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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal period ended September 30, 2015
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Or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to
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Delaware
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47-1308512
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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100 North Phillips Avenue
Sioux Falls, South Dakota
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57104
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller company) |
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Smaller reporting company
o
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•
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“we,” “our,” “us” and our “company” refer to:
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◦
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Great Western Bancorporation, Inc., an Iowa corporation, and its consolidated subsidiaries, for all periods prior to the Formation Transactions; and
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◦
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Great Western Bancorp, Inc., a Delaware corporation, and its consolidated subsidiaries, for all periods after the completion of the Formation Transactions;
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•
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“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;
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•
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our “bank” refers to Great Western Bank, a South Dakota banking corporation;
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“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;
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•
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“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;
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our “states” refers to the seven states (South Dakota, Iowa, Nebraska, Colorado, Arizona, Kansas and Missouri) in which we currently conduct our business;
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•
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our “footprint” refers to the geographic markets within our states in which we currently conduct our business; and
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the “Formation Transactions” means a series of transactions completed on October 17, 2014 and undertaken in preparation for our initial public offering comprised of:
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◦
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the cash contribution by National Americas Holdings LLC to Great Western Bancorp, Inc. in an amount equal to the total stockholder's equity of Great Western Bancorporation, Inc.;
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◦
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the sale by National Americas Investment, Inc. of all outstanding capital stock of Great Western Bancorporation, Inc. to Great Western Bancorp, Inc. for an amount in cash equal to the total stockholder's equity of Great Western Bancorporation, Inc.; and
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◦
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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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•
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current and future economic and market conditions in the United States generally or in our states in particular, including the rate of growth and employment levels;
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•
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the effect of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin, our investments, and our mortgage originations, mortgage servicing rights and mortgages held for sale;
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•
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the geographic concentration of our operations, and our concentration on originating business and agribusiness loans;
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•
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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;
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declines in the market prices for agricultural products for any reason;
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our ability to effectively execute our strategic plan and manage our growth;
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•
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our ability to successfully manage our credit risk, the value of collateral and the sufficiency of our allowance for loan loss;
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our ability to attract and retain skilled employees or changes in our management personnel;
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our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business;
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changes in the demand for our products and services;
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the effectiveness of our risk management and internal disclosure controls and procedures;
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fluctuations in the values of our assets and liabilities and off-balance sheet exposures;
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our ability to attract and retain customer deposits;
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our access to sources of liquidity and capital to address our liquidity needs;
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possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations;
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our ability to identify and address cyber-security risks;
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any failure or interruption of our information and communications systems;
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•
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our ability to keep pace with technological changes;
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our ability to successfully develop and commercialize new or enhanced products and services;
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possible impairment of our goodwill and other intangible assets, or any adjustment of the valuation of our deferred tax assets;
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•
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the effects of problems encountered by other financial institutions;
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the effects of geopolitical instability, including war, terrorist attacks, and man-made and natural disasters;
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the effects of the failure of any component of our business infrastructure provided by a third party;
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the impact of, and changes in applicable laws, regulations and accounting standards and policies;
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our likelihood of success in, and the impact of, litigation or regulatory actions;
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our inability to receive dividends from our bank and to service debt, pay dividends to our common stockholders and satisfy obligations as they become due;
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•
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the incremental costs of operating as a public company;
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our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting;
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our ability to meet our obligations as a public company, including our obligations under Section 404 of Sarbanes-Oxley;
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our ability to retain service providers to perform oversight or control functions or services where needed by us that were previously performed in the past by NAB; and
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•
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damage to our reputation from any of the factors described above, in “Item 1A. Risk Factors” or in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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September 30, 2015
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Number of branches
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% of branches
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South Dakota
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23
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14.6%
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Arizona and Colorado
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28
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17.7%
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Iowa, Kansas and Missouri
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54
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34.2%
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Nebraska
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53
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33.5%
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Total
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158
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100%
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•
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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.
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Weather, disease and other perils
—Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business and the business of our borrowers. We seek to mitigate our exposure to this risk through our geographic diversification across seven states and a number of agricultural products. Federally subsidized crop insurance coverage is also available for over 120 kinds of crops, typically of 50% to 85% of a grower’s average yield, against various agriculture-related perils, including flood, drought, hail, fire, disease, insect damage, wildlife and earthquake.
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•
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Land prices
—As discussed above, we focus on cash flow lending, which helps farms to ensure that they have sufficient cash flow to service debt and support their businesses, and generally take land as collateral, which provides a secondary repayment source, with conservative advance rate guidelines in assessing collateral adequacy.
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September 30, 2015
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||||||
State
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Number of
Branches |
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Deposits
(in thousands) |
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% of Deposits
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Nebraska
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53
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$
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2,334,172
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31.6%
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Iowa, Kansas and Missouri
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54
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2,305,489
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31.2%
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South Dakota
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23
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1,529,483
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20.7%
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Arizona and Colorado
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28
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1,141,950
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15.5%
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Corporate and other
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—
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75,971
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1.0%
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Total
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158
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$
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7,387,065
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100.0%
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Name
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Age |
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Position
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Ken Karels
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59
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President, Chief Executive Officer and Director
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Peter Chapman
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42
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Chief Financial Officer and Executive Vice President
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Stephen Ulenberg
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58
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Chief Risk Officer and Executive Vice President
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Allen Shafer
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53
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Executive Vice President of Support Services
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Doug Bass
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54
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Regional President and Executive Vice President
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Bryan Kindopp
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49
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Regional President and Executive Vice President
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•
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be required to perform annual stress tests as described above in “—Dividends; Stress Testing;”
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•
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be required to establish a dedicated risk committee of our board of directors responsible for overseeing our enterprise-wide risk management policies, which must be commensurate with our capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and including as a member at least one risk management expert;
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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.”
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ITEM 1A.
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RISK FACTORS
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•
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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;
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loss of crops or livestock due to disease or other factors;
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declines in the market prices or demand for agricultural products (both domestically and internationally), for any reason;
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increases in production costs (such as the costs of labor, rent, feed, fuel and fertilizer);
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•
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adverse changes in interest rates, currency exchange rates, agricultural land values or other factors that may affect delinquency levels and credit losses on agricultural loans;
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the impact of government policies and regulations (including changes in price supports, subsidies, government-sponsored crop insurance, minimum ethanol content requirements for gasoline, tariffs, trade barriers and health and environmental regulations);
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access to technology and the successful implementation of production technologies; and
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•
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changes in the general economy that could affect the availability of off-farm sources of income and prices of real estate for borrowers.
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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;
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difficulties, inefficiencies or cost overruns in integrating and assimilating the organizational cultures, operations, technologies, services and products of the acquired business with ours;
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•
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the risk of key vendors not fulfilling our expectations or not accurately converting data;
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•
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entering geographic and product markets in which we have limited or no direct prior experience;
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•
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the potential loss of key employees;
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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 restrictively conditional.
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•
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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;
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•
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exercise its best judgment in managing, administering and collecting amounts on covered assets;
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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;
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retain sufficient staff to perform the duties under the loss-sharing agreements;
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adopt and implement accounting, reporting, record-keeping and similar systems with respect to the commercial shared-loss assets;
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comply with the terms of the modification guidelines approved by the FDIC or another federal agency for any single-family shared-loss loan;
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•
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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;
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•
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file monthly and quarterly certificates with the FDIC specifying the amount of losses, charge-offs and recoveries;
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•
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undergo periodic reviews by the FDIC and their agents to assess our bank’s operations and compliance with these requirements; and
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•
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maintain books and records sufficient to ensure and document compliance with the terms of the loss- sharing agreements.
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•
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Contractual Arrangements
. We entered into several agreements with NAB prior to the completion of our IPO that provide 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 terminated. 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 other 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.
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•
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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.
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•
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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 (i) disagreement over the desirability of a potential business or acquisition opportunity or business plans, or (ii) employee retention or recruiting.
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•
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actual or anticipated variations in our quarterly results of operations;
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•
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recommendations or research reports about us or the financial services industry in general published by securities analysts;
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•
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the failure of securities analysts to cover, or continue to cover, us;
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•
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operating and stock price performance of other companies that investors deem comparable to us;
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•
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news reports relating to trends, concerns and other issues in the financial services industry;
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•
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perceptions in the marketplace regarding us, our competitors or other financial institutions;
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•
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future sales of our common stock;
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•
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departure of our management team or other key personnel;
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•
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new technology used, or services offered, by competitors;
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•
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significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
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•
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failure to integrate acquisitions or realize anticipated benefits from acquisitions;
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•
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changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations;
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•
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litigation and governmental investigations; and
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•
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geopolitical conditions such as acts or threats of terrorism or military conflicts.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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Dividends Paid
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||||||
Fiscal Year 2015:
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||||||
First Quarter
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$
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23.25
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$
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18.00
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$
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—
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Second Quarter
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24.24
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20.15
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0.12
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Third Quarter
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25.30
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21.87
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0.12
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Fourth Quarter
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27.34
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23.08
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0.12
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Period
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(a) Total number of shares (or units) purchased
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(b) Average price paid per share (or unit)
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(c) Total number of shares (or units) purchased as part of publicly announced plans or programs (2)
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(d) Maximum number (or approximate dollar value) of shares (or units) that may yet purchased under the plans or programs
|
||||||
7/1/2015 - 7/31/15
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$
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2,666,518
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(1)
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$
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22.50
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—
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—
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8/1/2015 - 8/31/15
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—
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—
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—
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—
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9/1/15 - 9/30/15
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—
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|
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—
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—
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|
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—
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Total
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2,666,518
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$
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22.50
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—
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—
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(1)
On July 31, 2015 we repurchased 2,666,518 shares of our common stock from NAI at a price of $22.50 per share in connection with NAB's final disposition of its indirect ownership interest in us.
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As of September 30, 2015
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||
Great Western Bancorp Inc.
