stock, and could result in a suspension or delisting of our common stock from the NYSE.
We must also comply with Section 404 of the Sarbanes-Oxley Act which requires that we perform an annual evaluation of the effectiveness of our internal control over financial reporting. During the course of our evaluation and testing, we may identify deficiencies, including a material weakness, that would have to be remediated to satisfy SEC rules for attesting to the effectiveness of our internal control over financial reporting. A material weakness is defined by the standards issued by the Public Company Accounting Oversight Board as a deficiency, or combination of deficiencies, in internal control over financial reporting that results in a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If a material weakness was determined to exist, we would have to disclose this deficiency in periodic reports we file with the SEC. The existence of a material weakness would preclude management from concluding that our internal control over financial reporting is effective and would also preclude our independent auditors from attesting to the effectiveness of our internal control over financial reporting. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in our financial reporting and may negatively affect the market price of our common stock.
In accordance with the requirements of Section 404 of the Sarbanes Oxley Act, our management evaluated the effectiveness of our internal control over financial reporting as of September 30, 2016, and concluded that we maintained an effective system of internal control over financial reporting as of that date. Our management’s report on this subject is found in Item 9 of this Annual Report on Form 10-K.
More generally, if we are unable to meet the demands that have been placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, 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 the Sarbanes-Oxley Act, 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 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.


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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 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 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 condition or results of operations.
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, the South Dakota Division of Banking and the CFPB. 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,


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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.
We are subject to heightened regulatory requirements as we have exceeded $10 billion in assets.
With the acquisition of HF Financial on May 16, 2016, our bank’s total assets exceeded $10 billion during the quarter ended June 30, 2016. 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 and a more frequent and enhanced regulatory examination regime. In addition, banks, including ours, 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, with the FDIC maintaining supervision over some consumer related regulations. Previously, the FDIC has been primarily responsible for examining our bank’s compliance with consumer protection laws. As a relatively new agency with evolving regulations and practices, there is some 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. Our regulators may also consider the status of our preparation for compliance with these regulatory requirements when examining our operations generally or when considering any request for regulatory approval we may make, even requests for approvals on unrelated matters. As a result, we may incur additional related costs and business impacts in order to ensure compliance.
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.


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In particular, the capital requirements applicable to us under the recently adopted capital rules implementing the Basel III capital framework in the United States started to be phased-in on January 1, 2015. We are now required to satisfy additional, more stringent, capital adequacy standards than we had in the past. In addition, 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 financial crisis commencing in 2008 and its aftermath, with regulators and prosecutors focusing on a variety of financial institution practices and requirements, including foreclosure practices, compliance with applicable consumer protection laws, 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, including the acquisition of HF Financial. 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. As our bank has exceeded $10 billion in assets, the method for calculating its FDIC assessments has changed 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, fair lending and other laws and regulations, and our failure to comply with these laws and regulations 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 and other requirements on financial institutions. The U.S. Department of Justice and other federal


52



agencies, including the FDIC and CFPB, are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA, fair lending and other compliance 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.
Failure to comply with mortgage loan servicing standards, guidelines, laws and regulations may result in substantial penalties, additional costs or losses.
As a residential mortgage servicer in the U.S., we have a portfolio of loan servicing rights. A loan servicing right is the right to service a mortgage loan - collect principal, interest and escrow amounts - for a fee. The housing Government Sponsored Enterprises, such as Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal Home Loan Bank System ("GSEs"), that own the mortgages that we service in our loan servicing rights portfolio have mortgage servicing standards. The U.S. Department of Housing and Urban Development ("HUD") and state housing finance agencies govern and establish guidelines for the servicing of GSE mortgages. The failure to comply with these standards and guidelines, as well as other applicable federal and state laws and regulations, could result in penalties assessed by HUD, the GSEs and/or our other regulators, or we could be forced to sell all or part of our loan servicing rights portfolio. In addition, we are subject to certain legal and contractual requirements for how we hold, transfer, use or enforce promissory notes, security instruments and other documents for residential mortgage loans that we service. Further, we currently use the Mortgage Electronic Registration Systems, Inc. ("MERS") system for our servicing efforts. If documentation requirements were not met, or if the use of MERS or the MERS system is found not valid or effective, we could be obligated to, or choose to, take remedial actions and may be subject to additional costs or losses.
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


53



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 and other Acquisitions
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 provided and provides for FDIC assistance to our bank through loss sharing arrangements to mitigate certain risks, such as sharing exposure to loan and lease losses and providing indemnification against certain liabilities of the 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 ability to seek indemnification under the commercial loss-sharing arrangement in connection with TierOne terminated on June 4, 2015, and covered $63.1 million in loans as of that date. The current balance of those loans as of September 30, 2016 totaled $46.7 million. The single-family loss-sharing arrangement, which covered $73.3 million in loans at September 30, 2016, terminates in June of 2020.
Our decisions regarding the fair value of assets acquired and our estimated loss-sharing indemnification asset may be inaccurate.
In the FDIC-assisted transaction, we recorded a fair value adjustment and a related loss-sharing indemnification asset, representing 80% of expected credit losses on covered loans during the life of such indemnifications. 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 and lease 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 and lease 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 and lease 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, 2016, $73.3 million of loans and $0.1 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;


54



•
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.
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 the loss of any loss-sharing coverage could have a material adverse effect on our business, financial condition or results of operations.
Risks Related to NAB’s Divestiture of its Beneficial Ownership of 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 IPO that provided a framework for our ongoing relationship with NAB, including a Stockholder Agreement, Transitional Services Agreement and a Registration Rights Agreement. As a result of NAB’s divestiture of our common stock and the delivery of the non-control notice, NAB’s governance and consent rights under the Stockholder Agreement, the services provided by NAB to us under the Transitional Services Agreement, and its rights under the Registration Rights Agreement have now been terminated. However, any disagreements regarding the rights and obligations of NAB or us following the non-control notice under each of these agreements may be resolved in a manner unfavorable to us and our stockholders. 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 subsequently entered into employment agreements with these individuals, and they are no longer employed by NAB or Bank of New Zealand, as applicable.
•
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 stockholders’ interests. These activities may include NAB’s interests in any transactions it conducts with us 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. 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. 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) a disagreement over the desirability of a potential business or acquisition opportunity or business plans, or (ii) employee retention or recruiting.


55



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, or our reputation, 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;
•
existing or increased regulatory and compliance requirements, 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.
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.


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Future issues or sales of our common stock in the public market 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 the issues or sales of a large number of shares of our common stock 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.
We have also filed a registration statement with the SEC registering 897,222 shares of our common stock for issuance pursuant to awards granted under our equity incentive plans. We have granted awards covering 396,520 shares of our common stock under these plans as of September 30, 2016. 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.
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.
In addition, future issuances of our common stock, whether under our equity incentive plans, to fund acquisitions or to raise capital, will also have the effect of diluting the ownership interests of our current stockholders, meaning, among other things, that their voting power and share of our earnings will be reduced on a proportional basis.
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 and the acquisition of such control would be subject to federal regulatory approval. 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.
We have also elected in our amended and restated certificate of incorporation to be governed by Section 203 of the Delaware General Corporation Law which generally prohibits a person qualifying as an “interested stockholder” from entering into a transaction for a business combination with us unless, subject to certain exceptions, such transaction is first approved by our board of directors.  An “interested stockholder” is generally defined as any person who owns 15% or more of our outstanding voting stock.  The purpose of this election is to provide our board of directors with leverage in negotiating with an interested stockholder desiring to pursue a business combination with us by making it more difficult for such stockholder to complete such transaction in the absence of board approval.  This election may discourage certain take-over attempts which our stockholders may otherwise deem to be in their best interests and this, in turn, could have an 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


57



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, 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 225 S. Main Ave, Sioux Falls, South Dakota 57104, and we have one additional owned facility and two leased facilities in Sioux Falls for our finance and risk departments, data center, and operations center. In addition to our corporate headquarters, we operate from 173 branch offices located in 128 communities in Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. We lease 53 of our branch offices, all on market terms, and we own the remainder of our offices, including our corporate headquarters. 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 and subject to various regulatory matters that arise in the ordinary course of our business. We establish reserves for such matters when potential losses become probable and can be reasonably estimated. We believe the ultimate resolution of existing litigation and regulatory matters will not have a material adverse effect on our financial condition, results of operations or cash flows.  However, changes in circumstances or additional information could result in additional accruals or resolution of these matters in excess of established accruals, which could adversely affect our financial condition, results of operations or cash flows, potentially materially.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the New York Stock Exchange under the symbol “GWB.” As of November 18, 2016, the Company had 10,575 holders of record. Information regarding our common stock for each quarterly period within the two most recent fiscal years is set forth in the table below.
 
High
 
Low
 
Dividends Paid
Fiscal year 2016:
 
 
 
 
 
First Quarter
$
31.13

 
$
23.76

 
$
0.14

Second Quarter
28.58

 
22.68

 
0.14

Third Quarter
34.45

 
26.43

 
0.14

Fourth Quarter
35.01

 
30.15

 
0.14

 
 
 
 
 
 


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High
 
Low
 
Dividends Paid
Fiscal year 2015:
 
 
 
 
 
First Quarter
$
23.73

 
$
17.40

 
$
—

Second Quarter
24.59

 
19.76

 
0.12

Third Quarter
25.54

 
21.86

 
0.12

Fourth Quarter
27.53

 
22.75

 
0.12

Dividends
We intend to pay quarterly cash dividends on our common stock, 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, and the amount and timing thereof, 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 or lines of credit 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.
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.


59



Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information as of September 30, 2016 about our common stock that 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.
 
 
Number of securities to be issued upon exercise of outstanding options and rights
(a)
 
Weighted average exercise price of outstanding options and rights
(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)
 
396,520

(1) 
$
22.95

(1) 
500,702

Equity compensation plans not approved by security holders
 
—

 
—

 
—

Total
 
396,520

 
$
22.95

 
500,702

 
 
 
 
 
 
 
(1) Each of our equity compensation plans were approved by the our Board of Directors on October 8, 2014 and subsequently approved by National Americas Holdings LLC, our sole stockholder at that time, on October 10, 2014.
Purchases of Equity Securities
During the quarter ended September 30, 2016, we did not purchase any of our common stock. On October 26, 2016, our Board of Directors approved a stock repurchase program wherein we may repurchase of up to $100 million of our common stock (the “Repurchase Program”). The Repurchase Program permits shares to be repurchased in the open market, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC. Repurchases may be made at management’s discretion at prices management considers to be attractive, subject to the availability of stock, general market conditions, the applicable trading price, future alternative advantageous uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the SEC and other applicable legal requirements.
The Repurchase Program has no time limit and may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Repurchase Program does not obligate us to purchase any particular number of shares. Any shares acquired will be canceled and become authorized but unissued shares, available for future issuance.
Total Shareholder Return Performance Graph
The following graph compares the cumulative total stockholder return on our common stock, since a trading market was established on October 15, 2014, to the cumulative total returns for the Standard & Poor's ("S&P") 500 Index, Russell 2000 Index and Keefe, Bruyette & Woods ("KBW") Regional Bank Index. We have determined to compare our performance to the KBW Regional Bank Index for purpose of the graph as it includes most of the peer banks we typically use for comparison purposes. The graph assumes that $100 was invested on October 15, 2014 in our common stock and the above indexes. The cumulative total return on each investment is as of September 30, 2016 and assumes reinvestment of dividends.


60



a20161026083029a02.jpg
 
 
As of September 30, 2016
Great Western Bancorp Inc.
 
$
191.67

S&P 500
 
$
120.39

Russell 2000
 
$
121.27

KBW Regional Bank Index
 
$
127.02

ITEM 6.
SELECTED FINANCIAL DATA
The following consolidated financial data as of and for the dates and periods indicated is derived from our audited consolidated financial statements. 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.


61



 
September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(Dollars in thousands except share and per share amounts)
Income Statement Data:
 
 
 
 
 
 
 
 
 
Interest and dividend income
$
395,698

 
$
363,381

 
$
352,476

 
$
349,634

 
$
339,142

Interest expense
33,524

 
29,884

 
32,052

 
39,161

 
50,971

Net interest income
362,174

 
333,497

 
320,424

 
310,473

 
288,171

Provision for loan and lease losses
16,955

 
19,041

 
684

 
11,574

 
30,145

Net interest income, after provision for loan and lease losses
345,219

 
314,456

 
319,740

 
298,899

 
258,026

Noninterest income
42,537

 
33,890

 
39,781

 
59,832

 
67,946

Noninterest expense
207,640

 
186,794

 
200,222

 
208,590

 
208,819

Income before income taxes
180,116

 
161,552

 
159,299

 
150,141

 
117,153

Provision for income taxes
58,863

 
52,487

 
54,347

 
53,898

 
44,158

Net income
$
121,253

 
$
109,065

 
$
104,952

 
$
96,243

 
$
72,995

 
 
 
 
 
 
 
 
 
 
Other Financial Info / Performance Ratios:
 
 
 
 
 
 
 
 
 
Net interest margin
3.96
%
 
3.94
%
 
4.02
%
 
3.99
%
 
3.94
%
Adjusted net interest margin(1)   
3.74
%
 
3.68
%
 
3.79
%
 
3.81
%
 
3.81
%
Return on average total assets
1.16
%
 
1.12
%
 
1.14
%
 
1.07
%
 
0.85
%
Return on average common equity
7.9
%
 
7.5
%
 
7.3
%
 
7.0
%
 
5.4
%
Return on average tangible common equity(1)  
15.1
%
 
15.4
%
 
16.6
%
 
17.5
%
 
15.0
%
Efficiency ratio(1)   
49.6
%
 
48.0
%
 
50.4
%
 
50.6
%
 
52.8
%
Dividends per common share
$
0.56

 
$
0.36

 
$
1.76

 
$
0.72

 
$
0.72

Dividend payout ratio
26.1
%
 
18.8
%
 
97.2
%
 
43.0
%
 
57.1
%
Earnings per common share - diluted
$
2.14

 
$
1.90

 
$
1.81

 
$
1.66

 
$
1.26

Adjusted earnings per common share - diluted(1)
$
2.31

 
$
1.90

 
$
1.81

 
$
1.66

 
$
1.26

 
 
 
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Loans(2)   
$
8,682,644

 
$
7,325,198

 
$
6,787,467

 
$
6,362,673

 
$
6,138,574

Allowance for loan and lease losses
64,642

 
57,200

 
47,518

 
55,864

 
71,878

Securities
1,317,386

 
1,327,327

 
1,341,242

 
1,480,449

 
1,581,875

Goodwill
739,023

 
697,807

 
697,807

 
697,807

 
697,807

Total assets
11,531,180

 
9,798,654

 
9,371,429

 
9,134,258

 
9,008,252

Total deposits
8,604,790

 
7,387,065

 
7,052,180

 
6,948,208

 
6,884,515

Total liabilities
9,867,789

 
8,339,308

 
7,950,339

 
7,717,044

 
7,619,689

Total stockholder’s equity
1,663,391

 
1,459,346

 
1,421,090

 
1,417,214

 
1,388,563

 
 
 
 
 
 
 
 
 
 
Asset Quality Ratios:
 
 
 
 
 
 
 
 
 
Nonaccrual loans / total loans
1.46
%
 
0.93
%
 
1.16
%
 
2.03
%
 
2.76
%
Allowance for loan and lease losses / total loans
0.74
%
 
0.78
%
 
0.70
%
 
0.88
%
 
1.17
%
Net charge-offs / average total loans
0.12
%
 
0.13
%
 
0.14
%
 
0.44
%
 
0.54
%
 
 
 
 
 
 
 
 
 
 
Capital Ratios:
 
 
 
 
 
 
 
 
 
Tier 1 capital ratio
11.1
%
 
10.9
%
 
11.8
%
 
12.4
%
 
11.9
%
Total capital ratio
12.2
%
 
12.1
%
 
12.9
%
 
13.8
%
 
13.7
%
Tier 1 leverage ratio
9.5
%
 
9.1
%
 
9.1
%
 
9.2
%
 
8.3
%
Common equity tier 1 ratio
10.2
%
 
10.1
%
 
*

 
*

 
*

Tangible common equity to tangible assets(1)  
8.5
%
 
8.3
%
 
8.2
%
 
8.2
%
 
7.8
%
Book value per share - GAAP
$
28.34

 
$
26.43

 
$
24.55

 
$
24.48

 
$
23.99

Tangible book value per share(1)
$
15.55

 
$
13.66

 
$
12.25

 
$
11.90

 
$
11.07

 
 
 
 
 
 
 
 
 
 
(1) This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. For more information on this non-GAAP financial measure, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "—Non-GAAP Financial Measures Reconciliations".
(2) Loans include unpaid principal balance net of unamortized discount on acquired loans and unearned net deferred fees and costs and loans in process.
* Not applicable for period presented
Non-GAAP Financial Measures Reconciliations
For more information on these financial measures, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”


62



 
For the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(Dollars in thousands except share and per share amounts)
Adjusted net income and adjusted earnings per common share:
 
 
 
 
 
 
 
 
 
Net income - GAAP
$
121,253

 
$
109,065

 
$
104,952

 
$
96,243

 
$
72,995

Add: acquisition expenses
15,692

 
—

 
—

 
—

 
—

Add: tax effect at 38%
(5,963
)
 
—

 
—

 
—

 
—

Adjusted net income
$
130,982

 
$
109,065

 
$
104,952

 
$
96,243

 
$
72,995

 
 
 
 
 
 
 
 
 
 
Weighted average diluted common shares outstanding
56,729,350

 
57,500,878

 
57,886,114

 
57,886,114

 
57,886,114

Earnings per common share - diluted
$
2.14

 
$
1.90

 
$
1.81

 
$
1.66

 
$
1.26

Adjusted earnings per common share - diluted
$
2.31

 
$
1.90

 
$
1.81

 
$
1.66

 
$
1.26

 
 
 
 
 
 
 
 
 
 
Tangible net income and return on average tangible common equity:
 
 
 
 
 
 
 
 
 
Net income - GAAP
$
121,253

 
$
109,065

 
$
104,952

 
$
96,243

 
$
72,995

Add: Amortization of intangible assets
3,264

 
7,110

 
16,215

 
19,290

 
19,646

Add: Tax on amortization of intangible assets
(880
)
 
(880
)
 
(3,244
)
 
(3,244
)
 
(3,244
)
Tangible net income
$
123,637

 
$
115,295

 
$
117,923

 
$
112,289

 
$
89,397

 
 
 
 
 
 
 
 
 
 
Average common equity
$
1,541,844

 
$
1,456,223

 
1,430,772

 
1,380,296

 
1,352,069

Less: Average goodwill and other intangible assets
721,726

 
707,920

 
719,573

 
738,140

 
756,149

Average tangible common equity
$
820,118

 
$
748,303

 
$
711,199

 
$
642,156

 
$
595,920

Return on average common equity *
7.9
%
 
7.5
%
 
7.3
%
 
7.0
%
 
5.4
%
Return on average tangible common equity **
15.1
%
 
15.4
%
 
16.6
%
 
17.5
%
 
15.0
%
 
 
 
 
 
 
 
 
 
 
* Calculated as net income - GAAP divided by average common equity.
** Calculated as tangible net income divided by average tangible common equity.
 
 
 
 
 
 
 
 
 
 
Adjusted net interest income and adjusted net interest margin (fully-tax equivalent basis):
 
 
 
 
 
 
 
 
 
Net interest income - GAAP
$
362,174

 
$
333,497

 
$
320,424

 
$
310,473

 
$
288,171

Add: Tax equivalent adjustment
7,534

 
6,576

 
4,663

 
3,541

 
2,111

Net interest income (FTE)
369,708

 
340,073

 
325,087

 
314,014

 
290,282

Add: Current realized derivative gain (loss)
(20,727
)
 
(21,642
)
 
(18,255
)
 
(14,217
)
 
(9,931
)
Adjusted net interest income (FTE)
$
348,981

 
$
318,431

 
$
306,832

 
$
299,797

 
$
280,351

 
 
 
 
 
 
 
 
 
 
Average interest earning assets
$
9,339,858

 
$
8,641,719

 
$
8,093,861

 
$
7,862,860

 
$
7,367,085

Net interest margin (FTE) *
3.96
%
 
3.94
%
 
4.02
%
 
3.99
%
 
3.94
%
Adjusted net interest margin (FTE) **
3.74
%
 
3.68
%
 
3.79
%
 
3.81
%
 
3.81
%
 
 
 
 
 
 
 
 
 
 
* Calculated as net interest income (FTE) divided by average interest earning assets.
** Calculated as adjusted net interest income (FTE) divided by average interest earning assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


63



 
For the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(Dollars in thousands except share and per share amounts)
Adjusted interest income and adjusted yield (fully-tax equivalent basis), on non ASC 310-30 loans:
 
 
 
 
 
 
 
 
 
Net interest income - GAAP
$
362,987

 
$
329,618

 
$
318,775

 
$
264,333

 
$
310,182

Add: Tax equivalent adjustment
7,534

 
6,576

 
4,663

 
3,541

 
2,111

Interest income (FTE)
370,521

 
336,194

 
323,438

 
267,874

 
312,293

Add: Current realized derivative gain (loss)
(20,727
)
 
(21,642
)
 
(18,255
)
 
(14,217
)
 
(9,931
)
Adjusted interest income (FTE)
$
349,794

 
$
314,552

 
$
305,183

 
$
253,657

 
$
302,362

 
 
 
 
 
 
 
 
 
 
Average non ASC 310-30 loans
$
7,736,454

 
$
6,889,738

 
$
6,311,857

 
$
5,876,116

 
$
5,093,013

Yield (FTE) *
4.79
%
 
4.88
%
 
5.12
%
 
4.56
%
 
6.13
%
Adjusted yield (FTE) **
4.52
%
 
4.57
%
 
4.84
%
 
4.32
%
 
5.94
%
 
 
 
 
 
 
 
 
 
 
* Calculated as interest income (FTE) divided by average loans.
** Calculated as adjusted interest income (FTE) divided by average loans.
 
 
 
 
 
 
 
 
 
 
Efficiency ratio:
 
 
 
 
 
 
 
 
 
Total revenue - GAAP
$
404,711

 
$
367,387

 
$
360,205

 
$
370,305

 
$
356,117

Add: Tax equivalent adjustment
7,534

 
6,576

 
4,663

 
3,541

 
2,111

Total revenue (FTE)
$
412,245

 
$
373,963

 
$
364,868

 
$
373,846

 
$
358,228

 
 
 
 
 
 
 
 
 
 
Noninterest expense
$
207,640

 
$
186,794

 
$
200,222

 
$
208,590

 
$
208,819

Less: Amortization of intangible assets
3,264

 
7,110

 
16,215

 
19,290

 
19,646

Tangible noninterest expense
$
204,376

 
$
179,684

 
$
184,007

 
$
189,300

 
$
189,173

Efficiency ratio *
49.6
%
 
48.0
%
 
50.4
%
 
50.6
%
 
52.8
%
 
 
 
 
 
 
 
 
 
 
* Calculated as the ratio of tangible noninterest expense to total revenue (FTE).
 
 
 
 
 
 
 
 
 
 
Tangible common equity and tangible common equity to tangible assets:
 
 
 
 
 
 
 
 
 
Total stockholders' equity
$
1,663,391

 
$
1,459,346

 
$
1,421,090

 
$
1,417,214

 
$
1,388,563

Less: Goodwill and other intangible assets
750,755

 
704,926

 
712,036

 
728,251

 
747,552

Tangible common equity
$
912,636

 
$
754,420

 
$
709,054

 
$
688,963

 
$
641,011

 
 
 
 
 
 
 
 
 
 
Total assets
$
11,531,180

 
$
9,798,654

 
$
9,371,429

 
$
9,134,258

 
$
9,008,252

Less: Goodwill and other intangible assets
750,755

 
704,926

 
712,036

 
728,251

 
747,552

Tangible assets
$
10,780,425

 
$
9,093,728

 
$
8,659,393

 
$
8,406,007

 
$
8,260,700

Tangible common equity to tangible assets
8.5
%
 
8.3
%
 
8.2
%
 
8.2
%
 
7.8
%
 
 
 
 
 
 
 
 
 
 
Tangible book value per share:
 
 
 
 
 
 
 
 
 
Total stockholders' equity
$
1,663,391

 
$
1,459,346

 
$
1,421,090

 
$
1,417,214

 
$
1,388,563

Less: Goodwill and other intangible assets
750,755

 
704,926

 
712,036

 
728,251

 
747,552

Tangible common equity
$
912,636

 
$
754,420

 
$
709,054

 
$
688,963

 
$
641,011

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common shares outstanding
58,693,304

 
55,219,596

 
57,886,114

 
57,886,114

 
57,886,114

Book value per share - GAAP
$
28.34

 
$
26.43

 
$
24.55

 
$
24.48

 
$
23.99

Tangible book value per share
$
15.55

 
$
13.66

 
$
12.25

 
$
11.90

 
$
11.07

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


64



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:
 
Sept. 30, 2016
 
June. 30, 2016
 
March 31, 2016
 
Dec. 31, 2015
 
Sept. 30, 2015
 
June 30, 2015
 
March 31, 2015
 
Dec. 31, 2014
 
(Dollars in thousands except share and per share amounts)
Operating Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and dividend income
$
107,718

 
$
100,189

 
$
94,307

 
$
93,484

 
$
92,721

 
$
91,878

 
$
88,204

 
$
90,578

Interest expense
9,491

 
8,537

 
7,969

 
7,527

 
7,296

 
7,340

 
7,579

 
7,669

Provision for loan and lease losses
5,063

 
5,372

 
2,631

 
3,889

 
1,633

 
4,410

 
9,679

 
3,319

Noninterest income
15,798

 
9,097

 
8,999

 
8,644

 
9,049

 
10,005

 
6,936

 
7,900

Noninterest expense
57,342

 
61,222

 
44,855

 
44,220

 
44,835

 
46,430

 
48,438

 
47,091

Net income
33,758

 
26,360

 
30,674

 
30,461

 
33,812

 
28,832

 
19,724

 
26,697

Net interest income
98,227

 
91,652

 
86,338

 
85,957

 
85,425

 
84,538

 
80,625

 
82,909

Adjusted net interest income (FTE) (1)
95,344

 
88,552

 
82,954

 
82,131

 
81,566

 
80,826

 
76,908

 
79,131

Net interest margin (FTE) (1)
3.92
%
 
3.95
%
 
3.99
%
 
3.98
%
 
3.98
%
 
3.95
%
 
3.89
%
 
3.91
%
Adjusted net interest margin (FTE) (1)
3.73
%
 
3.74
%
 
3.75
%
 
3.73
%
 
3.72
%
 
3.70
%
 
3.64
%
 
3.67
%
Earnings per common share - diluted

$0.57

 

$0.46

 

$0.55

 

$0.55

 

$0.60

 

$0.50

 

$0.34

 

$0.46

Adjusted earnings per common share - diluted (1)

$0.60

 

$0.59

 

$0.56

 

$0.55

 

$0.60

 

$0.50

 

$0.34

 

$0.46

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. For more information on this non-GAAP financial measure, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "—Non-GAAP Quarterly Financial Measures Reconciliations".
(2) Loans include unpaid principal balance net of unamortized discount on acquired loans and unearned net deferred fees and costs and loans in process.
Non-GAAP Quarterly Financial Measures Reconciliations
For more information on these financial measures, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
 
For the quarter ended:
 
Sept. 30, 2016
 
June. 30, 2016
 
March 31, 2016
 
Dec. 31, 2015
 
Sept. 30, 2015
 
June. 30, 2015
 
March 31, 2015
 
Dec. 31, 2014
 
(Dollars in thousands except share and per share amounts)
Adjusted net income and adjusted earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income - GAAP
$
33,758

 
$
26,360

 
$
30,674

 
$
30,461

 
$
33,812

 
$
28,832

 
$
19,724

 
$
26,697

Add: Acquisition expenses
2,742

 
12,179

 
771

 
—

 
—

 
—

 
—

 
—

Add: tax effect at 38%
(1,042
)
 
(4,628
)
 
(293
)
 
—

 
—

 
—

 
—

 
—

Adjusted net income
$
35,458

 
$
33,911

 
$
31,152

 
$
30,461

 
$
33,812

 
$
28,832

 
$
19,724

 
$
26,697

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average diluted common shares outstanding
58,938,367

 
57,176,705

 
55,408,876

 
55,393,452

 
56,215,947

 
57,959,202

 
57,916,802

 
57,895,783

Earnings per common share - diluted
$
0.57

 
$
0.46

 
$
0.55

 
$
0.55

 
$
0.60

 
$
0.50

 
$
0.34

 
$
0.46

Adjusted earnings per common share - diluted
$
0.60

 
$
0.59

 
$
0.56

 
$
0.55

 
$
0.60

 
$
0.50

 
$
0.34

 
$
0.46

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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For the quarter ended:
 
Sept. 30, 2016
 
June. 30, 2016
 
March 31, 2016
 
Dec. 31, 2015
 
Sept. 30, 2015
 
June. 30, 2015
 
March 31, 2015
 
Dec. 31, 2014
 
(Dollars in thousands except share and per share amounts)
Adjusted net interest income (FTE):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
98,227

 
$
91,652

 
$
86,338

 
$
85,957

 
$
85,425

 
$
84,538

 
$
80,625

 
$
82,909

Add: Tax equivalent adjustment
2,012

 
1,905

 
1,791

 
1,826

 
1,778

 
1,704

 
1,590

 
1,504

Net interest income (FTE)
100,239

 
93,557

 
88,129

 
87,783

 
87,203

 
86,242

 
82,215

 
84,413

Add: Current realized derivative gain (loss)
(4,895
)
 
(5,005
)
 
(5,175
)
 
(5,652
)
 
(5,637
)
 
(5,416
)
 
(5,307
)
 
(5,282
)
Adjusted net interest income (FTE)
$
95,344

 
$
88,552

 
$
82,954

 
$
82,131

 
$
81,566

 
$
80,826

 
$
76,908

 
$
79,131

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average interest earning assets
$
10,173,743

 
$
9,528,576

 
$
8,892,465

 
$
8,764,649

 
$
8,693,471

 
$
8,756,244

 
$
8,560,477

 
$
8,556,688

Net interest margin (FTE)*
3.92
%
 
3.95
%
 
3.99
%
 
3.98
%
 
3.98
%
 
3.95
%
 
3.89
%
 
3.91
%
Adjusted net interest margin (FTE)**
3.73
%
 
3.74
%
 
3.75
%
 
3.73
%
 
3.72
%
 
3.70
%
 
3.64
%
 
3.67
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Calculated as net interest income (FTE) divided by average interest earning assets. Annualized for partial-year periods.
** Calculated as adjusted net interest income (FTE) divided by average interest earning assets. Annualized for partial-year periods.

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.