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|
$
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143.14
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S&P 500
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$
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104.31
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Russell 2000
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$
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105.03
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KBW Regional Bank Index
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$
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116.18
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|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
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For the quarter ended:
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||||||||||||||||||||||||||||||
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Sept. 30, 2015
|
|
June. 30, 2015
|
|
March 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
|
Dec. 31, 2013
|
||||||||||||||||
Adjusted net interest income (FTE):
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Net interest income
|
$
|
85,425
|
|
|
$
|
84,538
|
|
|
$
|
80,625
|
|
|
$
|
82,909
|
|
|
$
|
83,226
|
|
|
$
|
80,100
|
|
|
$
|
76,957
|
|
|
$
|
80,141
|
|
Add: Tax equivalent adjustment
|
1,778
|
|
|
1,704
|
|
|
1,590
|
|
|
1,504
|
|
|
1,324
|
|
|
1,200
|
|
|
1,107
|
|
|
1,032
|
|
||||||||
Net interest income (FTE)
|
87,203
|
|
|
86,242
|
|
|
82,215
|
|
|
84,413
|
|
|
84,550
|
|
|
81,300
|
|
|
78,064
|
|
|
81,173
|
|
||||||||
Add: Current realized derivative gain (loss)
|
(5,637
|
)
|
|
(5,416
|
)
|
|
(5,307
|
)
|
|
(5,282
|
)
|
|
(4,978
|
)
|
|
(4,600
|
)
|
|
(4,389
|
)
|
|
(4,288
|
)
|
||||||||
Adjusted net interest income (FTE)
|
$
|
81,566
|
|
|
$
|
80,826
|
|
|
$
|
76,908
|
|
|
$
|
79,131
|
|
|
$
|
79,572
|
|
|
$
|
76,700
|
|
|
$
|
73,675
|
|
|
$
|
76,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average interest earning assets
|
$8,693,471
|
|
$8,756,244
|
|
$8,560,477
|
|
$8,556,688
|
|
$8,181,194
|
|
$8,098,052
|
|
$8,001,112
|
|
$8,101,659
|
||||||||||||||||
Net interest margin (FTE)*
|
3.98
|
%
|
|
3.95
|
%
|
|
3.89
|
%
|
|
3.91
|
%
|
|
4.10
|
%
|
|
4.03
|
%
|
|
3.96
|
%
|
|
3.98
|
%
|
||||||||
Adjusted net interest margin (FTE)**
|
3.72
|
%
|
|
3.70
|
%
|
|
3.64
|
%
|
|
3.67
|
%
|
|
3.86
|
%
|
|
3.80
|
%
|
|
3.73
|
%
|
|
3.77
|
%
|
||||||||
* 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
|
|
For the fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||
Operating Data:
|
|
|
|
|
|
||||||
Interest and dividend income (FTE)
|
$
|
369,957
|
|
|
$
|
357,139
|
|
|
$
|
353,175
|
|
Interest expense
|
29,884
|
|
|
32,052
|
|
|
39,161
|
|
|||
Noninterest income
|
33,890
|
|
|
39,781
|
|
|
59,832
|
|
|||
Noninterest expense
|
186,794
|
|
|
200,222
|
|
|
208,590
|
|
|||
Provision for loan losses
|
19,041
|
|
|
684
|
|
|
11,574
|
|
|||
Net income
|
109,065
|
|
|
104,952
|
|
|
96,243
|
|
|||
Earnings per common share
|
$
|
1.90
|
|
|
$
|
1.81
|
|
|
$
|
1.66
|
|
|
|
|
|
|
|
||||||
Performance Ratios:
|
|
|
|
|
|
||||||
Net interest margin (FTE)
|
3.94
|
%
|
|
4.02
|
%
|
|
3.99
|
%
|
|||
Adjusted net interest margin (FTE)
(1)
|
3.68
|
%
|
|
3.79
|
%
|
|
3.81
|
%
|
|||
Return on average total assets
|
1.12
|
%
|
|
1.14
|
%
|
|
1.07
|
%
|
|||
Return on average common equity
|
7.49
|
%
|
|
7.34
|
%
|
|
6.97
|
%
|
|||
Return on average tangible common equity
(1)
|
15.4
|
%
|
|
16.6
|
%
|
|
17.5
|
%
|
|||
Efficiency ratio
(1)
|
48.0
|
%
|
|
50.4
|
%
|
|
50.6
|
%
|
|||
|
|
|
|
|
|
||||||
(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, including a reconciliation to the most directly comparable GAAP financial measure, see "—Non-GAAP Financial Measures" below.
|
•
|
net income was $
109.1 million
, an increase of $4.1 million, or 3.9% compared with fiscal year 2014, due in large part to increased net interest income and lower noninterest expenses, partially offset by higher provision expense and lower non interest income;
|
•
|
net interest margin was
3.94%
, a decrease of 8 and 5 basis points compared with fiscal years 2014 and 2013, respectively. Adjusted net interest margin was
3.68%
, a decrease of 11 and 13 basis points compared with fiscal
|
•
|
provision for loan losses was $
19.0 million
, an increase of $18.3 million compared with fiscal year 2014. The increase was driven by a $5.1 million increase in specific reserves due to the deterioration of a small number of loan relationships, an increase in management judgment about the level of incurred losses present in the portfolio and in part due to net loan growth recorded during the year;
|
•
|
noninterest income was $
33.9 million
, a decrease of $5.9 million, or 14.8%, compared with fiscal year 2014. 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 primarily driven 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;
|
•
|
noninterest expense was $
186.8 million
, a decrease of $13.4 million, or 6.7%, compared with fiscal year 2014. A substantial portion of the decrease was driven by a $9.1 million reduction in amortization of core deposits and other intangibles; and
|
•
|
return on average total assets decreased 2 basis points, from
1.14%
for fiscal year 2014 to
1.12%
for fiscal year 2015, while return on average tangible common equity declined from
16.6%
to
15.4%
over the same period, driven by higher average equity balances.
|
|
Fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Interest and dividend income (FTE):
|
|
|
|
|
|
||||||
Loans
|
$
|
345,034
|
|
|
$
|
329,273
|
|
|
$
|
323,251
|
|
Taxable securities
|
22,973
|
|
|
26,363
|
|
|
28,552
|
|
|||
Nontaxable securities
|
51
|
|
|
80
|
|
|
127
|
|
|||
Dividends on securities
|
1,247
|
|
|
968
|
|
|
909
|
|
|||
Federal funds sold and other
|
652
|
|
|
455
|
|
|
336
|
|
|||
Total interest and dividend income (FTE)
|
369,957
|
|
|
357,139
|
|
|
353,175
|
|
|||
Tax equivalent adjustment
|
6,576
|
|
|
4,663
|
|
|
3,541
|
|
|||
Total interest and dividend income (GAAP)
|
$
|
363,381
|
|
|
$
|
352,476
|
|
|
$
|
349,634
|
|
|
For the fiscal year ended,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
$
|
23,362
|
|
|
$
|
25,764
|
|
|
$
|
33,117
|
|
Securities sold under agreements to repurchase
|
563
|
|
|
600
|
|
|
644
|
|
|||
FHLB advances and other borrowings
|
3,631
|
|
|
3,452
|
|
|
3,103
|
|
|||
Related party notes payable
|
771
|
|
|
921
|
|
|
950
|
|
|||
Subordinated debentures and subordinated notes payable
|
1,557
|
|
|
1,315
|
|
|
1,347
|
|
|||
Total interest expense
|
$
|
29,884
|
|
|
$
|
32,052
|
|
|
$
|
39,161
|
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||||||||||||||||||
Increase (decrease) in interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and due from banks
|
$
|
205
|
|
|
$
|
(8
|
)
|
|
$
|
197
|
|
|
$
|
95
|
|
|
$
|
24
|
|
|
$
|
119
|
|
Investment securities
|
(822
|
)
|
|
(2,318
|
)
|
|
(3,140
|
)
|
|
(3,046
|
)
|
|
869
|
|
|
(2,177
|
)
|
||||||
Loans, other than acquired with deteriorated credit quality
|
28,708
|
|
|
(15,952
|
)
|
|
12,756
|
|
|
22,072
|
|
|
(7,079
|
)
|
|
14,993
|
|
||||||
Loans, acquired with deteriorated credit quality
|
(2,476
|
)
|
|
5,481
|
|
|
3,005
|
|
|
(3,674
|
)
|
|
(5,297
|
)
|
|
(8,971
|
)
|
||||||
Loans
|
26,232
|
|
|
(10,471
|
)
|
|
15,761
|
|
|
18,398
|
|
|
(12,376
|
)
|
|
6,022
|
|
||||||
Total increase (decrease)
|
25,615
|
|
|
(12,797
|
)
|
|
12,818
|
|
|
15,447
|
|
|
(11,483
|
)
|
|
3,964
|
|
||||||
Increase (decrease) in interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW, MMDA & savings deposits
|
1,315
|
|
|
1,730
|
|
|
3,045
|
|
|
1,482
|
|
|
926
|
|
|
2,408
|
|
||||||
Time deposits
|
(2,891
|
)
|
|
(2,556
|
)
|
|
(5,447
|
)
|
|
(5,165
|
)
|
|
(4,596
|
)
|
|
(9,761
|
)
|
||||||
Securities sold under agreements to repurchase
|
(82
|
)
|
|
45
|
|
|
(37
|
)
|
|
(136
|
)
|
|
92
|
|
|
(44
|
)
|
||||||
FHLB advances and other borrowings
|
1,525
|
|
|
(1,346
|
)
|
|
179
|
|
|
269
|
|
|
80
|
|
|
349
|
|
||||||
Related party notes payable
|
(157
|
)
|
|
7
|
|
|
(150
|
)
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
||||||
Subordinated debentures and subordinated notes payable
|
146
|
|
|
96
|
|
|
242
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
||||||
Total increase (decrease)
|
(144
|
)
|
|
(2,024
|
)
|
|
(2,168
|
)
|
|
(3,550
|
)
|
|
(3,559
|
)
|
|
(7,109
|
)
|
||||||
Increase (decrease) in net interest income (FTE)
|
$
|
25,759
|
|
|
$
|
(10,773
|
)
|
|
$
|
14,986
|
|
|
$
|
18,997
|
|
|
$
|
(7,924
|
)
|
|
$
|
11,073
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Non-interest income:
|
|
|
|
|
|
||||||
Service charges and other fees
|
$
|
39,134
|
|
|
$
|
40,204
|
|
|
$
|
41,692
|
|
Wealth management fees
|
7,412
|
|
|
7,228
|
|
|
8,108
|
|
|||
Net gain on sale of loans
|
6,694
|
|
|
5,539
|
|
|
13,724
|
|
|||
Net gain on sale of securities
|
310
|
|
|
90
|
|
|
917
|
|
|||
Other
|
5,686
|
|
|
4,993
|
|
|
10,463
|
|
|||
Subtotal, product and service fees
|
59,236
|
|
|
58,054
|
|
|
74,904
|
|
|||
Net increase (decrease) in fair value of loans at fair value
|
36,742
|
|
|
11,904
|
|
|
(41,160
|
)
|
|||
Net realized and unrealized gain (loss) on derivatives
|
(62,088
|
)
|
|
(30,177
|
)
|
|
26,088
|
|
|||
Subtotal, loans at fair value and related derivatives
|
(25,346
|
)
|
|
(18,273
|
)
|
|
(15,072
|
)
|
|||
Total noninterest income
|
$
|
33,890
|
|
|
$
|
39,781
|
|
|
$
|
59,832
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Noninterest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
$
|
100,646
|
|
|
$
|
95,105
|
|
|
$
|
100,660
|
|
Data processing
|
19,531
|
|
|
19,548
|
|
|
18,980
|
|
|||
Occupancy expenses
|
14,809
|
|
|
17,526
|
|
|
18,532
|
|
|||
Professional fees
|
14,024
|
|
|
12,233
|
|
|
12,547
|
|
|||
Communication expenses
|
4,455
|
|
|
4,510
|
|
|
4,609
|
|
|||
Advertising
|
3,940
|
|
|
4,746
|
|
|
6,267
|
|
|||
Equipment expenses
|
3,905
|
|
|
4,350
|
|
|
4,518
|
|
|||
Net loss recognized on repossessed property and other related expenses
|
5,382
|
|
|
8,644
|
|
|
3,650
|
|
|||
Amortization of core deposits and other intangibles
|
7,110
|
|
|
16,215
|
|
|
19,290
|
|
|||
Other
|
12,992
|
|
|
17,345
|
|
|
19,537
|
|
|||
Total noninterest expense
|
$
|
186,794
|
|
|
$
|
200,222
|
|
|
$
|
208,590
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Return on average total assets
|
1.12
|
%
|
|
1.14
|
%
|
|
1.07
|
%
|
|||
Return on average common equity
|
7.49
|
%
|
|
7.34
|
%
|
|
6.97
|
%
|
|||
Average common equity to average assets ratio
|
14.98
|
%
|
|
15.48
|
%
|
|
15.30
|
%
|
|||
Net income per average common share
(1)
|
|
$1.90
|
|
|
|
$1.81
|
|
|
|
$1.66
|
|
|
|
|
|
|
|
||||||
(1)
Net income per average common share for the years ended September 30, 2014 and September 30, 2013 are calculated using the 57,886,114 shares outstanding after the stock split we effected on October 17, 2014 for purposes of comparability. We have calculated that the amount of share dilution during the year was immaterial and, as such, diluted EPS equals EPS for all periods presented.
|
|
As of September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Balance Sheet and Other Information:
|
|
|
|
|
|
||||||
Total assets
|
$
|
9,798,654
|
|
|
$
|
9,371,429
|
|
|
$
|
9,134,258
|
|
Loans
(1)
|
7,325,198
|
|
|
6,787,467
|
|
|
6,362,673
|
|
|||
Allowance for loan losses
|
57,200
|
|
|
47,518
|
|
|
55,864
|
|
|||
Deposits
|
7,387,065
|
|
|
7,052,180
|
|
|
6,948,208
|
|
|||
Stockholders' equity
|
1,459,346
|
|
|
1,421,090
|
|
|
1,417,214
|
|
|||
Tangible common equity
(2)
|
$
|
754,420
|
|
|
$
|
709,054
|
|
|
$
|
688,963
|
|
Tier 1 capital ratio
|
10.9
|
%
|
|
11.8
|
%
|
|
12.4
|
%
|
|||
Total capital ratio
|
12.1
|
%
|
|
12.9
|
%
|
|
13.8
|
%
|
|||
Tier 1 leverage ratio
|
9.1
|
%
|
|
9.1
|
%
|
|
9.2
|
%
|
|||
Common equity tier 1 ratio
|
10.1
|
%
|
|
*
|
|
|
*
|
|
|||
Tangible common equity / tangible assets
(2)
|
8.3
|
%
|
|
8.2
|
%
|
|
8.2
|
%
|
|||
Nonperforming loans / total loans
|
0.93
|
%
|
|
1.16
|
%
|
|
2.03
|
%
|
|||
Net charge-offs / average total loans
|
0.13
|
%
|
|
0.14
|
%
|
|
0.44
|
%
|
|||
Allowance for loan losses / total loans
|
0.78
|
%
|
|
0.70
|
%
|
|
0.88
|
%
|
|||
|
|
|
|
|
|
||||||
(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, including a reconciliation to the most directly comparable GAAP financial measure, see "—Non-GAAP Financial Measures" below.
|
|||||||||||
* Not applicable for period presented
|
|
September 30, 2015
|
||
|
(dollars in thousands)
|
||
Commercial non-real estate
|
$
|
1,610,828
|
|
Agriculture real estate
|
892,946
|
|
|
Agriculture operating loans
|
968,519
|
|
|
Agriculture
|
1,861,465
|
|
|
Construction and development
|
256,697
|
|
|
Owner-occupied CRE
|
1,122,041
|
|
|
Non-owner-occupied CRE
|
1,227,354
|
|
|
Multifamily residential real estate
|
239,656
|
|
|
Commercial real estate
|
2,845,748
|
|
|
Home equity lines of credit
|
345,256
|
|
|
Closed-end first lien
|
443,589
|
|
|
Closed-end junior lien
|
45,859
|
|
|
Residential construction
|
87,123
|
|
|
Residential real estate
|
921,827
|
|
|
Consumer
|
73,049
|
|
|
Other
|
38,371
|
|
|
Total unpaid principal balance
|
$
|
7,351,288
|
|
|
1 Year or Less
|
|
>1 Through 5
Years |
|
>5 Years
|
|
Total
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Maturity distribution:
|
|
|
|
|
|
|
|
||||||||
Commercial non-real estate
|
$
|
662,562
|
|
|
$
|
458,949
|
|
|
$
|
489,317
|
|
|
$
|
1,610,828
|
|
Agriculture
|
841,530
|
|
|
666,660
|
|
|
353,275
|
|
|
1,861,465
|
|
||||
Commercial real estate
|
407,767
|
|
|
1,294,010
|
|
|
1,143,971
|
|
|
2,845,748
|
|
||||
Residential real estate
|
138,824
|
|
|
405,805
|
|
|
377,198
|
|
|
921,827
|
|
||||
Consumer
|
14,001
|
|
|
45,520
|
|
|
13,528
|
|
|
73,049
|
|
||||
Other lending
|
38,371
|
|
|
—
|
|
|
—
|
|
|
38,371
|
|
||||
Total
|
$
|
2,103,055
|
|
|
$
|
2,870,944
|
|
|
$
|
2,377,289
|
|
|
$
|
7,351,288
|
|
|
Fixed
|
|
Variable
|
|
Total
|
||||||
|
(dollars in thousands)
|
||||||||||
Maturity distribution:
|
|
|
|
|
|
||||||
Commercial non-real estate
|
$
|
615,883
|
|
|
$
|
332,383
|
|
|
$
|
948,266
|
|
Agriculture
|
802,231
|
|
|
217,704
|
|
|
1,019,935
|
|
|||
Commercial real estate
|
1,289,611
|
|
|
1,148,370
|
|
|
2,437,981
|
|
|||
Residential real estate
|
199,865
|
|
|
583,138
|
|
|
783,003
|
|
|||
Consumer
|
52,380
|
|
|
6,668
|
|
|
59,048
|
|
|||
Total
|
$
|
2,959,970
|
|
|
$
|
2,288,263
|
|
|
$
|
5,248,233
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Beginning balance
|
$
|
49,580
|
|
|
$
|
57,422
|
|
|
$
|
68,526
|
|
Additions to OREO
|
7,636
|
|
|
33,502
|
|
|
28,980
|
|
|||
Valuation adjustments and other
|
(7,408)
|
|
|
(14,074)
|
|
|
(6,884)
|
|
|||
Sales
|
(33,916)
|
|
|
(27,270)
|
|
|
(33,200)
|
|
|||
Ending balance
|
$
|
15,892
|
|
|
$
|
49,580
|
|
|
$
|
57,422
|
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
U.S. Treasury securities
|
$
|
250,986
|
|
|
$
|
222,868
|
|
|
$
|
—
|
|
U.S. Agency securities
|
74,412
|
|
|
—
|
|
|
—
|
|
|||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
Government National Mortgage Association
|
842,460
|
|
|
1,113,363
|
|
|
1,470,822
|
|
|||
Federal National Mortgage Association
|
46,449
|
|
|
—
|
|
|
1
|
|
|||
Small Business Assistance Program
|
101,415
|
|
|
—
|
|
|
—
|
|
|||
States and political subdivision securities
|
1,849
|
|
|
2,188
|
|
|
3,513
|
|
|||
Corporate debt securities
|
4,996
|
|
|
11,732
|
|
|
11,889
|
|
|||
Other
|
1,006
|
|
|
1,006
|
|
|
5,449
|
|
|||
|
$
|
1,323,573
|
|
|
$
|
1,351,157
|
|
|
$
|
1,491,674
|
|
|
September 30, 2015
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
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
|
$
|
—
|
|
|
—
|
%
|
|
$
|
250,986
|
|
|
1.49
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
250,986
|
|
|
1.49
|
%
|
U.S. Agency securities
|
74,412
|
|
|
1.78
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
74,412
|
|
|
1.78
|
%
|
|||||||
Mortgage-backed securities
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
990,324
|
|
|
1.85
|
%
|
|
—
|
|
|
—
|
%
|
|
990,324
|
|
|
1.85
|
%
|
|||||||
States and political subdivision securities
|
1,849
|
|
|
4.93
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,849
|
|
|
4.93
|
%
|
|||||||
Corporate debt securities
|
—
|
|
|
—
|
%
|
|
4,996
|
|
|
1.85
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
4,996
|
|
|
1.85
|
%
|
|||||||
Other
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,006
|
|
|
—
|
%
|
|
1,006
|
|
|
—
|
%
|
|||||||
Total
|
$
|
76,261
|
|
|
1.85
|
%
|
|
$
|
255,982
|
|
|
1.50
|
%
|
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
990,324
|
|
|
1.85
|
%
|
|
$
|
1,006
|
|
|
—
|
%
|
|
$
|
1,323,573
|
|
|
1.78
|
%
|
|
Fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Commercial non-real estate
|
|
|
|
|
|
||||||
Accruing TDRs
|
$
|
8,928
|
|
|
$
|
6,753
|
|
|
$
|
4,769
|
|
Nonaccruing TDRs
|
833
|
|
|
1,785
|
|
|
5,007
|
|
|||
Total
|
9,761
|
|
|
8,538
|
|
|
9,776
|
|
|||
Agriculture
|
|
|
|
|
|
||||||
Accruing TDRs
|
20,041
|
|
|
3,780
|
|
|
4,326
|
|
|||
Nonacrruing TDRs
|
6,857
|
|
|
9,994
|
|
|
7,268
|
|
|||
Total
|
26,898
|
|
|
13,774
|
|
|
11,594
|
|
|||
Commercial real estate
|
|
|
|
|
|
||||||
Accruing TDRs
|
30,917
|
|
|
25,177
|
|
|
29,373
|
|
|||
Nonaccruing TDRs
|
4,725
|
|
|
6,884
|
|
|
49,736
|
|
|||
Total
|
35,642
|
|
|
32,061
|
|
|
79,109
|
|
|||
Residential real estate
|
|
|
|
|
|
||||||
Accruing TDRs
|
452
|
|
|
1,112
|
|
|
662
|
|
|||
Nonaccruing TDRs
|
1,547
|
|
|
1,730
|
|
|
1,100
|
|
|||
Total
|
1,999
|
|
|
2,842
|
|
|
1,762
|
|
|||
Consumer
|
|
|
|
|
|
||||||
Accruing TDRs
|
33
|
|
|
35
|
|
|
—
|
|
|||
Nonaccruing TDRs
|
4
|
|
|
22
|
|
|
29
|
|
|||
Total
|
37
|
|
|
57
|
|
|
29
|
|
|||
|
|
|
|
|
|
||||||
Total accruing TDRs
|
60,371
|
|
|
36,857
|
|
|
39,130
|
|
|||
Total nonaccruing TDRs
|
13,966
|
|
|
20,415
|
|
|
63,140
|
|
|||
|
|
|
|
|
|
||||||
Total TDRs
|
$
|
74,337
|
|
|
$
|
57,272
|
|
|
$
|
102,270
|
|
|
At and for the fiscal year ended September 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Assets covered by FDIC loss-sharing arrangements
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonaccrual loans
(1)
|
$
|
5,317
|
|
|
$
|
34,960
|
|
|
$
|
47,499
|
|
|
$
|
75,610
|
|
|
$
|
159,894
|
|
TDRs
|
425
|
|
|
5,293
|
|
|
6,145
|
|
|
1,939
|
|
|
1,859
|
|
|||||
OREO
|
61
|
|
|
10,628
|
|
|
24,412
|
|
|
44,332
|
|
|
83,417
|
|
|||||
Allowance for loan losses, loans purchased with deteriorated credit quality covered by FDIC loss-sharing arrangements
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
5,108
|
|
|
$
|
7,246
|
|
|
$
|
14,470
|
|
|
$
|
12,542
|
|
|
$
|
—
|
|
Additional impairment recorded
|
782
|
|
|
3,122
|
|
|
2,509
|
|
|
20,232
|
|
|
18,841
|
|
|||||
Recoupment of previously-recorded impairment
|
(1,701
|
)
|
|
(4,482
|
)
|
|
(5,095
|
)
|
|
(6,387
|
)
|
|
(874
|
)
|
|||||
Charge-offs
|
—
|
|
|
(778
|
)
|
|
(4,638
|
)
|
|
(11,917
|
)
|
|
(5,425
|
)
|
|||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Expiration of loss-sharing arrangement
|
(2,564
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at end of period
|
$
|
1,625
|
|
|
$
|
5,108
|
|
|
$
|
7,246
|
|
|
$
|
14,470
|
|
|
$
|
12,542
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OREO covered by FDIC loss-sharing arrangement
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
10,628
|
|
|
$
|
24,412
|
|
|
$
|
44,332
|
|
|
$
|
83,417
|
|
|
$
|
108,578
|
|
Additions to OREO
|
1,666
|
|
|
1,785
|
|
|
6,100
|
|
|
28,395
|
|
|
66,299
|
|
|||||
Valuation adjustments and other
|
(2,034
|
)
|
|
(3,750
|
)
|
|
(3,754
|
)
|
|
(11,851
|
)
|
|
(33,280
|
)
|
|||||
Sales
|
(7,031
|
)
|
|
(11,819
|
)
|
|
(22,266
|
)
|
|
(55,629
|
)
|
|
(58,180
|
)
|
|||||
Expiration of FDIC loss-sharing arrangement
|
(3,168
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at end of period
|
$
|
61
|
|
|
$
|
10,628
|
|
|
$
|
24,412
|
|
|
$
|
44,332
|
|
|
$
|
83,417
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1)
Includes nonperforming restructured loans.