Tax Equivalent Presentation
All references to net interest income, net interest margin, interest income on non ASC 310-30 loans, yield on ASC 310-30 loans and the related non-GAAP adjusted measure of each item are presented on a fully-tax equivalent basis unless otherwise noted.
Overview
We are a full-service regional bank holding company focused on relationship-based business and agribusiness banking. We serve our customers through 173 branches in attractive markets in nine states: Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. During the fiscal year, we have consolidated our branch network by a net of 8 branches, excluding branches acquired in the HF Financial acquisition. We do not believe these changes will have a material impact on our customers or on our business as a whole.
Our acquisition of HF Financial closed on May 16, 2016, for total consideration of $142.0 million, which included stock consideration valued at $107.5 million and cash consideration of $34.5 million. The acquisition resulted in an increase in total assets with an acquired value of $1.12 billion, including loans with a fair value of $863.7 million, and deposits with a fair value of $863.1 million. We recorded $41.2 million of goodwill and $7.9 million of other intangible assets in conjunction with the acquisition. We anticipate increased revenues from the acquisition due to the addition of 23 branch locations in three states, including an expanded presence in eastern North Dakota and Minnesota, as well as cost synergies to be realized in future periods through the elimination of redundant operations.
Our bank was established more than 80 years ago and we 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


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profitable growth—both organically and through disciplined acquisitions. We provide financial results based on a fiscal year ending September 30 as a single reportable segment.
The principal sources of our revenues and cash flows are: (i) interest and fees earned on loans made or held by our bank; (ii) interest on fixed income investments held by our bank; (iii) fees on wealth management services; (iv) service charges on deposit accounts maintained at our bank; (v) gain on the sale of loans held for sale; (vi) securities gains; and (vii) merchant and card fees. Our principal expenses are: (i) interest expense on deposit accounts and other borrowings; (ii) salaries and employee benefits; (iii) data processing costs primarily associated with maintaining our bank's loan and deposit functions; (iv) occupancy expenses for maintaining our bank's facilities; (v) professional fees; (vi) business development; (vii) FDIC insurance assessments; and (viii) other real estate owned expenses. The largest component contributing to our net income is net interest income, which is the difference between interest earned on earning assets (primarily loans and investments) and interest paid on interest bearing liabilities (primarily deposit accounts and other borrowings). One of management's principal functions is to manage the spread between interest earned on earning assets and interest paid on interest bearing liabilities in an effort to maximize net interest income while maintaining an appropriate level of interest rate risk.
Net income was $121.3 million for fiscal year 2016, an increase of $12.2 million, or 11.2%, compared to fiscal year 2015. Adjusted net income, which excludes the effect of one-time acquisition expenses of $15.7 million related to the HF Financial acquisition was $131.0 million, an increase of $21.9 million, or 20.1%. The increase was mainly attributable to increased net interest income resulting from organic and inorganic balance sheet growth and higher noninterest income, partially offset by increased noninterest expenses. For more information on our adjusted net income, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Our efficiency ratio, which measures our ability to manage noninterest expenses, remained strong during the year at 49.6%, higher than the previous year primarily due to one-time acquisition expenses of $15.7 million related to the HF Financial acquisition. For more information on our efficiency ratio, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Net interest margin, which measures our ability to maintain interest rates on interest earning assets above those of interest bearing liabilities, was 3.96%, 3.94% and 4.02%, respectively, for fiscal years 2016, 2015 and 2014. Adjusted net interest margin, which adjusts for the realized gain (loss) on interest rate swaps, was 3.74%, 3.68% and 3.79%, respectively, for the same periods. We believe our adjusted net interest margin is more representative of our underlying performance and is the measure we use internally to evaluate our results. Net interest margin and adjusted net interest margin were 2 and 6 basis points higher, respectively, compared to fiscal year 2015 primarily as a result of asset growth and mix, including the growth in average total loans of 11.8% as a proportion of interest earning assets partially offset by an 11 basis point decrease in the yield on total loans.
Net interest margin and adjusted net interest margin for fiscal year 2015 declined 8 and 11 basis points, respectively, compared to fiscal year 2014 due to reduced asset yields. Pricing on new loans continued to be impacted by competitive pressures in the market and the continued near-zero benchmark interest rate environment, while investment portfolio yields have also declined. These reductions in asset yields were partially offset by reductions in the cost of deposits over the same periods, due to a continued favorable change in deposit mix. For more information on our adjusted net interest margin, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Net income for the year represents earnings per fully diluted common share of $2.14, compared to $1.90 for fiscal year 2015. On October 27, 2016, our Board of Directors declared a dividend of $0.17 per common share payable on November 23, 2016 to owners of record as of the close of business on November 11, 2016. This represents an increase of 21.4% compared to recent quarterly dividends of $0.14 per common share.
Total loans increased $1.36 billion compared to September 30, 2015, from $7.33 billion to $8.68 billion, an increase of 18.5%, including $863.7 million of loans at fair value acquired in the HF Financial acquisition. Excluding the acquired loans, net growth for the fiscal year was $493.7 million, or 6.7%. The net organic growth during the year was primarily driven by $416.6 million of commercial real estate ("CRE") loan growth and $117.6 million of agriculture loan growth, partially offset by a $35.6 million reduction in residential real estate loans outstanding. Deposits increased for fiscal year 2016 to $8.60 billion from $7.39 billion, an increase of $1.22 billion or 16.5%, including $863.1 million of deposits at fair value acquired in the HF Financial acquisition.


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Excluding the acquired deposits, net deposit growth for the year was $354.6 million, or 4.8%. Organic deposit growth was driven by growth in both commercial deposits and consumer deposits, where growth in checking and savings balances outpaced the continued runoff of time deposit accounts.
Loans classified as "Watch" status were $327.6 million as of September 30, 2016, an increase of $17.2 million, or 5.6%, from September 30, 2015 and loans classified as "Substandard" were $241.6 million, an increase of $58.0 million, or 31.6%, over the same period. Loans acquired in the HF Financial acquisition contributed $83.1 million of the increase in "Watch" loans and $16.7 million of the increase in "Substandard" loans at September 30, 2016, meaning the net change excluding HF Financial loans was a reduction to "Watch" and a moderate increase to "Substandard" loans. The reduction in loans graded "Watch" was primarily driven by the upgrade of a number of CRE loans to "Pass" status and the downgrade of one larger C&I exposure that is heavily dependent on the agriculture industry. The increase in loans graded "Substandard" was primarily driven by the previously mentioned C&I downgrade, partially offset by the net charge-offs recorded during the period, loans upgraded to "Watch" or better and loan principal payments received. Within the agriculture loan segment, individual loan relationships were both upgraded and downgraded during the period but overall levels of "Watch" and "Substandard" loans improved slightly.
At September 30, 2016, nonaccrual loans were $126.4 million, with $4.1 million of the balance covered by FDIC loss-sharing arrangements. Total nonaccrual loans increased by $58.1 million, or 85.1%, during the year driven by the deterioration of a small number of lending relationships in the C&I and agriculture loan portfolios, which have been closely monitored and managed for a number of quarters, and had previously been classified as "Substandard" loans. OREO balances decreased by $5.6 million, or 35.3%, during the year, driven primarily by the liquidation of a number of sizable assets during the year.
Excluding charge-offs on acquired loans subject to purchase accounting fair value adjustments, net charge-offs for fiscal year 2016 were $9.5 million, or 0.12% of average loans, compared to $9.4 million, or 0.13% of average loans in fiscal year 2015, an increase of $0.1 million or 1.6%.
Our capital position is strong and stable, with Tier 1 capital, total capital and Tier 1 leverage ratios of 11.1%, 12.2% and 9.5%, respectively, at September 30, 2016, compared to 10.9%, 12.1% and 9.1%, respectively, at September 30, 2015. In addition, our Common Equity Tier 1 ratio was 10.2% at September 30, 2016, compared to 10.1% at September 30, 2015. Our tangible common equity to tangible assets ratio was 8.5% at September 30, 2016, compared to 8.3% at September 30, 2015. All regulatory capital ratios remain above regulatory minimums to be considered "well capitalized." For more information on our tangible common equity to tangible assets ratio, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Key Factors Affecting Our Business and Financial Statements
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 C&I and owner-occupied CRE borrowers are particularly exposed to external economic conditions such as consumer sentiment, repayment of C&I 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 $2.84 billion, or 32.5%, of our total loan portfolio as of September 30, 2016. In addition, agricultural loans, which comprised 24.8% of our loan portfolio as of September 30, 2016, depend on the health of the agricultural industry broadly and in the location of the borrower in particular and on commodity prices.
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.”


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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 2015 and 2016, short-term and long-term interest rates continued to be very low by historical standards, despite the Federal Reserve raising short-term interest rates by 25 basis points in December 2015 and market conditions driving one- and three-month London Interbank Offered Rates ("LIBOR") rates higher in 2016. 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 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 “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”
Asset Quality and Loss-Sharing Arrangements
Our asset quality remained strong during fiscal year 2016 with net charge-offs as a percentage of average loans of 12 basis points. 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, 2016, we had approximately $139.1 million of loans acquired as part of the TierOne Bank acquisition, representing 1.6% of our overall loan portfolio and approximately $817.6 million of loans acquired as part of the HF Financial acquisition, representing 9.4% of our overall loan portfolio. The majority of our loans acquired from TierOne Bank continue to be subject to a loss-sharing arrangement with the FDIC where we are indemnified by the FDIC for 80% of our losses associated with any covered loans. While our ability to seek indemnification under the commercial loss-sharing arrangement terminated in June 2015, the single-family loss-sharing arrangement, which covered $73.3 million in loans at September 30, 2016, does not terminate until 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 and other Acquisitions—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 offer an interest-bearing


69



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 became 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 were 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” and "Item 1A. Risk Factors—Risks Related to the Regulatory Oversight of Our Business—We may be subject to more stringent capital requirements in the future" for further information.
Interchange Fees. Prior to 2016, we were subject to the interchange fee cap adopted under the Durbin Amendment to the Dodd-Frank Act as a result of our affiliation with NAB. Because our consolidated total assets remained under $10 billion as of December 31, 2015, we were able to qualify for the small issuer exemption from the interchange fee cap for a period of time. Reliance on the small issuer exemption does 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. 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. Because we expect our total assets to exceed $10.0 billion as of December 31, 2016, we expect that we will once again become subject to the interchange fee caps in July 2017, resulting in a negative impact on the debit card and ATM fees we receive after that date. While the ultimate amount of this reduction is difficult to estimate as it is influenced by consumer behavior outside of our control, we expect the decrease to be approximately $10 million, pre-tax, on an annualized basis. However, we were only exempt from the fee caps for a portion of fiscal year 2016 and expect to be exempt for a portion of fiscal year 2017, so we expect the year-over-year revenue impact to be slightly lower.
Heightened Prudential Requirements. We and our bank both exceeded $10 billion in total consolidated assets during fiscal year 2016. Following the fourth consecutive quarter (and any applicable phase-in period) where we or our bank exceeds this threshold, 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. We expect this to occur in fiscal year 2017. See “Item 1. Business—Supervision and Regulation—Heightened Requirements for Bank Holding Companies with $10 Billion or More in Assets.” We have begun preparing to comply with the rules when 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 and we have formed working groups and project teams to carry out various compliance 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. For example, we are focused on providing a range of profitable products and services. 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. 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


70



and contributes to the efficient integration of acquired businesses.
We surpassed $10 billion in consolidated total assets during fiscal year 2016. As a result, we will be subject to the Dodd-Frank Act Stress Test (DFAST) regulations and have hired and intend to hire additional staff members and implement additional processes to ensure our bank meets all the reporting regulations and we expect to incur additional costs related to this compliance requirement. For additional information on DFAST, see “Item 1A. Risk Factors—Risks Related to Our Business—We are subject to heightened regulatory requirements as we have exceeded $10 billion in assets” and “Item 1. Business—Supervision and Regulation—Capital and Stress Testing Requirements."
Goodwill and Amortization of Other Intangibles
Since 2006, we have completed nine 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, 2016, we had $739.0 million of goodwill, $622.4 million 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 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 $3.3 million was amortized as noninterest expense during fiscal year 2016. Total scheduled amortization for all intangible assets includes approximately $2.3 million for fiscal year 2017 and slightly lower amounts for fiscal years 2018 through 2026. 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 13. 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 certain of these loans by entering into equal and offsetting fixed-to-floating interest rate swap agreements for these loans with various counterparties. 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 noninterest income in the relevant period. We also record an adjustment for credit risk in noninterest 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 income. 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 noninterest 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 income 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


71



the treatment of interest rate swaps and related loans in our financial statements, see "Note 10. Derivative Financial Instruments" and “Note 25. Fair Value of Financial Instruments” in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Results of Operations—Fiscal Years Ended September 30, 2016, 2015 and 2014
Overview
The following table highlights certain key financial and performance information for fiscal years 2016, 2015 and 2014:
 
For the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands, except share and per share amounts)
Operating Data:
 
 
 
 
 
Interest and dividend income (FTE) 1
$
403,232

 
$
369,957

 
$
357,139

Interest expense
33,524

 
29,884

 
32,052

Noninterest income
42,537

 
33,890

 
39,781

Noninterest expense
207,640

 
186,794

 
200,222

Provision for loan and lease losses
16,955

 
19,041

 
684

Net income
121,253

 
109,065

 
104,952

Adjusted net income 1
$
130,982

 
$
109,065

 
$
104,952

Common shares outstanding
58,693,304

 
55,219,596

 
57,886,114

Weighted average diluted common shares outstanding
56,729,350

 
57,500,878

 
57,886,114

Earnings per common share - diluted
$
2.14

 
$
1.90

 
$
1.81

Adjusted earnings per common share - diluted 1
2.31

 
1.90

 
1.81

 
 
 
 
 
 
Performance Ratios:
 
 
 
 
 
Net interest margin (FTE) 1
3.96
%
 
3.94
%
 
4.02
%
Adjusted net interest margin (FTE)1
3.74
%
 
3.68
%
 
3.79
%
Return on average total assets
1.16
%
 
1.12
%
 
1.14
%
Return on average common equity
7.9
%
 
7.5
%
 
7.3
%
Return on average tangible common equity1
15.1
%
 
15.4
%
 
16.6
%
Efficiency ratio1
49.6
%
 
48.0
%
 
50.4
%
 
 
 
 
 
 
(1) This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. For more information on this non-GAAP financial measure, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data — Non-GAAP Financial Measures Reconciliations".
For the fiscal year ended September 30, 2016:
•
net income was $121.3 million, an increase of $12.2 million, or 11.2% compared with fiscal year 2015. Adjusted net income, which excludes the effect of one-time acquisition expenses of $15.7 million related to the HF Financial acquisition was $131.0 million, an increase of $21.9 million, or 20.1%. The increase was mainly attributable to increased net interest income resulting from organic and inorganic balance sheet growth and higher noninterest income, partially offset by increased noninterest expenses;
•
net interest margin and adjusted net interest margin were 3.96% and 3.74%, respectively, an increase of 2 and 6 basis points over fiscal year 2015, respectively, primarily as a result of asset growth and mix, including the growth in average total loans of 11.8% as a proportion of interest earning assets partially offset by an 11 basis point decrease in the yield on total loans. Net interest margin and adjusted net interest margin for fiscal year 2015 decreased by 8 and 11 basis points compared to fiscal year 2014, respectively, due to declines in asset yields, partially offset by declining deposit costs;


72



•
provision for loan and lease losses was $17.0 million, a decrease of $2.0 million compared with fiscal year 2015. The decrease was due to a small number of primarily C&I exposures that were provided for in the second quarter of 2015;
•
noninterest income was $42.5 million, an increase of $8.6 million, or 25.5%, compared with fiscal year 2015. A substantial portion of the increase was driven by an increase in service charges and other fees through higher debit card interchange rates, offset by lower fee income related to consumer and commercial deposit relationships;
•
noninterest expense was $207.6 million, an increase of $20.8 million, or 11.2%, compared with fiscal year 2015. A substantial portion of the increase was due to $15.7 million of one-time acquisition expenses incurred in the HF Financial acquisition and an increase in salaries and employee benefits of $8.4 million due in part to employees added as a part of the HF Financial acquisition, which was offset by a reduction in net loss recognized on repossessed property and other related expenses of $4.1 million; and
•
return on average total assets was 1.16% for fiscal year 2016, an increase of 4 basis points, from 1.12% for fiscal year 2015, while return on average tangible common equity was 15.1%, a decrease of 30 basis points, from 15.4% for the same period, driven by higher average equity balances.
Our adjusted 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, see “Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Net Interest Income
The following tables present net interest income, net interest margin and adjusted net interest margin for fiscal years 2016, 2015 and 2014:
 
For the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Net interest income:
 
 
 
 
 
Total interest and dividend income (FTE) (1)
$
403,232

 
$
369,957

 
$
357,139

Less: Total interest expense
33,524

 
29,884

 
32,052

Net interest income (FTE) (1)
369,708

 
340,073

 
325,087

Less: Provision for loan and lease losses
16,955

 
19,041

 
684

Net interest income after provision for loan and lease losses (FTE) (1)
$
352,753

 
$
321,032

 
$
324,403

 
 
 
 
 
 
Net interest margin (FTE) and adjusted net interest margin (FTE) (1):
 
 
 
 
 
Average interest-earning assets
$
9,339,858

 
$
8,641,719

 
$
8,093,861

Average interest-bearing liabilities
$
8,760,173

 
$
8,181,719

 
$
7,752,325

Net interest margin (FTE) (1)
3.96
%
 
3.94
%
 
4.02
%
Adjusted net interest margin (FTE)(1)
3.74
%
 
3.68
%
 
3.79
%
 
 
 
 
 
 
1 This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. For more information on this non-GAAP financial measure,, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Net interest income was $369.7 million in fiscal year 2016 compared to $340.1 million in fiscal year 2015, an increase of 8.7%. The increase was driven by organic and inorganic loan growth and $3.5 million of accretion income from the HF Financial ASC 310-20 loans, partially offset by $1.4 million of accrued interest charged off. Net interest margin was 3.96% in fiscal year 2016, compared with 3.94% in fiscal year 2015. Adjusted net interest margin was 3.74% and 3.68%, respectively, over the same periods. The increase was primarily as a result of asset growth and mix, including the growth in average total loans of 11.8% as a proportion of interest-earning assets partially offset by an 11 basis point decrease in the yield on total loans and a 1 basis point increase in the cost of interest-bearing liabilities.
Net interest income was $340.1 million in fiscal year 2015 compared to $325.1 million in fiscal year 2014, an increase of 4.6%. The increase was driven by higher interest income on loans, attributable to loan growth over the previous year, more gross income related to the portion of the portfolio acquired with deteriorated credit quality and lower deposit interest expense, partially offset by lower interest income on the investment portfolio. Net interest margin was 3.94% in fiscal year 2015, compared with 4.02% in fiscal year 2014. Adjusted net interest margin was 3.68% and 3.79%, respectively, over the same periods. The lower net


73



interest margin and adjusted net interest margin were attributable to lower asset yields, partially offset by a reduction in cost of deposits. For more information on our adjusted net interest margin and adjusted net interest income, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
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 fiscal years 2016, 2015 and 2014. Loans on nonaccrual status that had interest 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 $694.2 million at September 30, 2016 and $597.6 million at September 30, 2015, are typically entered at lower interest rate arrangements than comparable non-exempt loans and securities. The amount of interest income reflected below has been adjusted to include the amount of tax benefit realized in the period and as such is presented on a fully-tax equivalent basis, the calculation of which is outlined in the discussion of non-GAAP items later in this section. ASC 310-30 loans represent loans accounted for in accordance with ASC 310-30 Accounting for Purchased Loans that were credit impaired at the time we acquired them. Non ASC 310-30 loans represent loans we have originated and loans we have acquired that were not credit impaired at the time we acquired them.
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
Average Balance
 
Interest (FTE)
 
Yield / Cost
 
Average Balance
 
Interest (FTE)
 
Yield / Cost
 
Average Balance
 
Interest (FTE)
 
Yield / Cost
 
(dollars in thousands)
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
122,651

 
$
574

 
0.47
%
 
$
244,850

 
$
652

 
0.27
%
 
$
167,982

 
$
455

 
0.27
%
Investment securities
1,366,925

 
24,680

 
1.81
%
 
1,377,718

 
24,271

 
1.76
%
 
1,419,354

 
27,411

 
1.93
%
Non ASC 310-30 loans, net 1
7,736,454

 
370,521

 
4.79
%
 
6,889,738

 
336,194

 
4.88
%
 
6,311,857

 
323,438

 
5.12
%
ASC 310-30 loans, net
113,828

 
7,457

 
6.55
%
 
129,413

 
8,840

 
6.83
%
 
194,668

 
5,835

 
3.00
%
Loans, net
7,850,282

 
377,978

 
4.81
%
 
7,019,151

 
345,034

 
4.92
%
 
6,506,525

 
329,273

 
5.06
%
Total interest-earning assets
9,339,858

 
403,232

 
4.32
%
 
8,641,719

 
369,957

 
4.28
%
 
8,093,861

 
357,139

 
4.41
%
Noninterest-earning assets
1,079,503

 
 
 
 
 
1,079,201

 
 
 
 
 
1,149,957

 
 
 
 
Total assets
$
10,419,361

 
$
403,232

 
3.87
%
 
$
9,720,920

 
$
369,957

 
3.81
%
 
$
9,243,818

 
$
357,139

 
3.86
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
$
1,493,287

 
 
 
 
 
$
1,350,749

 
 
 
 
 
$
1,242,097

 
 
 
 
NOW, money market and savings deposits
5,081,401

 
$
16,206

 
0.32
%
 
4,472,223

 
$
12,374

 
0.28
%
 
3,952,765

 
$
9,329

 
0.24
%
Time deposits
1,345,693

 
8,908

 
0.66
%
 
1,539,863

 
10,988

 
0.71
%
 
1,909,269

 
16,435

 
0.86
%
Total deposits
7,920,381

 
25,114

 
0.32
%
 
7,362,835

 
23,362

 
0.32
%
 
7,104,131

 
25,764

 
0.36
%
Securities sold under agreements to repurchase
160,820

 
519

 
0.32
%
 
168,455

 
563

 
0.33
%
 
193,901

 
600

 
0.31
%
FHLB advances and other borrowings
580,283

 
4,154

 
0.72
%
 
554,127

 
3,631

 
0.66
%
 
356,915

 
3,452

 
0.97
%
Related party notes payable
—

 
—

 
—
%
 
34,301

 
771

 
2.25
%
 
41,295

 
921

 
2.23
%
Subordinated debentures and subordinated notes payable
98,689

 
3,737

 
3.79
%
 
62,001

 
1,557

 
2.51
%
 
56,083

 
1,315

 
2.34
%
Total borrowings
839,792

 
8,410

 
1.00
%
 
818,884

 
6,522

 
0.80
%
 
648,194

 
6,288

 
0.97
%
Total interest-bearing liabilities
8,760,173

 
$
33,524

 
0.38
%
 
8,181,719

 
$
29,884

 
0.37
%
 
7,752,325

 
$
32,052

 
0.41
%
Noninterest-bearing liabilities
117,344

 
 
 
 
 
82,978

 
 
 
 
 
60,721

 
 
 
 
Stockholders' equity
1,541,844

 
 
 
 
 
1,456,223

 
 
 
 
 
1,430,772

 
 
 
 
Total liabilities and stockholders' equity
$
10,419,361

 
 
 
 
 
$
9,720,920

 
 
 
 
 
$
9,243,818

 
 
 
 
Net interest spread
 
 
 
 
3.49
%
 
 
 
 
 
3.44
%
 
 
 
 
 
3.45
%
Net interest income and net interest margin (FTE) 2
 
 
$
369,708

 
3.96
%
 
 
 
$
340,073

 
3.94
%
 
 
 
$
325,087

 
4.02
%
Less: Tax equivalent adjustment
 
 
$
7,534

 
 
 
 
 
$
6,576

 
 
 
 
 
$
4,663

 
 
Net interest income and net interest margin - ties to Statements of Comprehensive Income
 
 
$
362,174

 
3.88
%
 
 
 
$
333,497

 
3.86
%
 
 
 
$
320,424

 
3.96
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 Interest income includes $3.7 million, $0.2 million and $1.8 million for the fiscal year 2016, 2015 and 2014, respectively, resulting from accretion of purchase accounting discount associated with acquired loans.
2 This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. For more information on this non-GAAP financial measure,, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".


74



Interest and Dividend Income
The following tables presents interest and dividend income for fiscal years 2016, 2015 and 2014:
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Interest and dividend income:
 
 
 
 
 
Loans (FTE) (1)
$
377,978

 
$
345,034

 
$
329,273

Taxable securities
23,249

 
22,973

 
26,363

Nontaxable securities
230

 
51

 
80

Dividends on securities
1,201

 
1,247

 
968

Federal funds sold and other
574

 
652

 
455

Total interest and dividend income (FTE) (1)
403,232

 
369,957

 
357,139

Tax equivalent adjustment
7,534

 
6,576

 
4,663

Total interest and dividend income (GAAP)
$
395,698

 
$
363,381

 
$
352,476

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 $403.2 million for fiscal year 2016, compared to $370.0 million for fiscal year 2015 and $357.1 million for fiscal year 2014. Significant components of interest and dividend income are described in further detail below.
Loans. Interest income on all loans increased to $378.0 million in fiscal year 2016 from $345.0 million in fiscal year 2015, an increase of 9.6% during the year. Average net loan balances for fiscal year 2016 were $7.85 billion, representing an 11.8% increase compared to the same period in fiscal year 2015. Growth was focused in the CRE and agriculture segments of the portfolio offset with a slight contraction in the residential real estate segment of the portfolio. The largest contributor to growth during fiscal year 2016 was CRE which was distributed across the non-owner-occupied, owner-occupied, construction and development and multi-family residential real estate subsegments across a diverse range of projects with a continued focus on limiting exposure to land development and other projects that are speculative in nature. Interest income on ASC 310-30 loans decreased $1.4 million between the two periods, primarily driven by lower average balances prior to the acquisition of HF Financial in the third quarter of 2016.
Interest income on all loans increased to $345.0 million in fiscal year 2015 from $329.3 million in fiscal year 2014, an increase of 4.8% during the year. The growth was driven primarily by higher average loan balances driven by organic loan origination over the course of the year, partially offset by lower overall loan yields as a result of pricing pressure on new and renewed loans. Interest income on ASC 310-30 loans increased $3.0 million between the two periods, primarily driven by lower amortization of the indemnification assets related to these loans in the current period as those assets related to the commercial FDIC loss-sharing arrangement were amortized prior to the expiration of the arrangement.
Our yield on loans is affected by market interest 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, and the level of nonaccrual loans. The average tax equivalent yield on loans, other than ASC 310-30 loans, was 4.79% for fiscal year 2016, a decrease of 9 basis points compared to 4.88% for fiscal year 2015 and a decrease of 24 basis points from 5.12% for fiscal year 2014. Adjusted for the current realized gain (loss) on derivatives we use to manage interest rate risk on certain of our loans at fair value, which we believe represents the underlying economics of the transactions, the adjusted yield on loans, other than ASC 310-30 loans, was 4.52% for the current fiscal year, a 5 basis point decrease compared to fiscal year 2015 and a 27 basis point decrease compared to fiscal year 2014. These decreases continue to be attributable to the competitive interest rate environment for high quality commercial and agricultural credits across our footprint and a prolonged rate cycle with very low short-term rates. We have begun to benefit from a period-over-period increase in short-term LIBOR rates which has reduced the net cost of pay fixed, receive floating interest rate swaps the Company utilizes related to certain fixed rate loans.
The average yield on ASC 310-30 loans was 6.55% for fiscal year 2016, compared to 6.83% for fiscal year 2015 and 3.00% for fiscal year 2014. The yield on this portion of the portfolio is heavily impacted by the amortization rates for the related FDIC indemnification asset, which is recorded through interest income. The portfolio continues to run off and represents a very small portion of the overall loan portfolio with average balances of $113.8 million, $129.4 million and $194.7 million for fiscal years 2016, 2015 and 2014, respectively, which represents 1.4%, 1.8% and 3.0% of the total average loan portfolio, respectively.
The average duration, net of interest rate swaps, of the loan portfolio was a relatively short 1.3 years as of September 30, 2016. Approximately 47.6%, or $4.10 billion, of the portfolio is comprised of fixed rate loans, of which $1.13 billion of loans are


75



fixed-rate loans with an original term of 5 years or greater which we have entered into equal and offsetting fixed-to-floating interest rate swaps. These loans effectively behave as floating rate loans. Of the remaining floating rate loans in the portfolio, approximately 55% are indexed to Wall Street Journal Prime, 25% to 5-year Treasuries and the balance to various other indices. These loans have an average interest rate floor 69 bps above market rates.
Loan-related fee income of $11.1 million is included in interest income for fiscal year 2016 compared to $9.4 million for fiscal year 2015 and $8.4 million for fiscal year 2014. 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 $3.8 million, $7.6 million and $14.6 million for fiscal years 2016, 2015 and 2014, respectively, is included as a reduction to interest income.
Investment Portfolio. The carrying value of investment securities and FHLB stock was $1.36 billion as of September 30, 2016, and 2015. Interest and dividend income on investments includes income earned on investment securities and FHLB stock. Interest and dividend income on investments increased to $24.7 million in fiscal year 2016 from $24.3 million in fiscal year 2015, an increase of 1.7%. The increase was driven by a 5 basis point increase in the fiscal year 2016 yield to 1.81% from 1.76% for fiscal year 2015 offset by a decrease in average balances.
In fiscal year 2015, interest and dividend income on investments decreased to $24.3 million from $27.4 million in fiscal year 2014, a decrease of 11.5%, driven entirely by the decrease in average balance of the portfolio and yields which decreased 17 basis points year-over-year from 1.93% in fiscal year 2014 to 1.76% in fiscal year 2015.
The weighted average life of the portfolio was 3.3 years at September 30, 2016, and 3.1 years at September 30, 2015 and 2014, respectively. Average investments in fiscal years 2016, 2015 and 2014 were 14.6%, 15.9% and 17.5%, respectively, of total average interest-earning assets.
Interest Expense
The following table presents interest expense for fiscal years 2016, 2015 and 2014:
 
For the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Interest expense
 
 
 
 
 
Deposits
$
25,114

 
$
23,362

 
$
25,764

Securities sold under agreements to repurchase
519

 
563

 
600

FHLB advances and other borrowings
4,154

 
3,631

 
3,452

Related party notes payable
—

 
771

 
921

Subordinated debentures and subordinated notes payable
3,737

 
1,557

 
1,315

Total interest expense
$
33,524

 
$
29,884

 
$
32,052

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 and subordinated notes payable. Total interest expense increased to $33.5 million in fiscal year 2016, from $29.9 million in fiscal year 2015, an increase of $3.6 million, or 12.2%. Total interest expense decreased to $29.9 million in fiscal year 2015, from $32.1 million in fiscal year 2014, a decrease of $2.2 million, or 6.8%. Average interest-bearing liabilities increased to $8.76 billion in fiscal year 2016 from $8.18 billion in fiscal year 2015 and $7.75 billion in fiscal year 2014, increases of $578.5 million, or 7.1%, and $429.4 million, or 5.5%, respectively. The average cost of total interest-bearing liabilities increased to 0.38% in fiscal year 2016, compared to 0.37% in fiscal year 2015 and decreased from 0.41% in fiscal year 2014. Significant components of interest expense are described in further detail below.
Deposits. Interest expense on deposits, consisting of non-interest-bearing demand accounts, money market and savings accounts, NOW accounts, savings accounts and time deposits, was $25.1 million in fiscal year 2016 compared with $23.4 million in fiscal year 2015, an increase of $1.8 million, or 7.5%. Interest expense on deposits was $23.4 million in fiscal year 2015 compared with $25.8 million in fiscal year 2014, a decrease of $2.4 million, or 9.3%. Average deposit balances were $7.92 billion in fiscal year 2016, compared with $7.36 billion in fiscal year 2015 and $7.10 billion for fiscal year 2014. Our average deposits increased 7.6% during fiscal year 2016, and the average rate paid on deposits remained stable at 0.32% for fiscal year 2016 and 2015. At September 30, 2016, our total deposits were $8.60 billion, an increase of 16.5%, including $863.1 million of deposits at fair value acquired from HF Financial at acquisition date, compared to September 30, 2015.


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Average non-interest-bearing demand account balances comprised 18.9% of average total deposits for fiscal year 2016 compared with 18.3% for fiscal year 2015, and 17.5% for fiscal year 2014. Total average other liquid accounts, consisting of money market and savings accounts, continued to increase in fiscal year 2016 to 64.2% of total average deposits, compared to 60.7% of total average deposits for fiscal year 2015 and 55.6% in fiscal year 2014, while time deposit accounts decreased in fiscal year 2016 to 17.0% of total average deposits from 21.0% in fiscal year 2015 and 26.9% in fiscal year 2014. These trends in the composition of our deposit portfolio represent a continuation of our strategy to move away from more costly time deposit accounts toward more cost-effective transaction accounts as well as our focus on gathering business deposits, which are typically transaction accounts by nature. This transition, as well as continued low benchmark interest rates, have driven a significant decrease in our cost of deposits among these three periods.
FHLB Advances and Other Borrowings. Interest expense on FHLB advances and other borrowings was $4.2 million for fiscal year 2016, compared to $3.6 million for fiscal year 2015 and $3.5 million for fiscal year 2014, reflecting weighted average cost of 0.72%, 0.66% and 0.97%, respectively. Our average balance for FHLB advances and other borrowings increased to $580.3 million in fiscal year 2016 from $554.1 million in fiscal year 2015 and $356.9 million in fiscal year 2014, an increase of 4.7% and 55.3% in each period, respectively. Average FHLB advances and other borrowings as a proportion of total average interest-bearing liabilities were 6.6% for fiscal year 2016, 6.8% for fiscal year 2015 and 4.6% for fiscal year 2014. 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 $871.0 million at September 30, 2016, compared with $581.0 million at September 30, 2015 and $575.0 million at September 30, 2014. The weighted average contractual rate paid on our FHLB advances was 0.69% at September 30, 2016, 0.61% at September 30, 2015 and 0.62% at September 30, 2014. The average tenor of our FHLB advances was 52 months, 60 months and 56 months at September 30, 2016, 2015 and 2014, respectively. The amount of other borrowings and related interest expense are immaterial in each of fiscal years 2016, 2015 and 2014.
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, 2016, we had pledged $3.11 billion of loans to the FHLB, against which we had borrowed $871.0 million.
Subordinated Debentures and Subordinated Notes Payable. Interest expense on our outstanding subordinated debentures and subordinated notes payable was $3.7 million for fiscal year 2016, $1.6 million for fiscal year 2015, and $1.3 million for fiscal year 2014. At September 30, 2016, September 30, 2015 and September 30, 2014, the weighted average contractual rate on outstanding junior subordinated debentures and subordinated notes payable was 4.88%, 2.39% and 2.29%, respectively. The increase in fiscal year 2016 was primarily driven by $35.0 million of junior subordinated debentures we issued in July 2015 at a higher rate than the related party note rates. We primarily used the proceeds to repay the outstanding subordinated capital note issued to NAB New York Branch.
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 securities sold under agreements to repurchase remained largely consistent between fiscal year 2016, 2015, and 2014. In fiscal year 2016, the interest expense associated with related party notes payable decreased compared to fiscal year 2015 and 2014 due to the repayment of the subordinated capital note issued to NAB New York Branch on July 31, 2015.
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 tables present for each of the last two fiscal years a summary of the changes in interest income and interest expense on a tax equivalent basis 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 the continued benefit of balance sheet growth, mainly within loans funded by cost-effective deposit growth, partially offset by a reduction in net interest margin most pronounced in loan yield.