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Allocation of allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial non-real estate
|
$
|
15,996
|
|
|
$
|
10,550
|
|
|
$
|
11,222
|
|
|
$
|
18,979
|
|
|
$
|
16,450
|
|
Agriculture
|
13,952
|
|
|
10,655
|
|
|
9,296
|
|
|
6,906
|
|
|
2,509
|
|
|||||
Commercial real estate
|
18,014
|
|
|
16,884
|
|
|
22,562
|
|
|
30,234
|
|
|
40,733
|
|
|||||
Residential real estate
|
8,025
|
|
|
8,342
|
|
|
11,779
|
|
|
14,761
|
|
|
10,758
|
|
|||||
Consumer
|
348
|
|
|
264
|
|
|
312
|
|
|
542
|
|
|
832
|
|
|||||
Other lending
|
865
|
|
|
823
|
|
|
693
|
|
|
456
|
|
|
261
|
|
|||||
Total
|
$
|
57,200
|
|
|
$
|
47,518
|
|
|
$
|
55,864
|
|
|
$
|
71,878
|
|
|
$
|
71,543
|
|
|
September 30,
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
Allocation of allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|||||
Commercial non-real estate
|
28.0
|
%
|
|
22.2
|
%
|
|
20.1
|
%
|
|
26.4
|
%
|
|
23.0
|
%
|
Agriculture
|
24.4
|
%
|
|
22.4
|
%
|
|
16.6
|
%
|
|
9.6
|
%
|
|
3.5
|
%
|
Commercial real estate
|
31.5
|
%
|
|
35.5
|
%
|
|
40.4
|
%
|
|
42.1
|
%
|
|
56.9
|
%
|
Residential real estate
|
14.0
|
%
|
|
17.6
|
%
|
|
21.1
|
%
|
|
20.5
|
%
|
|
15.0
|
%
|
Consumer
|
0.6
|
%
|
|
0.6
|
%
|
|
0.6
|
%
|
|
0.8
|
%
|
|
1.2
|
%
|
Other lending
|
1.5
|
%
|
|
1.7
|
%
|
|
1.2
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
|
September 30,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Amount
|
|
Weighted Avg. Cost
|
|
Amount
|
|
Weighted Avg. Cost
|
|
Amount
|
|
Weighted Avg. Cost
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
Non-interest-bearing demand
|
$
|
1,368,453
|
|
|
—
|
%
|
|
$
|
1,303,015
|
|
|
—
|
%
|
|
$
|
1,199,427
|
|
|
—
|
%
|
NOW accounts, money market and savings
|
4,638,446
|
|
|
0.27
|
%
|
|
4,005,471
|
|
|
0.24
|
%
|
|
3,601,796
|
|
|
0.21
|
%
|
|||
Time certificates, $100,000 or more
|
554,583
|
|
|
0.86
|
%
|
|
733,376
|
|
|
0.98
|
%
|
|
850,817
|
|
|
1.04
|
%
|
|||
Other time certificates
|
825,583
|
|
|
0.62
|
%
|
|
1,010,318
|
|
|
0.82
|
%
|
|
1,296,168
|
|
|
0.97
|
%
|
|||
Total
|
$
|
7,387,065
|
|
|
0.30
|
%
|
|
$
|
7,052,180
|
|
|
0.36
|
%
|
|
$
|
6,948,208
|
|
|
0.42
|
%
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Nebraska
|
$
|
2,334,172
|
|
|
$
|
2,366,196
|
|
|
$
|
2,455,229
|
|
Iowa / Kansas / Missouri
|
2,305,489
|
|
|
2,096,212
|
|
|
2,103,593
|
|
|||
South Dakota
|
1,529,483
|
|
|
1,431,737
|
|
|
1,315,652
|
|
|||
Arizona / Colorado
|
1,141,950
|
|
|
1,105,535
|
|
|
1,038,201
|
|
|||
Corporate and other
|
75,971
|
|
|
52,500
|
|
|
35,533
|
|
|||
Total deposits
|
$
|
7,387,065
|
|
|
$
|
7,052,180
|
|
|
$
|
6,948,208
|
|
|
Greater than or equal to $100,000
|
|
Less than $100,000
|
||||
|
(dollars in thousands)
|
||||||
Remaining maturity:
|
|
|
|
||||
Three months or less
|
$
|
106,677
|
|
|
$
|
186,062
|
|
Over three through six months
|
94,316
|
|
|
170,445
|
|
||
Over six through twelve months
|
152,458
|
|
|
183,295
|
|
||
Over twelve months
|
201,132
|
|
|
285,781
|
|
||
Total
|
$
|
554,583
|
|
|
$
|
825,583
|
|
Percent of total deposits
|
7.5
|
%
|
|
11.2
|
%
|
|
As of and for the fiscal year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Short-term borrowings:
|
|
|
|
|
|
||||||
FHLB advances
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
Securities sold under agreements to repurchase
|
182,399
|
|
|
157,980
|
|
|
213,940
|
|
|||
Related party notes payable
|
—
|
|
|
5,500
|
|
|
5,500
|
|
|||
Other short-term borrowings
|
—
|
|
|
94
|
|
|
107
|
|
|||
Total short-term borrowings
|
$
|
182,399
|
|
|
$
|
163,574
|
|
|
$
|
269,547
|
|
|
|
|
|
|
|
||||||
Maximum amount outstanding at any month-end during the period
|
$
|
229,429
|
|
|
$
|
264,345
|
|
|
$
|
387,769
|
|
Average amount outstanding during the period
|
$
|
182,202
|
|
|
$
|
205,483
|
|
|
$
|
315,611
|
|
Weighted average rate for the period
|
0.38
|
%
|
|
0.42
|
%
|
|
0.30
|
%
|
|||
Weighted average rate as of date indicated
|
0.25
|
%
|
|
0.37
|
%
|
|
0.29
|
%
|
|
Less Than 1 Year
|
|
1 to 2 Years
|
|
2 to 5 Years
|
|
>5 Years
|
|
Not Determined
|
|
Total
|
||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer deposits
|
$
|
869,102
|
|
|
$
|
265,075
|
|
|
$
|
216,836
|
|
|
$
|
5,002
|
|
|
$
|
6,031,050
|
|
|
$
|
7,387,065
|
|
Securities sold under agreement to repurchase
|
182,399
|
|
|
1,063
|
|
|
1,809
|
|
|
—
|
|
|
—
|
|
|
185,271
|
|
||||||
FHLB advances and other borrowings
|
90,000
|
|
|
25,000
|
|
|
100,000
|
|
|
366,000
|
|
|
—
|
|
|
581,000
|
|
||||||
Subordinated notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
34,644
|
|
|
—
|
|
|
34,644
|
|
||||||
Subordinated debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
56,083
|
|
|
—
|
|
|
56,083
|
|
||||||
Operating leases, net of sublease income
|
4,645
|
|
|
4,200
|
|
|
9,378
|
|
|
4,231
|
|
|
—
|
|
|
22,454
|
|
||||||
Interest on FHLB advances
|
2,840
|
|
|
2,276
|
|
|
5,651
|
|
|
3,895
|
|
|
—
|
|
|
14,662
|
|
||||||
Interest on subordinated notes payable
|
1,706
|
|
|
1,706
|
|
|
5,119
|
|
|
8,318
|
|
|
—
|
|
|
16,849
|
|
||||||
Interest on subordinated debentures
|
1,342
|
|
|
1,342
|
|
|
4,027
|
|
|
19,068
|
|
|
—
|
|
|
25,779
|
|
||||||
Other Commitments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commitments to extend credit—non-credit card
|
$
|
1,254,149
|
|
|
$
|
129,250
|
|
|
$
|
348,358
|
|
|
$
|
248,265
|
|
|
$
|
—
|
|
|
$
|
1,980,022
|
|
Commitments to extend credit—credit card
|
$
|
176,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
176,221
|
|
||||
Letters of credit
|
$
|
52,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
52,571
|
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Commitments to extend credit
|
$
|
2,156,243
|
|
|
$
|
1,939,544
|
|
|
$
|
1,713,869
|
|
Letters of credit
|
52,571
|
|
|
54,381
|
|
|
51,893
|
|
|||
Total
|
$
|
2,208,814
|
|
|
$
|
1,993,925
|
|
|
$
|
1,765,762
|
|
|
Actual
|
|
|
|
|
|||||||
|
Capital Amount
|
|
Ratio
|
|
Minimum Capital Requirement Ratio
|
|
Well Capitalized Ratio
|
|||||
|
(dollars in thousands)
|
|||||||||||
Great Western Bancorp, Inc.