77



 
2016 vs 2015
 
2015 vs 2014
 
Volume
 
Rate
 
Total
 
Volume
 
Rate
 
Total
 
(dollars in thousands)
Increase (decrease) in interest income:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
(422
)
 
$
344

 
$
(78
)
 
$
205

 
$
(8
)
 
$
197

Investment securities
(174
)
 
583

 
409

 
(822
)
 
(2,318
)
 
(3,140
)
Non ASC 310-30 loans
41,433

 
(7,105
)
 
34,328

 
28,708

 
(15,952
)
 
12,756

ASC 310-30 loans
(1,016
)
 
(368
)
 
(1,384
)
 
(2,476
)
 
5,481

 
3,005

Total loans
40,417

 
(7,473
)
 
32,944

 
26,232

 
(10,471
)
 
15,761

Total increase (decrease)
39,821

 
(6,546
)
 
33,275

 
25,615

 
(12,797
)
 
12,818

 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in interest expense:
 
 
 
 
 
 
 
 
 
 
 
NOW, money market & savings deposits
1,827

 
2,005

 
3,832

 
1,315

 
1,730

 
3,045

Time deposits
(1,305
)
 
(776
)
 
(2,081
)
 
(2,891
)
 
(2,556
)
 
(5,447
)
Securities sold under agreements to repurchase
(24
)
 
(19
)
 
(43
)
 
(82
)
 
45

 
(37
)
FHLB advances and other borrowings
181

 
342

 
523

 
1,525

 
(1,346
)
 
179

Related party notes payable
(771
)
 
—

 
(771
)
 
(157
)
 
7

 
(150
)
Subordinated debentures and subordinated notes payable
1,177

 
1,003

 
2,180

 
146

 
96

 
242

Total increase (decrease)
1,085

 
2,555

 
3,640

 
(144
)
 
(2,024
)
 
(2,168
)
Increase (decrease) in net interest income (FTE)
$
38,736

 
$
(9,101
)
 
$
29,635

 
$
25,759

 
$
(10,773
)
 
$
14,986

Provision for Loan and Lease Losses
We recognized a provision for loan and lease losses of $17.0 million for fiscal year 2016 compared to a provision for loan and lease losses of $19.0 million for fiscal year 2015, a decrease of $2.0 million. The decrease in provision for loan and lease losses compared to fiscal year 2015 was attributable to a small number of primarily C&I exposures that were provided for in the second quarter of 2015. The required specific allowance for loan and lease losses ("ALLL") increased by $9.4 million due to the deterioration of a small number of specific loan relationships primarily in the agriculture sector. Included within the $17.0 million provision for loan and lease losses was a net recoupment of $1.1 million during fiscal year 2016 associated with ASC 310-30 loans. This compares to a recoupment of $0.7 million related to this portion of the portfolio recorded in fiscal year 2015. The net change in the amount of provision for loan and lease 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 and lease losses of $19.0 million for fiscal year 2015 compared to a provision for loan and lease losses of $0.7 million for fiscal year 2014, an increase of $18.3 million. The increase in provision for loan and lease losses compared to fiscal year 2014 was attributable to a number of factors during the year and resulted in an increase in required ALLL. The required specific ALLL increased by $5.1 million due to the deterioration of a small number of specific loan relationships. The collective ALLL also increased due in part to management’s judgment about the level of incurred losses present in the loan portfolio and in part due to net loan growth recorded during the year. The provision for loan and lease losses exceeded net charge offs during the fiscal year 2015 by $9.7 million driving the ratio of ALLL to total loans from 0.70% at September 30, 2014 to 0.78% at September 30, 2015. Included within the $19.0 million provision for loan and lease losses was a net recoupment of $0.7 million during fiscal year 2015 associated with ASC 310-30 loans. This compares to an improvement of $3.8 million related to this portion of the portfolio recorded in fiscal year 2014.
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Provision for loan and lease losses, non ASC 310-30 loans *
$
18,011

 
$
19,718

 
$
4,456

Provision for loan and lease losses, ASC 310-30 loans
(1,056
)
 
(677
)
 
(3,772
)
Provision for loan and lease losses, total
$
16,955

 
$
19,041

 
$
684

 
 
 
 
 
 
* As presented above, the non ASC 310-30 loan portfolio includes originated loans, other than loans for which we have elected the fair value option, and loans we acquired that we did not determine were acquired with deteriorated credit quality.
Total Credit-Related Charges
In addition to the lower provision for loan and lease losses we incurred during the current fiscal year compared to the 2015 fiscal year, we recognized other credit-related charges during the year, as discussed elsewhere within this report. We believe


78



that the following table, which summarizes each component of the total credit-related charges incurred during the current and prior fiscal years, is helpful to understanding the overall impact on our yearly results of operations. Net OREO charges include OREO operating costs, valuation adjustments and gain (loss) on sale of OREO properties, each of which entered OREO as a result of the former borrower failing to perform on a loan obligation. Reversal of interest income on nonaccrual loans occurs when we become aware that a loan, for which we had been recognizing interest income, will no longer be able to perform according to the terms and conditions of the loan agreement, including repayment of interest owed to us. Loan fair value adjustments related to credit relate to the portion of our loan portfolio for which we have elected the Fair Value Option; these amounts reflect expected credit losses in the portfolio.
 
 
For the fiscal year ended September 30,
 
Included within F/S Line Item(s):
2016
 
2015
 
2014
 
 
(dollars in thousands)
Provision for loan and lease losses
Provision for loan and lease losses
$
16,955

 
$
19,041

 
$
684

Net OREO charges
Net loss on repossessed property and other related expenses
1,263

 
5,382

 
8,644

(Recovery) reversal of interest income on nonaccrual loans
Interest income on loans
1,433

 
372

 
(435
)
Loan fair value adjustment related to credit
Net increase in fair value of loans at fair value
1,618

 
3,703

 
18

Total
 
$
21,269

 
$
28,498

 
$
8,911

Noninterest Income
The following table presents noninterest income for the periods ended September 30, 2016, 2015 and 2014:
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Noninterest income
 
 
 
 
 
Service charges and other fees
$
46,209

 
$
39,134

 
$
40,204

Wealth management fees
7,283

 
7,412

 
7,228

Mortgage banking income, net
7,261

 
6,694

 
5,539

Net gain on sale of securities
160

 
310

 
90

Other
3,968

 
5,686

 
4,993

Subtotal, product and service fees
64,881

 
59,236

 
58,054

Net increase in fair value of loans at fair value
26,314

 
36,742

 
11,904

Net realized and unrealized (loss) on derivatives
(48,658
)
 
(62,088
)
 
(30,177
)
Subtotal, loans at fair value and related derivatives
(22,344
)
 
(25,346
)
 
(18,273
)
Total noninterest income
$
42,537

 
$
33,890

 
$
39,781

Our noninterest income is comprised of the various fees we charge our customers for products and services we provide and the impact of changes in fair value of loans for which we have elected the fair value treatment and realized and unrealized gains (losses) on the related interest rate swaps we utilize to manage interest rate risk on these loans. While we are required under US GAAP to present both components within total noninterest income, we believe it is helpful to analyze the two broader components of noninterest income separately to better understand the underlying performance of the business.
Noninterest income was $42.5 million for fiscal year 2016, compared with $33.9 million for fiscal year 2015, an increase of $8.6 million or 25.5%. This increase was mostly driven by an increase of $5.6 million in product and service fees and a net increase of $3.0 million in adjustments to the fair value of our loans held at fair value and related derivatives compared to the same period in fiscal year 2015.
Noninterest income was $33.9 million for fiscal year 2015, compared with $39.8 million for fiscal year 2014, a decrease of $5.9 million or 14.8%. A substantial portion of the decrease was driven by a net reduction of $25.3 million in loans held at fair value and related derivatives compared to a $18.3 million net reduction in fiscal year 2014. The decrease was driven primarily by the relative interest rate levels at September 30, 2014 and September 30, 2015, net growth and pricing levels in the portfolio and credit-related fair value adjustments to the loans in the portfolio.
Product and Service Fees. We recognized $64.9 million of noninterest income related to product and service fees in fiscal year 2016, an increase of $5.6 million, or 9.5%, compared to fiscal year 2015. Service charges and other fees increased by $7.1 million, accounting for the largest component of the increase, partially offset by a $1.7 million decrease in other noninterest


79



income. Management estimates that the impact of the opportunity to charge higher debit card interchange rates for a period of time accounted for approximately $6.3 million of the increase. Fees related to commercial deposit accounts increased, partially offset by other consumer account fees primarily related to overdrafts and non-sufficient funds.. The higher allowable interchange rates are effective through June 30, 2017.
Noninterest income related to product and service fees was $59.2 million for the fiscal year 2015 compared to $58.1 million for fiscal year 2014, an increase of $1.2 million or 2.0%. The primary driver of the change was due to a $1.2 million increase in net gain on sale of loans, which represents the fees we earn originating and selling home mortgages into the secondary market. Deposit service charges and other fees declined $1.1 million, driven by a reduction in net consumer overdraft and non-sufficient funds revenue, partially offset by increased fee income related to commercial deposit accounts.
Loans at fair value and related derivatives. As discussed in "—Analysis of Financial Condition—Derivatives," changes in the fair value of loans for which we have elected the fair value treatment and realized and unrealized gains and losses on the related derivatives are recognized within noninterest income. For fiscal years 2016, 2015 and 2014 these items accounted for $(22.3) million, $(25.3) million and $(18.3) million, respectively. The change was driven by a net decrease of $2.1 million in adjustments to the fair value of our loans held at fair value related to credit and a $0.9 million increase in the realized gain on the derivatives driven by interest changes. We believe that the current realized loss on the derivatives economically offsets the interest income earned on the related loans; we present elsewhere the adjusted net interest income and adjusted net interest margin reflecting the metrics we use to manage the business.
The change during fiscal year 2015 was driven by a $5.8 million difference in the changes in fair value of the loans related to credit risk and a $1.2 million increase in the realized loss on the derivatives driven primarily by interest changes.
Noninterest Expense
The following table presents noninterest expense for fiscal years 2016, 2015 and 2014:
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Noninterest expense
 
 
 
 
 
Salaries and employee benefits
$
109,055

 
$
100,646

 
$
95,105

Data processing
21,719

 
19,531

 
19,548

Occupancy expenses
15,759

 
14,809

 
17,526

Professional fees
13,572

 
14,024

 
12,233

Communication expenses
3,721

 
4,455

 
4,510

Advertising
4,267

 
3,940

 
4,746

Equipment expense
3,795

 
3,905

 
4,350

Net loss recognized on repossessed property and other related expenses
1,263

 
5,382

 
8,644

Amortization of core deposits and other intangibles
3,264

 
7,110

 
16,215

Acquisition expenses
15,692

 
—

 
—

Other
15,533

 
12,992

 
17,345

Total noninterest expense
$
207,640

 
$
186,794

 
$
200,222

Our noninterest expense consists primarily of salaries and employee benefits, data processing, occupancy expenses, professional fees, and acquisition expenses. Noninterest expense increased to $207.6 million in fiscal year 2016 from $186.8 million in fiscal year 2015, an increase of $20.8 million or 11.2%. The increase in noninterest expense was primarily driven by the acquisition costs of $15.7 million associated with the HF Financial acquisition, and an increase in salaries and employee benefits of $8.4 million due in part to employees added as a part of the HF Financial acquisition, which was offset by a reduction in net loss recognized on repossessed property and other related expenses of $4.1 million. Our efficiency ratio was 49.6% for fiscal year 2016 and 48.0% for fiscal year 2015. For more information on our efficiency ratio, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
Noninterest expense decreased to $186.8 million in fiscal year 2015 from $200.2 million in fiscal year 2014, a decrease of 6.7%. The primary reason for the decrease was a $9.1 million reduction in amortization of core deposits and other intangibles along with prudent and focused expense management across the company.


80



Salaries and Employee Benefits. Salaries and employee benefits are the largest component of noninterest expense and include the cost of incentive compensation, stock compensation, benefit plans, health insurance and payroll taxes. These expenses were $109.1 million for fiscal year 2016, an 8.4% increase from $100.6 million for fiscal year 2015. The increase was driven primarily by the impact of integrating HF Financial's operations into the consolidated business and standard annual wage increases. Salaries and employee benefits were $100.6 million for fiscal year 2015, a 5.8% increase from $95.1 million for fiscal year 2014. The increase was driven primarily by the impact of a standard wage increases and higher costs of employee benefits including health insurance, retirement plan contributions and other fringe benefits.
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 $21.7 million for fiscal year 2016 and $19.5 million for fiscal year 2015, or an increase of 11.2%. The increase was driven primarily by the higher software-related costs and the incremental costs associated with the HF Financial acquisition. Expenses for data processing were $19.5 million for fiscal year 2015 and 2014.
Occupancy Expenses. Occupancy expenses include our branch network and administrative office locations throughout our footprint, including both owned and leased locations, property taxes and maintenance expense. These costs were $15.8 million for fiscal year 2016, $14.8 million for fiscal year 2015 and $17.5 million for fiscal year 2014. The increase in fiscal year 2016 was primarily driven by the addition of HF Financial locations acquired. The year-over-year reduction from 2015 to 2014 was primarily driven by savings related to branch closures.
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 $13.6 million for fiscal year 2016, a 3.2% decrease from $14.0 million for fiscal year 2015. Professional fees decreased slightly in the current fiscal year from elevated levels in fiscal year 2015 related to becoming a publicly traded company. Compared to fiscal year 2014, fiscal year 2015 increased $1.8 million, or 14.6%, primarily due to costs incurred in response to becoming a publicly traded company.
Advertising. Advertising expenses rose by $0.3 million to $4.3 million in fiscal year 2016 and decreased $0.8 million to $3.9 million for fiscal year 2015. The changes resulted from re-evaluation of our advertising needs.
Net Loss Recognized on Repossessed Property and Other Assets. Our net loss on the sale of repossessed property and other assets was $1.3 million for fiscal year 2016, a decline of $4.1 million from $5.4 million for fiscal year 2015. Net loss on the sale of repossessed property and other assets was $5.4 million for fiscal year 2015, a decrease of $3.2 million from $8.6 million for fiscal year 2014. The decrease in fiscal year 2016 continued the decline from fiscal year 2015 to 2014 primarily due to the decrease in the number and carrying value of properties held as OREO and available for sale, resulting in fewer sales and lower cumulative losses.
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 $0.8 million in fiscal year 2016 compared to $4.7 million in fiscal year 2015 and $13.8 million in fiscal year 2014. The intangible assets currently recorded are scheduled to amortize through May 2026. Total scheduled amortization for all intangible assets includes approximately $2.3 million for fiscal year 2017 and slightly lower amounts for fiscal years 2018 through 2026.
Other. Other noninterest expenses include costs related to business development and professional membership fees, travel and entertainment costs and other costs incurred. Other noninterest expenses increased to $15.5 million in fiscal year 2016 from $13.0 million in fiscal year 2015, an increase of 19.6%. The increase was primarily due to increased costs related to underwriting new loans. Other noninterest expenses decreased to $13.0 million in fiscal year 2015 from $17.3 million in fiscal year 2014, a decrease of 24.9%. The decrease was attributable to a $1.6 million nonrecurring gain on a branch closure during the fiscal year and lower branch closure costs.
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 $58.9 million in fiscal year 2016 represents an effective tax rate of 32.7%, compared to $52.5 million or 32.5% for fiscal year 2015 and $54.3 million or 34.1% for fiscal year 2014, with the continuing decrease in rate compared to fiscal year 2014 primarily due to a larger amount of


81



tax exempt interest and the mix of state and local taxes we recognized. In addition, specifically for fiscal year 2015, a resolution of a $1.7 million nonrecurring deferred tax item also influenced our lower effective tax rate.
Return on Assets and Equity
The table below presents our return on average total assets, return on average common equity, average common equity to average assets ratio and net income per average common share at and for the dates presented:
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
Return on average total assets
1.16
%
 
1.12
%
 
1.14
%
Return on average common equity
7.9
%
 
7.5
%
 
7.3
%
Average common equity to average assets ratio
14.8
%
 
15.0
%
 
15.5
%
Analysis of Financial Condition
The following table highlights certain key financial and performance information for the last three fiscal years:
 
As of September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Balance Sheet and Other Information:
 
 
 
 
 
Total assets
$
11,531,180

 
$
9,798,654

 
$
9,371,429

Loans(1)
8,682,644

 
7,325,198

 
6,787,467

Allowance for loan and lease losses
(64,642
)
 
(57,200
)
 
(47,518
)
Deposits
8,604,790

 
7,387,065

 
7,052,180

Stockholders' equity
1,663,391

 
1,459,346

 
1,421,090

Tangible common equity(2)
$
912,636

 
$
754,420

 
$
709,054

Tier 1 capital ratio
11.1
%
 
10.9
%
 
11.8
%
Total capital ratio
12.2
%
 
12.1
%
 
12.9
%
Tier 1 leverage ratio
9.5
%
 
9.1
%
 
9.1
%
Common equity tier 1 ratio
10.2
%
 
10.1
%
 
*

Tangible common equity / tangible assets(2)
8.5
%
 
8.3
%
 
8.2
%
Book value per share - GAAP
$
28.34

 
$
26.43

 
$
24.55

Tangible book value per share(2)
$
15.55

 
$
13.66

 
$
12.25

Nonaccrual loans / total loans
1.46
%
 
0.93
%
 
1.16
%
Net charge-offs / average total loans
0.12
%
 
0.13
%
 
0.14
%
Allowance for loan and lease losses / total loans
0.74
%
 
0.78
%
 
0.70
%
 
 
 
 
 
 
(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) This is a non-GAAP financial measure we believe is helpful to interpreting our financial results. For more information on this non-GAAP financial measure, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".
* Not applicable for period presented
Our total assets were $11.53 billion at September 30, 2016, compared with $9.80 billion at September 30, 2015 and $9.37 billion at September 30, 2014. The increase in total assets for fiscal year 2016 was principally attributable to the acquisition of HF Financial, which added assets with an acquired value $1.12 billion, and organic loan growth, which was $493.7 million, or 6.7%, compared to September 30, 2015. The increase in total assets from September 30, 2014 to September 30, 2015 was principally attributable to organic loan growth, partially offset by reductions in the investment portfolio, the FDIC indemnification asset and core deposits and other intangibles.
At September 30, 2016, loans as shown above were $8.68 billion, an increase of $1.36 billion, or 18.5%, from $7.33 billion at September 30, 2015. Excluding loans acquired at a fair value of $863.7 million in the HF Financial acquisition, organic loan growth was $493.7 million, or 6.7%. Loans at September 30, 2015 increased $537.7 million, or 7.9% compared to September 30, 2014. In our most recent fiscal year, total deposits were $8.60 billion, an increase of 16.5%, including deposits of $863.1 million acquired in the HF Financial acquisition, from September 30, 2015. Deposits at September 30, 2015 increased $334.9 million, or 4.7%, from September 30, 2014.


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Loan Portfolio
The following table presents our loan portfolio by category at each of the dates indicated:
 
As of September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(dollars in thousands)
Unpaid principal balance:
 
 
 
 
 
 
 
 
 
Commercial non-real estate(1)
 
 
 
 
 
 
 
 
 
Originated
$
1,601,328

 
$
1,591,974

 
$
1,544,747

 
$
1,434,891

 
$
1,270,403

Acquired
71,838

 
17,536

 
26,893

 
46,865

 
83,399

Total
1,673,166

 
1,609,510

 
1,571,640

 
1,481,756

 
1,353,802

Agriculture(1)
 
 
 
 
 
 
 
 
 
Originated
1,974,226

 
1,841,437

 
1,661,030

 
1,553,561

 
1,351,683

Acquired
194,711

 
20,028

 
20,179

 
33,687

 
44,789

Total
2,168,937

 
1,861,465

 
1,681,209

 
1,587,248

 
1,396,472

Commercial real estate (1)
 
 
 
 
 
 
 
 
 
Originated
3,171,516

 
2,708,512

 
2,321,982

 
1,980,319

 
1,867,910

Acquired
582,591

 
137,236

 
219,212

 
331,655

 
496,189

Total
3,754,107

 
2,845,748

 
2,541,194

 
2,311,974

 
2,364,099

Residential real estate
 
 
 
 
 
 
 
 
 
Originated
746,384

 
714,855

 
639,194

 
566,367

 
469,653

Acquired
274,574

 
208,290

 
262,411

 
340,102

 
470,572

Total
1,020,958

 
923,145

 
901,605

 
906,469

 
940,225

Consumer
 
 
 
 
 
 
 
 
 
Originated
59,850

 
68,840

 
82,849

 
88,388

 
102,224

Acquired
16,423

 
4,209

 
7,237

 
13,089

 
25,012

Total
76,273

 
73,049

 
90,086

 
101,477

 
127,236

Other lending
 
 
 
 
 
 
 
 
 
Originated
42,398

 
38,371

 
34,243

 
24,711

 
15,414

Acquired
79

 
—

 
—

 
—

 
—

Total
42,477

 
38,371

 
34,243

 
24,711

 
15,414

Total originated
7,595,702

 
6,963,989

 
6,284,045

 
5,648,237

 
5,077,287

Total acquired
1,140,216

 
387,299

 
535,932

 
765,398

 
1,119,961

Total unpaid principal balance
8,735,918

 
7,351,288

 
6,819,977

 
6,413,635

 
6,197,248

Less: Unamortized discount on acquired loans
(39,947
)
 
(19,264
)
 
(25,638
)
 
(34,717
)
 
(55,836
)
Less: Unearned net deferred fees and costs and loans in process
(13,327
)
 
(6,826
)
 
(6,872
)
 
(16,245
)
 
(2,838
)
Total loans
8,682,644

 
7,325,198

 
6,787,467

 
6,362,673

 
6,138,574

Allowance for loan and lease losses
(64,642
)
 
(57,200
)
 
(47,518
)
 
(55,864
)
 
(71,878
)
Loans, net
$
8,618,002

 
$
7,267,998

 
$
6,739,949

 
$
6,306,809

 
$
6,066,696

 
 
 
 
 
 
 
 
 
 
 (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.
We have successfully completed nine acquisitions since 2006, including our 2010 FDIC assisted acquisition of TierOne Bank, which represented approximately $1.67 billion in acquired loans, and our most recent acquisition of HF Financial, which represented approximately $863.7 million in acquired loans and was completed on May 16, 2016.
During the fiscal year ended September 30, 2016, total loans grew by 18.5%, or $1.36 billion. Growth excluding loans acquired at a fair value of $863.7 million in the HF Financial acquisition was $493.7 million, or 6.7%. The growth was primarily focused in CRE loans, which grew $416.6 million, or 14.6%, excluding acquired loans of $491.8 million, and agriculture loans, which grew $117.6 million, or 6.3%, excluding acquired loans of $189.8 million, partially offset by a $35.6 million decrease in residential


83



real estate loans, excluding acquired loans of $133.4 million. Over the same time period, C&I, consumer and other loan balances remained generally stable.
The following table presents an analysis of the unpaid principal balance of our loan portfolio at September 30, 2016, by loan and collateral type and by each of the five major geographic areas we use to manage our markets.
 
September 30, 2016
 
Nebraska
 
Iowa / 
Kansas /
Missouri
 
South 
Dakota
 
Arizona /
Colorado
 
North Dakota / Minnesota
 
Other(2)
 
Total
 
%
 
(dollars in thousands)
Commercial non-real estate(1)
$
303,076

 
$
792,677

 
$
313,623

 
$
199,041

 
$
3,054

 
$
61,695

 
$
1,673,166

 
19.2
%
Agriculture(1)
171,131

 
446,157

 
812,546

 
720,735

 
3,639

 
14,729

 
2,168,937

 
24.8
%
Commercial real estate(1)
732,036

 
929,629

 
1,018,687

 
817,016

 
191,683

 
65,056

 
3,754,107

 
43.0
%
Residential real estate
226,025

 
297,643

 
261,942

 
178,594

 
13,508

 
43,246

 
1,020,958

 
11.7
%
Consumer
17,493

 
20,138

 
33,311

 
3,303

 
816

 
1,212

 
76,273

 
0.9
%
Other lending
—

 
—

 
—

 
—

 
—

 
42,477

 
42,477

 
0.4
%
Total
$
1,449,761

 
$
2,486,244

 
$
2,440,109

 
$
1,918,689

 
$
212,700

 
$
228,415

 
$
8,735,918

 
100.0
%
% by location
16.6
%
 
28.5
%
 
27.9
%
 
22.0
%
 
2.4
%
 
2.6
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (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.
 (2) Balances in this column represent acquired workout loans and certain other loans managed by our workout 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, 2016:
 
September 30, 2016
 
(dollars in thousands)
Commercial non-real estate
$
1,673,166

Agriculture real estate
1,002,260

Agriculture operating loans
1,166,677

Agriculture
2,168,937

Construction and development
469,968

Owner-occupied CRE
1,167,265

Non-owner-occupied CRE
1,678,007

Multifamily residential real estate
438,867

Commercial real estate
3,754,107

Home equity lines of credit
356,822

Closed-end first lien
495,037

Closed-end junior lien
47,661

Residential construction
121,438

Residential real estate
1,020,958

Consumer
76,273

Other
42,477

Total unpaid principal balance
$
8,735,918

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


84



deals over five years, and variable-rate loans with varying terms. Management has assessed the commercial loan portfolio and our bank's direct exposure to energy-related borrowers is less than 1.4% of total loans, which includes an insignificant oil and gas exposure in North Dakota which was acquired with the HF Financial acquisition.
Agriculture. Agriculture loans include farm operating loans and loans collateralized by farm land. According to the Federal Deposit Insurance Corporation, at June 30, 2016, we were ranked the seventh-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 2011, agriculture loans comprised approximately 21% of our overall loan portfolio, compared to 25% as of September 30, 2016. We target a 20% to 30% portfolio composition for agriculture loans according to our risk appetite statement approved by our Board of Directors. Within our agriculture portfolio, loans are 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. While our borrowers have experienced volatile commodity prices during the past several years, we believe there continues to be strong secondary sources of repayment and low borrower leverage for the agriculture loan portfolio.
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.
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-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, customer deposit account overdrafts, and lease receivables.
The following table presents the maturity distribution of our loan portfolio as of September 30, 2016. 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
$
680,563

 
$
491,922

 
$
500,681

 
$
1,673,166

Agriculture
1,061,554

 
699,244

 
408,139

 
2,168,937

Commercial real estate
403,059

 
1,636,946

 
1,714,102

 
3,754,107

Residential real estate
182,704

 
420,317

 
417,937

 
1,020,958

Consumer
11,797

 
49,063

 
15,413

 
76,273

Other lending
42,477

 
—

 
—

 
42,477

Total
$
2,382,154

 
$
3,297,492

 
$
3,056,272

 
$
8,735,918



85



The following table presents the distribution, as of September 30, 2016, 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
$
677,745

 
$
314,858

 
$
992,603

Agriculture
842,128

 
265,255

 
1,107,383

Commercial real estate
1,639,814

 
1,711,234

 
3,351,048

Residential real estate
241,949

 
596,305

 
838,254

Consumer
55,342

 
9,134

 
64,476

Total
$
3,456,978

 
$
2,896,786

 
$
6,353,764

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 $10.3 million as of September 30, 2016, a decrease of $5.6 million, or 35.3%, compared to September 30, 2015 and a decrease of $39.3 million, or 79.3%, compared to September 30, 2014, respectively. The decrease was driven primarily by the liquidation of a number of sizable assets during the year. The amount of OREO covered by FDIC loss-sharing arrangements was $0.1 million as of September 30, 2016 and 2015. The following table presents our OREO balances for the period indicated:
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Beginning balance
$
15,892

 
$
49,580

 
$
57,422

Additions to OREO
4,481

 
7,636

 
33,502

Valuation adjustments and other
(2,400)

 
(7,408)

 
(14,074)

Sales
(7,691)

 
(33,916)

 
(27,270)

Ending balance
$
10,282

 
$
15,892

 
$
49,580

Investments
The following table presents the amortized cost of each category of our investment portfolio at the dates indicated:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
U.S. Treasury securities
$
227,007

 
$
250,986

 
$
222,868

U.S. Agency securities
—

 
74,412

 
—

Mortgage-backed securities:
 
 
 
 
 
Government National Mortgage Association
664,529

 
842,460

 
1,113,363

Federal National Mortgage Association
212,452

 
46,449

 
—

Small Business Assistance Program
142,921

 
101,415

 
—

States and political subdivision securities
55,525

 
1,849

 
2,188

Corporate debt securities
4,998

 
4,996

 
11,732

Other
1,013

 
1,006

 
1,006

Total
$
1,308,445

 
$
1,323,573

 
$
1,351,157

We have historically invested excess deposits in high-quality, liquid investment securities including residential agency mortgage-backed securities, U.S. Treasury securities, corporate debt securities and securities issued by U.S. states and political


86



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. U.S. Treasury securities comprised 17.5% of the total market value of the portfolio as of September 30, 2016. Since September 30, 2015, the fair value of the portfolio has decreased by $9.9 million, or 0.7%. Our tax exempt municipal securities portfolio increased $51.2 million to $52.5 million at September 30, 2016. We acquired $28.3 million of tax exempt municipal securities through the HF Financial acquisition and purchased approximately $24.0 million of additional municipal securities throughout the year as a result of our investment strategy changing to include purchasing bank qualified general obligations of local municipalities which enables us to invest in liquid assets that support our local footprint.
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, 2016. 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.
 
September 30, 2016
 
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
$
—

 
—
%
 
$
227,007

 
1.56
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
—

 
—
%
 
$
227,007

 
1.56
%
U.S. Agency securities
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
Mortgage-backed securities
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
1,019,902

 
1.87
%
 
—

 
—
%
 
1,019,902

 
1.87
%
States and political subdivision securities
3,706

 
1.62
%
 
33,248

 
1.38
%
 
18,449

 
1.71
%
 
122

 
5.00
%
 
—

 
—
%
 
—

 
—
%
 
55,525

 
1.51
%
Corporate debt securities
—

 
—
%
 
4,998

 
2.36
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
4,998

 
2.36
%
Other
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
 
1,013

 
—
%
 
1,013

 
—
%
Total
$
3,706

 
1.62
%
 
$
265,253

 
1.55
%
 
18,449

 
1.71
%
 
$
122

 
5.00
%
 
$
1,019,902

 
1.87
%
 
$
1,013

 
—
%
 
$
1,308,445

 
1.80
%
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 including ASC 310-30 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 a FDIC loss-sharing arrangement through June 4, 2020 for single-family real estate loans. Our loss-sharing arrangement for commercial loans expired June 4, 2015.