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
$
|
825,211
|
|
|
10.9
|
%
|
|
6.0
|
%
|
|
8.0
|
%
|
Total capital
|
917,446
|
|
|
12.1
|
%
|
|
8.0
|
%
|
|
10.0
|
%
|
|
Tier 1 leverage
|
825,211
|
|
|
9.1
|
%
|
|
4.0
|
%
|
|
5.0
|
%
|
|
Common equity Tier 1
|
769,128
|
|
|
10.1
|
%
|
|
4.5
|
%
|
|
6.5
|
%
|
|
Risk-weighted assets
|
$
|
7,600,961
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Great Western Bank
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
$
|
850,464
|
|
|
11.2
|
%
|
|
6.0
|
%
|
|
8.0
|
%
|
Total capital
|
907,700
|
|
|
12.0
|
%
|
|
8.0
|
%
|
|
10.0
|
%
|
|
Tier 1 leverage
|
850,464
|
|
|
9.4
|
%
|
|
4.0
|
%
|
|
5.0
|
%
|
|
Common equity Tier 1
|
850,464
|
|
|
11.2
|
%
|
|
4.5
|
%
|
|
6.5
|
%
|
|
Risk-weighted assets
|
$
|
7,596,413
|
|
|
|
|
|
|
|
Intangible
|
Method
|
Years
|
Core deposit
|
Straight-line or effective yield
|
5
|
Brand intangible
|
Straight-line
|
15
|
Customer relationships
|
Straight-line
|
8.5
|
Other intangibles
|
Straight-line
|
5
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Estimated Increase (Decrease) in
Adjusted Net Interest Income for the Year Ended September 30, 2015 |
||||
Change in Market Interest Rates as of September 30, 2015
|
Year Ending September 30, 2016
|
|
Year Ending September 30, 2017
|
||
Immediate Shifts
|
|
|
|
||
+400 basis points
|
15.10
|
%
|
|
13.17
|
%
|
+300 basis points
|
11.38
|
%
|
|
9.98
|
%
|
+200 basis points
|
7.51
|
%
|
|
6.67
|
%
|
+100 basis points
|
3.61
|
%
|
|
3.32
|
%
|
-100 basis points
|
(2.51
|
)%
|
|
(3.55
|
)%
|
|
|
|
|
||
Gradual Shifts
|
|
|
|
||
+400 basis points
|
4.96
|
%
|
|
|
|
+300 basis points
|
3.54
|
%
|
|
|
|
+200 basis points
|
2.17
|
%
|
|
|
|
+100 basis points
|
0.86
|
%
|
|
|
|
-100 basis points
|
(0.39
|
)%
|
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
September 30,
|
|
September 30,
|
||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
237,770
|
|
|
$
|
256,639
|
|
Securities available for sale
|
1,327,327
|
|
|
1,341,242
|
|
||
Loans, net of unearned discounts and deferred fees, including $97,030 and $234,036 of loans covered by FDIC loss share agreements at September 30, 2015 and 2014, respectively, and $1,118,687 and $985,411 of loans and written loan commitments at fair value under the fair value option at September 30, 2015 and 2014, respectively, and $9,867 and $10,381 of loans held for sale at September 30, 2015 and 2014, respectively
|
7,325,198
|
|
|
6,787,467
|
|
||
Allowance for loan losses
|
(57,200
|
)
|
|
(47,518
|
)
|
||
Net loans
|
7,267,998
|
|
|
6,739,949
|
|
||
Premises and equipment
|
97,550
|
|
|
103,707
|
|
||
Accrued interest receivable
|
44,077
|
|
|
42,609
|
|
||
Other repossessed property, including $61 and $10,628 of property covered by FDIC loss share arrangements at September 30, 2015 and 2014, respectively
|
15,892
|
|
|
49,580
|
|
||
FDIC indemnification asset
|
14,722
|
|
|
26,678
|
|
||
Goodwill
|
697,807
|
|
|
697,807
|
|
||
Core deposits and other intangibles
|
7,119
|
|
|
14,229
|
|
||
Net deferred tax assets
|
32,470
|
|
|
44,703
|
|
||
Other assets
|
55,922
|
|
|
54,286
|
|
||
Total assets
|
$
|
9,798,654
|
|
|
$
|
9,371,429
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Deposits
|
|
|
|
||||
Noninterest-bearing
|
$
|
1,368,453
|
|
|
$
|
1,303,015
|
|
Interest-bearing
|
6,018,612
|
|
|
5,749,165
|
|
||
Total deposits
|
7,387,065
|
|
|
7,052,180
|
|
||
Securities sold under agreements to repurchase
|
185,271
|
|
|
161,687
|
|
||
FHLB advances and other borrowings
|
581,000
|
|
|
575,094
|
|
||
Related party notes payable
|
—
|
|
|
41,295
|
|
||
Subordinated debentures and subordinated notes payable
|
90,727
|
|
|
56,083
|
|
||
Fair value of derivatives
|
53,613
|
|
|
13,092
|
|
||
Accrued interest payable
|
4,006
|
|
|
5,273
|
|
||
Income tax payable
|
—
|
|
|
4,915
|
|
||
Accrued expenses and other liabilities
|
37,626
|
|
|
40,720
|
|
||
Total liabilities
|
8,339,308
|
|
|
7,950,339
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock, $0.01 par value, authorized 500,000,000 shares; 55,219,596 shares issued and outstanding at September 30, 2015 and 57,886,114 shares issued and outstanding at September 30, 2014
|
552
|
|
|
579
|
|
||
Additional paid-in capital
|
1,201,387
|
|
|
1,260,124
|
|
||
Retained earnings
|
255,089
|
|
|
166,544
|
|
||
Accumulated other comprehensive income (loss)
|
2,318
|
|
|
(6,157
|
)
|
||
Total stockholders’ equity
|
1,459,346
|
|
|
1,421,090
|
|
||
Total liabilities and stockholders’ equity
|
$
|
9,798,654
|
|
|
$
|
9,371,429
|
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest and dividend income
|
|
|
|
|
|
||||||
Loans
|
$
|
338,458
|
|
|
$
|
324,610
|
|
|
$
|
319,710
|
|
Taxable securities
|
22,973
|
|
|
26,363
|
|
|
28,552
|
|
|||
Nontaxable securities
|
51
|
|
|
80
|
|
|
127
|
|
|||
Dividends on securities
|
1,247
|
|
|
968
|
|
|
909
|
|
|||
Federal funds sold and other
|
652
|
|
|
455
|
|
|
336
|
|
|||
Total interest and dividend income
|
363,381
|
|
|
352,476
|
|
|
349,634
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
23,362
|
|
|
25,764
|
|
|
33,117
|
|
|||
Securities sold under agreements to repurchase
|
563
|
|
|
600
|
|
|
644
|
|
|||
FHLB advances and other borrowings
|
3,631
|
|
|
3,452
|
|
|
3,103
|
|
|||
Related party notes payable
|
771
|
|
|
921
|
|
|
950
|
|
|||
Subordinated debentures and subordinated notes payable
|
1,557
|
|
|
1,315
|
|
|
1,347
|
|
|||
Total interest expense
|
29,884
|
|
|
32,052
|
|
|
39,161
|
|
|||
|
|
|
|
|
|
||||||
Net interest income
|
333,497
|
|
|
320,424
|
|
|
310,473
|
|
|||
|
|
|
|
|
|
||||||
Provision for loan losses
|
19,041
|
|
|
684
|
|
|
11,574
|
|
|||
|
|
|
|
|
|
||||||
Net interest income after provision for loan losses
|
314,456
|
|
|
319,740
|
|
|
298,899
|
|
|||
|
|
|
|
|
|
||||||
Noninterest income
|
|
|
|
|
|
||||||
Service charges and other fees
|
39,134
|
|
|
40,204
|
|
|
41,692
|
|
|||
Wealth management fees
|
7,412
|
|
|
7,228
|
|
|
8,108
|
|
|||
Net gain on sale of loans
|
6,694
|
|
|
5,539
|
|
|
13,724
|
|
|||
Net gain on sale of securities
|
310
|
|
|
90
|
|
|
917
|
|
|||
Net increase (decrease) in fair value of loans at fair value
|
36,742
|
|
|
11,904
|
|
|
(41,160
|
)
|
|||
Net realized and unrealized gain (loss) on derivatives
|
(62,088
|
)
|
|
(30,177
|
)
|
|
26,088
|
|
|||
Other
|
5,686
|
|
|
4,993
|
|
|
10,463
|
|
|||
Total noninterest income
|
33,890
|
|
|
39,781
|
|
|
59,832
|
|
|||
|
|
|
|
|
|
||||||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
100,646
|
|
|
95,105
|
|
|
100,660
|
|
|||
Data processing
|
19,531
|
|
|
19,548
|
|
|
18,980
|
|
|||
Occupancy expenses
|
14,809
|
|
|
17,526
|
|
|
18,532
|
|
|||
Professional fees
|
14,024
|
|
|
12,233
|
|
|
12,547
|
|
|||
Communication expenses
|
4,455
|
|
|
4,510
|
|
|
4,609
|
|
|||
Advertising
|
3,940
|
|
|
4,746
|
|
|
6,267
|
|
|||
Equipment expense
|
3,905
|
|
|
4,350
|
|
|
4,518
|
|
|||
Net loss recognized on repossessed property and other related expenses
|
5,382
|
|
|
8,644
|
|
|
3,650
|
|
|||
Amortization of core deposits and other intangibles
|
7,110
|
|
|
16,215
|
|
|
19,290
|
|
|||
Other
|
12,992
|
|
|
17,345
|
|
|
19,537
|
|
|||
Total noninterest expense
|
186,794
|
|
|
200,222
|
|
|
208,590
|
|
|||
Income before income taxes
|
161,552
|
|
|
159,299
|
|
|
150,141
|
|
|||
Provision for income taxes
|
52,487
|
|
|
54,347
|
|
|
53,898
|
|
|||
Net income
|
$
|
109,065
|
|
|
$
|
104,952
|
|
|
$
|
96,243
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) - change in net unrealized gain (loss) on securities available-for-sale (net of deferred income tax (expense) benefit of $(5,194), $(386) and $15,376 in 2015, 2014 and 2013, respectively)
|
8,475
|
|
|
924
|
|
|
(26,192
|
)
|
|||
Comprehensive income
|
$
|
117,540
|
|
|
$
|
105,876
|
|
|
$
|
70,051
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
57,455,693
|
|
|
57,886,114
|
|
|
57,886,114
|
|
|||
Basic earnings per share
|
$
|
1.90
|
|
|
$
|
1.81
|
|
|
$
|
1.66
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
57,500,878
|
|
|
57,886,114
|
|
|
57,886,114
|
|
|||
Diluted earnings per share
|
$
|
1.90
|
|
|
$
|
1.81
|
|
|
$
|
1.66
|
|
|
|
|
|
|
|
||||||
Dividends per share
|
|
|
|
|
|
||||||
Dividends paid
|
20,520
|
|
|
$
|
102,000
|
|
|
$
|
41,400
|
|
|
Dividends per share
|
$
|
0.36
|
|
|
$
|
1.76
|
|
|
$
|
0.72
|
|
|
Comprehensive
Income |
|
Common
Stock Par Value |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income / (Loss) |
|
Total
|
||||||||||||
Balance, September 30, 2012
|
|
|
$
|
579
|
|
|
$
|
1,260,124
|
|
|
$
|
108,749
|
|
|
$
|
19,111
|
|
|
$
|
1,388,563
|
|
||
Net income
|
$
|
96,243
|
|
|
—
|
|
|
—
|
|
|
96,243
|
|
|
—
|
|
|
96,243
|
|
|||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in net unrealized (loss) on securities available for sale
|
(26,192
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,192
|
)
|
|
(26,192
|
)
|
||||||
Comprehensive income
|
$
|
70,051
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock, $0.72 per
share |
|
|
—
|
|
|
—
|
|
|
(41,400
|
)
|
|
—
|
|
|
(41,400
|
)
|
|||||||
Balance, September 30, 2013
|
|
|
$
|
579
|
|
|
$
|
1,260,124
|
|
|
$
|
163,592
|
|
|
$
|
(7,081
|
)
|
|
$
|
1,417,214
|
|
||
Net income
|
$
|
104,952
|
|
|
—
|
|
|
—
|
|
|
104,952
|
|
|
—
|
|
|
104,952
|
|
|||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net change in net unrealized gain 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
|
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
109,065
|
|
|
$
|
104,952
|
|
|
$
|
96,243
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
20,984
|
|
|
33,696
|
|
|
42,881
|
|
|||
Amortization of FDIC indemnification asset
|
7,552