87



 
September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(dollars in thousands)
Nonaccrual loans(1)
 
 
 
 
 
 
 
 
 
Commercial non-real estate
 
 
 
 
 
 
 
 
 
Loans covered by FDIC loss-sharing arrangements
$
—

 
$
—

 
$
2,126

 
$
2,947

 
$
9,898

Loans not covered by FDIC loss-sharing arrangements
27,307

 
14,287

 
4,908

 
6,641

 
7,394

Total
27,307

 
14,287

 
7,034

 
9,588

 
17,292

Agriculture
 
 
 
 
 
 
 
 
 
Loans covered by FDIC loss-sharing arrangements
—

 
—

 
—

 
—

 
—

Loans not covered by FDIC loss-sharing arrangements
68,526

 
24,569

 
11,453

 
8,236

 
3,757

Total
68,526

 
24,569

 
11,453

 
8,236

 
3,757

Commercial real estate
 
 
 
 
 
 
 
 
 
Loans covered by FDIC loss-sharing arrangements
—

 
—

 
21,995

 
31,151

 
48,822

Loans not covered by FDIC loss-sharing arrangements
20,624

 
16,870

 
20,767

 
57,652

 
71,455

Total
20,624

 
16,870

 
42,762

 
88,803

 
120,277

Residential real estate
 
 
 
 
 
 
 
 
 
Loans covered by FDIC loss-sharing arrangements
4,095

 
5,317

 
10,839

 
13,401

 
16,890

Loans not covered by FDIC loss-sharing arrangements
5,599

 
7,124

 
6,671

 
8,746

 
10,798

Total
9,694

 
12,441

 
17,510

 
22,147

 
27,688

Consumer
 
 
 
 
 
 
 
 
 
Loans covered by FDIC loss-sharing arrangements
—

 
—

 
—

 
—

 
—

Loans not covered by FDIC loss-sharing arrangements
244

 
122

 
146

 
226

 
401

Total
244

 
122

 
146

 
226

 
401

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
4,095

 
5,317

 
34,960

 
47,499

 
75,610

Total nonaccrual loans not covered by FDIC loss-sharing arrangements
122,300

 
62,972

 
43,945

 
81,501

 
93,805

Total nonaccrual loans
126,395

 
68,289

 
78,905

 
129,000

 
169,415

 
 
 
 
 
 
 
 
 
 
OREO
10,282

 
15,892

 
49,580

 
57,422

 
68,526

 
 
 
 
 
 
 
 
 
 
Total nonperforming assets
136,677

 
84,181

 
128,485

 
186,422

 
237,941

Restructured performing loans
46,568

 
60,371

 
36,837

 
39,130

 
40,009

 
 
 
 
 
 
 
 
 
 
Total nonperforming and restructured assets
$
183,245

 
$
144,552

 
$
165,322

 
$
225,552

 
$
277,950

 
 
 
 
 
 
 
 
 
 
Accruing loans 90 days or more past due
$
1,991

 
$
58

 
$
28

 
$
227

 
$
1,832

Nonperforming restructured loans included in total nonaccrual loans
$
36,778

 
$
13,966

 
$
20,415

 
$
63,140

 
$
50,305

Nonaccretable difference outstanding related to ASC 310-30 loans
$
51,789

 
$
36,843

 
$
62,606

 
$
92,541

 
$
179,199

Percent of total assets
 
 
 
 
 
 
 
 
 
Nonaccrual loans(1)
 
 
 
 
 
 
 
 
 
Loans not covered by FDIC loss-sharing arrangements
1.06
%
 
0.64
%
 
0.47
%
 
0.89
%
 
1.04
%
Total
1.10
%
 
0.70
%
 
0.84
%
 
1.41
%
 
1.88
%
OREO
0.09
%
 
0.16
%
 
0.53
%
 
0.63
%
 
0.76
%
Nonperforming assets(2)
1.19
%
 
0.86
%
 
1.37
%
 
2.04
%
 
2.64
%
Nonperforming and restructured assets(2)
1.59
%
 
1.48
%
 
1.76
%
 
2.47
%
 
3.09
%
 
 
 
 
 
 
 
 
 
 
(1) Includes nonperforming restructured loans
(2) Includes nonaccrual loans, which includes nonperforming restructured loans.


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At September 30, 2016, our nonperforming assets were 1.19% of total assets, compared to 0.86% at September 30, 2015. Nonaccrual loans were $126.4 million as of September 30, 2016, with $4.1 million of the balance covered by FDIC loss-sharing arrangements. Total nonaccrual loans increased by $58.1 million compared to September 30, 2015. The increase in nonaccrual loans was primarily driven by the deterioration of a small number of lending relationships in the C&I and agriculture loan portfolios, which have been closely monitored and managed for a number of quarters.
We recognized approximately $1.1 million of interest income on loans that were on nonaccrual for the fiscal year ended 2016. Excluding loans covered by FDIC loss-sharing arrangements, we had average nonaccrual loans (calculated as a four-point average) of $81.6 million outstanding during fiscal year 2016. Based on the average loan portfolio yield for these loans for the year, we estimate that interest income would have been $3.9 million higher during the fiscal year had these loans been accruing.
Nonaccrual loans covered by FDIC loss-sharing arrangements continued to decline and are down $1.2 million since September 30, 2015, due to 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 nonaccrual 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 accruing and nonaccruing loans, at each of the dates indicated:
 
Fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Commercial non-real estate
 
 
 
 
 
Performing TDRs
$
8,102

 
$
8,928

 
$
6,753

Nonperforming TDRs
4,789

 
833

 
1,785

Total
12,891

 
9,761

 
8,538

Agriculture
 
 
 
 
 
Performing TDRs
19,823

 
20,041

 
3,780

Nonperforming TDRs
28,688

 
6,857

 
9,994

Total
48,511

 
26,898

 
13,774

Commercial real estate
 
 
 
 
 
Performing TDRs
18,250

 
30,917

 
25,177

Nonperforming TDRs
2,356

 
4,725

 
6,884

Total
20,606

 
35,642

 
32,061

Residential real estate
 
 
 
 
 
Performing TDRs
370

 
452

 
1,112

Nonperforming TDRs
937

 
1,547

 
1,730

Total
1,307

 
1,999

 
2,842

Consumer
 
 
 
 
 
Performing TDRs
23

 
33

 
35

Nonperforming TDRs
8

 
4

 
22

Total
31

 
37

 
57

 
 
 
 
 
 
Total performing TDRs
46,568

 
60,371

 
36,857

Total nonperforming TDRs
36,778

 
13,966

 
20,415

 
 
 
 
 
 
Total TDRs
$
83,346

 
$
74,337

 
$
57,272

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, 2020 for


89



single-family real estate loans and OREO acquired from TierOne Bank. Our commercial loss-sharing arrangement with the FDIC expired on June 4, 2015. The table below presents nonaccrual loans, TDRs, and OREO covered by loss-sharing arrangements; a rollforward of the allowance for loan and lease losses for loans covered by loss-sharing arrangements; a rollforward of allowance for loan and lease losses for only ASC 310-30 loans covered by loss-sharing arrangements; and a rollforward of OREO covered by loss-sharing arrangements at and for the periods presented.
 
At and for the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(dollars in thousands)
Assets covered by FDIC loss-sharing arrangements
 
 
 
 
 
 
 
 
 
Nonaccrual loans(1)
$
4,095

 
$
5,317

 
$
34,960

 
$
47,499

 
$
75,610

TDRs
255

 
425

 
5,293

 
6,145

 
1,939

OREO
106

 
61

 
10,628

 
24,412

 
44,332

Allowance for loan and lease losses, loans covered by FDIC loss-sharing arrangements
 
 
 
 
 
 
 
 
 
Balance at beginning of year
$
1,625

 
$
5,108

 
$
7,246

 
$
14,470

 
$
12,542

Additional impairment recorded
—

 
782

 
3,122

 
2,509

 
20,232

Recoupment of previously-recorded impairment
(677
)
 
(1,701
)
 
(4,482
)
 
(5,095
)
 
(6,387
)
Charge-offs
(41
)
 
—

 
(778
)
 
(4,638
)
 
(11,917
)
Recoveries
—

 
—

 
—

 
—

 
—

Expiration of loss-sharing arrangement
—

 
(2,564
)
 
—

 
—

 
—

Balance at end of year
$
907

 
$
1,625

 
$
5,108

 
$
7,246

 
$
14,470

 
 
 
 
 
 
 
 
 
 
OREO covered by FDIC loss-sharing arrangement
 
 
 
 
 
 
 
 
 
Balance at beginning of year
$
61

 
$
10,628

 
$
24,412

 
$
44,332

 
$
83,417

Additions to OREO
182

 
1,666

 
1,785

 
6,100

 
28,395

Valuation adjustments and other
(15
)
 
(2,034
)
 
(3,750
)
 
(3,754
)
 
(11,851
)
Sales
(122
)
 
(7,031
)
 
(11,819
)
 
(22,266
)
 
(55,629
)
Expiration of loss-sharing arrangement
—

 
(3,168
)
 
—

 
—

 
—

Balance at end of year
$
106

 
$
61

 
$
10,628

 
$
24,412

 
$
44,332

 
 
 
 
 
 
 
 
 
 
(1) Includes nonperforming restructured loans.

Allowance for Loan and Lease Losses
We establish an allowance for the inherent risk of probable losses within our loan portfolio. The allowance for loan and lease losses is management’s best estimate of probable credit losses that are incurred in the loan portfolio. We determine the allowance for loan and lease 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 and lease losses are made by charges to the provision for loan and lease losses. Loans deemed to be uncollectible are charged off against the allowance for loan and lease losses. Recoveries of amounts previously charged-off are credited to the allowance for loan and lease losses.
Our allowance for loan and lease losses consists of two components. For non-impaired loans graded pass or special mention, we calculate a weighted average loss ratio of 12-, 36- and 60-month historical realized losses by loan category; adjust as necessary for qualitative factors such as current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio and/or significant policy and underwriting changes that are measured for each qualitative factor by loan category using a low to high qualitative factor loss rate range; and apply the resulting loss rates to outstanding loan balances in each loan category. We calculate the weighted average ratio of 12-, 36- and 60-month historical realized losses for each loan category 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 graded substandard or worse, 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


90



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 and lease losses, and the allocation of the allowance between loan categories, each month.
The following table presents an analysis of our allowance for loan and lease losses, including provisions for loan and lease losses, charge-offs and recoveries, for the periods indicated:
 
At and for the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(dollars in thousands)
Allowance for loan and lease losses:
 
 
 
 
 
 
 
 
 
Balance at beginning of year
$
57,200

 
$
47,518

 
$
55,864

 
$
71,878

 
$
71,543

Provision charged to expense
18,011

 
19,718

 
4,456

 
13,650

 
16,300

Impairment of ASC 310-30 loans
(1,056
)
 
(677
)
 
(3,772
)
 
(2,076
)
 
13,845

Charge-offs:
 
 
 
 
 
 
 
 
 
Commercial non-real estate
(2,629
)
 
(11,153
)
 
(5,380
)
 
(3,636
)
 
(7,304
)
Agriculture
(4,294
)
 
(606
)
 
(2,429
)
 
(4,069
)
 
(49
)
Commercial real estate
(3,625
)
 
(1,971
)
 
(3,199
)
 
(19,648
)
 
(24,854
)
Residential real estate
(1,157
)
 
(238
)
 
(631
)
 
(1,766
)
 
(1,625
)
Consumer
(206
)
 
(129
)
 
(211
)
 
(244
)
 
(1,137
)
Other lending
(2,255
)
 
(1,617
)
 
(1,893
)
 
(1,851
)
 
(1,764
)
Total charge-offs
(14,166
)
 
(15,714
)
 
(13,743
)
 
(31,214
)
 
(36,733
)
 
 
 
 
 
 
 
 
 
 
Recoveries:
 
 
 
 
 
 
 
 
 
Commercial non-real estate
1,429

 
3,407

 
1,439

 
1,206

 
1,386

Agriculture
556

 
131

 
58

 
22

 
160

Commercial real estate
719

 
1,339

 
1,470

 
689

 
3,268

Residential real estate
495

 
231

 
233

 
279

 
630

Consumer
149

 
104

 
156

 
396

 
226

Other lending
1,305

 
1,143

 
1,357

 
1,034

 
1,253

Total recoveries
4,653

 
6,355

 
4,713

 
3,626

 
6,923

Net loan (charge-offs)
(9,513
)
 
(9,359
)
 
(9,030
)
 
(27,588
)
 
(29,810
)
 
 
 
 
 
 
 
 
 
 
Balance at end of year
$
64,642

 
$
57,200

 
$
47,518

 
$
55,864

 
$
71,878

 
 
 
 
 
 
 
 
 
 
Average total loans for the year(1)
$
7,850,282

 
$
7,019,151

 
$
6,506,525

 
$
6,223,009

 
$
5,549,685

 
 
 
 
 
 
 
 
 
 
Total loans at year end(1)
$
8,682,644

 
$
7,325,198

 
$
6,787,467

 
$
6,362,673

 
$
6,138,574

Ratios
 
 
 
 
 
 
 
 
 
Net charge-offs to average total loans(1)
0.12
%
 
0.13
%
 
0.14
%
 
0.44
%
 
0.54
%
Allowance for loan and lease losses to:
 
 
 
 
 
 
 
 
 
Total loans
0.74
%
 
0.78
%
 
0.70
%
 
0.88
%
 
1.17
%
Nonaccruing loans(2)
52.86
%
 
90.83
%
 
108.13
%
 
68.54
%
 
76.62
%
 
 
 
 
 
 
 
 
 
 
(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 the fiscal year 2016, we recorded net charge-offs of $9.5 million, representing 0.12% of average total loans, a 1 basis point decrease compared to 0.13% for fiscal year 2015. The charge-offs recorded during the year were not concentrated within a specific loan portfolio.


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At September 30, 2016, the allowance for loan and lease losses was 0.74% of our total loan portfolio, a 4 basis point decrease compared with 0.78% at September 30, 2015, driven mostly by the addition of loans acquired during the year in the HF Financial acquisition with no carryover of the related ALLL.
Net loan charge-offs decreased each fiscal year from 2012 and 2014 and remained relatively flat in 2015 and 2016 when compared to fiscal year 2014. We believe this trend 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.
Additionally, a portion of our loans which are carried at fair value, totaling $1.13 billion and $1.12 billion at September 30, 2016 and 2015, respectively, have no associated allowance for loan and lease losses, but rather have a fair value adjustment related to credit risk, changes in which are reflected in noninterest income, thus driving the overall ratio of allowance for loan and lease losses to total loans lower. The amount of fair value adjustment related to credit risk on these loans was $7.4 million and $5.7 million at September 30, 2016 and 2015, respectively, translating to an additional 0.09% and 0.08% of total loans at September 30, 2016 and 2015, respectively. Additionally, the Company assigned a net purchase discount of $28.5 million to the loans acquired in the HF acquisition during the third quarter of 2016, which was consistent with due diligence expectations and equated to approximately 3.2% of the gross acquired loans. Total purchase discount remaining on all acquired loans at September 30, 2016 and 2015, respectively, was 0.46% and 0.26% of total loans.
The following tables present management’s historical allocation of the allowance for loan and lease losses by loan category, in both dollars and percentage of our total allowance for loan and lease losses, to specific loans in those categories at the dates indicated:
 
September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(dollars in thousands)
Allocation of allowance for loan and lease losses:
 
 
 
 
 
 
 
 
 
Commercial non-real estate
$
12,990

 
$
15,996

 
$
10,550

 
$
11,222

 
$
18,979

Agriculture
25,115

 
13,952

 
10,655

 
9,296

 
6,906

Commercial real estate
17,946

 
18,014

 
16,884

 
22,562

 
30,234

Residential real estate
7,106

 
8,025

 
8,342

 
11,779

 
14,761

Consumer
438

 
348

 
264

 
312

 
542

Other lending
1,047

 
865

 
823

 
693

 
456

Total
$
64,642

 
$
57,200

 
$
47,518

 
$
55,864

 
$
71,878

 
September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
Allocation of allowance for loan and lease losses:
 
 
 
 
 
 
 
 
 
Commercial non-real estate
20.1
%
 
28.0
%
 
22.2
%
 
20.1
%
 
26.4
%
Agriculture
38.9
%
 
24.4
%
 
22.4
%
 
16.6
%
 
9.6
%
Commercial real estate
27.8
%
 
31.5
%
 
35.5
%
 
40.4
%
 
42.1
%
Residential real estate
11.0
%
 
14.0
%
 
17.6
%
 
21.1
%
 
20.5
%
Consumer
0.6
%
 
0.6
%
 
0.6
%
 
0.6
%
 
0.8
%
Other lending
1.6
%
 
1.5
%
 
1.7
%
 
1.2
%
 
0.6
%
Total
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%

Management will continue to evaluate the loan portfolio and assess economic conditions in order to determine future allowance levels and the amount of loan and lease loss provisions. We review the appropriateness of our allowance for loan and lease losses on a monthly basis. Management monitors closely all past due and restructured loans in assessing the appropriateness of its allowance for loan and lease 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 to our assessment of the probable risk of loss inherent in our loan portfolio. Management will make


92



additional loan and lease loss provisions when the results of its problem loan assessment methodology or overall allowance appropriateness test indicate additional provisions are required.
The allocation of the ALLL to our C&I portfolio decreased to 20.1% of the ALLL at September 30, 2016 from 28.0% of the ALLL at September 30, 2015, a decrease of $3.0 million. The decrease was due to lower loss rates applied. The allocation of the ALLL to our agriculture portfolio increased to 38.9% of the ALLL at September 30, 2016 from 24.4% at September 30, 2015, an increase of $11.2 million. The increase was primarily driven by an increase in specific reserves for the agriculture portfolio.
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 and lease losses of $17.0 million during fiscal year 2016. 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 $0.5 million and $0.4 million at September 30, 2016 and September 30, 2015, respectively.
Deposits
We obtain funds from depositors by offering consumer and business demand deposit accounts, money market accounts, NOW accounts, savings accounts and term time deposits. At September 30, 2016 and September 30, 2015, our total deposits were $8.60 billion and $7.39 billion, respectively, representing an increase of 16.5% over the year including $863.1 million of fair value deposits acquired in the HF Financial acquisition. Net growth excluding acquired deposits was $354.6 million, or 4.8%, which was driven by growth in both commercial deposits and consumer deposits, where growth in checking and savings balances outpaced the continued runoff of time deposit accounts. Our accounts are federally insured by the FDIC up to the legal maximum. We advertise in newspapers, Internet and directly contacting customers and potential customers to attract deposits. We have significantly shifted the composition of our deposit portfolio away from time deposits toward demand, NOW, money market and savings accounts over the last 48 months. This has 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:
 
September 30,
 
2016
 
2015
 
2014
 
Amount
 
Weighted Avg. Cost
 
Amount
 
Weighted Avg. Cost
 
Amount
 
Weighted Avg. Cost
 
(dollars in thousands)
Non-interest-bearing demand
$
1,880,512

 
—
%
 
$
1,368,453

 
—
%
 
$
1,303,015

 
—
%
NOW accounts, money market and savings
5,343,183

 
0.36
%
 
4,638,446

 
0.27
%
 
4,005,471

 
0.24
%
Time certificates, $250,000 or more
265,904

 
0.99
%
 
217,016

 
0.89
%
 
306,745

 
0.89
%
Other time certificates
1,115,191

 
0.65
%
 
1,163,150

 
0.68
%
 
1,436,949

 
0.89
%
Total
$
8,604,790

 
0.34
%
 
$
7,387,065

 
0.30
%
 
$
7,052,180

 
0.36
%
Municipal public deposits constituted $874.5 million and $815.9 million of our deposit portfolio at September 30, 2016, and September 30, 2015, respectively, of which $492.7 million and $519.2 million, respectively, were required to be collateralized. Our top 10 depositors were responsible for 7.9% and 10.5% of our total deposits at September 30, 2016 and September 30, 2015, respectively.


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The following table presents deposits by region:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Nebraska
$
2,297,599

 
$
2,334,172

 
$
2,366,196

Iowa / Kansas / Missouri
2,531,781

 
2,305,489

 
2,096,212

South Dakota
2,258,707

 
1,529,483

 
1,431,737

Arizona / Colorado
1,331,127

 
1,141,950

 
1,105,535

North Dakota / Minnesota
101,421

 
—

 
—

Corporate and other
84,155

 
75,971

 
52,500

Total deposits
$
8,604,790

 
$
7,387,065

 
$
7,052,180

We fund a portion of our assets with time deposits that have balances of $250,000 or more and that have maturities generally in excess of six months. At September 30, 2016 and September 30, 2015, our time deposits of $250,000 or more totaled $265.9 million and $217.0 million, respectively. The following table presents the maturities of our time deposits of $250,000 or more and less than $250,000 in size at September 30, 2016:
 
Greater than or equal to $250,000
 
Less than $250,000
 
(dollars in thousands)
Remaining maturity:
 
 
 
Three months or less
$
64,076

 
$
217,524

Over three through six months
47,861

 
220,098

Over six through twelve months
55,230

 
292,362

Over twelve months
98,737

 
385,207

Total
$
265,904

 
$
1,115,191

Percent of total deposits
3.1
%
 
13.0
%
At September 30, 2016 and September 30, 2015, the average remaining maturity of all time deposits was approximately 14 months. The average time deposit amount per account was approximately $27,237 and $26,767 at September 30, 2016 and September 30, 2015, respectively.
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 certain of these loans by entering into equal and offsetting fixed-to-floating interest rate swap agreements for these loans with swap counterparties. We have elected to account for the loans at fair value under ASC 825 Fair Value Option. Changes in the fair value of these loans are recorded in earnings as a component of noninterest 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, both realized and unrealized, are recorded in earnings as a component of noninterest income. 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 noninterest 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 unrealized charges to or reductions in noninterest income for the related interest rate swap. Any changes in the fair value of the loans related to credit quality and the current realized gain (loss) on derivatives are not offsetting amounts within noninterest income. 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 customer.


94



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 and for the periods noted:
 
At and for the fiscal year ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Short-term borrowings:
 
 
 
 
 
Securities sold under agreements to repurchase
$
141,688

 
$
182,399

 
$
157,980

Related party notes payable
—

 
—

 
5,500

FHLB advances
231,000

 
—

 
—

Other short-term borrowings
—

 
—

 
94

Total short-term borrowings
$
372,688

 
$
182,399

 
$
163,574

 
 
 
 
 
 
Maximum amount outstanding at any month-end during the year
$
549,227

 
$
229,429

 
$
264,345

Average amount outstanding during the year
$
272,344

 
$
182,202

 
$
205,483

Weighted average rate for the year
0.37
%
 
0.38
%
 
0.42
%
Weighted average rate as of date indicated
0.46
%
 
0.25
%
 
0.37
%
The increase in FHLB advances of $0.2 million was driven by loan growth outpacing deposit growth in fiscal year 2016.
Until July 31, 2015, Great Western had a $10.0 million revolving line of credit issued by NAB that was due on demand. We incurred an immaterial amount of interest expense related to this facility during fiscal year 2015. On July 31, 2015, we repaid our outstanding advances from NAB in full using available cash. On that same day, we entered into an agreement with a large retail bank for a $10.0 million revolving line of credit, due July 28, 2017, at an interest rate of one month LIBOR plus 200 basis points. At September 30, 2016, we did not have any advances on the line of credit.
Other Borrowings
We have outstanding $80.9 million and $56.1 million, respectively, of junior subordinated debentures to affiliated trusts in connection with the issuance of trust preferred securities by such trusts as of September 30, 2016 and September 30, 2015. We are permitted under applicable laws and regulations to count these trust preferred securities as part of our Tier 1 capital. The increase of $24.8 million in fiscal year 2016 was due to the junior subordinated debentures acquired in the HF Financial acquisition.
Until July 31, 2015, Great Western also had 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. On July 31, 2015, we repaid our obligations to NAB in full using a combination of available cash and proceeds of a $35.0 million private placement of subordinated debt.
In 2015, we issued $35.0 million of fixed-to-floating rate subordinated notes that mature on August 15, 2025 through a private placement. The notes, which qualify as Tier 2 capital under capital rules in effect at September 30, 2016, have an interest rate of 4.875% per annum, payable semi-annually on each February15 and August 15, commencing on February 15, 2016 until August 15, 2020. During the fiscal year 2016, we incurred $3.7 million in interest expense related to subordinated debentures and subordinated notes payable and related notes payable compared to $2.3 million in fiscal year 2015, which related to different lower-priced notes with the same par value and the increase in subordinated debt acquired in the HF Financial acquisition.


95



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, 2016. Customer deposit obligations categorized as “not determined” include noninterest-bearing demand accounts, NOW accounts, money market and savings accounts.
 
Less Than 1 Year
 
1 to 2 Years
 
2 to 5 Years
 
>5 Years
 
Not Determined
 
Total
 
(dollars in thousands)
Contractual Obligations:
 
 
 
 
 
 
 
 
 
 
 
Customer deposits
$
871,263

 
$
238,227

 
$
243,974

 
$
1,743

 
$
7,249,583

 
$
8,604,790

Securities sold under agreement to repurchase
141,688

 
—

 
—

 
—

 
—

 
141,688

FHLB advances and other borrowings
260,000

 
31,000

 
70,000

 
510,000

 
—

 
871,000

Subordinated notes payable
—

 
—

 
—

 
80,920

 
—

 
80,920

Subordinated debentures
—

 
—

 
—

 
35,000

 
—

 
35,000

Operating leases, net of sublease income
5,103

 
4,608

 
9,200

 
6,978

 
—

 
25,889

Accrued interest payable
4,074

 
—

 
—

 
—

 
—

 
4,074

Interest on FHLB advances
4,476

 
4,211

 
12,036

 
5,817

 
—

 
26,540

Interest on subordinated notes payable
2,439

 
2,439

 
7,318

 
32,335

 
—

 
44,531

Interest on subordinated debentures
1,706

 
1,706

 
5,119

 
6,612

 
—

 
15,143

Other Commitments:
 
 
 
 
 
 
 
 
 
 
 
Commitments to extend credit—non-credit card
$
1,177,423

 
$
223,898

 
$
369,206

 
$
199,835

 
$
—

 
$
1,970,362

Commitments to extend credit—credit card
187,679

 
—

 
—

 
—

 
—

 
187,679

Letters of credit
61,802

 
—

 
—

 
—

 
—

 
61,802

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:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Commitments to extend credit
$
2,158,041

 
$
2,156,243

 
$
1,939,544

Letters of credit
61,802

 
52,571

 
54,381

Total
$
2,219,843

 
$
2,208,814

 
$
1,993,925

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


96



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 Bancorp, Inc. Great Western Bancorp, Inc.'s ("GWBI") 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. We also use cash, as necessary, to satisfy the needs of our bank through equity contributions and for acquisitions. At September 30, 2016, GWBI had $6.5 million of cash. During the first quarter of fiscal year 2017, we declared a dividend of $0.17 per share payable in November 2016. The outstanding amounts under our revolving line of credit with a large retail bank and our private placement subordinated capital notes together totaled $35.0 million at September 30, 2016. Our management believes that the sources of available liquidity are adequate to meet all reasonably foreseeable short-term and intermediate-term demands. We may consider raising additional capital in public or private offerings of debt or equity securities.
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, 2016, our bank had cash of $524.6 million and $1.32 billion of highly-liquid securities held in our investment portfolio, of which $975.4 million were pledged as collateral on public deposits, securities sold under agreements to repurchase, interest rate swaps and for other purposes as required or permitted by law. The balance could be sold to meet liquidity requirements. Our bank also had $871.0 million in FHLB borrowings at September 30, 2016, with additional available lines of $1.09 billion. 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, 2016, we had a total of $2.22 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 III framework, as implemented by the federal bank regulators.
The following table presents our regulatory capital ratios at September 30, 2016 and the standards for both well-capitalized depository institutions and minimum capital requirements. Our capital ratios exceeded applicable regulatory requirements.
 
Actual
 
 
 
 
 
Capital Amount
 
Ratio
 
Minimum Capital Requirement Ratio
 
Well Capitalized Ratio
 
(dollars in thousands)
Great Western Bancorp, Inc.
 
 
 
 
 
 
 
Tier 1 capital
$
1,001,873

 
11.1
%
 
6.0
%
 
8.0
%
Total capital
1,101,997

 
12.2
%
 
8.0
%
 
10.0
%
Tier 1 leverage
1,001,873

 
9.5
%
 
4.0
%
 
5.0
%
Common equity Tier 1
924,718

 
10.2
%
 
5.125
%
 
6.5
%
Risk-weighted assets
$
9,062,343

 
 
 
 
 
 
 
 
 
 
 
 
 
 


97



 
Actual
 
 
 
 
 
Capital Amount
 
Ratio
 
Minimum Capital Requirement Ratio
 
Well Capitalized Ratio
 
(dollars in thousands)
Great Western Bank
 
 
 
 
 
 
 
Tier 1 capital
$
1,023,386

 
11.3
%
 
6.0
%
 
8.0
%
Total capital
1,088,511

 
12.0
%
 
8.0
%
 
10.0
%
Tier 1 leverage
1,023,386

 
9.7
%
 
4.0
%
 
5.0
%
Common equity Tier 1
1,023,386

 
11.3
%
 
5.125
%
 
6.5
%
Risk-weighted assets
$
9,060,833

 
 
 
 
 
 
At September 30, 2016 and September 30, 2015, our Tier 1 capital included an aggregate of $77.2 million and $56.1 million, respectively, of trust preferred securities issued by our subsidiaries. At September 30, 2016, our Tier 2 capital included $64.6 million of the allowance for loan and lease losses and $35.0 million of subordinated capital notes. At September 30, 2015, our Tier 2 capital included $57.2 million of the allowance for loan and lease losses and $35.0 million of subordinated capital notes. Our total risk-weighted assets were $9.06 billion at September 30, 2016.
In July 2013, the federal bank regulators approved capital rules implementing the Basel III capital framework and various provisions of the Dodd-Frank Act (the "New Capital Rules"). Effective January 1, 2015, we and our bank adopted these rules, subject to the phase-in of certain provisions. In addition to other changes, the New Capital Rules established a new common equity Tier 1 capital ratio. See also “Item 1. Business—Regulatory Capital Requirements.”
Non-GAAP Financial Measures
We rely on certain non-GAAP measures in making financial and operational decisions about our business which adjusts for certain items that we do not consider reflective of our business performance. We believe that each of the non-GAAP measures presented is helpful in highlighting trends in our business, financial condition and results of operations which might not otherwise be apparent when relying solely on our financial results calculated in accordance with U.S. generally accepted accounting principles, or GAAP.
In particular, we evaluate our profitability and performance based on our adjusted net income, adjusted earnings per share, cash net income and return on average tangible common equity. Our adjusted net income and adjusted earnings per share exclude the after-tax effect of items with a significant impact to net income that we do not believe to be recurring in nature, e.g., one-time acquisition expenses. Our cash net income and return on tangible common equity exclude the effects of amortization expense relating to intangible assets and related tax effects from the acquisition of us by NAB and our acquisitions of other institutions. We believe these measures help highlight trends associated with our financial condition and results of operations by providing net income and return information excluding significant nonrecurring items (for adjusted net income and adjusted earnings per share) and based on our cash payments and receipts during the period (for cash net income and return on average tangible common equity).
We also evaluate our profitability and performance based on our adjusted net interest income, adjusted net interest margin, adjusted interest income on non ASC 310-30 loans and adjusted yield on non ASC 310-30 loans. We adjust each of these four measures to include the current realized gain (loss) of derivatives we use to manage interest rate risk on certain of our loans, which we believe economically offsets the interest income earned on the loans. Similarly, we evaluate our operational efficiency based on our efficiency ratio, which excludes the effect of amortization of core deposit and other intangibles (a non-cash expense item) and includes the tax benefit associated with our tax-advantaged loans.
We evaluate our financial condition based on the ratio of our tangible common equity to our tangible assets and the ratio of our tangible common equity to common shares outstanding. Our calculations of these ratios exclude the effect of 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. We also believe the ratio of our tangible common equity to common shares outstanding is helpful in understanding our stockholders’ relative ownership position as we undertake various actions to issue and retire common shares outstanding.


98



For reconciliations for each of these non-GAAP financial measures to the closest GAAP financial measures, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations" and "Item 6. Selected Financial Data—Non-GAAP Quarterly Financial Measures Reconciliations”. Each of the non-GAAP measures presented should be considered in context with our GAAP financial results included in this filing.
Impact of Inflation and Changing Prices
Our financial statements included in this report 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
See "Note 1- Nature of Operations and Summary of Significant Accounting Policies" in the accompanying "Notes to Consolidated Financial Statements" included in this report for a discussion of new accounting pronouncements and their expected impact on our financial statements.
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 consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated 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 and lease losses, credit risks, estimated loan lives, interest rate risk, investments, goodwill and other 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 and those differences could have a material impact on our financial condition or results of operations.
We have identified the following accounting policies as critical: the allowance for loan and lease losses, valuation of assets acquired and liabilities assumed in business combination, goodwill, core deposits and other intangibles, derivatives, and income taxes.
Allowance for Loan and Lease Losses
We maintain an allowance for loan and lease losses at a level management believes is appropriate to reserve for credit losses inherent in our loan portfolio. The allowance for loan and lease 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.
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.
The allowance for loan and lease 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”).


99



The specific reserve relates to impaired loans. A loan is impaired when, based on current information and events, it is probable 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. 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 for qualitative factors such as current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio, and/or significant policy and underwriting changes. Further discussion of the methodology used in establishing the allowance for loan and lease losses is provided in the Allowance for Loan and Lease Losses section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Note 1. Nature of Operations and Summary of Significant Accounting Policies."
Valuation of Assets Acquired and Liabilities Assumed in Business Combinations
We account for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations” (“ASC 805”). We recognize 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 and lease losses on our 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.
Fair values are subject to refinement for up to a year after the closing date of an acquisition as information relative to closing date fair values becomes available. Adjustments recorded to the acquired assets and liabilities are applied prospectively in accordance with ASU 2015-16. Any change in the acquisition date fair value of assets acquired and liabilities assumed may materially affect our financial position, results of operations and liquidity.
Goodwill Impairment
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. We perform our 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. The evaluation of possible goodwill impairment involves significant judgment based on short-term and long-term projections of future performance.
We performed our goodwill impairment assessment on the basis of one reporting unit. A quantitative analysis using three methods; market multiple, comparable transaction, and discounted cash flow were applied in the assessment. The average of the values calculated under the three methods determined a range of equity value. For the discounted cash flow method, the income growth was projected for the reporting unit over three years and a terminal value was computed. Assumptions used in the discounted cash flow method were based on growth rates, volatility, discount rate and the equity risk premium inherent in our current stock prices. These assumptions are considered significant unobservable inputs and represent our best estimate of assumptions that market participants would use to determine fair value of our reporting unit.
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 charter. Customer relationships intangible represents the identifiable intangible value assigned


100



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:
 
Method
 
Years
Core deposit
Straight-line or effective yield
 
5 - 10
Brand intangible
Straight-line
 
15
Customer relationships
Straight-line
 
8.5
Other intangibles
Straight-line
 
1.25 - 9.33
Intangible assets are evaluated for impairment if indicators of impairment are identified.
Derivatives
We maintain an overall interest rate risk management strategy that permits the use of derivative instruments to modify exposure to interest rate risk. We enter 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. Generally, under these swaps, we agree with various swap counterparties to exchange the difference between fixed-rate and floating-rate interest amounts based upon notional principal amounts. We also enter into back to back swaps where we enter into an interest rate swap with loan customers to provide a facility to mitigate the interest rate risk associated with offering a fixed rate and simultaneously enters into a swap with an outside third party that is matched in exact offsetting terms. These contracts do not qualify for hedge accounting. 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 net realized and unrealized gain (loss) on derivatives. Since each fixed rate loan is paired with an offsetting derivative contract, the impact to net income is minimized.

We enter 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. We also have 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 noninterest income.
Income Taxes
We were required to file a consolidated income tax return with National Americas Investment, Inc. ("NAI") (a wholly owned indirect subsidiary of NAB) until NAI's dissolution on October 17, 2014. Income taxes are allocated pursuant to a tax-sharing arrangement, whereby we 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. 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.
Tax benefits 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.


101



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. Further discussion is provided in "Note 19. Income Taxes" in the consolidated financial statements.
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 money market accounts) 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, 2016, we had a notional amount of $1.06 billion 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.
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


102



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.
Potential changes to our adjusted net interest income (i.e., GAAP net interest income plus current realized gain or loss on derivatives) in hypothetical rising and declining rate scenarios calculated as of September 30, 2016 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 Annualized Adjusted Net Interest Income for the Year Ended September 30, 2016
Change in Market Interest Rates as of September 30, 2016
Year Ending September 30, 2017
 
Year Ending September 30, 2018
Immediate Shifts
 
 
 
+400 basis points
11.70
 %
 
17.63
 %
+300 basis points
8.79
 %
 
13.33
 %
+200 basis points
5.84
 %
 
8.93
 %
+100 basis points
2.90
 %
 
4.49
 %
-100 basis points
(1.47
)%
 
(3.28
)%
 
 
 
 
Gradual Shifts
 
 
 
+400 basis points
2.91
 %
 
 
+300 basis points
2.22
 %
 
 
+200 basis points
1.53
 %
 
 
+100 basis points
0.85
 %
 
 
-100 basis points
(0.35
)%
 
 
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.
For more information on our adjusted net interest income, see "—Non-GAAP Financial Measures" and for a reconciliation to the most directly comparable GAAP financial measure, see "Item 6. Selected Financial Data—Non-GAAP Financial Measures Reconciliations".


103



ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Great Western Bancorp, Inc.
We have audited the accompanying consolidated balance sheets of Great Western Bancorp, Inc. (the "Company") as of September 30, 2016 and 2015, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2016. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2016, in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Great Western Bancorp, Inc.'s internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 29, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Minneapolis, Minnesota
November 29, 2016



GREAT WESTERN BANCORP, INC.
Consolidated Balance Sheets
(Dollars In Thousands, Except Share and Per Share Data)
 
September 30,
 
September 30,
 
2016
 
2015
 
(dollars in thousands, except share and per share data)
Assets
 
 
 
Cash and due from banks
$
142,152

 
$
119,876

Interest bearing bank deposits
382,459

 
117,894

Cash and cash equivalents
524,611

 
237,770

Securities available for sale
1,317,386

 
1,327,327

Loans, net of unearned discounts and deferred fees, including $73,272 and $97,030 of loans covered by FDIC loss share agreements at September 30, 2016 and 2015, respectively, and $1,131,111 and $1,118,687 of loans and written loan commitments at fair value under the fair value option at September 30, 2016 and 2015, respectively, and $12,918 and $9,867 of loans held for sale at September 30, 2016 and 2015, respectively
8,682,644

 
7,325,198

Allowance for loan and lease losses
(64,642
)
 
(57,200
)
    Net loans
8,618,002

 
7,267,998

Premises and equipment, including $8,112 and $0 of property held for sale at September 30, 2016 and September 30, 2015, respectively
118,506

 
97,550

Accrued interest receivable
49,531

 
44,077

Other repossessed property, including $106 and $61 of property covered by FDIC loss share arrangements at September 30, 2016 and 2015, respectively
10,282

 
15,892

FDIC indemnification asset
10,777

 
14,722

Goodwill
739,023

 
697,807

Core deposits and other intangibles
11,732

 
7,119

Loan servicing rights
5,781

 
—

Cash surrender value of life insurance policies
29,166

 
6,800

Net deferred tax assets
38,346

 
32,470

Other assets
58,037

 
49,122

    Total assets
$
11,531,180

 
$
9,798,654

Liabilities and stockholders’ equity
 
 
 
Deposits
 
 
 
Noninterest-bearing
$
1,880,512

 
$
1,368,453

Interest-bearing
6,724,278

 
6,018,612

Total deposits
8,604,790

 
7,387,065

Securities sold under agreements to repurchase
141,688

 
185,271

FHLB advances and other borrowings
871,037

 
581,000

Subordinated debentures and subordinated notes payable
111,873

 
90,727

Fair value of derivatives
81,515

 
53,613

Accrued interest payable
4,074

 
4,006

Accrued expenses and other liabilities
52,812

 
37,626

Total liabilities
9,867,789

 
8,339,308

Stockholders’ equity
 
 
 
Common stock, $0.01 par value, authorized 500,000,000 shares; 58,693,304 shares issued and outstanding at September 30, 2016 and 55,219,596 shares issued and outstanding at September 30, 2015
587

 
552

Additional paid-in capital
1,312,347

 
1,201,387

Retained earnings
344,923

 
255,089

Accumulated other comprehensive income
5,534

 
2,318

Total stockholders’ equity
1,663,391

 
1,459,346

Total liabilities and stockholders’ equity
$
11,531,180

 
$
9,798,654

See accompanying notes.


105



GREAT WESTERN BANCORP, INC.
Consolidated Statements of Comprehensive Income
(Dollars In Thousands, Except Share and Per Share Data)
 
Years Ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands, except share and per share data)
Interest and dividend income
 
 
 
 
 
Loans
$
370,444

 
$
338,458

 
$
324,610

Taxable securities
23,249

 
22,973

 
26,363

Nontaxable securities
230

 
51

 
80

Dividends on securities
1,201

 
1,247

 
968

Federal funds sold and other
574

 
652

 
455

Total interest and dividend income
395,698

 
363,381

 
352,476

 
 
 
 
 
 
Interest expense
 
 
 
 
 
Deposits
25,114

 
23,362

 
25,764

Securities sold under agreements to repurchase
519

 
563

 
600

FHLB advances and other borrowings
4,154

 
3,631

 
3,452

Related party notes payable
—

 
771

 
921

Subordinated debentures and subordinated notes payable
3,737

 
1,557

 
1,315

Total interest expense
33,524

 
29,884

 
32,052

 
 
 
 
 
 
Net interest income
362,174

 
333,497

 
320,424

 
 
 
 
 
 
Provision for loan and lease losses
16,955

 
19,041

 
684

 
 
 
 
 
 
Net interest income after provision for loan and lease losses
345,219

 
314,456

 
319,740

 
 
 
 
 
 
Noninterest income
 
 
 
 
 
Service charges and other fees
46,209

 
39,134

 
40,204

Wealth management fees
7,283

 
7,412

 
7,228

Mortgage banking income, net
7,261

 
6,694

 
5,539

Net gain on sale of securities
160

 
310

 
90

Net increase in fair value of loans at fair value
26,314

 
36,742

 
11,904

Net realized and unrealized (loss) on derivatives
(48,658
)
 
(62,088
)
 
(30,177
)
Other
3,968

 
5,686

 
4,993

Total noninterest income
42,537

 
33,890

 
39,781

 
 
 
 
 
 
Noninterest expense
 
 
 
 
 
Salaries and employee benefits
109,055

 
100,646

 
95,105

Data processing
21,719

 
19,531

 
19,548

Occupancy expenses
15,759

 
14,809

 
17,526

Professional fees
13,572

 
14,024

 
12,233

Communication expenses
3,721

 
4,455

 
4,510

Advertising
4,267

 
3,940

 
4,746

Equipment expense
3,795

 
3,905

 
4,350

Net loss recognized on repossessed property and other related expenses
1,263

 
5,382

 
8,644

Amortization of core deposits and other intangibles
3,264

 
7,110

 
16,215

Acquisition expenses
15,692

 
—

 
—

Other
15,533

 
12,992

 
17,345

Total noninterest expense
207,640

 
186,794

 
200,222

Income before income taxes
180,116

 
161,552

 
159,299

Provision for income taxes
58,863

 
52,487

 
54,347

Net income
$
121,253

 
$
109,065

 
$
104,952

 
 
 
 
 
 
Other comprehensive income - change in net unrealized gain on securities available-for-sale (net of deferred income tax (expense) of $(1,971), $(5,194) and $(386) in 2016, 2015 and 2014, respectively)
3,216

 
8,475

 
924

Comprehensive income
$
124,469

 
$
117,540

 
$
105,876

 
 
 
 
 
 
Basic earnings per common share
 
 
 
 
 
Weighted average shares outstanding
56,563,438

 
57,455,693

 
57,886,114

Basic earnings per share
$
2.14

 
$
1.90

 
$
1.81

 
 
 
 
 
 
Diluted earnings per common share
 
 
 
 
 
Weighted average shares outstanding
56,729,350

 
57,500,878

 
57,886,114

Diluted earnings per share
$
2.14

 
$
1.90

 
$
1.81

 
 
 
 
 
 
Dividends per share
 
 
 
 
 
Dividends paid
31,419

 
$
20,520

 
$
102,000

Dividends per share
$
0.56

 
$
0.36

 
$
1.76

See accompanying notes.


106



GREAT WESTERN BANCORP, INC.
Consolidated Statements of Stockholders' Equity
(Dollars In Thousands, Except Share and Per Share Data)

 
Comprehensive
Income
 
Common
Stock
Par Value
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive Income / (Loss)
 
Total
 
(dollars in thousands, except share and per share data)
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 (loss) on securities available for sale
924

 
—

 
—

 
—

 
924

 
924

Comprehensive income
$
105,876

 
 
 
 
 
 
 
 
 
 
Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
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

Net income
$
109,065

 
—

 
—

 
109,065

 
—

 
109,065

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Net change in net unrealized gain on securities available for sale
8,475

 
—

 
—

 
—

 
8,475

 
8,475

Comprehensive income
$
117,540

 
 
 
 
 
 
 
 
 
 
Stock-based compensation, net of tax
 
 
—

 
1,236

 
—

 
—

 
1,236

Common stock repurchased
 
 
(27
)
 
(59,973
)
 
—

 
—

 
(60,000
)
Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.36 per
share
 
 
—

 
—

 
(20,520
)
 
—

 
(20,520
)
Balance, September 30, 2015
 
 
$
552

 
$
1,201,387

 
$
255,089

 
$
2,318

 
$
1,459,346

Net income
$
121,253

 
—

 
—

 
121,253

 
—

 
121,253

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Net change in net unrealized gain on securities available for sale
3,216

 
—

 
—

 
—

 
3,216

 
3,216

Comprehensive income
$
124,469

 
 
 
 
 
 
 
 
 
 
Stock-based compensation, net of tax
 
 
—

 
3,517

 
—

 
—

 
3,517

Common stock issued in business acquisition
 
 
35

 
107,443

 
—

 
—

 
107,478

Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.56 per
share
 
 
—

 
—

 
(31,419
)
 
—

 
(31,419
)
Balance, September 30, 2016
 
 
$
587

 
$
1,312,347

 
$
344,923

 
$
5,534

 
$
1,663,391

See accompanying notes.


107



GREAT WESTERN BANCORP, INC.
Consolidated Statements of Cash Flows
(Dollars In Thousands)
 
Years Ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Operating activities
 
 
 
 
 
Net income
$
121,253

 
$
109,065

 
$
104,952

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
16,259

 
20,984

 
33,696

Amortization of FDIC indemnification asset
3,836

 
7,552

 
14,604

Net gain on sale of securities
(160
)
 
(310
)
 
(90
)
Net gain on sale of loans
(8,053
)
 
(6,694
)
 
(5,539
)
Net (gain) loss on FDIC indemnification asset
1,069

 
2,277

 
(4,506
)
Net (gain) loss on sale of premises and equipment
1,974

 
(1,983
)
 
3,280

Net loss from sale/writedowns of repossessed property
1,263

 
5,382

 
8,644

Provision for loan and lease losses
16,955

 
19,041

 
684

Provision for loan servicing rights loss
13

 
—

 
—

Stock-based compensation
3,517

 
1,236

 
—

Originations of residential real estate loans held-for-sale
(294,221
)
 
(281,098
)
 
(216,361
)
Proceeds from sales of residential real estate loans held-for-sale
299,223

 
288,306

 
219,790

Net deferred income taxes
(1,563
)
 
7,040

 
(12,463
)
Changes in:
 
 
 
 
 
Accrued interest receivable
(1,337
)
 
(1,468
)
 
(1,544
)
Other assets
6,222

 
(1,814
)
 
(1,721
)
FDIC clawback liability
1,061

 
917

 
1,153

Accrued interest payable and other liabilities
19,017

 
30,330

 
(441
)
Net cash provided by operating activities
186,328

 
198,763

 
144,138

Investing activities
 
 
 
 
 
Purchase of securities available for sale
(278,291
)
 
(353,249
)
 
(222,711
)
Proceeds from sales of securities available for sale
145,934

 
105,190

 
47,309

Proceeds from maturities of securities available for sale
306,514

 
269,284

 
307,090

Net increase in loans
(503,394
)
 
(553,976
)
 
(464,143
)
(Payment) reimbursement of covered losses from FDIC indemnification claims
(960
)
 
2,127

 
8,914

Purchase of premises and equipment
(15,456
)
 
(3,895
)
 
(4,978
)
Proceeds from sale of premises and equipment
741

 
3,576

 
2,736

Proceeds from sale of repossessed property
12,173

 
35,942

 
32,700

Purchase of FHLB stock
(48,295
)
 
(50,335
)
 
(16,890
)
Proceeds from redemption of FHLB stock
43,045

 
50,512

 
9,733

Business acquisitions, net of cash acquired
(15,669
)
 
—

 
—

Net cash used in investing activities
(353,658
)
 
(494,824
)
 
(300,240
)
Financing activities
 
 
 
 
 
Net increase in deposits
355,001

 
334,885

 
103,972

Net (decrease) increase in securities sold under agreements to repurchase
(149,238
)
 
23,584

 
(55,875
)
Net increase in FHLB advances and other borrowings
279,827

 
5,906

 
184,487

Proceeds from issuance of subordinated notes payable, net
—

 
34,632

 
—

Payment of related party notes payable
—

 
(41,295
)
 
—

Common stock repurchased
—

 
(60,000
)
 
—

Dividends paid
(31,419
)
 
(20,520
)
 
(102,000
)
Net cash provided by financing activities
454,171

 
277,192

 
130,584

Net increase (decrease) in cash and cash equivalents
286,841

 
(18,869
)
 
(25,518
)
Cash and cash equivalents, beginning of year
237,770

 
256,639

 
282,157

Cash and cash equivalents, end of year
$
524,611

 
$
237,770

 
$
256,639

Supplemental disclosures of cash flows information
 
 
 
 
 
Cash payments for interest
$
33,456

 
$
31,150

 
$
33,570

Cash payments for income taxes
$
54,570

 
$
52,319

 
$
75,695

Supplemental schedules of noncash investing and financing activities
 
 
 
 
 
Loans transferred to repossessed assets
$
(4,331
)
 
$
(7,636
)
 
$
(33,502
)
Repossessed property transferred to premises and equipment
$
(840
)
 
$
—

 
$
—

See accompanying notes.


108



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 and is listed on the New York Stock Exchange ("NYSE") under the symbol GWB. 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, Minnesota, Missouri, Nebraska, North Dakota 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.
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.
Basis of Presentation and Principles of Consolidation
The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States (“U.S. GAAP”), SEC rules and interpretive releases and prevailing practices within the banking industry. All significant income and expenses are recorded on the accrual basis. 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.
The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under U.S. GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interest. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company’s wholly owned subsidiaries Great Western Statutory Trust IV, GWB Capital Trust VI, Sunstate Bancshares Trust II, HF Financial Capital Trust III, HF Financial Capital Trust IV, HF Financial Capital Trust V and HF Financial Capital Trust VI are VIEs for which the Company is not the primary beneficiary. Accordingly, the accounts of these trusts are not included in the Company’s consolidated financial statements.
Certain previously reported amounts have been reclassified to conform to the current presentation.
Use of Estimates
U. S. GAAP requires management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.


109



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Subsequent Events
On October 26, 2016, the Board of Directors of the Company approved a stock repurchase program. Under this program, the Company may repurchase up to $100 million of its common stock, from time to time. The repurchase program permits shares to be repurchased in open market, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
On October 27, 2016, the Board of Directors of the Company declared a dividend of $0.17 per common share payable on November 23, 2016 to stockholders of record as of close of business on November 11, 2016.
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 and lease 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 Cash Equivalents
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 stockholders’ 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.
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


110



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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 accumulated other comprehensive income (loss).
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.
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. FHLB stock is included in other assets on the consolidated balance sheets.
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 and lease 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, which is generally at 90 days past due. 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 noninterest income.
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, Minnesota, Missouri, Nebraska, North Dakota 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


111



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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 are carried at cost and 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 analysis. 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 and lease 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 and lease losses. Subsequent increases in cash flow over those expected at the acquisition date are recognized as reductions to allowance for loan and lease 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 and the unpaid principal balance of the loan at acquisition date is amortized or accreted to interest income using the effective interest method over the remaining period to contractual maturity.
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 documented with respect to the borrower’s business, purpose of the loan, evaluation of the repayment sources, 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 and lease 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


112



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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 and lease 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 and lease 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 and lease 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 sources, 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 and lease 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 generally secured by business assets and guaranteed by owners; cashflows are most often our primary source of repayment. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan and lease 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 sources, 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 and lease losses.
The agriculture lending class includes loans made to agricultural individuals and businesses. Loans in this class are generally secured by operating assets and guaranteed by owners; cashflows are most often our primary source of repayment. Historical loss history and updated loan-to-value information on collateral-dependent loans are the primary factors in determining the allowance for loan and lease 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 sources, 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 and lease 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 and lease 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 and overall credit history. These risk characteristics, among others, are reflected in the environmental factors considered in determining the allowance for loan and lease losses.
The Company assigns all non-consumer loans a credit quality risk rating. 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 debt at risk. Doubtful loans are those where a well-defined weakness has been identified and a loss of contractual debt is probable. Substandard and doubtful loans are 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.
Troubled Debt Restructurings (“TDRs”)
Loans modified under troubled debt restructurings involve granting a concession to a borrower who is experiencing financial difficulty. 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, which generally would not otherwise be considered. Our TDRs include performing and nonperforming TDRs, which consist of loans that continue to accrue interest at the loan's original interest rate as we


113



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

expect to collect the remaining principal and interest on the loan, and nonaccrual TDRs, which include loans that are in a nonaccrual status and are no longer accruing interest, as we do not expect to collect the full amount of principal and interest owed from the borrower on these loans. At the time of modification (except for loans on nonaccrual status), a TDR is classified as nonperforming TDR until a six-month payment history of principal and interest payments, in accordance with the terms of the loan modification, is sustained, at which time we move the loan to a performing status (performing TDR). If we do not expect to collect all principal and interest on the loan, the modified loan is classified as a nonaccrual TDR. All TDRs are accounted for as impaired loans and are included in our analysis of the allowance for loan and lease losses. A TDR that has been renewed for a borrower who is no longer experiencing financial difficulty and which yields a market rate of interest at the time of a renewal is no longer considered a TDR.
Allowance for Loan and Lease Losses (“ALLL”) and Unfunded Commitments
The Company maintains an allowance for loan and lease losses at a level management believes is appropriate to reserve for credit losses inherent in our loan portfolio. The allowance for loan and lease 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 and lease losses are made by charges to the provision for loan and lease losses, which is reflected in the consolidated statements of comprehensive income. Past due status is monitored as an indicator of credit deterioration. Loans that are 90 days or more past due are put on nonaccrual status unless the loan is well secured and in the process of collection. Loans deemed to be uncollectible are charged off against the allowance for loan and lease losses. Recoveries of amounts previously charged-off are credited to the allowance for loan and lease losses.
The allowance for loan and lease 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. 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 for qualitative factors such as current economic conditions and current portfolio trends including credit quality, concentrations, aging of the portfolio, and/or significant policy and underwriting changes.
The Company maintains an ALLL for acquired impaired loans accounted for under ASC 310-30, resulting from decreases in expected cash flows arising from the periodic revaluation of these loans. Any decrease in expected cash flows in the individual loan pool is generally recognized in the current provision for loan and lease losses. Any increase in expected cash flows is generally not recognized immediately but is instead reflected as an adjustment to the related loan or pool's yield on a prospective basis once any previously recorded provision for loan and lease loss has been recognized.


114



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

For acquired nonimpaired loans accounted for under ASC 310-20, the Company utilizes methods to estimate the required allowance for loan and lease losses similar to originated loans; the required reserve is compared to the net carrying value of each acquired nonimpaired loan (by class) to determine if a provision is required.
Unfunded residential mortgage loan commitments entered into in connection with mortgage loans to be held for sale are considered derivatives and are recorded at fair value and included in other liabilities 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.
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 with the claim period ending June 2020 and one covering commercial loans and other assets, in which the claim period ended in June 2015. 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 transferable 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 and lease 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.


115



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Other Repossessed Property
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less estimated 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 estimated cost to sell. Income and expenses from operations of repossessed property are included in noninterest expense. Residential real estate loans which were in the process of being foreclosed as of September 30, 2016 and 2015 were approximately $1.4 million and $3.7 million, respectively.
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, 2016, 2015 or 2014.
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, 2016, 2015 or 2014.
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:
 
Method
 
Years
Core deposit
Straight-line or effective yield
 
5 - 10
Brand intangible
Straight-line
 
15
Customer relationships
Straight-line
 
8.5
Other intangibles
Straight-line
 
1.25 - 9.33
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, 2016, 2015 or 2014.
Loan Servicing Rights
The loan servicing rights asset recognized as part of the HF Financial acquisition was initially recorded at fair value. These servicing rights have subsequently been accounted for using the lower of cost or market method. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income using key assumptions such as prepayment speeds and discount rate. The asset is amortized into mortgage banking income, net on the consolidated statements of comprehensive income in proportion to and over the period of estimated net servicing income.


116



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount. Impairment is determined by stratifying rights into groupings based on characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to noninterest income. If the Company determines the impairment to be permanent, the valuation is written off against the loan servicing rights, which results in a new amortized balance. Changes in the valuation allowance are reported in mortgage banking income, net in the consolidated statements of comprehensive income. The fair value of loan servicing rights is subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Estimating future cash flows on the underlying mortgages is a difficult analysis and requires judgment based on the best information available. Based on the Company's analysis of loan servicing rights, a valuation allowance of $0.01 million was recorded at September 30, 2016.
Servicing fee income, which is reported in noninterest income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding balance or a fixed amount per loan and are recorded as income as earned. The amortization of loan servicing rights is netted against mortgage banking income, net in the consolidated statements of comprehensive income.
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 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.
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. Generally, under these swaps, the Company agrees with various swap counterparties to exchange the difference between fixed-rate and floating-rate interest amounts based upon notional principal amounts. The Company also enters into back to back swaps where the Company enters into an interest rate swap with loan customers to provide a facility to mitigate the interest rate risk associated with offering a fixed rate and simultaneously enters into a swap with an outside third party that is matched in exact offsetting terms. These contracts do not qualify for hedge accounting. 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 net realized and unrealized gain (loss) on derivatives. 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 noninterest income.
Stock Based Compensation
Restricted and performance-based stock units/awards are classified as equity awards and accounted for under the Treasury method. Compensation expense for non-vested stock units/awards is based on the fair value of the award on the measurement date, which, for the Company, is the date of the grant and is recognized ratably over the vesting or performance period of the award. The fair value of non-vested stock units/awards is generally the market price of the Company's stock on the date of grant.
Income Taxes
The Company was required to file a consolidated income tax return with National Americas Investment, Inc. ("NAI") (a wholly owned indirect subsidiary of NAB) until NAI's dissolution on October 17, 2014. 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


117



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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.
Tax benefits 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.
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.
Defined Benefit Plan
The Company assumed plan sponsorship of the HF Financial Corp. Pension Plan as part of the HF Financial acquisition. Defined benefit pension obligation and related costs are calculated using actuarial concepts and measurements. Three critical assumptions, the discount rate, the expected long-term rate of return on plan assets, and mortality rates are important elements of expense and/or benefit obligation measurements. Other assumptions involve employee demographic factors such as retirement patterns and turnover. The Company evaluates all assumptions annually. For accounting purposes, mortality assumptions at September 30, 2016 were based on the RP-2014 mortality tables and the MP 2015 projection scales.
The discount rate enables the Company to state expected future benefit payments as a present value on the measurement date. The Company determined the discount rate at September 30, 2016 by utilizing the standard duration index from the Citi Pension Discount Curve and Liability Index. A lower discount rate increases the present value of benefit obligations and increases pension expense.
To determine expected long-term rate of return on defined benefit pension plan assets, the Company considers the current asset allocation of the defined benefit pension plan, as well as historical and expected returns on each asset class. A lower expected rate of return on defined pension plan assets will increase pension expense.
The Company recognizes the over- or under-funded status of a plan as an other asset or other liability in the consolidated balance sheets as measured by the difference between the fair value of the plan assets and the projected benefit obligation. When recorded, unrecognized prior service costs and actuarial gains and losses are recognized as a component of accumulated other comprehensive income (loss).


118



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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.
Wealth Management Fees
Wealth management fees include commission income from financial planning, investment management and insurance operations.
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 November 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which addresses diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2016-18 on our consolidated financial statements.
In October 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-17, Consolidation (Topic 810): Interests held through Related Parties that are under Common Control, which alters how a decision maker needs to consider indirect interests in a variable interest entity held through an entity under common control and simplifies that analysis to require consideration of only an entity’s proportionate indirect interest in a VIE held through a common control party. ASU 2016-17 amends ASU 2015-02, Consolidations (Topic 810): Amendments to the Consolidation Analysis, which was not effective for the Company in the current fiscal year. ASU 2016-17 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2016-17 on our consolidated financial statements.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Equity Transfers of Assets Other Than Inventory, which addresses improvement in accounting for income tax consequences of intra-equity transfers of assets other than inventory. This update requires that an entity recognize the income tax consequences of the intra-equity transfer of an asset other than inventory when the transfer occurs. The update eliminates the exception for an intra-equity transfer for assets other than inventory. ASU 2016-16 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendment requires the use of a modified retrospective transaction approach through a cumulative effect adjustment directly to retained earnings as of the beginning of adoption. The Company is currently evaluating the potential impact of ASU 2016-16 on our consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in presentations and classification in the statement of cash flows. The eight specific


119



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

cash flow issues addressed include: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendment requires the use of the retrospective transaction approach for adoption. The Company is currently evaluating the potential impact of ASU 2016-15 on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which addresses timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires institutions to measure all expected credit losses related to financial assets measured at amortized costs with an expected loss model based on historical experience, current conditions and reasonable and supportable forecasts relevant to affect the collectibility of the financial assets, which is referred to as the current expected credit loss (CECL) model. The ASU requires enhanced disclosures, including qualitative and quantitative requirements, to help understand significant estimates and judgments used in estimating credit losses, as well as provide additional information about the amounts recorded in the financial statements. ASU 2016-13 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted after December 15, 2018. The amendment requires the use of the modified retrospective approach for adoption. The Company is currently evaluating the potential impact of ASU 2016-13 on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Based Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which addresses several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Earlier application is permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the potential impact of ASU 2016-09 on our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires that lessees recognize the assets and liabilities arising from leases on the balance sheet. ASU 2015-16 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the potential impact of ASU 2016-02 on our consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2016-01 on our consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments, which requires that adjustments to provisional amounts that are identified during the measurement period of a business combination be recognized in the reporting period in which the adjustment amounts are determined. Furthermore, the income statement effects of such adjustments, if any, must be calculated as if the accounting had been completed at the acquisition date. The portion of the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Under previous guidance, adjustments to provisional amounts identified during the measurement period are to be recognized retrospectively. ASU 2015-16 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Earlier application is permitted for financial statements that have not been issued, therefore the Company has elected to early adopt this ASU as of and for its quarter ended June 30, 2016. The adoption of ASU 2015-16 in the third quarter of 2016 did not have a material impact on the Company's consolidated balance sheet or consolidated statement of comprehensive income. See also Note 2 to these consolidated financial statements.


120



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which implements a common revenue standard that clarifies the principles for recognizing revenue. 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. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017. In March 2016, the FASB issued ASU No. 2016-08, which intends to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, which clarifies guidance pertaining to the identification of performance obligations and the licensing implementation. In May 2016, the FASB issued ASU Nos. 2016-11 and 2016-12, which further clarify guidance and provide practical expedients related to the adoption of ASU No. 2014-09. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the potential impact of these standards on our consolidated financial statements.
2. Acquisition Activity
On May 16, 2016, the Company acquired by merger 100% of HF Financial Corp ("HF Financial"), the holding company of Home Federal Bank. Under terms of the agreement, HF Financial's stockholders had the right to receive for each share of HF Financial common stock, at their election (but subject to proration in the event cash or stock is oversubscribed), either (i) 0.6500 share of the Company's common stock, or (ii) $19.50 in cash. The total consideration was prorated as necessary to ensure that 24.29% of the total outstanding shares of HF Financial common stock were exchanged for cash and 75.71% of the total outstanding shares of HF Financial common stock were exchanged for shares of the Company's common stock. Total merger consideration of $142.0 million was paid by the Company in the acquisition, which resulted in goodwill of $41.2 million, as shown in the table below. With this acquisition, the Company expanded its presence into North Dakota and Minnesota through the addition of 23 bank offices and experienced in-market teams. The following summarizes consideration paid and an allocation of purchase price to net assets as of the acquisition date.
 
Number of Shares
 
Amount
 
 
 
(dollars in thousands)
Equity consideration:
 
 
 
Common stock issued
3,448,119

 
$
107,478

Non-equity consideration:
 
 
 
Cash
 
 
34,487

Total consideration paid
 
 
141,965

Fair value of net assets acquired including identifiable intangible assets
 
 
100,749

Goodwill
 
 
$
41,216

As of the acquisition date, goodwill of $41.2 million arose as a result of consideration in excess of net assets acquired. No goodwill is expected to be deductible for income tax purposes. The fair value of intangible assets created in the acquisition was $14.5 million related to core deposits and other intangible assets and loan servicing rights. During the fourth quarter of 2016, the Company obtained additional information regarding the valuation of the deferred tax assets, which resulted in an increase in goodwill recognized in the transaction of $0.6 million. There were no adjustments to current period income statement as a result of the adjustment.