|
|
|
14,604
|
|
|
14,758
|
|
|||
Net gain on sale of securities
|
(310
|
)
|
|
(90
|
)
|
|
(917
|
)
|
|||
Net gain on sale of loans
|
(6,694
|
)
|
|
(5,539
|
)
|
|
(13,724
|
)
|
|||
Net (gain) loss on FDIC indemnification asset
|
2,277
|
|
|
(4,506
|
)
|
|
2,931
|
|
|||
Net (gain) loss on sale of premises and equipment
|
(1,983
|
)
|
|
3,280
|
|
|
632
|
|
|||
Net loss from sale/writedowns of repossessed property
|
5,382
|
|
|
8,644
|
|
|
3,650
|
|
|||
Provision for loan losses
|
19,041
|
|
|
684
|
|
|
11,574
|
|
|||
Stock-based compensation
|
1,236
|
|
|
—
|
|
|
—
|
|
|||
Originations of residential real estate loans held-for-sale
|
(281,098
|
)
|
|
(216,361
|
)
|
|
(429,009
|
)
|
|||
Proceeds from sales of residential real estate loans held-for-sale
|
288,306
|
|
|
219,790
|
|
|
463,730
|
|
|||
Net deferred income taxes
|
7,040
|
|
|
(12,463
|
)
|
|
(6,088
|
)
|
|||
Changes in:
|
|
|
|
|
|
||||||
Accrued interest receivable
|
(1,468
|
)
|
|
(1,544
|
)
|
|
(329
|
)
|
|||
Other assets
|
(1,814
|
)
|
|
(1,721
|
)
|
|
(2,931
|
)
|
|||
FDIC clawback liability
|
917
|
|
|
1,153
|
|
|
1,202
|
|
|||
Accrued interest payable and other liabilities
|
30,330
|
|
|
(441
|
)
|
|
(35,519
|
)
|
|||
Net cash provided by operating activities
|
198,763
|
|
|
144,138
|
|
|
149,084
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of securities available for sale
|
(353,249
|
)
|
|
(222,711
|
)
|
|
(520,929
|
)
|
|||
Proceeds from sales of securities available for sale
|
105,190
|
|
|
47,309
|
|
|
72,436
|
|
|||
Proceeds from maturities of securities available for sale
|
269,284
|
|
|
307,090
|
|
|
495,495
|
|
|||
Net increase in loans
|
(553,976
|
)
|
|
(464,143
|
)
|
|
(307,813
|
)
|
|||
Reimbursement of covered losses from FDIC indemnification claims
|
2,127
|
|
|
8,914
|
|
|
5,284
|
|
|||
Purchase of premises and equipment
|
(3,895
|
)
|
|
(4,978
|
)
|
|
(3,318
|
)
|
|||
Proceeds from sale of premises and equipment
|
3,576
|
|
|
2,736
|
|
|
5,163
|
|
|||
Proceeds from sale of repossessed property
|
35,942
|
|
|
32,700
|
|
|
43,467
|
|
|||
Purchase of FHLB stock
|
(50,335
|
)
|
|
(16,890
|
)
|
|
(23,503
|
)
|
|||
Proceeds from redemption of FHLB stock
|
50,512
|
|
|
9,733
|
|
|
21,536
|
|
|||
Net cash used in investing activities
|
(494,824
|
)
|
|
(300,240
|
)
|
|
(212,182
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net increase in deposits
|
334,885
|
|
|
103,972
|
|
|
63,693
|
|
|||
Net increase (decrease) in securities sold under agreements to repurchase
|
23,584
|
|
|
(55,875
|
)
|
|
(18,009
|
)
|
|||
Net increase in FHLB advances and other borrowings
|
5,906
|
|
|
184,487
|
|
|
84,986
|
|
|||
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
|
(20,520
|
)
|
|
(102,000
|
)
|
|
(41,400
|
)
|
|||
Net cash provided by financing activities
|
277,192
|
|
|
130,584
|
|
|
89,270
|
|
|||
Net increase (decrease) in cash and due from banks
|
(18,869
|
)
|
|
(25,518
|
)
|
|
26,172
|
|
|||
Cash and due from banks, beginning of period
|
256,639
|
|
|
282,157
|
|
|
255,985
|
|
|||
Cash and due from banks, end of period
|
$
|
237,770
|
|
|
$
|
256,639
|
|
|
$
|
282,157
|
|
Supplemental disclosures of cash flows information
|
|
|
|
|
|
||||||
Cash payments for interest
|
$
|
31,150
|
|
|
$
|
33,570
|
|
|
$
|
43,832
|
|
Cash payments for income taxes
|
$
|
52,319
|
|
|
$
|
75,695
|
|
|
$
|
58,599
|
|
Supplemental schedules of noncash investing and financing activities
|
|
|
|
|
|
||||||
Loans transferred to repossessed assets
|
$
|
(7,636
|
)
|
|
$
|
(33,502
|
)
|
|
$
|
(28,980
|
)
|
|
Amortized Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated Fair Value
|
||||||||
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
|
|
|
Amortized Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated Fair Value
|
||||||||
As of September 30, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
222,868
|
|
|
$
|
31
|
|
|
$
|
(174
|
)
|
|
$
|
222,725
|
|
U.S. Agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government National Mortgage Association
|
1,113,363
|
|
|
4,639
|
|
|
(14,587
|
)
|
|
1,103,415
|
|
||||
Federal National Mortgage Association
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Small Business Assistance Program
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
States and political subdivision securities
|
2,188
|
|
|
1
|
|
|
—
|
|
|
2,189
|
|
||||
Corporate debt securities
|
11,732
|
|
|
141
|
|
|
—
|
|
|
11,873
|
|
||||
Other
|
1,006
|
|
|
34
|
|
|
—
|
|
|
1,040
|
|
||||
Total
|
$
|
1,351,157
|
|
|
$
|
4,846
|
|
|
$
|
(14,761
|
)
|
|
$
|
1,341,242
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||
(In Thousands)
|
Amortized Cost
|
|
Estimated Fair Value
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||||||
Due in one year or less
|
$
|
76,261
|
|
|
$
|
76,905
|
|
|
$
|
7,207
|
|
|
$
|
7,218
|
|
Due after one year through five years
|
255,982
|
|
|
259,780
|
|
|
223,282
|
|
|
223,140
|
|
||||
Due after five years through ten years
|
—
|
|
|
—
|
|
|
6,299
|
|
|
6,429
|
|
||||
|
332,243
|
|
|
336,685
|
|
|
236,788
|
|
|
236,787
|
|
||||
Mortgage-backed securities
|
990,324
|
|
|
989,600
|
|
|
1,113,363
|
|
|
1,103,415
|
|
||||
Securities without contractual maturities
|
1,006
|
|
|
1,042
|
|
|
1,006
|
|
|
1,040
|
|
||||
Total
|
$
|
1,323,573
|
|
|
$
|
1,327,327
|
|
|
$
|
1,351,157
|
|
|
$
|
1,341,242
|
|
|
Less than 12 months
|
|
September 30, 2015
12 months or more |
|
Total
|
||||||||||||||||||
|
Estimated Fair Value
|
|
Unrealized Losses
|
|
Estimated Fair Value
|
|
Unrealized Losses
|
|
Estimated Fair Value
|
|
Unrealized Losses
|
||||||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities
|
58,604
|
|
|
(236
|
)
|
|
412,058
|
|
|
(4,480
|
)
|
|
470,662
|
|
|
(4,716
|
)
|
||||||
Corporate debt securities
|
4,984
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
4,984
|
|
|
(13
|
)
|
||||||
Total
|
$
|
63,588
|
|
|
$
|
(249
|
)
|
|
$
|
412,058
|
|
|
$
|
(4,480
|
)
|
|
$
|
475,646
|
|
|
$
|
(4,729
|
)
|
|
Less than 12 months
|
|
September 30, 2014
12 months or more |
|
Total
|
||||||||||||||||||
|
Estimated Fair Value
|
|
Unrealized Losses
|
|
Estimated Fair Value
|
|
Unrealized Losses
|
|
Estimated Fair Value
|
|
Unrealized Losses
|
||||||||||||
U.S. Treasury securities
|
$
|
98,344
|
|
|
$
|
(174
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,344
|
|
|
$
|
(174
|
)
|
Mortgage-backed securities
|
24,625
|
|
|
(125
|
)
|
|
730,171
|
|
|
(14,462
|
)
|
|
754,796
|
|
|
(14,587
|
)
|
||||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
122,969
|
|
|
$
|
(299
|
)
|
|
$
|
730,171
|
|
|
$
|
(14,462
|
)
|
|
$
|
853,140
|
|
|
$
|
(14,761
|
)
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Beginning balance accumulated other comprehensive income (loss)
|
$
|
(6,157
|
)
|
|
$
|
(7,081
|
)
|
|
$
|
19,111
|
|
|
Net unrealized holding gain (loss) arising during the period
|
13,979
|
|
|
1,400
|
|
|
(40,651
|
)
|
|
|||
Reclassification adjustment for net gain realized in net income
|
(310
|
)
|
|
(90
|
)
|
|
(917
|
)
|
|
|||
Net change in unrealized gain (loss) before income taxes
|
13,669
|
|
|
1,310
|
|
|
(41,568
|
)
|
|
|||
Income tax (expense) benefit
|
(5,194
|
)
|
|
(386
|
)
|
|
15,376
|
|
|
|||
Net change in unrealized gain (loss) on securities after taxes
|
8,475
|
|
|
924
|
|
|
(26,192
|
)
|
|
|||
Ending balance accumulated other comprehensive income (loss)
|
$
|
2,318
|
|
|
$
|
(6,157
|
)
|
|
$
|
(7,081
|
)
|
|
|
2015
|
|
2014
|
||||
Residential real estate
|
$
|
921,827
|
|
|
$
|
901,605
|
|
Commercial real estate
|
2,845,748
|
|
|
2,541,194
|
|
||
Commercial non real estate
|
1,610,828
|
|
|
1,571,640
|
|
||
Agriculture
|
1,861,465
|
|
|
1,681,209
|
|
||
Consumer
|
73,049
|
|
|
90,086
|
|
||
Other
|
38,371
|
|
|
34,243
|
|
||
Ending balance
|
7,351,288
|
|
|
6,819,977
|
|
||
Less:
|
|
|
|
||||
Unamortized discount on acquired loans
|
(19,264
|
)
|
|
(25,638
|
)
|
||
Unearned net deferred fees and costs and loans in process
|
(6,826
|
)
|
|
(6,872
|
)
|
||
Total
|
$
|
7,325,198
|
|
|
$
|
6,787,467
|
|
Nonaccrual loans
|
2015
|
|
2014
|
||||
Residential real estate
|
$
|
7,642
|
|
|
$
|
8,807
|
|
Commercial real estate
|
9,556
|
|
|
26,326
|
|
||
Commercial non real estate
|
14,281
|
|
|
5,491
|
|
||
Agriculture
|
24,569
|
|
|
11,453
|
|
||
Consumer
|
107
|
|
|
121
|
|
||
Total
|
$
|
56,155
|
|
|
$
|
52,198
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
799,359
|
|
|
$
|
2,384,980
|
|
|
$
|
1,053,091
|
|
|
$
|
1,272,312
|
|
|
$
|
72,705
|
|
|
$
|
38,371
|
|
|
$
|
5,620,818
|
|
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
|
816,449
|
|
|
2,508,109
|
|
|
1,164,816
|
|
|
1,515,549
|
|
|
73,013
|
|
|
38,371
|
|
|
6,116,307
|
|
|||||||
Loans covered by FDIC loss sharing agreements
|
97,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,030
|
|
|||||||
Total
|
$
|
913,479
|
|
|
$
|
2,508,109
|
|
|
$
|
1,164,816
|
|
|
$
|
1,515,549
|
|
|
$
|
73,013
|
|
|
$
|
38,371
|
|
|
$
|
6,213,337
|
|
As of September 30, 2014
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Commercial
Non Real Estate |
|
Agriculture
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||
Credit Risk Profile by Internally Assigned Grade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pass
|
$
|
747,485
|
|
|
$
|
1,867,866
|
|
|
$
|
1,218,558
|
|
|
$
|
1,202,145
|
|
|
$
|
89,197
|
|
|
$
|
34,243
|
|
|
$
|
5,159,494
|
|
Watchlist
|
5,320
|
|
|
84,132
|
|
|
65,628
|
|
|
132,262
|
|
|
381
|
|
|
—
|
|
|
287,723
|
|
|||||||
Substandard
|
11,290
|
|
|
51,692
|
|
|
27,499
|
|
|
35,107
|
|
|
242
|
|
|
—
|
|
|
125,830
|
|
|||||||
Doubtful
|
659
|
|
|
148
|
|
|
798
|
|
|
35
|
|
|
19
|
|
|
—
|
|
|
1,659
|
|
|||||||
Loss