121



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The following table summarizes the assets acquired and liabilities assumed which were recorded on the consolidated balance sheet as of the date of merger of HF Financial:
 
 
Fair Value
 
 
(dollars in thousands)
Identifiable assets acquired:
 
 
Cash and cash equivalents
 
$
18,818

Investment securities
 
165,052

Loans
 
863,741

Premises and equipment
 
19,220

Accrued interest receivable
 
4,117

Other repossessed property
 
4

Intangible assets
 
7,877

Loan servicing rights
 
6,573

Other assets
 
36,076

Total identifiable assets acquired
 
$
1,121,478

 
 
 
Liabilities assumed:
 
 
Deposits
 
$
863,121

FHLB advances and other borrowings
 
115,881

Subordinated debentures
 
21,110

Other liabilities
 
20,617

Total liabilities assumed
 
1,020,729

Fair value of net identifiable assets acquired
 
100,749

Net purchase price
 
141,965

Goodwill
 
$
41,216

The Company accounted for the aforementioned business combination under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of acquisition. The foregoing purchase price allocations on the acquisition are preliminary and will be finalized upon the receipt of final valuations on certain assets and liabilities. Upon receipt of final fair value estimates, which must be within one year of the acquisition date, the Company will make any final adjustments to the purchase price allocation and retrospectively adjust any goodwill recorded. Material adjustments to acquisition date estimated fair values would be recorded in the reporting period in which the adjustment amounts are determined. Determining the fair value of assets and liabilities, particularly illiquid assets and liabilities, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair value. Fair value adjustments based on updated estimates could materially affect the goodwill recorded on the acquisition. The Company may incur losses on the acquired loans that are materially different from losses the Company originally projected.
The results of the merged HF Financial operations are presented within the Company’s consolidated financial statements from the acquisition date. The disclosure of HF Financial's post-acquisition revenue and net income is not practical due to the combining of HF Financial’s operations with and into the Company as of the acquisition date. Acquisition-related transaction expenses associated with the HF Financial acquisition totaled $15.7 million, $0.0 million and $0.0 million for the twelve months ended September 30, 2016, 2015 and 2014, respectively.
Supplemental pro forma information (unaudited)
The following unaudited pro forma combined results of operations of the Company and HF Financial presents results as if the acquisition had been completed as of the beginning of each period indicated. The unaudited pro forma combined results of operations are presented solely for information purposes and are not intended to represent or be indicative of the consolidated results of operations that the Company would have reported had this transaction been completed as of the dates and for the periods presented, nor are they necessarily indicative of future results. In particular, no adjustments have been made to eliminate the amount of HF Financial's provision for loan and lease losses incurred prior to the acquisition date that would not have been necessary had the acquired loans been recorded at fair value as of the beginning of each period indicated. In accordance with Article 11 of SEC Regulation S-X, transaction costs directly attributable to the acquisition have been excluded.


122



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
For the Year Ended September 30,
 
2016
 
2015
 
2014
 
(Unaudited, dollars in thousands, except per share data)
Net interest income
$
415,149

 
$
370,778

 
$
352,991

Net income
133,685

 
114,731

 
112,387

Basic earnings per share
2.36

 
2.00

 
1.94

Fully diluted earnings per share
2.36

 
2.00

 
1.94

In the acquisition, the Company acquired $863.7 million of loans at fair value, net of $28.5 million, or 3.30%, estimated discount to the outstanding principal balance. Of the total loans acquired, management identified $65.4 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. The table below summarizes the total contractually required principal and interest cash payments, management's estimate of expected total cash payments and fair value of the loans as of acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.
 
Amount
 
(Unaudited, dollars in thousands)
Contractually required principal and interest
$
83,710

Non-accretable difference
(28,516
)
Cash flows expected to be collected
55,194

Accretable yield
(3,662
)
Total purchased credit impaired loans acquired
$
51,532

The following table presents the acquired loan data for the HF Financial acquisition.
 
Fair Value of Acquired Loans at Acquisition Date
 
Gross Contractual Amounts Receivable at Acquisition Date
 
Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
 
(Unaudited, dollars in thousands)
Acquired receivables subject to ASC 310-30
$
51,532

 
$
83,710

 
$
28,516

Acquired receivables not subject to ASC 310-30
812,209

 
998,255

 
9,572

3. Restrictions on Cash and Cash Equivalents
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 $94.9 million and $49.3 million at September 30, 2016 and 2015, respectively.


123



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

4. Securities Available for Sale
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:
 
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated Fair Value
 
(dollars in thousands)
As of September 30, 2016
 
 
 
 
 
 
 
U.S. Treasury securities
$
227,007

 
$
3,973

 
$
—

 
$
230,980

U.S. Agency securities
—

 
—

 
—

 
—

Mortgage-backed securities:
 
 
 
 
 
 
 
Government National Mortgage Association
664,529

 
3,172

 
(1,922
)
 
665,779

Federal National Mortgage Association
212,452

 
1,324

 
—

 
213,776

Small Business Assistance Program
142,921

 
2,362

 
—

 
145,283

States and political subdivision securities
55,525

 
123

 
(164
)
 
55,484

Corporate debt securities
4,998

 
24

 
—

 
5,022

Other
1,013

 
49

 
—

 
1,062

Total
$
1,308,445

 
$
11,027

 
$
(2,086
)
 
$
1,317,386

 
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated Fair Value
 
(dollars in thousands)
As of September 30, 2015
 
 
 
 
 
 
 
U.S. Treasury securities
$
250,986

 
$
3,811

 
$
—

 
$
254,797

U.S. Agency securities
74,412

 
643

 
—

 
75,055

Mortgage-backed securities:
 
 
 
 
 
 
 
Government National Mortgage Association
842,460

 
3,663

 
(4,503
)
 
841,620

Federal National Mortgage Association
46,449

 
96

 
—

 
46,545

Small Business Assistance Program
101,415

 
233

 
(213
)
 
101,435

States and political subdivision securities
1,849

 
1

 
—

 
1,850

Corporate debt securities
4,996

 
—

 
(13
)
 
4,983

Other
1,006

 
36

 
—

 
1,042

Total
$
1,323,573

 
$
8,483

 
$
(4,729
)
 
$
1,327,327



124



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The amortized cost and approximate fair value of debt securities available for sale as of September 30, 2016 and 2015, 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, 2016
 
September 30, 2015
 
Amortized Cost
 
Estimated Fair Value
 
Amortized Cost
 
Estimated Fair Value
 
(dollars in thousands)
Due in one year or less
$
3,706

 
$
3,709

 
$
76,261

 
$
76,905

Due after one year through five years
265,253

 
269,242

 
255,982

 
259,780

Due after five years through ten years
18,449

 
18,413

 
—

 
—

Due after ten years
122

 
122

 
—

 
—

 
287,530

 
291,486

 
332,243

 
336,685

Mortgage-backed securities
1,019,902

 
1,024,838

 
990,324

 
989,600

Securities without contractual maturities
1,013

 
1,062

 
1,006

 
1,042

Total
$
1,308,445

 
$
1,317,386

 
$
1,323,573

 
$
1,327,327


Proceeds from sales of securities available for sale were $145.9 million, $105.2 million and $47.3 million for the years ended September 30, 2016, 2015 and 2014 respectively. Gross gains (pre-tax) of $0.5 million, $0.8 million and $1.0 million and gross losses (pre-tax) of $0.0 million, $0.5 million and $0.9 million were realized on the sales for the years ended September 30, 2016, 2015 and 2014, respectively, using the specific identification method. The Company recognized an other than temporary impairment in net loss on sale of securities in the consolidated statements of comprehensive income of $0.4 million on two security holdings attributable to credit for the year ended September 30, 2016. There was no other than temporary impairment recognized for the years ended September 30, 2015 and 2014.
Securities with an estimated fair value of approximately $971.3 million and $894.3 million at September 30, 2016 and 2015, 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 25% and 36% of the Company’s investment portfolio at September 30, 2016 and 2015, 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 of these securities are temporary. As the Company does not intend to sell the securities and it is more likely than not that the Company will not 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, 2016 or 2015.
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:
 
September 30, 2016
 
Less than 12 months
 
12 months or more
 
Total
 
Estimated Fair Value
 
Unrealized Losses
 
Estimated Fair Value
 
Unrealized Losses
 
Estimated Fair Value
 
Unrealized Losses
 
(dollars in thousands)
Mortgage-backed securities
$
17,528

 
$
(6
)
 
$
284,995

 
$
(1,916
)
 
$
302,523

 
$
(1,922
)
States and political subdivision securities
27,933

 
(164
)
 
—

 
—

 
27,933

 
(164
)
Corporate debt securities
—

 
—

 
—

 
—

 
—

 
—

Total
$
45,461

 
$
(170
)
 
$
284,995

 
$
(1,916
)
 
$
330,456

 
$
(2,086
)


125



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
September 30, 2015
 
Less than 12 months
 
12 months or more
 
Total
 
Estimated Fair Value
 
Unrealized Losses
 
Estimated Fair Value
 
Unrealized Losses
 
Estimated Fair Value
 
Unrealized Losses
 
(dollars in thousands)
Mortgage-backed securities
$
58,604

 
$
(236
)
 
$
412,058

 
$
(4,480
)
 
$
470,662

 
$
(4,716
)
States and political subdivision securities
—

 
—

 
—

 
—

 
—

 
—

Corporate debt securities
4,984

 
(13
)
 
—

 
—

 
4,984

 
(13
)
Total
$
63,588

 
$
(249
)
 
$
412,058

 
$
(4,480
)
 
$
475,646

 
$
(4,729
)
As of September 30, 2016 and 2015, the Company had 110 and 31 securities, respectively, in an unrealized loss position.
The components of other accumulated comprehensive income (loss) from net unrealized gains (losses) on securities available for sale for the years ended September 30, 2016, 2015 and 2014 are as follows:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Beginning balance accumulated other comprehensive income (loss)
$
2,318

 
$
(6,157
)
 
$
(7,081
)
Net unrealized holding gain arising during the year
5,347

 
13,979

 
1,400

Reclassification adjustment for net (gain) realized in net income
(160
)
 
(310
)
 
(90
)
Net change in unrealized gain before income taxes
5,187

 
13,669

 
1,310

Income tax (expense)
(1,971
)
 
(5,194
)
 
(386
)
Net change in unrealized gain on securities after taxes
3,216

 
8,475

 
924

Ending balance accumulated other comprehensive income (loss)
$
5,534

 
$
2,318

 
$
(6,157
)
5. Loans
The composition of net loans as of September 30, 2016 and 2015, is as follows:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Residential real estate
$
1,020,958

 
$
923,145

Commercial real estate
3,754,107

 
2,845,748

Commercial non real estate
1,673,166

 
1,609,510

Agriculture
2,168,937

 
1,861,465

Consumer
76,273

 
73,049

Other
42,477

 
38,371

Ending balance
8,735,918

 
7,351,288

 
 
 
 
Less: Unamortized discount on acquired loans
(39,947
)
 
(19,264
)
Unearned net deferred fees and costs and loans in process
(13,327
)
 
(6,826
)
Total
$
8,682,644

 
$
7,325,198

The loan breakouts above include loans covered by FDIC loss sharing agreements totaling $73.3 million and $97.0 million as of September 30, 2016 and 2015, respectively, residential real estate loans held for sale totaling $12.9 million and $9.9 million at September 30, 2016 and 2015, respectively, and $1.13 billion and $1.12 billion of loans and written loan commitments accounted for at fair value as of September 30, 2016 and 2015, respectively.


126



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Unearned net deferred fees and costs totaled $8.6 million and $7.5 million as of September 30, 2016 and 2015, 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 $4.7 million and $(0.7) million as of September 30, 2016 and 2015, respectively.
Loans guaranteed by agencies of the U.S. government totaled $120.0 million and $105.0 million at September 30, 2016 and 2015, respectively.
Principal balances of residential real estate loans sold totaled $291.2 million and $281.6 million for the years ended September 30, 2016 and 2015, respectively.
Nonaccrual
The following table presents the Company’s nonaccrual loans at September 30, 2016 and 2015, excluding ASC 310-30 loans. Loans greater than 90 days past due and still accruing interest as of September 30, 2016 and 2015, were $2.0 million and $0.1 million, respectively.
 
September 30,
 
2016
 
2015
Nonaccrual loans
(dollars in thousands)
Residential real estate
$
5,962

 
$
7,642

Commercial real estate
13,870

 
9,556

Commercial non real estate
27,280

 
14,281

Agriculture
66,301

 
24,569

Consumer
223

 
107

Total
$
113,636

 
$
56,155

Credit Quality Information
The composition of the loan portfolio by internally assigned grade is as follows as of September 30, 2016 and 2015. 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 $1.13 billion for 2016 and $1.12 billion for 2015:
As of September 30, 2016
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
Credit Risk Profile by Internally Assigned Grade
(dollars in thousands)
Grade:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pass
$
919,224

 
$
3,276,048

 
$
1,093,913

 
$
1,514,344

 
$
75,065

 
$
42,477

 
$
6,921,071

Watchlist
4,741

 
81,148

 
37,283

 
204,326

 
110

 
—

 
327,608

Substandard
10,885

 
57,415

 
42,319

 
130,569

 
417

 
—

 
241,605

Doubtful
130

 
147

 
395

 
630

 
—

 
—

 
1,302

Loss
—

 
—

 
—

 
—

 
—

 
—

 
—

Ending balance
934,980

 
3,414,758

 
1,173,910

 
1,849,869

 
75,592

 
42,477

 
7,491,586

Loans covered by FDIC loss sharing agreements
73,272

 
—

 
—

 
—

 
—

 
—

 
73,272

Total
$
1,008,252

 
$
3,414,758

 
$
1,173,910

 
$
1,849,869

 
$
75,592

 
$
42,477

 
$
7,564,858



127



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

As of September 30, 2015
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
Credit Risk Profile by Internally Assigned Grade
(dollars in thousands)
Grade:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pass
$
800,677

 
$
2,384,980

 
$
1,051,772

 
$
1,272,312

 
$
72,705

 
$
38,371

 
$
5,620,817

Watchlist
4,890

 
66,024

 
50,242

 
189,144

 
78

 
—

 
310,378

Substandard
11,877

 
56,905

 
60,801

 
53,837

 
223

 
—

 
183,643

Doubtful
323

 
200

 
682

 
256

 
7

 
—

 
1,468

Loss
—

 
—

 
—

 
—

 
—

 
—

 
—

Ending balance
817,767

 
2,508,109

 
1,163,497

 
1,515,549

 
73,013

 
38,371

 
6,116,306

Loans covered by FDIC loss sharing agreements
97,030

 
—

 
—

 
—

 
—

 
—

 
97,030

Total
$
914,797

 
$
2,508,109

 
$
1,163,497

 
$
1,515,549

 
$
73,013

 
$
38,371

 
$
6,213,336

Past Due Loans
The following table presents the Company’s past due loans at September 30, 2016 and 2015. 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 $1.13 billion for 2016 and $1.12 billion for 2015.
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or Greater Past Due
 
Total
Past Due
 
Current
 
Total
Financing
Receivables
As of September 30, 2016
(dollars in thousands)
Residential real estate
$
828

 
$
548

 
$
2,063

 
$
3,439

 
$
931,541

 
$
934,980

Commercial real estate
1,765

 
1,959

 
3,745

 
7,469

 
3,407,289

 
3,414,758

Commercial non real estate
1,588

 
5,515

 
9,594

 
16,697

 
1,157,213

 
1,173,910

Agriculture
(26
)
 
709

 
11,549

 
12,232

 
1,837,637

 
1,849,869

Consumer
209

 
20

 
28

 
257

 
75,335

 
75,592

Other
—

 
—

 
—

 
—

 
42,477

 
42,477

Ending balance
4,364

 
8,751

 
26,979

 
40,094

 
7,451,492

 
7,491,586

Loans covered by FDIC loss sharing agreements
1,404

 
1,173

 
367

 
2,944

 
70,328

 
73,272

Total
$
5,768

 
$
9,924

 
$
27,346

 
$
43,038

 
$
7,521,820

 
$
7,564,858

 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or Greater Past Due
 
Total
Past Due
 
Current
 
Total
Financing
Receivables
As of September 30, 2015
(dollars in thousands)
Residential real estate
$
486

 
$
858

 
$
2,776

 
$
4,120

 
$
813,647

 
$
817,767

Commercial real estate
1,708

 
1,204

 
4,247

 
7,159

 
2,500,950

 
2,508,109

Commercial non real estate
697

 
7,944

 
4,072

 
12,713

 
1,150,784

 
1,163,497

Agriculture
2,161

 
175

 
6,264

 
8,600

 
1,506,949

 
1,515,549

Consumer
232

 
8

 
37

 
277

 
72,736

 
73,013

Other
—

 
—

 
—

 
—

 
38,371

 
38,371

Ending balance
5,284

 
10,189

 
17,396

 
32,869

 
6,083,437

 
6,116,306

Loans covered by FDIC loss sharing agreements
2,455

 
594

 
873

 
3,922

 
93,108

 
97,030

Total
$
7,739

 
$
10,783

 
$
18,269

 
$
36,791

 
$
6,176,545

 
$
6,213,336



128



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Impaired Loans
The following table presents the Company’s impaired loans. This table excludes loans covered by FDIC loss sharing agreements:
 
As of September 30, 2016
 
As of September 30, 2015
 
Recorded
Investment
 
Unpaid Principal Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid Principal Balance
 
Related
Allowance
Impaired loans:
(dollars in thousands)
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
$
6,244

 
$
6,886

 
$
3,000

 
$
8,779

 
$
9,386

 
$
4,118

Commercial real estate
29,965

 
32,349

 
3,846

 
28,683

 
29,839

 
2,932

Commercial non real estate
34,526

 
35,283

 
6,475

 
42,446

 
46,936

 
5,443

Agriculture
71,501

 
80,842

 
12,278

 
34,130

 
38,966

 
3,780

Consumer
383

 
393

 
87

 
184

 
202

 
52

Total impaired loans with an allowance recorded
142,619

 
155,753

 
25,686

 
114,222

 
125,329

 
16,325

 
 
 
 
 
 
 
 
 
 
 
 
With no allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
4,120

 
5,807

 
—

 
4,490

 
6,181

 
—

Commercial real estate
24,040

 
24,660

 
—

 
31,757

 
33,131

 
—

Commercial non real estate
15,299

 
16,469

 
—

 
23,724

 
24,970

 
—

Agriculture
30,339

 
31,907

 
—

 
10,123

 
11,396

 
—

Consumer
12

 
12

 
—

 
26

 
27

 
—

Total impaired loans with no allowance recorded
73,810

 
78,855

 
—

 
70,120

 
75,705

 
—

Total impaired loans
$
216,429

 
$
234,608

 
$
25,686

 
$
184,342

 
$
201,034

 
$
16,325

There are no impaired loans without a valuation allowance, other than those loans for which the Company has claim to collateral with value(s) in excess of the outstanding loan amount, after allowing for the cost of liquidating the collateral as of September 30, 2016 or 2015.
The average recorded investment on impaired loans and interest income recognized on impaired loans for the years ended September 30, 2016, 2015 and 2014, respectively, are as follows:
 
For the year ended September 30, 2016
 
For the year ended September 30, 2015
 
For the year ended September 30, 2014
 
Average
Recorded
Investment
 
Interest Income Recognized while on Impaired Status
 
Average
Recorded
Investment
 
Interest Income Recognized while on Impaired Status
 
Average
Recorded
Investment
 
Interest Income Recognized while on Impaired Status
 
(dollars in thousands)
Residential real estate
$
11,773

 
$
576

 
$
12,523

 
$
588

 
$
13,572

 
$
661

Commercial real estate
70,266

 
3,876

 
69,918

 
3,936

 
84,490

 
2,191

Commercial non real estate
45,592

 
1,971

 
49,561

 
3,092

 
31,827

 
1,980

Agriculture
100,052

 
6,502

 
42,599

 
1,953

 
30,546

 
984

Consumer
309

 
55

 
241

 
35

 
346

 
53

Total
$
227,992

 
$
12,980

 
$
174,842

 
$
9,604

 
$
160,781

 
$
5,869

Valuation adjustments made to repossessed properties for the years ended September 30, 2016 and 2015, totaled $1.8 million and $5.9 million, respectively, and are included in noninterest expense.


129



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Troubled Debt Restructurings
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 and lease losses for TDRs were $9.3 million and $3.6 million at September 30, 2016 and 2015, respectively. Commitments to lend additional funds to borrowers whose loans were modified in a TDR were $0.9 million and $2.3 million as of September 30, 2016 and 2015, respectively.
The following table presents the recorded value of the Company’s TDR balances as of September 30, 2016 and 2015:
 
September 30, 2016
 
September 30, 2015
 
Accruing
 
Nonaccrual
 
Accruing
 
Nonaccrual
 
(dollars in thousands)
Residential real estate
$
370

 
$
937

 
$
452

 
$
1,547

Commercial real estate
18,250

 
2,356

 
30,917

 
4,725

Commercial non real estate
8,102

 
4,789

 
8,928

 
833

Agriculture
19,823

 
28,688

 
20,041

 
6,857

Consumer
23

 
8

 
33

 
4

Total
$
46,568

 
$
36,778

 
$
60,371

 
$
13,966




130



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, 2016, 2015 and 2014, respectively:
 
September 30,
 
September 30,
 
September 30,
 
2016
 
2015
 
2014
 
 
 
Recorded Investment
 
 
 
Recorded Investment
 
 
 
Recorded Investment
 
Number
 
Pre-
Modification
 
Post-
Modification
 
Number
 
Pre-
Modification
 
Post-
Modification
 
Number
 
Pre-
Modification
 
Post-
Modification
 
(dollars in thousands)
Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
$
—

 
$
—

 
1

 
$
13

 
$
13

 
—

 
$
—

 
$
—

Term extension
1

 
42

 
42

 
2

 
53

 
53

 
6

 
206

 
206

Payment modification
—

 
—

 
—

 
—

 
—

 
—

 
6

 
474

 
474

Bankruptcy
—

 
—

 
—

 
1

 
19

 
19

 
9

 
338

 
338

Other
—

 
—

 
—

 
—

 
—

 
—

 
2

 
49

 
49

Total residential real estate
1

 
42

 
42

 
4

 
85

 
85

 
23

 
1,067

 
1,067

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Term extension
2

 
1,897

 
1,897

 
—

 
—

 
—

 
3

 
109

 
109

Payment modification
—

 
—

 
—

 
6

 
22,232

 
22,232

 
2

 
2,911

 
2,911

Bankruptcy
—

 
—

 
—

 
1

 
477

 
477

 
—

 
—

 
—

Other
3

 
6,714

 
6,714

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial real estate
5

 
8,611

 
8,611

 
7

 
22,709

 
22,709

 
5

 
3,020

 
3,020

Commercial non real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
1

 
49

 
49

 
—

 
—

 
—

 
—

 
—

 
—

Term extension
5

 
120

 
120

 
2

 
2,296

 
2,296

 
7

 
2,183

 
2,183

Payment modification
2

 
948

 
948

 
4

 
1,709

 
1,709

 
10

 
3,593

 
3,593

Bankruptcy
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
4

 
8,500

 
8,500

 
—

 
—

 
—

 
5

 
945

 
945

Total commercial non real estate
12

 
9,617

 
9,617

 
6

 
4,005

 
4,005

 
22

 
6,721

 
6,721

Agriculture
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Term extension
16

 
27,134

 
27,134

 
2

 
1,410

 
1,410

 
5

 
2,755

 
2,755

Payment modification
4

 
989

 
989

 
7

 
18,551

 
18,551

 
—

 
—

 
—

Bankruptcy
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total agriculture
20

 
28,123

 
28,123

 
9

 
19,961

 
19,961

 
5

 
2,755

 
2,755

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Term extension
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Payment modification
—

 
—

 
—

 
1

 
17

 
17

 
4

 
21

 
21

Bankruptcy
—

 
—

 
—

 
1

 
6

 
6

 
—

 
—

 
—

Other
—

 
—

 
—

 
—

 
—

 
—

 
2

 
28

 
28

Total consumer
—

 
—

 
—

 
2

 
23

 
23

 
6

 
49

 
49

Total accruing
38

 
$
46,393

 
$
46,393

 
28

 
$
46,783

 
$
46,783

 
61

 
$
13,612

 
$
13,612

Change in recorded investment due to principal paydown at time of modification
—

 
$
—

 
$
—

 
—

 
$
—

 
$
—

 
—

 
$
—

 
$
—

Change in recorded investment due to chargeoffs at time of modification
—

 
$
—

 
$
—

 
—

 
$
—

 
$
—

 
—

 
$
—

 
$
—




131



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, 2016, 2015 and 2014:
 
September 30,
 
September 30,
 
September 30,
 
2016
 
2015
 
2014
 
 
 
Recorded Investment
 
 
 
Recorded Investment
 
 
 
Recorded Investment
 
Number
 
Pre-
Modification
 
Post-
Modification
 
Number
 
Pre-
Modification
 
Post-
Modification
 
Number
 
Pre-
Modification
 
Post-
Modification
 
(dollars in thousands)
Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
$
—

 
$
—

 
1

 
$
67

 
$
67

 
5

 
$
119

 
$
119

Term extension
—

 
—

 
—

 
3

 
169

 
169

 
13

 
351

 
351

Payment modification
3

 
254

 
253

 
1

 
19

 
19

 
6

 
219

 
219

Bankruptcy
—

 
—

 
—

 
1

 
39

 
39

 
7

 
275

 
275

Other
—

 
—

 
—

 
1

 
24

 
8

 
11

 
425

 
425

Total residential real estate
3

 
254

 
253

 
7

 
318

 
302

 
42

 
1,389

 
1,389

Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
—

 
—

 
—

 
3

 
1,618

 
1,618

Term extension
—

 
—

 
—

 
2

 
740

 
740

 
2

 
4,031

 
4,031

Payment modification
—

 
—

 
—

 
2

 
1,082

 
1,082

 
—

 
—

 
—

Bankruptcy
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
—

 
—

 
—

 
—

 
—

 
—

 
1

 
87

 
87

Total commercial real estate
—

 
—

 
—

 
4

 
1,822

 
1,822

 
6

 
5,736

 
5,736

Commercial Non Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
1

 
32

 
—

 
—

 
—

 
—

Term extension
—

 
—

 
—

 
5

 
257

 
180

 
10

 
438

 
438

Payment modification
2

 
760

 
760

 
2

 
22

 
3

 
1

 
36

 
36

Bankruptcy
—

 
—

 
—

 
—

 
—

 
—

 
1

 
10

 
10

Other
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial non real estate
2

 
760

 
760

 
8

 
311

 
183

 
12

 
484

 
484

Agriculture
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Term extension
1

 
101

 
100

 
—

 
—

 
—

 
3

 
831

 
831

Payment modification
4

 
932

 
887

 
1

 
229

 
229

 
—

 
—

 
—

Bankruptcy
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
1

 
95

 
95

 
—

 
—

 
—

 
2

 
511

 
511

Total agriculture
6

 
1,128

 
1,082

 
1

 
229

 
229

 
5

 
1,342

 
1,342

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rate modification
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Term extension
—

 
—

 
—

 
2

 
1

 
—

 
2

 
15

 
15

Payment modification
—

 
—

 
—

 
—

 
—

 
—

 
1

 
2

 
2

Bankruptcy
1

 
8

 
8

 
—

 
—

 
—

 
—

 
—

 
—

Other
—

 
—

 
—

 
—

 
—

 
—

 
2

 
9

 
9

Total consumer
1

 
8

 
8

 
2

 
1

 
—

 
5

 
26

 
26

Total non-accruing
12

 
$
2,150

 
$
2,103

 
22

 
$
2,681

 
$
2,536

 
70

 
$
8,977

 
$
8,977

Change in recorded investment due to principal paydown at time of modification
—

 
$
—

 
$
—

 
—

 
$
—

 
$
—

 
—

 
$
—

 
$
—

Change in recorded investment due to chargeoffs at time of modification
7

 
$
47

 
$
—

 
5

 
$
145

 
$
—

 
—

 
$
—

 
$
—



132



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The table below represents loans that were modified as TDRs within the previous 12 months and for which there was a payment default for the years ended September 30, 2016, 2015 and 2014.
 
September 30,
 
September 30,
 
September 30,
 
2016
 
2015
 
2014
 
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
 
(dollars in thousands)
Residential real estate
1

 
$
—

 
1

 
$
8

 
11

 
$
419

Commercial real estate
—

 
—

 
—

 
—

 
—

 
—

Commercial non real estate
2

 
275

 
2

 
—

 
8

 
313

Agriculture
2

 
7,307

 
—

 
—

 
2

 
935

Consumer
1

 
8

 
2

 
—

 
1

 
—

Total
6

 
$
7,590

 
5

 
$
8

 
22

 
$
1,667

A loan is considered to be in payment default once it is 90 days or more contractually past due under the modified terms. The table above includes loans that experienced a payment default during the period, but may be performing in accordance with the modified terms as of the balance sheet date. In 2016, 2015 and 2014, $22.3 million, $14.5 million, and $12.9 million respectively, of loans were removed from TDR status as they were restructured at market terms and are performing.
6. Allowance for Loan and Lease Losses
The following tables presents the Company’s allowance for loan and lease losses roll forward for the years ended September 30, 2016, 2015 and 2014.
September 30, 2016
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
 
(dollars in thousands)
Beginning balance October 1, 2015
$
8,025

 
$
18,014

 
$
15,996

 
$
13,952

 
$
348

 
$
865

 
$
57,200

Charge-offs
(1,157
)
 
(3,625
)
 
(2,629
)
 
(4,294
)
 
(206
)
 
(2,255
)
 
(14,166
)
Recoveries
495

 
719

 
1,429

 
556

 
149

 
1,305

 
4,653

Provision
419

 
3,148

 
(1,736
)
 
14,901

 
147

 
1,132

 
18,011

(Improvement) impairment of ASC 310-30 loans
(676
)
 
(310
)
 
(70
)
 
—

 
—

 
—

 
(1,056
)
Ending balance September 30, 2016
$
7,106

 
$
17,946

 
$
12,990

 
$
25,115

 
$
438

 
$
1,047

 
$
64,642

September 30, 2015
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
 
(dollars in thousands)
Beginning balance October 1, 2014
$
8,342

 
$
16,884

 
$
10,550

 
$
10,655

 
$
264

 
$
823

 
$
47,518

Charge-offs
(238
)
 
(1,971
)
 
(11,153
)
 
(606
)
 
(129
)
 
(1,617
)
 
(15,714
)
Recoveries
231

 
1,339

 
3,407

 
131

 
104

 
1,143

 
6,355

Provision
849

 
1,325

 
13,122

 
3,772

 
134

 
516

 
19,718

(Improvement) impairment of ASC 310-30 loans
(1,159
)
 
437

 
70

 
—

 
(25
)
 
—

 
(677
)
Ending balance September 30, 2015
$
8,025

 
$
18,014

 
$
15,996

 
$
13,952

 
$
348

 
$
865

 
$
57,200



133



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

September 30, 2014
Residential Real Estate
 
Commercial Real Estate
 
Commercial Non Real Estate
 
Agriculture
 
Consumer
 
Other
 
Total
 
(dollars in thousands)
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) improvement of ASC 310-30 loans
(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


The following tables provide details regarding the allowance for loan and lease losses and balance by type of allowance. These tables are presented net of unamortized discount on acquired loans and excludes loans measured at fair value with changes in fair value reported in earnings of $1.13 billion, loans held for sale of $12.9 million, and guaranteed loans of $120.0 million for September 30, 2016 and loans measured at fair value with changes in fair value reported in earnings of $1.12 billion, loans held for sale of $9.9 million, and guaranteed loans of $105.0 million for September 30, 2015.
As of September 30, 2016
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
 
(dollars in thousands)
Allowance for loan and lease losses
Individually evaluated for impairment
$
3,000

 
$
3,846

 
$
6,475

 
$
12,278

 
$
87

 
$
—

 
$
25,686

Collectively evaluated for impairment
3,199

 
13,328

 
6,515

 
12,837

 
351

 
1,047

 
37,277

ASC 310-30 loans
907

 
772

 
—

 
—

 
—

 
—

 
1,679

Total allowance
$
7,106

 
$
17,946

 
$
12,990

 
$
25,115

 
$
438

 
$
1,047

 
$
64,642

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing Receivables
Individually evaluated for impairment
$
10,364

 
$
54,005

 
$
49,825

 
$
101,840

 
$
395

 
$
—

 
$
216,429

Collectively evaluated for impairment
918,710

 
3,249,974

 
1,079,295

 
1,721,219

 
74,301

 
42,477

 
7,085,976

ASC 310-30 loans
65,737

 
44,448

 
3,196

 
15,254

 
896

 
—

 
129,531

Loans Outstanding
$
994,811

 
$
3,348,427

 
$
1,132,316

 
$
1,838,313

 
$
75,592

 
$
42,477

 
$
7,431,936

As of September 30, 2015
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
 
(dollars in thousands)
Allowance for loan and lease losses
Individually evaluated for impairment
$
4,118

 
$
2,932

 
$
5,443

 
$
3,780

 
$
52

 
$
—

 
$
16,325

Collectively evaluated for impairment
2,283

 
14,000

 
10,483

 
10,172

 
296

 
865

 
38,099

ASC 310-30 loans
1,624

 
1,082

 
70

 
—

 
—

 
—

 
2,776

Total allowance
$
8,025

 
$
18,014

 
$
15,996

 
$
13,952

 
$
348

 
$
865

 
$
57,200

 
 
 
 
 
 
 
 
 
 
 
 
 
 


134



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

As of September 30, 2015
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
Non Real
Estate
 
Agriculture
 
Consumer
 
Other
 
Total
 
(dollars in thousands)
Financing Receivables
Individually evaluated for impairment
$
13,106