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|||||||
Ending balance
|
764,754
|
|
|
2,003,838
|
|
|
1,312,658
|
|
|
1,369,549
|
|
|
89,839
|
|
|
34,243
|
|
|
5,574,881
|
|
|||||||
Loans covered by FDIC loss sharing agreements
|
127,115
|
|
|
95,467
|
|
|
9,390
|
|
|
2,004
|
|
|
60
|
|
|
—
|
|
|
234,036
|
|
|||||||
Total
|
$
|
891,869
|
|
|
$
|
2,099,305
|
|
|
$
|
1,322,048
|
|
|
$
|
1,371,553
|
|
|
$
|
89,899
|
|
|
$
|
34,243
|
|
|
$
|
5,808,917
|
|
As of September 30, 2015
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater Than
90 Days
|
|
Total
Past Due
|
|
Current
|
|
Total
Financing
Receivables
|
||||||||||||
Residential real estate
|
$
|
486
|
|
|
$
|
858
|
|
|
$
|
2,776
|
|
|
$
|
4,120
|
|
|
$
|
812,329
|
|
|
$
|
816,449
|
|
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
|
|
|
1,152,103
|
|
|
1,164,816
|
|
||||||
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
|
|
|
6,083,438
|
|
|
6,116,307
|
|
||||||
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
|
|
|
$
|
6,176,546
|
|
|
$
|
6,213,337
|
|
As of September 30, 2014
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
90 Days or Greater Past Due
|
|
Total
Past Due |
|
Current
|
|
Total
Financing Receivables |
||||||||||||
Residential real estate
|
$
|
675
|
|
|
$
|
611
|
|
|
$
|
2,581
|
|
|
$
|
3,867
|
|
|
$
|
760,887
|
|
|
$
|
764,754
|
|
Commercial real estate
|
11,050
|
|
|
819
|
|
|
3,384
|
|
|
15,253
|
|
|
1,988,585
|
|
|
2,003,838
|
|
||||||
Commercial non real estate
|
1,761
|
|
|
6,228
|
|
|
744
|
|
|
8,733
|
|
|
1,303,925
|
|
|
1,312,658
|
|
||||||
Agriculture
|
16
|
|
|
368
|
|
|
4,205
|
|
|
4,589
|
|
|
1,364,960
|
|
|
1,369,549
|
|
||||||
Consumer
|
244
|
|
|
18
|
|
|
49
|
|
|
311
|
|
|
89,528
|
|
|
89,839
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,243
|
|
|
34,243
|
|
||||||
Ending balance
|
13,746
|
|
|
8,044
|
|
|
10,963
|
|
|
32,753
|
|
|
5,542,128
|
|
|
5,574,881
|
|
||||||
Loans covered by FDIC loss sharing agreements
|
1,960
|
|
|
1,252
|
|
|
3,728
|
|
|
6,940
|
|
|
227,096
|
|
|
234,036
|
|
||||||
Total
|
$
|
15,706
|
|
|
$
|
9,296
|
|
|
$
|
14,691
|
|
|
$
|
39,693
|
|
|
$
|
5,769,224
|
|
|
$
|
5,808,917
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||
As of September 30, 2015
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
12,364
|
|
|
$
|
12,602
|
|
|
$
|
2,784
|
|
Commercial real estate
|
67,751
|
|
|
69,722
|
|
|
4,644
|
|
|||
Commercial non real estate
|
65,495
|
|
|
76,647
|
|
|
5,657
|
|
|||
Agriculture
|
54,093
|
|
|
54,699
|
|
|
3,950
|
|
|||
Consumer
|
230
|
|
|
359
|
|
|
50
|
|
|||
Total
|
$
|
199,933
|
|
|
$
|
214,029
|
|
|
$
|
17,085
|
|
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
||||||
As of September 30, 2014
|
|
|
|
|
|
||||||
Impaired loans:
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
12,107
|
|
|
$
|
12,737
|
|
|
$
|
2,529
|
|
Commercial real estate
|
62,155
|
|
|
64,597
|
|
|
4,269
|
|
|||
Commercial non real estate
|
32,522
|
|
|
37,882
|
|
|
3,927
|
|
|||
Agriculture
|
35,528
|
|
|
37,958
|
|
|
1,155
|
|
|||
Consumer
|
280
|
|
|
491
|
|
|
51
|
|
|||
Total
|
$
|
142,592
|
|
|
$
|
153,665
|
|
|
$
|
11,931
|
|
|
For the year ended September 30, 2015
|
|
For the year ended September 30, 2014
|
|
For the year ended September 30, 2013
|
||||||||||||||||||
|
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
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential real estate
|
$
|
12,342
|
|
|
$
|
588
|
|
|
$
|
13,572
|
|
|
$
|
661
|
|
|
$
|
15,716
|
|
|
$
|
956
|
|
Commercial real estate
|
71,380
|
|
|
3,936
|
|
|
84,490
|
|
|
2,191
|
|
|
106,780
|
|
|
5,015
|
|
||||||
Commercial non real estate
|
49,426
|
|
|
3,092
|
|
|
31,827
|
|
|
1,980
|
|
|
34,817
|
|
|
1,225
|
|
||||||
Agriculture
|
44,567
|
|
|
1,953
|
|
|
30,546
|
|
|
984
|
|
|
15,522
|
|
|
769
|
|
||||||
Consumer
|
245
|
|
|
35
|
|
|
346
|
|
|
53
|
|
|
554
|
|
|
58
|
|
||||||
Total
|
$
|
177,960
|
|
|
$
|
9,604
|
|
|
$
|
160,781
|
|
|
$
|
5,869
|
|
|
$
|
173,389
|
|
|
$
|
8,023
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||
|
Accruing
|
|
Nonaccrual
|
|
Accruing
|
|
Nonaccrual
|
||||||||
Residential real estate
|
$
|
452
|
|
|
$
|
1,547
|
|
|
$
|
1,112
|
|
|
$
|
1,730
|
|
Commercial real estate
|
30,917
|
|
|
4,725
|
|
|
25,177
|
|
|
6,884
|
|
||||
Commercial non real estate
|
8,928
|
|
|
833
|
|
|
6,753
|
|
|
1,785
|
|
||||
Agriculture
|
20,041
|
|
|
6,857
|
|
|
3,780
|
|
|
9,994
|
|
||||
Consumer
|
33
|
|
|
4
|
|
|
35
|
|
|
22
|
|
||||
Total
|
$
|
60,371
|
|
|
$
|
13,966
|
|
|
$
|
36,857
|
|
|
$
|
20,415
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
|
|
Recorded Investment
|
|
|
|
Recorded Investment
|
|
|
|
Recorded Investment
|
|||||||||||||||||||||
($ in thousands)
|
Number
|
|
Pre-
Modification
|
|
Post-
Modification
|
|
Number
|
|
Pre-
Modification
|
|
Post-
Modification
|
|
Number
|
|
Pre-
Modification
|
|
Post-
Modification
|
|||||||||||||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
1
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term extension
|
2
|
|
|
53
|
|
|
53
|
|
|
6
|
|
|
206
|
|
|
206
|
|
|
7
|
|
|
663
|
|
|
663
|
|
||||||
Payment modification
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
474
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bankruptcy
|
1
|
|
|
19
|
|
|
19
|
|
|
9
|
|
|
338
|
|
|
338
|
|
|
1
|
|
|
5
|
|
|
5
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total residential real estate
|
4
|
|
|
85
|
|
|
85
|
|
|
23
|
|
|
1,067
|
|
|
1,067
|
|
|
8
|
|
|
668
|
|
|
668
|
|
||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
990
|
|
|
990
|
|
||||||
Term extension
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
109
|
|
|
109
|
|
|
7
|
|
|
4,158
|
|
|
4,158
|
|
||||||
Payment modification
|
6
|
|
|
22,232
|
|
|
22,232
|
|
|
2
|
|
|
2,911
|
|
|
2,911
|
|
|
3
|
|
|
13,497
|
|
|
13,497
|
|
||||||
Bankruptcy
|
1
|
|
|
477
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial real estate
|
7
|
|
|
22,709
|
|
|
22,709
|
|
|
5
|
|
|
3,020
|
|
|
3,020
|
|
|
12
|
|
|
18,645
|
|
|
18,645
|
|
||||||
Commercial non real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
529
|
|
|
529
|
|
||||||
Term extension
|
2
|
|
|
2,296
|
|
|
2,296
|
|
|
7
|
|
|
2,183
|
|
|
2,183
|
|
|
10
|
|
|
14,851
|
|
|
14,851
|
|
||||||
Payment modification
|
4
|
|
|
1,709
|
|
|
1,709
|
|
|
10
|
|
|
3,593
|
|
|
3,593
|
|
|
9
|
|
|
2,759
|
|
|
2,759
|
|
||||||
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
945
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial non real estate
|
6
|
|
|
4,005
|
|
|
4,005
|
|
|
22
|
|
|
6,721
|
|
|
6,721
|
|
|
20
|
|
|
18,139
|
|
|
18,139
|
|
||||||
Agriculture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Term extension
|
2
|
|
|
1,410
|
|
|
1,410
|
|
|
5
|
|
|
2,755
|
|
|
2,755
|
|
|
6
|
|
|
2,008
|
|
|
2,008
|
|
||||||
Payment modification
|
7
|
|
|
18,551
|
|
|
18,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1,949
|
|
|
1,949
|
|
||||||
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total agriculture
|
9
|
|
|
19,961
|
|
|
19,961
|
|
|
5
|
|
|
2,755
|
|
|
2,755
|
|
|
8
|
|
|
3,957
|
|
|
3,957
|
|
||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Term extension
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||||
Payment modification
|
1
|
|
|
17
|
|
|
17
|
|
|
4
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bankruptcy
|
1
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
2
|
|
|
23
|
|
|
23
|
|
|
6
|
|
|
49
|
|
|
49
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||||
Total accruing
|
28
|
|
|
$
|
46,783
|
|
|
$
|
46,783
|
|
|
61
|
|
|
$
|
13,612
|
|
|
$
|
13,612
|
|
|
49
|
|
|
$
|
41,412
|
|
|
$
|
41,412
|
|
Change in recorded investment due to principal paydown at time of modification
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Change in recorded investment due to chargeoffs at time of modification
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
|
|
Recorded Investment
|
|
|
|
Recorded Investment
|
|
|
|
Recorded Investment
|
|||||||||||||||||||||
($ in thousands)
|
Number
|
|
Pre-
Modification
|
|
Post-
Modification
|
|
Number
|
|
Pre-
Modification
|
|
Post-
Modification
|
|
Number
|
|
Pre-
Modification
|
|
Post-
Modification
|
|||||||||||||||
Residential real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
1
|
|
|
$
|
67
|
|
|
$
|
67
|
|
|
5
|
|
|
$
|
119
|
|
|
$
|
119
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term extension
|
3
|
|
|
169
|
|
|
169
|
|
|
13
|
|
|
351
|
|
|
351
|
|
|
15
|
|
|
638
|
|
|
638
|
|
||||||
Payment modification
|
1
|
|
|
19
|
|
|
19
|
|
|
6
|
|
|
219
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bankruptcy
|
1
|
|
|
39
|
|
|
39
|
|
|
7
|
|
|
275
|
|
|
275
|
|
|
2
|
|
|
336
|
|
|
336
|
|
||||||
Other
|
1
|
|
|
24
|
|
|
8
|
|
|
11
|
|
|
425
|
|
|
425
|
|
|
2
|
|
|
147
|
|
|
147
|
|
||||||
Total residential real estate
|
7
|
|
|
318
|
|
|
302
|
|
|
42
|
|
|
1,389
|
|
|
1,389
|
|
|
19
|
|
|
1,121
|
|
|
1,121
|
|
||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1,618
|
|
|
1,618
|
|
|
2
|
|
|
310
|
|
|
310
|
|
||||||
Term extension
|
2
|
|
|
740
|
|
|
740
|
|
|
2
|
|
|
4,031
|
|
|
4,031
|
|
|
7
|
|
|
2,448
|
|
|
2,448
|
|
||||||
Payment modification
|
2
|
|
|
1,082
|
|
|
1,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
17,578
|
|
|
17,578
|
|
||||||
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3,162
|
|
|
3,162
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
87
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial real estate
|
4
|
|
|
1,822
|
|
|
1,822
|
|
|
6
|
|
|
5,736
|
|
|
5,736
|
|
|
19
|
|
|
23,498
|
|
|
23,498
|
|
||||||
Commercial Non Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