 
$
49,794

 
$
62,158

 
$
44,253

 
$
193

 
$
—

 
$
169,504

Collectively evaluated for impairment
806,912

 
2,385,636

 
1,056,806

 
1,461,230

 
71,549

 
38,371

 
5,820,504

ASC 310-30 loans
82,189

 
20,710

 
2,759

 
1,538

 
1,271

 
—

 
108,467

Loans Outstanding
$
902,207

 
$
2,456,140

 
$
1,121,723

 
$
1,507,021

 
$
73,013

 
$
38,371

 
$
6,098,475


The Company maintains an ALLL for acquired loans accounted for under ASC 310-30 as a result of impairment to loan pools arising from the periodic re-valuation of these loans. Any impairment in the individual pool is generally recognized in the current period as provision for loan and lease losses. Any improvement in the estimated cash flows, is generally not recognized immediately, but is instead reflected as an adjustment to the related loan pools yield on a prospective basis once any previously recorded impairment has been recaptured.
The ALLL for ASC 310-30 loans totaled $1.7 million at September 30, 2016, compared to $2.8 million at September 30, 2015. During fiscal year 2016, loan pools accounted for under ASC 310-30 had a net reversal of provision of $1.1 million as a result of increases in expected cash flows. Net provision reversals for fiscal year 2015 totaled $0.7 million as a result of increases in expected cash flows. Net provision reversals for fiscal year 2014 totaled $3.8 million, and were driven by the residential real estate and commercial non real estate pools.
For acquired loans not accounted for under ASC 310-30 (purchased non-impaired), the Company utilizes specific and collective reserve calculation methods similar to originated loans. The required ALLL for these loans is included in the individually evaluated for impairment bucket of the ALLL if the loan is rated substandard or worse, and in the collectively evaluated for impairment bucket for pass rated loans.
The reserve for unfunded loan commitments was $0.5 million and $0.4 million at September 30, 2016 and 2015, respectively and is recorded in other liabilities on the consolidated balance sheets.
7. Accounting for Certain Loans Acquired with Deteriorated Credit Quality
In June 2010 and May 2016, the Company acquired certain loans that had deteriorated credit quality (ASC 310-30 loans). 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.
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, homogeneous 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 homogeneous loans. The re-assessment of purchased impaired loans resulted in the following changes in the accretable yield during the fiscal years ended September 30, 2016 and 2015:


135



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Balance at beginning of year
$
44,489

 
$
50,889

 
$
67,660

Acquisition
3,662

 
—

 
—

Accretion
(9,971
)
 
(13,645
)
 
(18,204
)
Reclassification from (to) nonaccretable difference
(56
)
 
8,363

 
6,252

Disposals
—

 
(1,118
)
 
(4,819
)
Balance at end of year
$
38,124

 
$
44,489

 
$
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, 2016 and September 30, 2015:
 
September 30, 2016
 
September 30, 2015
 
Outstanding
Balance 1
 
Recorded
Investment 2
 
Carrying
Value 3
 
Outstanding
Balance 1
 
Recorded
Investment 2
 
Carrying
Value 3
 
(dollars in thousands)
Residential real estate
$
76,696

 
$
65,737

 
$
64,830

 
$
93,979

 
$
82,189

 
$
80,565

Commercial real estate
129,615

 
44,448

 
43,676

 
97,302

 
20,710

 
19,628

Commercial non real estate
11,588

 
3,196

 
3,196

 
10,387

 
2,759

 
2,689

Agriculture
19,174

 
15,254

 
15,254

 
1,538

 
1,538

 
1,538

Consumer
1,033

 
896

 
896

 
1,368

 
1,271

 
1,271

Total lending
$
238,106

 
$
129,531

 
$
127,852

 
$
204,574

 
$
108,467

 
$
105,691

 
 
 
 
 
 
 
 
 
 
 
 
1 Represents the legal balance of ASC 310-30 loans.
2 Represents the book balance of ASC 310-30 loans.
3 Represents the book balance of ASC 310-30 loans net of the related allowance for loan and lease losses.
Due to improved cash flows of the purchased impaired loans, the reductions to allowance recognized on previous impairments were $1.1 million and $0.7 million for the years ended September 30, 2016 and 2015, respectively.
8. 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 30, 2016, 2015 and 2014:


136



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Balance at beginning of year
$
14,722

 
$
26,678

 
$
45,690

Amortization
(3,836
)
 
(7,552
)
 
(14,604
)
Changes in expected reimbursements from FDIC for changes in expected credit losses
(278
)
 
(305
)
 
2,148

Changes in reimbursable expenses
(791
)
 
(1,972
)
 
2,358

Payments (reimbursements) of covered losses from the FDIC
960

 
(2,127
)
 
(8,914
)
Balance at end of year
$
10,777

 
$
14,722

 
$
26,678

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. The commercial loss share agreement claim period ended on June 4, 2015. The non-commercial loss share agreement ends June 4, 2020.
9. Premises and Equipment
The major classes of premises and equipment and the total amount of accumulated depreciation as of September 30, 2016 and 2015, are as follows:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Land
$
26,591

 
$
21,708

Buildings and building improvements
94,306

 
82,796

Furniture and equipment
27,597

 
28,861

Construction in progress
768

 
802

Total
149,262

 
134,167

Accumulated depreciation
(30,756
)
 
(36,617
)
Premise and equipment, net
$
118,506

 
$
97,550

Depreciation expense was $7.5 million, $8.5 million and $9.6 million for the years ended September 30, 2016, 2015 and 2014, respectively.
Included in the premises and equipment is $8.1 million and $0.0 million of property held for sale as of September 30, 2016 and 2015, respectively. During the third quarter of 2016, the Company reviewed the current locations utilized, spacing available and committed to a plan to consolidate existing locations identified to reduce costs. The Company listed six buildings located in the Sioux Falls, South Dakota area for sale. The Company measures assets held for sale at the lower of carrying amount or estimated fair value, there was no impairment charge recognized as of September 30, 2016. The Company anticipates that these properties will be sold within the next 12 months.
10. 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.
The following table summarizes the notional amounts and estimated fair values of the Company’s derivative instruments at September 30, 2016 and 2015.


137



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
September 30, 2016
 
Notional
Amount
 
Balance Sheet
Location
 
Positive Fair
Value
 
Negative Fair
Value
Derivatives not designated as hedging instruments:
(dollars in thousands)
Interest rate swaps
$
1,055,822

 
Liabilities
 
$
525

 
$
(81,974
)
Mortgage loan commitments
52,333

 
Assets
 
66

 
—

Mortgage loan forward sale contracts
60,529

 
Liabilities
 
—

 
(66
)
 
September 30, 2015
 
Notional
Amount
 
Balance Sheet
Location
 
Positive Fair
Value
 
Negative Fair
Value
Derivatives not designated as hedging instruments:
(dollars in thousands)
Interest rate swaps
$
1,087,505

 
Liabilities
 
$
41

 
$
(53,559
)
Mortgage loan commitments
30,196

 
Assets
 
95

 
—

Mortgage loan forward sale contracts
36,655

 
Liabilities
 
—

 
(95
)
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 risks associated with interest rate swaps are 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 swap counterparties to reclaim cash collateral under the interest rate swap master netting arrangements have not been offset against the derivative balances.
Credit-risk-related contingent features
The Company has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well/adequately capitalized institution, then the counterparty has the right to terminate the derivative positions and the Company would be required to settle its obligations under the agreements. As of September 30, 2016 and 2015, the termination value of derivatives in a net liability position related to these agreements was $84.4 million and $53.5 million, respectively, which includes accrued interest but excludes any adjustment for nonperformance risk. The Company has minimum collateral posting thresholds with its derivative counterparties and as of September 30, 2016 and 2015, the Company had posted $106.1 million and $63.2 million, respectively, in eligible collateral.
The effect of derivatives on the consolidated statements of comprehensive income for the years ended September 30, 2016, 2015 and 2014 was as follows:
 
 
 
Amount of Gain (Loss) Recognized in Income
 
 
 
September 30,
 
Location of Gain (Loss) Recognized in Income
 
2016
 
2015
 
2014
Derivatives not designated as hedging instruments:
 
 
(dollars in thousands)
Interest rate swaps
Noninterest income
 
$
(48,658
)
 
$
(62,088
)
 
$
(30,177
)
Mortgage loan commitments
Noninterest income
 
66

 
95

 
19

Mortgage loan forward sale contracts
Noninterest income
 
(66
)
 
(95
)
 
(19
)
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 International Swaps and Derivatives Association ("ISDA") master netting arrangement with various swap counterparties. 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.


138



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The following tables present the Company's gross derivative financial assets and liabilities at September 30, 2016 and 2015, 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, 2016
(dollars in thousands)
Derivative financial assets:
 
 
 
 
 
 
 
 
 
Derivatives subject to master netting arrangement or similar arrangement
$
525

 
$
(525
)
 
$
—

 
$
—

 
$
—

Derivative financial liabilities:
 
 
 
 
 
 
 
 
 
Derivatives subject to master netting arrangement or similar arrangement
(81,974
)
 
525

 
(81,449
)
 
81,449

 
—

Total derivative financial liabilities
$
(81,449
)
 
$
—

 
$
(81,449
)
 
$
81,449

 
$
—

 
 
 
 
 
 
 
 
 
 
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, 2015
(dollars in thousands)
Derivative financial assets:
 
 
 
 
 
 
 
 
 
Derivatives subject to master netting arrangement or similar arrangement
$
41

 
$
(41
)
 
$
—

 
$
—

 
$
—

Derivative financial liabilities:
 
 
 
 
 
 
 
 
 
Derivatives subject to master netting arrangement or similar arrangement
(53,559
)
 
41

 
(53,518
)
 
53,518

 
—

Total derivative financial liabilities
$
(53,518
)
 
$
—

 
$
(53,518
)
 
$
53,518

 
$
—

 
 
 
 
 
 
 
 
 
 
11. The Fair Value Option For Certain Loans
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 25 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 $74.1 million and $47.8 million at September 30, 2016 and 2015, respectively. The total unpaid principal balance of these long-term loans was approximately $1.06 billion and $1.07 billion at September 30, 2016 and 2015, 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 5. The fair value of these written loan commitments was not material at September 30, 2016 and 2015, respectively. As of September 30, 2016 and 2015, there were loans with a fair value of $9.4 million and $1.5 million, respectively, which were greater than 90 days past due or in nonaccrual status with an unpaid principal balance of $10.8 million and $1.5 million, respectively.


139



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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 within the consolidated statements of comprehensive income are as follows for the years ended September 30, 2016, 2015 and 2014 (in thousands):
 
September 30,
 
2016
 
2015
 
2014
 
Noninterest
Income
 
Total Changes
in Fair Value
 
Noninterest
Income
 
Total Changes
in Fair Value
 
Noninterest
Income / (Loss)
 
Total Changes
in Fair Value
 
(dollars in thousands)
Long-term loans and written loan commitments
$
26,314

 
$
26,314

 
$
36,742

 
$
36,742

 
$
11,904

 
$
11,904

For long-term loans and written loan commitments at September 30, 2016, 2015 and 2014, approximately $1.6 million, $0.2 million and $0.0 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.
12. Goodwill
A summary of changes to the carrying amount of goodwill as of September 30, 2016 and 2015 is as follows:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Balance, beginning of year
$
697,807

 
$
697,807

Goodwill acquired during the year
41,216

 
—

Balance, end of year
$
739,023

 
$
697,807

The goodwill acquired in 2016 was a result of the HF Financial acquisition. See Note 2 for further information.
The Company performs an impairment analysis annually, and more frequently whenever events or changes in circumstances indicate that it is more likely than not fair value is less than carrying value. To test impairment, an analysis is performed by comparing the fair value of the Company 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, 2016, 2015 and 2014, the Company did not recognize any impairment related to goodwill.
13. Core Deposits and Other Intangibles
A summary of intangible assets subject to amortization as of September 30, 2016 and 2015 is as follows:
 
Core Deposit
Intangible
 
Brand
Intangible
 
Customer
Relationships
Intangible
 
Other
 
Total
As of September 30, 2016
(dollars in thousands)
Gross carrying amount
$
67,018

 
$
8,464

 
$
16,089

 
$
538

 
$
92,109

Accumulated amortization
(59,842
)
 
(4,700
)
 
(15,800
)
 
(35
)
 
(80,377
)
Net intangible assets
$
7,176

 
$
3,764

 
$
289

 
$
503

 
$
11,732

As of September 30, 2015
 
 
 
 
 
 
 
 
 
Gross carrying amount
$
59,679

 
$
8,464

 
$
16,089

 
$
—

 
$
84,232

Accumulated amortization
(59,073
)
 
(4,136
)
 
(13,904
)
 
—

 
(77,113
)
Net intangible assets
$
606

 
$
4,328

 
$
2,185

 
$
—

 
$
7,119

Amortization expense of intangible assets was $3.3 million, $7.1 million and $16.2 million for the years ended September 30, 2016, 2015 and 2014, respectively.


140



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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:
 
(dollars in thousands)
2017
$
2,341

2018
1,614

2019
1,489

2020
1,363

2021
1,267

2022 and thereafter
3,658

Total
$
11,732

14. Loan Servicing Rights
Mortgage loans serviced for others are not included in the accompanying consolidated statements of financial condition. The following table is the activity for loan servicing rights and the related valuation allowance:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Loan servicing rights
 
 
 
 
 
Beginning of year
$
—

 
$
—

 
$
—

Acquired in HF Financial acquisition
6,573

 
—

 
—

Additions
—

 
—

 
—

Amortization (1)
(779
)
 
—

 
—

End of year
$
5,794

 
$
—

 
$
—

 
 
 
 
 
 
Valuation allowance
 
 
 
 
 
Beginning of year
$
—

 
$
—

 
$
—

Additions / (reductions) (1)
(13
)
 
—

 
—

End of year
$
(13
)
 
$
—

 
$
—

Loan servicing rights, net
$
5,781

 
$
—

 
$
—

 
 
 
 
 
 
Servicing fees received
$
930

 
$
—

 
$
—

Balance of loans serviced at:
 
 
 
 
 
Beginning of year
—

 
—

 
—

End of year
868,865

 
—

 
—

 
 
 
 
 
 
(1) Changes to carrying amounts are reported net of loan servicing income on the consolidated statements of comprehensive income for the periods presented.
Amortization of servicing rights is adjusted each quarter based upon analysis of portfolio attributes and factors, including an evaluation of historical prepayment activity and prospective industry consensus data. An independent third party is utilized to calculate the amortization and valuation based upon specific loan characteristics, prepayment speeds generated from a validation model utilizing both empirical and market derived data and discount rates. At September 30, 2016, the constant prepayment rates (CPR) used to calculate the amortization averaged 16.0%. For valuation purposes, an average discount rate of 11.9% was utilized at September 30, 2016. Based on the Company's analysis of mortgage servicing rights, a $0.0 million valuation reserve was recorded at September 30, 2016, 2015 and 2014.


141



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

15. Deposits
The composition of deposits as of September 30, 2016 and 2015, is as follows:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Noninterest-bearing demand
$
1,880,512

 
$
1,368,453

NOW accounts, money market and savings
5,343,183

 
4,638,446

Time deposits, $250,000 or more
265,904

 
217,016

Other time deposits
1,115,191

 
1,163,150

Total
$
8,604,790

 
$
7,387,065

At September 30, 2016, the scheduled maturities of time deposits in subsequent fiscal years are as follows:
 
(dollars in thousands)
2017
$
897,151

2018
238,227

2019
80,411

2020
104,545

2021
59,018

2022 and thereafter
1,743

Total
$
1,381,095

16. Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase generally mature overnight following the transaction date. Securities underlying the agreements had an amortized cost of approximately $151.8 million and $180.6 million and fair value of approximately $152.3 million and $181.6 million at September 30, 2016 and 2015, respectively. In most cases, the Company over-collateralizes the repurchase agreements at 102% of total funds borrowed to protect the purchaser from changes in market value.  Additionally, the Company utilizes held-in-custody procedures to ensure the securities sold under repurchase agreements are unencumbered. The following tables present the gross obligation by the class of collateral pledged and the remaining contractual maturity of the agreements at September 30, 2016 and 2015.
 
September 30, 2016
 
Remaining Contractual Maturity of the Agreements
 
Overnight and Continuous
 
Up to 30 Days
 
30-90 Days
 
Greater than 90 Days
 
Total
Repurchase agreements
(dollars in thousands)
   US Treasury and agency securities
$
—

 
$
—

 
$
—

 
$
—

 
$
—

   Mortgage-backed securities
138,744

 
—

 
—

 
2,944

 
141,688

Total repurchase agreements
$
138,744

 
$
—

 
$
—

 
$
2,944

 
$
141,688



142



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
September 30, 2015
 
Remaining Contractual Maturity of the Agreements
 
Overnight and Continuous
 
Up to 30 Days
 
30-90 Days
 
Greater than 90 Days
 
Total
Repurchase agreements
(dollars in thousands)
   US Treasury and agency securities
$
64,252

 
$
—

 
$
—

 
$
—

 
$
64,252

   Mortgage-backed securities
118,147

 
—

 
—

 
2,872

 
121,019

Total repurchase agreements
$
182,399

 
$
—

 
$
—

 
$
2,872

 
$
185,271

17. FHLB Advances and Other Borrowings
FHLB advances and other borrowings consist of the following at September 30, 2016 and 2015:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Notes payable to Federal Home Loan Bank (FHLB), interest rates from 0.53% to 3.66% and maturity dates from October 2016 to September 2023, collateralized by real estate loans and FHLB stock, with various call dates at the option of the FHLB
$
640,000

 
$
581,000

Federal Home Loan Bank fed funds advance, interest rate of 0.45%, maturity date of September 2017
231,000

 
—

Total
871,000

 
581,000

Fair value adjustment (1)
$
37

 
$
—

Total FHLB advances and other borrowings
$
871,037

 
$
581,000

 
 
 
 
(1) Adjustment reflects the fair value adjustments related to the FHLB advances and notes payable assumed as part of the HF Financial acquisition.
In 2015, the Company obtained a $10.0 million revolving line of credit with a large retail bank, which is due on July 28, 2017. The line of credit has an interest rate of one month LIBOR plus 200 basis points, with interest payable monthly. There is also an unused line fee of 0.20% on the unused portion which is payable quarterly. The interest rate was 2.53% at September 30, 2016. There were no outstanding advances on this line of credit at September 30, 2016 and 2015.
As of September 30, 2016, based on our Federal Home Loan Bank stock holdings, the combined aggregate additional borrowing capacity of the Company with the Federal Home Loan Bank was $1.09 billion.
Principal balances of loans pledged to the Federal Home Loan Bank to collateralize notes payable totaled $3.11 billion and $2.29 billion at September 30, 2016 and 2015, respectively.
As of September 30, 2016, FHLB advances and other borrowings are due or callable (whichever is earlier) in subsequent fiscal years as follows:
 
(dollars in thousands)
2017
$
260,000

2018
31,000

2019
—

2020
—

2021
70,000

2022 and thereafter
510,000

Total
$
871,000



143



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

18. Subordinated Debentures and Subordinated Notes Payable
Junior Subordinated Deferrable Interest Debentures
The Company has caused seven 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 HF Financial and Sunstate Bank acquisitions) 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, 2016 and 2015, $77.2 million and $56.1 million, respectively, 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 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


144



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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.
The Company acquired the HFB Trust III in the acquisition of HF Financial. HF Financial Corp. caused to be issued 5,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of HFB Trust III on December 19, 2002, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 335 basis points. Interest Payment dates are January 7, April 7, July 7, and October 7 of each year, beginning April 7, 2003, 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 January 7, 2033; 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 January 7, 2008. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after January 7, 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 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.
The Company acquired the HFB Trust IV in the acquisition of HF Financial. HF Financial Corp. caused to be issued 7,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of HFB Trust IV on September 25, 2003, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 310 basis points. Interest Payment dates are January 8, April 8, July 8, and October 8 of each year, beginning January 8, 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 interest must be paid. The Debentures will be redeemed October 8, 2033; 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 October 8, 2008. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after October 8, 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 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.
The Company acquired the HFB Trust V in the acquisition of HF Financial. HF Financial Corp. caused to be issued 10,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of HFB Trust V on December 7, 2006, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 183 basis points. Interest Payment dates are March 1, June 1, September 1, and December 1 of each year, beginning March 1, 2007, 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 1, 2037; 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 March 1, 2012. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after March 1, 2012,


145



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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.
The Company acquired the HFB Trust VI in the acquisition of HF Financial. HF Financial Corp. caused to be issued 2,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of HFB Trust VI on July 5, 2007, through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 165 basis points. Interest Payment dates are January 1, April 1, July 1, and October 1 of each year, beginning October 1, 2007, 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 October 1, 2037; 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 October 1, 2012. A “Special Event” means any Capital Treatment Event, an Investment Company Event, or a Tax Event. On or after October 1, 2012, 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 $2.5 million and 1.7 million, respectively, in common shares at September 30, 2016 and 2015 which are included in other assets on the consolidated balance sheets.
Subordinated Notes Payable
The Company issued $35.0 million of 4.875% fixed-to-floating rate subordinated notes that mature on August 15, 2025 through a private placement. The notes, which qualify as Tier 2 capital under capital rules in effect at September 30, 2016, have an interest rate of 4.875% per annum, payable semi-annually on each February 15 and August 15, from February 15, 2016 until August 15, 2020. From August 15, 2020, to but excluding the maturity date or date of earlier redemption, the notes will bear interest at a rate per annum equal to to three-month LIBOR for the related interest period plus 3.15%, payable quarterly on each November 15, February 15, April 15 and August 15. The notes are subordinated in right of payment to all of the Company's senior indebtedness and effectively subordinated to all existing and future debt and all other liabilities of the Company's subsidiary. The Company may elect to redeem the notes (subject to regulatory approval), in whole or in part, on any early redemption date which is any interest payment date on or after August 15, 2020 at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest. Other than on an early redemption date, the notes cannot be accelerated except in the event of bankruptcy or the occurrence of certain other events of bankruptcy, insolvency or reorganization. Unamortized debt issuance costs related to these notes, which are included in Subordinated Debentures and Subordinated Notes Payable, totaled $0.3 million and $0.4 million at September 30, 2016 and 2015, respectively. Proceeds from the private placement of subordinated notes repaid outstanding subordinated debt.


146



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Subordinated debentures and subordinated notes payable are summarized as follows:
 
September 30, 2016
 
September 30, 2015
 
Amount outstanding
 
Common Shares Held in Other Assets
 
Amount outstanding
 
Common Shares Held in Other Assets
 
(dollars in thousands)
Junior subordinated debentures payable to nonconsolidated trusts
 
GW Statutory Trust IV, variable rate of 2.85%, plus 3 month LIBOR
$
23,093

 
$
693

 
$
23,093

 
$
693

GW Statutory Trust VI, variable rate of 1.48%, plus 3 month LIBOR
30,928

 
928

 
30,928

 
928

SSB Trust II, variable rate of 1.85%, plus 3 month LIBOR
2,062

 
62

 
2,062

 
62

HF Capital Trust III, variable rate of 3.35%, plus 3 month LIBOR
5,155

 
155

 
—

 
—

HF Capital Trust IV, variable rate of 3.10%, plus 3 month LIBOR
7,217

 
217

 
—

 
—

HF Capital Trust V, variable rate of 1.83%, plus 3 month LIBOR
10,310

 
310

 
—

 
—

HF Capital Trust VI, variable rate of 1.65%, plus 3 month LIBOR
2,155

 
155

 
—

 
—

Total junior subordinated debentures payable
80,920

 
$
2,520

 
56,083

 
$
1,683

Less: fair value adjustment (1)
(3,765
)
 
 
 
—

 
 
Total junior subordinated debentures payable, net of fair value adjustment
77,155

 
 
 
56,083

 
 
 
 
 
 
 
 
 
 
Subordinated notes payable
 
 
 
 
 
 
 
Fixed to floating rate, 4.875% per annum
35,000

 
 
 
35,000

 
 
Less: unamortized debt issuance costs
(282
)
 
 
 
(356
)
 
 
Total subordinated notes payable
34,718

 
 
 
34,644

 
 
Total subordinated debentures and subordinated notes payable
$
111,873

 
 
 
$
90,727

 
 
 
 
 
 
 
 
 
 
(1) Adjustment reflects the fair value adjustments related to the junior subordinated deferrable interest debentures assumed as part of the HF Financial acquisition.
19. Income Taxes
The provision for income taxes charged to operations consists of the following for the years ended September 30, 2016, 2015 and 2014:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Currently paid or payable
 
 
 
 
 
Federal
$
51,749

 
$
38,105

 
$
58,172

State
8,677

 
7,342

 
8,638

 
60,426

 
45,447

 
66,810

Deferred tax (benefit) expense
 
 
 
 
 
Federal
(1,513
)
 
6,688

 
(11,840
)
State
(50
)
 
$
352

 
$
(623
)
Total
(1,563
)
 
7,040

 
(12,463
)
Total provision for income taxes
$
58,863

 
$
52,487

 
$
54,347



147



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 35% to pretax income due to the following for the years ended September 30, 2016, 2015 and 2014:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Income tax expense computed at the statutory rate
$
63,041

 
$
56,543

 
$
55,754

Increase (decrease) in income taxes resulting from:
 
 
 
 
 
State income taxes, net of federal benefit
5,608

 
4,772

 
5,615

Tax exempt interest income
(7,534
)
 
(6,560
)
 
(4,926
)
Other
(2,252
)
 
(2,268
)
 
(2,096
)
Income tax expense, as reported
$
58,863

 
$
52,487

 
$
54,347

Net deferred tax assets (liabilities) consist of the following components at September 30, 2016 and 2015:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Deferred tax assets:
 
 
 
Allowance for loan and lease losses
$
27,005

 
$
23,412

Compensation
6,306

 
3,989

Net operating loss carryforward
17

 
68

Securities available for sale
—

 
—

Other real estate owned
1,231

 
3,223

Core deposit intangible and other fair value adjustments
7,303

 
11,068

Excess tax basis of FDIC indemnification asset and clawback liability
2,514

 
611

Excess tax basis of loans acquired over carrying value
12,896

 
5,004

Other
4,580

 
2,232

Total deferred tax assets
61,852

 
49,607

Deferred tax liabilities:
 
 
 
Goodwill and other intangibles
(11,555
)
 
(10,504
)
Securities available for sale
(3,398
)
 
(1,436
)
Premises and equipment
(7,758
)
 
(3,908
)
Excess carrying value of FDIC indemnification asset and clawback liability
—

 
—

Other
(795
)
 
(1,289
)
Total deferred tax liabilities
(23,506
)
 
(17,137
)
Net deferred tax assets
$
38,346

 
$
32,470

The Company was required to file a consolidated income tax return with NAI until its dissolution in October 2014. At September 30, 2016 the Company had an income tax receivable from the IRS of $0.2 million and an income tax payable of $1.6 million to National Americas Holdings, LLC (the parent company of NAI prior to its dissolution), the net of which is included in other assets on the consolidated balance sheets. At September 30, 2015, the Company had an income tax receivable from the IRS of $4.9 million and an income tax payable of $1.6 million.
Management has determined a valuation reserve is not required for the deferred tax assets as of September 30, 2016 and 2015 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.
Due to the HF Financial acquisition, the Company maintains an unrecaptured tax bad debt reserve of approximately $4.8 million related to HF Financial’s pre-1987 tax bad debt reserve for which no deferred federal income tax liability has been recognized. These amounts represent an allocation of income to bad debt deductions for tax purposes only. If the Bank no longer qualifies as a bank, or in the event of a liquidation of the Bank, income would be created for tax purposes only, which would be subject to the then


148



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

current corporate income tax rate. The unrecorded deferred income tax liability on the above amount for financial statement purposes is approximately $1.8 million.
Uncertain tax positions were not significant at September 30, 2016 or 2015.
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 2012. 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.
20. Employee Benefit Plans
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 $4.7 million, $4.0 million and $3.6 million to the Plan for the years ended September 30, 2016, 2015 and 2014, respectively.
Defined Benefit Plan
The Company acquired a noncontributory (cash balance) defined benefit pension plan from HF Financial which covers employees of HF Financial and its wholly-owned subsidiaries. Effective July 1, 2015, the plan was frozen which eliminates future contributions for qualified individuals. The plan has not been terminated, so the plan continues to exist with related benefit obligations and plan assets for those vested within the plan.
The following table sets forth the pension plan funded status, using the valuation date of September 30, 2016:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Changes in benefit obligations:
 
 
 
Benefit obligations, beginning of year
$
—

 
$
—

Acquired in HF Financial acquisition
8,642

 
—

Service cost
21

 
—

Interest cost
176

 
—

Benefits paid
(2,677
)
 
—

Plan changes
—

 
—

Assumption changes
265

 
—

Actuarial loss
(72
)
 
—

Benefit obligations, end of year
$
6,355

 
$
—

 
 
 
 
Changes in plan assets:
 
 
 
Fair value of plan assets, beginning of year
$
—

 
$
—

Acquired in HF Financial acquisition
5,642

 
—

Actual return on plan assets
226

 
—

Company contributions
168

 
—

Benefits paid
(2,677
)
 
—

Fair value of plan assets, end of year
$
3,359

 
$
—

Funded status(1)
$
(2,996
)
 
$
—

 
 
 
 
(1) Amounts included in other liabilities in the consolidated balance sheets.


149



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Information relative to the components of net periodic benefit cost measured at/or for the fiscal years ended September 30, 2016, 2015 and 2014 for the defined benefit plan is presented below:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Net periodic benefit cost
 
 
 
 
 
Service cost
$
21

 
$
—

 
$
—

Interest cost
176

 
—

 
—

Expected return on plan assets
(190
)
 
—

 
—

Amortization of prior losses
50

 
—

 
—

Net periodic benefit cost
$
57

 
$
—

 
$
—

The weighted-average assumptions used to determine benefit obligations are as follows as of September 30,:
 
2016
 
2015
Discount rate - pre-retirement
3.57
%
 
—
%
Discount rate - post-retirement
3.57
%
 
—
%
Rate of compensation increase(1)
N/A

 
N/A

 
 
 
 
(1) Effective July 1, 2015, the plan was frozen whereby the rate of compensation increases, which relate to future additional contributions to the plan, are not applicable in the future.
The weighted-average assumptions used to determine net periodic benefit costs are as follows as of September 30,:
 
2016
 
2015
 
2014
Discount rate - pre-retirement
3.57
%
 
—
%
 
—
%
Discount rate - post-retirement
3.57
%
 
—
%
 
—
%
Rate of compensation increase
4.00
%
 
—
%
 
—
%
Expected long-term return on plan assets
8.00
%
 
—
%
 
—
%
The assumed expected long-term rate of return on pension assets used in the calculation for 2016 pension plan expense was 8.00%. Determination of the plan's expected long-term rate of return is based on the current asset allocation of the plan, as well as the historical and expected returns on each asset class. The expected long-term rate of return reflects forward-looking economic forecasts.
The investment policy of the pension plan is designed for growth in principal, within limits designated to safeguard against significant losses within the portfolio. The target allocation percentage ranges established, which may change from time to time, by investment category are detailed in the table below. Management believes there are no significant concentrations of risk with in the plan asset portfolio as of September 30, 2016.
 
Fair Value
 
Actual Asset Mix as a % of Market Value
 
Target Asset Mix as a % of Market Value
 
 
(dollars in thousands)
 
Equities
$
2,200

 
65.50
%
 
55.00
%
(1) 
Fixed
1,130

 
33.63
%
 
30.00
%
(2) 
Other
—

 
—
%
 
10.00
%
(3) 
Cash and cash equivalents
29

 
0.87
%
 
5.00
%
(2) 
     Total pension plan assets
$
3,359

 
100.00
%
 
100.00
%
 
 
 
 
 
 
 
 
(1) Includes a plus/minus range of 10.0%
(2) Includes a plus/minus range of 5.0%
(3) Maximum allocation of 10.0%


150



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The following table shows the fair values of the Company's pension plan assets by asset category at September 30, 2016. Information about the valuation techniques and inputs used to measure fair value is provided in Note 25 Fair Value Measurements.
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
Cash and cash equivalents
$
29

 
$
29

 
$
—

 
$
—

Equity securities:
 
 
 
 
 
 
 
  Domestic fund
1,499

 
1,499

 
—

 
—

  International fund
551

 
551

 
—

 
—

  Emerging markets fund
150

 
150

 
—

 
—

Fixed income securities:
 
 
 
 
 
 
 
  International fixed income fund
310

 
310

 
—

 
—

  Taxable fixed income fund
820

 
820

 
—

 
—

     Total pension plan assets
$
3,359

 
$
3,359

 
$
—

 
$
—

The Company does not anticipate funding any contributions for fiscal year 2017.
The following estimated future benefit payments are expected to be paid during the fiscal years ended September 30:
 
(dollars in thousands)
2017
$
323

2018
434

2019
506

2020
304

2021
701

2022 though 2026
1,996

Total
$
4,264

21. Stock-Based Compensation
On September 26, 2014, the Board of Directors adopted, and on October 10, 2014 NAB, at that time our controlling 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”), collectively ("the Plans"), which provide for the issuance of restricted share units and performance based share units to certain officers, employees and directors of the Company. The Plans were primarily established to enhance the Company’s ability to attract, retain and motivate employees. The Company’s Board of Directors, the Compensation Committee of the Board of Directors ("Compensation Committee"), or executive management upon delegation of the Compensation Committee has exclusive authority to select the employees and others, including directors, to receive the awards and to establish the terms and conditions of each award made pursuant to the Company’s stock-based compensation plans.
Stock units issued under the Company’s restricted and performance based stock plans may not be sold or otherwise transferred until the vesting period (typically 3 years) has been met and/or performance objectives have been obtained. During the vesting periods, participants do not have voting rights and dividends are accumulated until the time upon which the award vests. Upon specified events, as defined in the Plans, stock unit awards that have not vested and/or performance hurdles that have not been met will be forfeited.
Based on the substantive terms of each award, restricted and performance-based awards are classified as equity awards and accounted for under the Treasury method. The fair value of equity-classified awards is based on the market price of the stock on the measurement date and is amortized as compensation expense on a straight-line basis over the vesting or performance period.
Stock based compensation is recognized based on the number of awards that are ultimately expected to vest. Forfeitures are estimated based on historical turnover experience of qualified employees. For performance-based stock awards, an estimate is made of the number of shares expected to vest as a result of actual performance against the performance targets to determine the amount of compensation expense to be recognized. The estimate is reevaluated quarterly and total compensation expense is adjusted for any


151



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

change in the current period. Stock-based compensation expense is included in salaries and employee benefits expense in the consolidated statements of comprehensive income. For the years ended September 30, 2016, 2015 and 2014 stock compensation expense was $3.5 million, $1.2 million and $0.0 million respectively. Related income tax benefits recognized for the years ended September 30, 2016, 2015 and 2014 were $1.3 million, $0.5 million and $0.0 million, respectively. There was no stock-based compensation plan in effect for 2014.
The following is a summary of the Plans’ restricted share and performance-based stock award activity as of September 30, 2016 and 2015:
 
September 30, 2016
 
September 30, 2015
 
Common Shares
 
Weighted-Average Grant Date Fair Value
 
Common Shares
 
Weighted-Average Grant Date Fair Value
Restricted Shares
 
 
 
 
 
 
 
Restricted shares, beginning of fiscal year
80,446

 
$
18.18

 
—

 
$
—

Granted
113,543

 
30.95

 
81,419

 
18.18

Vested and issued
(25,729
)
 
18.11

 
—

 
—

Forfeited
(7,925
)
 
25.09

 
(973
)
 
18.00

Canceled
—

 
—

 
—

 
—

Restricted shares, end of fiscal year
160,335

 
$
26.89

 
80,446

 
$
18.18

 
 
 
 
 
 
 
 
Vested, but not issuable at end of fiscal year
24,480

 
$
26.14

 
12,221

 
$
18.00

 
 
 
 
 
 
 
 
Performance Shares
 
 
 
 
 
 
 
Performance shares, beginning of fiscal year
211,026

 
$
18.00

 
—

 
$
—

Granted
43,371

 
30.78

 
221,294

 
18.00

Vested and issued
(55
)
 
18.00

 
—

 
—

Forfeited
(18,157
)
 
18.83

 
(10,268
)
 
18.00

Canceled
—

 
—

 
—

 
—

Performance shares, end of fiscal year
236,185

 
$
20.28

 
211,026

 
$
18.00

The number of performance shares granted is reflected in the above table at the 100% target performance level. The actual performance-based award payouts will vary based on the achievement of the pre-established targets and can range from 0% to 150% of the target amount. The outstanding number of performance shares reflected in the table represents the number of shares expected to be awarded based on estimated achievement of the GWB goals as of year end. However, at September 30, 2016, the maximum number of performance-based shares that could be issued if performance is attained at 150% of target based on the grants made to date was approximately 354,278 shares.
As of September 30, 2016, there was $4.4 million of unrecognized compensation cost related to nonvested restricted stock awards expected to be recognized over a period of 2.2 years. The fair value of the vested awards at September 30, 2016, was $0.8 million.
22. Regulatory Matters
The Company and the Bank 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 undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. On January 1, 2015, the Company became subject to Basel III rules, which include transition provisions through January 1, 2019.


152



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The rules include new risk-based capital and leverage ratios and revise the definition of what constitutes "capital" for purposes of calculating those ratios. The minimum capital level requirements applicable to the Company are now: (i) a Tier 1 capital ratio of 6.0%; (ii) a total capital ratio of 8.0%; (iii) a Tier 1 leverage capital ratio of 4.0%; and (iv) a common equity Tier 1 capital ratio of 4.5%. The rules also established a "capital conservation buffer" of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and results in the following minimum ratios: (i) a Tier 1 capital ratio of 8.5%; (ii) a total capital ratio of 10.5%; and (iii) a common equity Tier 1 capital ratio of 7.0%. The capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.
The Company met all capital adequacy and net worth requirements to which they are subject as of September 30, 2016 and 2015.
As of September 30, 2016, the most recent notification from the regulatory agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the institution 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 the most recent notification that management believes have changed the Bank's 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, 2016 and 2015, the Bank met these requirements.
Capital amounts and ratios are presented in the following table:
 
Actual
 
For Capital Adequacy
Purposes
 
To Be Well Capitalized Under
Prompt Corrective Action
Provisions
 
Amount
 
Ratio
 
  Amount  
 
  Ratio   
 
    Amount    
 
    Ratio    
 
(dollars in thousands)
As of September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
Tier 1 risk based capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,001,873

 
11.1
%
 
$
541,553

 
6.0
%
 
N/A

 
N/A

Bank
1,023,386

 
11.3
%
 
543,391

 
6.0
%
 
$
724,521

 
8.0
%
Total risk based capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
1,101,997

 
12.2
%
 
722,621

 
8.0
%
 
N/A

 
N/A

Bank
1,088,511

 
12.0
%
 
725,674

 
8.0
%
 
907,093

 
10.0
%
Tier 1 leverage capital (to
average assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
1,001,873

 
9.5
%
 
421,841

 
4.0
%
 
N/A

 
N/A

Bank
1,023,386

 
9.7
%
 
422,015

 
4.0
%
 
527,519

 
5.0
%
Common Equity Tier 1 risk based capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
924,718

 
10.2
%
 
407,964

 
4.5
%
 
N/A

 
N/A

Bank
$
1,023,386

 
11.3
%
 
$
407,543

 
4.5
%
 
$
588,673

 
6.5
%
 
 
 
 
 
 
 
 
 
 
 
 


153



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

 
Actual
 
For Capital Adequacy
Purposes
 
To Be Well Capitalized Under
Prompt Corrective Action
Provisions
 
Amount
 
Ratio
 
  Amount  
 
  Ratio   
 
    Amount    
 
    Ratio    
 
(dollars in thousands)
As of September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Tier 1 risk based capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
825,211

 
10.9
%
 
$
456,338

 
6.0
%
 
N/A

 
N/A

Bank
850,464

 
11.2
%
 
455,606

 
6.0
%
 
$
607,474

 
8.0
%
Total risk based capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
917,446

 
12.1
%
 
608,084

 
8.0
%
 
N/A

 
N/A

Bank
907,700

 
12.0
%
 
607,665

 
8.0
%
 
759,582

 
10.0
%
Tier 1 leverage capital (to
average assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
825,211

 
9.1
%
 
361,538

 
4.0
%
 
N/A

 
N/A

Bank
850,464

 
9.4
%
 
361,131

 
4.0
%
 
451,414

 
5.0
%
Common Equity Tier 1 risk based capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
769,128

 
10.1
%
 
342,004

 
4.5
%
 
N/A

 
N/A

Bank
$
850,464

 
11.2
%
 
$
341,704

 
4.5
%
 
$
493,573

 
6.5
%
23. 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, 2016 and 2015, is as follows:
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Commitments to extend credit
$
2,158,041

 
$
2,156,243

Letters of credit
61,802

 
52,571

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.


154



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Asset Sales
The Bank regularly transfers financial assets as part of its mortgage banking activities. Transfers are recorded as sales when the criteria for surrender of control are met. 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 $2.6 million and $1.9 million loans repurchased for the year ended September 30, 2016 and 2015, respectively. Incurred losses related to these repurchased loans and guaranteed loans as of September 30, 2016 and 2015, 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, southeastern North Dakota, central Minnesota 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 and lease losses.
Lease Commitments
The Company leases several branch locations under terms of operating lease agreements expiring through March 31, 2034. The Company has the option to renew these leases for periods that range from 1 to 10 years. Total rent expense for these leases for the years ended September 30, 2016, 2015 and 2014, was $5.1 million, $4.8 million and $5.2 million, respectively.
Approximate future minimum rental payments for operating leases in excess of one year in subsequent fiscal years are as follows:
 
(dollars in thousands)
2017
$
5,103

2018
4,608

2019
3,940

2020
3,260

2021
2,000

2022 and thereafter
6,978

Total
$
25,889

Contingencies
From time to time the Company is a party to various litigation matters and subject to various regulatory matters that arise in the ordinary course of our business. The Company establishes reserves for such matters when potential losses become probable and can be reasonably estimated. The Company believes the ultimate resolution of existing litigation and regulatory matters will not have a material adverse effect on our financial condition, results of operations or cash flows.  However, changes in circumstances or additional information could result in additional accruals or resolution of these matters in excess of established accruals, which could adversely affect our financial condition, results of operations or cash flows, potentially materially.
24. 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, 2016 and 2015.
Prior to the initial public offering of shares of its common stock in October 2014, the Company was an indirect wholly-owned subsidiary of NAB. NAB sold 18.4 million shares, representing 31.8% of the Company's common stock, in the initial public offering. On May 6, 2015, NAB sold 23.0 million shares of the Company's common stock, representing 39.7% of the Company's


155



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

common stock, in the second stage of its planned divestment. After completion of the May 6, 2015 offering, NAB beneficially owned 28.5% of the Company's outstanding common stock. On July 31, 2015, NAB sold all of its remaining shares of the Company's common stock in a secondary public offering of 13,819,596 shares and a concurrent share repurchase transaction in which the Company acquired 2,666,518 shares from NAB to fully divest its ownership.
On July 31, 2015, in conjunction with the final sell down of the Company from NAB, the Company repaid $35.8 million of outstanding subordinated capital notes and $5.5 million of outstanding revolving lines of credit with NAB with a combination of available cash and the proceeds of a $35.0 million private placement of subordinated debt.
Interest paid to related parties for notes payable as discussed above was $0.0 million, $0.8 million and $0.9 million for the years ended September 30, 2016, 2015 and 2014, respectively.
In connection with the IPO, the Company and NAB entered into a Transitional Services Agreement which governs the continued provision of certain services to us by NAB or its affiliates for the applicable transition period. These services included acting as a counterparty to us on specified interest rate swaps consistent with past practice and providing fair value calculations related to specified loans and interest rate swaps, access to certain reporting systems and applications, certain risk, credit rating and tax oversight currently provided to us by a branch of NAB and certain insurance coverage under NAB’s group-wide insurance policies. Payments under this agreement were approximately $0.0 million, $0.2 million and $0.2 million for the years ended September 30, 2016 , 2015 and 2014, respectively. NAB agreed to continue to act as a counterparty to us on previously contracted interest rate swaps and provide fair value calculations related to specified loans and interest rate swaps consistent with past practice, and certain insurance coverage under NAB’s group-wide insurance policies until October 1, 2016.
NAB has provided the Company’s employees with restricted shares of NAB stock subsequent to meeting short- and long-term incentive goals. A payable was recorded between the Company and NAB based on the value and vesting schedule of issued shares. Final vesting of the shares occurs in December 2017. The liability included in accrued expenses on the consolidated balance sheets was $0.1 million and $0.1 million at September 30, 2016 and 2015, respectively. The expense related to the restricted shares was $0.1 million, $0.1 million and $2.1 million for the years ended September 30, 2016, 2015 and 2014, respectively, and was included within salaries and employee benefits on the consolidated statements of comprehensive income.
Prior to the initial public offering, 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 was a NAB employee and the Head of Credit-Agribusiness was 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 continued 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 $0.0 million, $0.4 million and $0.4 million for the years ended September 30, 2016, 2015 and 2014, 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 the years ended September 30, 2016, 2015 and 2014, the Company paid NAB approximately $0.0 million, $0.2 million and $0.2 million, respectively, 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 $0.0 million, $0.9 million and $1.9 million for the years ended September 30, 2016, 2015 and 2014, respectively.
The Company’s Chief Executive Officer’s son owned 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 standard terms for similar lease arrangements. The interest was sold in April 2015. Payments under this lease totaled approximately $0.0 million, $0.1 million and $0.2 million for the years ended September 30, 2016, 2015 and 2014, respectively.


156



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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 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.
25. Fair Value Measurements
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.
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 and U.S. Agency 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 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 by the Company's Swap Dealers 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 the Company's Swap Dealers 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 swap counterparties for interest rate derivative contracts that are in a liability position, thus a credit risk adjustment on interest rate swaps is not warranted.


157



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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, 2016 and September 30, 2015:
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
As of September 30, 2016
 
 
 
 
 
 
 
U.S. Treasury securities
$
230,980

 
$
230,980

 
$
—

 
$
—

U.S. Agency securities
—

 
—

 
—

 
—

Mortgage-backed securities
1,024,838

 
—

 
1,024,838

 
—

States and political subdivision securities
55,484

 
—

 
54,169

 
1,315

Corporate debt securities
5,022

 
—

 
5,022

 
—

Other
1,062

 
—

 
1,062

 
—

Total securities available for sale
$
1,317,386

 
$
230,980

 
$
1,085,091

 
$
1,315

Derivatives-assets
$
66

 
$
—

 
$
66

 
$
—

Derivatives-liabilities
81,515

 
—

 
81,515

 
—

Fair value loans and written loan commitments
1,131,111

 
—

 
1,131,111

 
—

 
 
 
 
 
 
 
 
As of September 30, 2015
 
 
 
 
 
 
 
U.S. Treasury securities
$
254,797

 
$
254,797

 
$
—

 
$
—

U.S. Agency securities
75,055

 
75,055

 
—

 
—

Mortgage-backed securities
989,600

 
—

 
989,600

 
—

States and political subdivision securities
1,850

 
—

 
15

 
1,835

Corporate debt securities
4,983

 
—

 
4,983

 
—

Other
1,042

 
—

 
1,042

 
—

Total securities available for sale
$
1,327,327

 
$
329,852

 
$
995,640

 
$
1,835

Derivatives-assets
$
95

 
$
—

 
$
95

 
$
—

Derivatives-liabilities
53,613

 
—

 
53,613

 
—

Fair value loans and written loan commitments
1,118,687

 
—

 
1,118,687

 
—

The following table presents the changes in Level 3 financial instruments for the years ended September 30, 2016, 2015 and 2014:
 
September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Balance, beginning of year
$
1,835

 
$
2,029

 
$
2,243

Additions
15

 
—

 
—

Principal paydown
(235
)
 
(195
)
 
(214
)
Unrealized gain/(loss) included in other comprehensive income
—

 
1

 
—

Realized loss on securities
(300
)
 
—

 
—

Balance, end of year
$
1,315

 
$
1,835

 
$
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.


158



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

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.
Loan Servicing Rights
Fair value is determined at a tranche level, based on market prices for comparable mortgage servicing contracts (Level 3), when available, or alternatively based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income and that can be validated against market data (Level 3).
Property Held for Sale
This real estate property is carried in premises and equipment as property held for sale at fair value based upon the appraised value of the property.
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, 2016 and 2015:
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
(dollars in thousands)
As of September 30, 2016
 
 
 
 
 
 
 
Other real estate owned
$
6,911

 
$
—

 
$
—

 
$
6,911

Impaired loans
190,743

 
—

 
—

 
190,743

Loans held for sale, at lower of cost or fair value
12,918

 
—

 
12,918

 
—

Loan servicing rights
5,781

 
—

 
—

 
5,781

Property held for sale
8,112

 
—

 
—

 
8,112

 
 
 
 
 
 
 
 
As of September 30, 2015
 
 
 
 
 
 
 
Other real estate owned
$
8,826

 
$
—

 
$
—

 
$
8,826

Impaired loans
168,017

 
—

 
—

 
168,017

Loans held for sale, at lower of cost or fair value
9,867

 
—

 
9,867

 
—

Loan servicing rights
—

 
—

 
—

 
—

Property held for sale
—

 
—

 
—

 
—



159



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The valuation techniques and significant unobservable inputs used to measure Level 3 fair value measurements at September 30, 2016 were as follows:
 
Fair Value of Assets / (Liabilities) at September 30, 2016
 
Valuation
Technique(s)
 
Unobservable
Input
 
Range
 
Weighted
Average
 
(dollars in thousands)
Other real estate owned
$
6,911

 
Appraisal value
 
Property specific adjustment
 
N/A
 
N/A
Impaired loans
$
190,743

 
Appraisal value
 
Property specific adjustment
 
N/A
 
N/A
Loan servicing rights
$
5,781

 
Discounted cash flows
 
Constant prepayment rate
Discount rate
 
12.5% - 22.1%
9.5 - 15.7%
 
16.0%
11.9%
Property held for sale
$
8,112

 
Appraisal value
 
Property specific adjustment
 
N/A
 
N/A
Disclosures about 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 cash equivalents, 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, 2016 and 2015, are as follows:
 
 
 
September 30, 2016
 
September 30, 2015
 
Level in
Fair Value
Hierarchy
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
 
 
(dollars in thousands)
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
524,611

 
$
524,611

 
$
237,770

 
$
237,770

Loans, net excluding fair valued loans and loans
held for sale
Level 3
 
7,473,973

 
7,433,851

 
6,139,444

 
6,120,262

Accrued interest receivable
Level 2
 
49,531

 
49,531

 
44,077

 
44,077

Cash surrender value of life insurance policies
Level 2
 
29,166

 
29,166

 
6,800

 
6,800

Federal Home Loan Bank stock
Level 2
 
47,025

 
47,025

 
35,745

 
35,745

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Deposits
Level 2
 
$
8,604,790

 
$
8,603,708

 
$
7,387,065

 
$
7,385,894

FHLB advances and other borrowings
Level 2
 
871,037

 
874,763

 
581,000

 
584,261

Securities sold under repurchase agreements
Level 2
 
141,688

 
141,688

 
185,271

 
185,271

Accrued interest payable
Level 2
 
4,074

 
4,074

 
4,006

 
4,006

Subordinated debentures and subordinated notes payable
Level 2
 
111,873

 
112,826

 
90,727

 
91,305



160



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The following methods and assumptions were used in estimating the fair value of financial instruments that were not previously disclosed:
Cash and cash equivalents: 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.
Cash Surrender Value of Life Insurance Policies: Fair value is equal to the cash surrender value of the life insurance policies.
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 2 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.
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 and Subordinated Notes Payable: The fair value of subordinated debentures and subordinated notes payable is estimated using discounted cash flow analysis, based on current incremental debt rates. Subordinated debentures and subordinated notes payable have been categorized as a Level 2 fair value measurement.
26. Earnings per Share
Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding outstanding non-vested restricted stock awards. Diluted earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding determined for the basic earnings per share calculation plus the dilutive effect of stock compensation using the treasury stock method.


161



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

The following information was used in the computation of basic earnings per share (EPS) for the years ended September 30, 2016, 2015 and 2014.
 
2016
 
2015
 
2014
 
(dollars in thousands, except per share data)
Net income
$
121,253

 
$
109,065

 
$
104,952

 
 
 
 
 
 
Weighted average common shares outstanding
56,563,438

 
57,455,693

 
57,886,114

Dilutive effect of stock based compensation
165,912

 
45,185

 
—

Weighted average common shares outstanding for diluted earnings per share calculation
56,729,350

 
57,500,878

 
57,886,114

 
 
 
 
 
 
Basic earnings per share
$
2.14

 
$
1.90

 
$
1.81

Diluted earnings per share
$
2.14

 
$
1.90

 
$
1.81

The Company had 36,696 and 30,909 shares of unvested performance stock as of September 30, 2016 and 2015, respectively, that were not included in the computation of diluted earnings per common share because performance conditions for vesting had not been met. The Company had 54,207 and 58,463 shares of anti-dilutive stock awards outstanding as of September 30, 2016 and 2015, respectively.
27. Parent Company Only Financial Statements
Parent company only financial information for Great Western Bancorp, Inc. is summarized as follows:
Condensed Balance Sheets
(Dollars In Thousands)
 
September 30,
 
2016
 
2015
 
(dollars in thousands)
Assets
 
 
 
Cash and cash equivalents
$
6,521

  
$
2,274

Investment in subsidiaries
1,762,070

  
1,540,682

Accrued interest receivable
8

  
2

Net deferred tax assets
855

  
852

Other assets
7,685

  
6,642

Total assets
$
1,777,139

  
$
1,550,452

Liabilities and stockholders’ equity
 
 
 
Subordinated debentures and subordinated notes payable
$
111,873

  
$
90,727

Accrued interest payable
431

  
274

Accrued expenses and other liabilities
1,444

  
105

Total liabilities
113,748

  
91,106

Stockholders’ equity
 
 
 
Common stock
587

  
552

Additional paid-in capital
1,312,347

  
1,201,387

Retained earnings
344,923

  
255,089

Accumulated other comprehensive income
5,534

 
2,318

Total stockholders’ equity
1,663,391

  
1,459,346

Total liabilities and stockholders’ equity
$
1,777,139

  
$
1,550,452



162



GREAT WESTERN BANCORP, INC.
Notes to Consolidated Financial Statements

Condensed Statements of Comprehensive Income
(Dollars In Thousands)
 
Years Ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Income
 
 
 
 
 
Dividends from subsidiary bank
$
70,582

 
$
88,647

 
$
105,000

Dividends on securities
223

 
304

 
257

Other
48

 
53

 
40

Total income
70,853

 
89,004

 
105,297

Expenses
 
 
 
 
 
Interest on related party notes payable
—

 
771

 
921

Interest on subordinated debentures and subordinated notes payable
3,737

 
1,557

 
1,315

Salaries and employee benefits
3,723

 
1,547

 
661

Professional fees
378

 
722

 
1,080

Acquisition expenses
1,010

 
—

 
—

Other
2,512

 
2,224

 
1,834

Total expense
11,360

 
6,821

 
5,811

Income before income tax and equity in undistributed net income of subsidiaries
59,493

 
82,183

 
99,486

Income tax benefit
(3,414
)
 
(2,850
)
 
(1,993
)
Income before equity in undistributed net income of subsidiaries
62,907

 
85,033

 
101,479

Equity in undistributed net income of subsidiaries
58,346

 
24,032

 
3,473

Net income
$
121,253

 
$
109,065

 
$
104,952

Condensed Statements of Cash Flows
(Dollars In Thousands)
 
Years Ended September 30,
 
2016
 
2015
 
2014
 
(dollars in thousands)
Operating Activities
 
 
 
 
 
Net income
$
121,253

 
$
109,065

 
$
104,952

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
36

 
12

 
—

Stock-based compensation
3,517

 
1,236

 
—

Deferred income taxes
3

 
(5,351
)
 
(7,478
)
Changes in:
 
 
 
 
 
Accrued interest receivable
(3
)
 
—

 
—

Other assets
(187
)
 
2,510

 
7,052

Accrued interest and other liabilities
225

 
264

 
(10
)
Equity in undistributed net income of subsidiaries
(58,346
)
 
(24,032
)
 
(3,473
)
Net cash provided by operating activities
66,498

 
83,704

 
101,043

Investing activities
 
 
 
 
 
Business acquisitions, net of cash acquired
(30,832
)
 
—

 
—

Net cash used in investing activities
(30,832
)
 
—

 
—

Financing Activities
 
 
 
 
 
Proceeds from issuance of subordinated notes payable, net
—

 
34,632

 
—

Payment of related party notes payable
—

 
(41,295
)
 
—

Common stock repurchased
—

 
(60,000
)
 
—

Dividends paid
(31,419
)
 
(20,520
)
 
(102,000
)
Net cash used in financing activities
(31,419
)
 
(87,183
)
 
(102,000
)
Net increase (decrease) in cash and cash equivalents
4,247

 
(3,479
)
 
(957
)
Cash and cash equivalents, beginning of year
2,274

 
5,753

 
6,710

Cash and cash equivalents, end of year
$
6,521

 
$
2,274

 
$
5,753



163



ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), to ensure that information required to be disclosed in 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 management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report.
Report Regarding Internal Controls
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission (2013 Framework).
Based on our evaluation under the 2013 framework, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this report. Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included within this report, has issued an attestation report on the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. Ernst & Young LLP’s attestation report is set forth below.
Attestation Report of the Independent Registered Public Accounting Firm
Our internal control over financial reporting as of September 30, 2016 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report set forth below.
Change in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


164




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
Great Western Bancorp, Inc.

We have audited Great Western Bancorp, Inc.’s (the “Company”) internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). Great Western Bancorp, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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 the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Great Western Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2016 consolidated financial statements of Great Western Bancorp, Inc., and our report dated November 29, 2016 expressed an unqualified opinion thereon.



/s/ Ernst & Young LLP
Minneapolis, Minnesota
November 29, 2016



165



ITEM 9B.
OTHER INFORMATION
Not applicable.
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, 2016, 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, 2016, 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, 2016, 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 Plans” 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, 2016, 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, 2016, the end of our fiscal year.
PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1)    The following financial statements are included under a separate caption "Financial Statements and Supplementary Data" in Part II, Item 8 of this Annual Report on the Form 10-K and are incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - September 30, 2016 and 2015
Consolidated Statements of Comprehensive Income - For the Years Ended September 30, 2016, 2015 and 2014
Consolidated Statements of Changes in Stockholders' Equity - For the Years Ended September 30, 2016, 2015 and 2014
Consolidated Statements of Cash Flows - For the Years Ended September 30, 2016, 2015 and 2014
Notes to Consolidated Financial Statements


166




(2)    Financial statement schedules are omitted either because they are not required or are not applicable, or because the required information is included 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. Management contracts and compensatory plans or arrangements are specifically identified in the Index to Exhibits.



167



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: November 29, 2016
By:  /s/_Ken Karels_________________________            Name: Ken Karels
Title: President and Chief Executive Officer

























168



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, 2016, 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 29th day of November, 2016.
Signatures
Title
 
 
/s/ Ken Karels
 
Ken Karels
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
 
/s/ Andrew Hove
 
Andrew Hove
Chairman
 
 
/s/ James Brannen
 
James Brannen
Director
 
 
/s/ Frances Grieb
 
Frances Grieb
Director
 
 
/s/ Thomas Henning
 
Thomas Henning
Director
 
 
/s/ Stephen Lacy
 
Stephen Lacy
Director
 
 
/s/ Daniel Rykhus
 
Daniel Rykhus
Director
 
 
/s/ James Spies
 
James Spies
Director
 
 
/s/ James Israel
 
James Israel
Director
 
 
/s/ Peter Chapman
 
Peter Chapman
Chief Financial Officer and Executive Vice President
(Principal Financial Officer and Principal Accounting Officer)



169




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))
 
 
2.2
Agreement and Plan of Merger, dated October 8, 2014, between Great Western Bancorp, Inc. and Great Western Bancorporation, Inc. (incorporated by reference to Exhibit 2.2 to Quarterly Report on Form 10-Q filed by Great Western Bancorp, Inc. on February 12, 2015)
 
 
2.3
Stock Purchase Agreement, dated October 8, 2014, between National Americas Investment, Inc. and Great Western Bancorp, Inc. (incorporated by reference to Exhibit 2.3 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))
 
 
2.4
Agreement and Plan of Merger, dated November 30, 2015, between Great Western Bancorp, Inc. and HF Financial Corp. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K/A filed by Great Western Bancorp, Inc. on December 1, 2015)
 
 
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
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
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
 
 
4.2
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))
 
 
4.3
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))
 
 
4.4
First Supplemental Indenture dated October 17, 2014, between Great Western Bancorporation, Inc., Great Western Bancorp, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
4.5
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))
 
 
4.6
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))
 
 
4.7
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))
 
 


170




Number
Description
 
 
4.8
First Supplemental Indenture, dated as of October 17, 2014, among Great Western Bancorporation, Inc., Great Western Bancorp, Inc. and U.S. Bank National Association, successor to LaSalle Bank National Association (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
4.9
First Supplemental Indenture, among Great Western Bancorporation, Inc., Great Western Bancorp, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 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))
 
 
4.10
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))
 
 
4.11
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))
 
 
4.12
Guarantee Agreement, dated as of June 1, 2005, between Sunstate Bancshares, Inc. and JPMorgan Chase 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))
 
 
4.13
First Supplemental Indenture, dated as of May 10, 2007, between Great Western Bancorporation, Inc. and The Bank of New York Trust Company, National Association (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))
 
 
4.14
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 (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
4.15
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))
 
 
4.16
Amended and Restated Credit Agreement, dated October 17, 2014, between Great Western Bancorporation, Inc. and National Australia Bank Limited (incorporated by reference to Exhibit 4.11 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
4.17
Termination of Credit Agreement, dated July 31, 2015, between Great Western Bancorp, Inc. and National Australia Bank Limited (incorporated by reference to Exhibit 4.17 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed by Great Western Bancorp, Inc. on December 11, 2015)
 
 
4.18
Subordinated Note of Great Western Bancorporation, Inc., dated 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))
 
 
4.19
Assumption of Subordinated Note Due June 3, 2018, dated October 17, 2014, between Great Western Bancorp, Inc. and Great Western Bancorporation, Inc. (incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 


171




Number
Description
 
 
4.20
Termination of Subordinated Note of Great Western Bancorp, Inc., dated July 31, 2015, between Great Western Bancorp, Inc. and National Australia Bank Limited (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed by Great Western Bancorp, Inc. on December 11, 2015)
 
 
4.21
Subordinated Note Purchase Agreement, dated July 31, 2015, between Great Western Bancorp, Inc. and the Note Purchasers identified on Schedule I thereto, and any assignees thereof, including the form of Subordinated Note issued to each of such Purchasers (incorporated by reference to Exhibit 4.19 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed by Great Western Bancorp, Inc. on December 11, 2015)
 
 
4.22
First Supplemental Indenture, dated as of May 13, 2016, among Great Western Bancorp, Inc., HF Financial Corp., and Wilmington Trust Company, as Trustee (relating to the HF Financial Capital Trust III trust preferred securities) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Great Western Bancorp, Inc. on May 16, 2016)
 
 
4.23
First Supplemental Indenture, dated as of May 13, 2016, among Great Western Bancorp, Inc., HF Financial Corp., and Wilmington Trust Company, as Trustee (relating to the HF Financial Capital Trust IV trust preferred securities) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Great Western Bancorp, Inc. on May 16, 2016)
 
 
4.24
First Supplemental Indenture, dated as of May 13, 2016, among Great Western Bancorp, Inc., HF Financial Corp., and Wilmington Trust Company, as Trustee (relating to the HF Financial Capital Trust VI trust preferred securities) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Great Western Bancorp, Inc. on May 16, 2016)
 
 
4.25
First Supplemental Indenture, dated as of May 13, 2016, among Great Western Bancorp, Inc., HF Financial Corp., and Wilmington Trust Company, as Trustee (relating to the HF Financial Capital Trust V trust preferred securities) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Great Western Bancorp, Inc. on May 16, 2016)
 
 
10.1
Stockholder Agreement, dated October 20, 2014, between National Australia Bank Limited and Great Western Bancorp, Inc. (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
10.2
Transitional Services Agreement, dated October 20, 2014, between National Australia Bank Limited and Great Western Bancorp, Inc. (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
10.3
First Amendment to the Transitional Services Agreement, dated November 15, 2014, between National Australia Bank Limited and Great Western Bancorp, Inc. (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
10.4 *
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 Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
 
 
10.5 *
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 Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
 
 
10.6 *
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 Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
 
 


172




Number
Description
 
 
10.7 *
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))
 
 
10.8 *
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))
 
 
10.9 *
Great Western Bancorp, Inc. Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
10.10 *
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))
 
 
10.11 *
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))
 
 
10.12 *
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))
 
 
10.13 *
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))
 
 
10.14
Credit Agreement, dated July 31, 2015, between Great Western Bancorp, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.18 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed by Great Western Bancorp, Inc. on December 11, 2015)
 
 
10.15 *
Great Western Bancorp, Inc. Clawback Policy (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Great Western Bancorp, Inc. on August 1, 2016)
 
 
11.1
Statement regarding Computation of Per Share Earnings (included as Note 26 to the registrant's audited consolidated financial statements)
 
 
21.1
Subsidiaries of Great Western Bancorp, Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed by Great Western Bancorp, Inc. on December 12, 2014)
 
 
23.1 **
Consent of Ernst & Young LLP
 
 
24.1 **
Powers of Attorney (included on signature pages)
 
 
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
 
 


173




Number
Description
 
 
101.INS ***
XBRL Instance Document
 
 
101.SCH ***
XBRL Taxonomy Extension Schema Document
 
 
101.CAL ***
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF ***
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB ***
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE ***
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
*
Indicates management contract or compensatory plan
 
 
**
Filed herewith
 
 
***
Furnished, not filed



174