1
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1,067
|
|
|
1,067
|
|
||||||
Term extension
|
5
|
|
|
257
|
|
|
180
|
|
|
10
|
|
|
438
|
|
|
438
|
|
|
8
|
|
|
1,127
|
|
|
1,127
|
|
||||||
Payment modification
|
2
|
|
|
22
|
|
|
3
|
|
|
1
|
|
|
36
|
|
|
36
|
|
|
3
|
|
|
2,051
|
|
|
1,416
|
|
||||||
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial non real estate
|
8
|
|
|
311
|
|
|
183
|
|
|
12
|
|
|
484
|
|
|
484
|
|
|
12
|
|
|
4,245
|
|
|
3,610
|
|
||||||
Agriculture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Term extension
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
831
|
|
|
831
|
|
|
3
|
|
|
768
|
|
|
768
|
|
||||||
Payment modification
|
1
|
|
|
229
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
6,196
|
|
|
6,196
|
|
||||||
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
511
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total agriculture
|
1
|
|
|
229
|
|
|
229
|
|
|
5
|
|
|
1,342
|
|
|
1,342
|
|
|
7
|
|
|
6,964
|
|
|
6,964
|
|
||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rate modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
11
|
|
|
11
|
|
||||||
Term extension
|
2
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
15
|
|
|
15
|
|
|
5
|
|
|
30
|
|
|
30
|
|
||||||
Payment modification
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bankruptcy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
2
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
26
|
|
|
26
|
|
|
7
|
|
|
41
|
|
|
41
|
|
||||||
Total non-accruing
|
22
|
|
|
$
|
2,681
|
|
|
$
|
2,536
|
|
|
70
|
|
|
$
|
8,977
|
|
|
$
|
8,977
|
|
|
64
|
|
|
$
|
35,869
|
|
|
$
|
35,234
|
|
Change in recorded investment due to principal paydown at time of modification
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Change in recorded investment due to chargeoffs at time of modification
|
5
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
635
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||
($ in thousands)
|
Number of
Loans
|
|
Recorded
Investment
|
|
Number of
Loans
|
|
Recorded
Investment
|
|
Number of
Loans |
|
Recorded
Investment |
||||||||||
Residential real estate
|
1
|
|
|
$
|
8
|
|
|
11
|
|
|
$
|
419
|
|
|
5
|
|
|
$
|
647
|
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
4,401
|
|
||||
Commercial non real estate
|
2
|
|
|
—
|
|
|
8
|
|
|
313
|
|
|
1
|
|
|
1,067
|
|
||||
Agriculture
|
—
|
|
|
—
|
|
|
2
|
|
|
935
|
|
|
6
|
|
|
5,739
|
|
||||
Consumer
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
5
|
|
|
$
|
8
|
|
|
22
|
|
|
$
|
1,667
|
|
|
$
|
19
|
|
|
$
|
11,854
|
|
September 30, 2015
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Commercial
Non Real Estate |
|
Agriculture
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||
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
loans acquired with deteriorated credit quality |
(1,159
|
)
|
|
437
|
|
|
70
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(677
|
)
|
|||||||
Ending balance September 30, 2015
|
$
|
8,025
|
|
|
$
|
18,014
|
|
|
$
|
15,996
|
|
|
$
|
13,952
|
|
|
$
|
348
|
|
|
$
|
865
|
|
|
$
|
57,200
|
|
September 30, 2014
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Commercial
Non Real Estate |
|
Agriculture
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||
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
|
|
|||||||
(Improvement) impairment of
loans acquired with deteriorated credit quality |
(2,251
|
)
|
|
165
|
|
|
(1,711
|
)
|
|
—
|
|
|
25
|
|
|
—
|
|
|
(3,772
|
)
|
|||||||
Ending balance September 30, 2014
|
$
|
8,342
|
|
|
$
|
16,884
|
|
|
$
|
10,550
|
|
|
$
|
10,655
|
|
|
$
|
264
|
|
|
$
|
823
|
|
|
$
|
47,518
|
|
September 30, 2013
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Commercial
Non Real Estate |
|
Agriculture
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||
Beginning balance October 1, 2012
|
$
|
14,761
|
|
|
$
|
30,234
|
|
|
$
|
18,979
|
|
|
$
|
6,906
|
|
|
$
|
542
|
|
|
$
|
456
|
|
|
$
|
71,878
|
|
Charge-offs
|
(1,766
|
)
|
|
(19,648
|
)
|
|
(3,636
|
)
|
|
(4,069
|
)
|
|
(244
|
)
|
|
(1,851
|
)
|
|
(31,214
|
)
|
|||||||
Recoveries
|
279
|
|
|
689
|
|
|
1,206
|
|
|
22
|
|
|
396
|
|
|
1,034
|
|
|
3,626
|
|
|||||||
Provision
|
1,043
|
|
|
10,925
|
|
|
(5,427
|
)
|
|
6,437
|
|
|
(382
|
)
|
|
1,054
|
|
|
13,650
|
|
|||||||
(Impairment) improvement of
loans acquired with deteriorated credit quality |
(2,538
|
)
|
|
362
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,076
|
)
|
|||||||
Ending balance September 30, 2013
|
$
|
11,779
|
|
|
$
|
22,562
|
|
|
$
|
11,222
|
|
|
$
|
9,296
|
|
|
$
|
312
|
|
|
$
|
693
|
|
|
$
|
55,864
|
|
As of September 30, 2015
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Commercial
Non Real Estate |
|
Agriculture
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
2,783
|
|
|
$
|
4,585
|
|
|
$
|
5,624
|
|
|
$
|
3,950
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
16,992
|
|
Collectively evaluated for impairment
|
3,618
|
|
|
12,347
|
|
|
10,302
|
|
|
10,002
|
|
|
298
|
|
|
865
|
|
|
37,432
|
|
|||||||
Loans acquired with deteriorated credit quality
|
1,624
|
|
|
1,082
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,776
|
|
|||||||
Total allowance
|
$
|
8,025
|
|
|
$
|
18,014
|
|
|
$
|
15,996
|
|
|
$
|
13,952
|
|
|
$
|
348
|
|
|
$
|
865
|
|
|
$
|
57,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
|||||||
Loans acquired with deteriorated credit quality
|
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
|
|
As of September 30, 2014
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Commercial
Non Real Estate |
|
Agriculture
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
2,528
|
|
|
$
|
4,205
|
|
|
$
|
3,909
|
|
|
$
|
1,152
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
11,845
|
|
Collectively evaluated for impairment
|
3,030
|
|
|
12,034
|
|
|
6,641
|
|
|
9,503
|
|
|
188
|
|
|
823
|
|
|
32,219
|
|
|||||||
Loans acquired with deteriorated credit quality
|
2,784
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
3,454
|
|
|||||||
Total allowance
|
$
|
8,342
|
|
|
$
|
16,884
|
|
|
$
|
10,550
|
|
|
$
|
10,655
|
|
|
$
|
264
|
|
|
$
|
823
|
|
|
$
|
47,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Financing Receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
14,559
|
|
|
$
|
44,317
|
|
|
$
|
28,812
|
|
|
$
|
25,754
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
113,642
|
|
Collectively evaluated for impairment
|
762,425
|
|
|
1,963,937
|
|
|
1,230,930
|
|
|
1,336,899
|
|
|
87,856
|
|
|
34,243
|
|
|
5,416,290
|
|
|||||||
Loans acquired with deteriorated credit quality
|
102,987
|
|
|
49,202
|
|
|
6,361
|
|
|
1,746
|
|
|
1,843
|
|
|
—
|
|
|
162,139
|
|
|||||||
Loans Outstanding
|
$
|
879,971
|
|
|
$
|
2,057,456
|
|
|
$
|
1,266,103
|
|
|
$
|
1,364,399
|
|
|
$
|
89,899
|
|
|
$
|
34,243
|
|
|
$
|
5,692,071
|
|
Balance at September 30, 2012
|
$
|
93,859
|
|
Accretion
|
(29,674
|
)
|
|
Reclassification from nonaccretable difference
|
6,815
|
|
|
Disposals
|
(3,340
|
)
|
|
Balance at September 30, 2013
|
$
|
67,660
|
|
Accretion
|
(18,204
|
)
|
|
Reclassification from nonaccretable difference
|
6,252
|
|
|
Disposals
|
(4,819
|
)
|
|
Balance at September 30, 2014
|
$
|
50,889
|
|
Accretion
|
(13,645
|
)
|
|
Reclassification from nonaccretable difference
|
8,363
|
|
|
Disposals
|
(1,118
|
)
|
|
Balance at September 30, 2015
|
$
|
44,489
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||||||||||
|
Outstanding
Balance
1
|
|
Recorded
Investment
2
|
|
Carrying
Value
3
|
|
Outstanding
Balance 1 |
|
Recorded
Investment 2 |
|
Carrying
Value 3 |
||||||||||||
Residential real estate
|
$
|
93,979
|
|
|
$
|
82,189
|
|
|
$
|
80,565
|
|
|
$
|
115,863
|
|
|
$
|
102,987
|
|
|
$
|
100,203
|
|
Commercial real estate
|
97,302
|
|
|
20,710
|
|
|
19,628
|
|
|
130,825
|
|
|
49,202
|
|
|
48,557
|
|
||||||
Commercial non real estate
|
10,387
|
|
|
2,759
|
|
|
2,689
|
|
|
16,697
|
|
|
6,361
|
|
|
6,361
|
|
||||||
Agriculture
|
1,538
|
|
|
1,538
|
|
|
1,538
|
|
|
1,747
|
|
|
1,746
|
|
|
1,746
|
|
||||||
Consumer
|
1,368
|
|
|
1,271
|
|
|
1,271
|
|
|
2,019
|
|
|
1,843
|
|
|
1,818
|
|
||||||
Total lending
|
$
|
204,574
|
|
|
$
|
108,467
|
|
|
$
|
105,691
|
|
|
$
|
267,151
|
|
|
$
|
162,139
|
|
|
$
|
158,685
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
26,678
|
|
|
$
|
45,690
|
|
|
$
|
68,662
|
|
Amortization
|
(7,552
|
)
|
|
(14,604
|
)
|
|
(14,758
|
)
|
|||
Changes in expected reimbursements from FDIC for changes in expected credit losses
|
(305
|
)
|
|
2,148
|
|
|
522
|
|
|||
Changes in reimbursable expenses
|
(1,972
|
)
|
|
2,358
|
|
|
(3,453
|
)
|
|||
Reimbursements of covered losses (from) the FDIC
|
(2,127
|
)
|
|
(8,914
|
)
|
|
(5,283
|
)
|
|||
Balance at end of period
|
$
|
14,722
|
|
|
$
|
26,678
|
|
|
$
|
45,690
|
|
|
2015
|
|
2014
|
||||
Land
|
$
|
21,708
|
|
|
$
|
22,539
|
|
Buildings and building improvements
|
82,796
|
|
|
85,370
|
|
||
Furniture and equipment
|
28,861
|
|
|
32,117
|
|
||
Construction in progress
|
802
|
|
|
144
|
|
||
Total
|
134,167
|
|
|
140,170
|
|
||
Accumulated depreciation
|
(36,617
|
)
|
|
(36,463
|
)
|
||
Premise and equipment, net
|
$
|
97,550
|
|
|
$
|
103,707
|
|
|
September 30, 2015
|
||||||||||||
|
Notional
Amount |
|
Balance Sheet
Location |
|
Positive Fair
Value |
|
Negative Fair
Value |
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
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
|
)
|
|
September 30, 2014
|
||||||||||||
|
Notional
Amount |
|
Balance Sheet
Location |
|
Positive Fair
Value |
|
Negative Fair
Value |
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
986,440
|
|
|
Liabilities
|
|
$
|
6,213
|
|
|
$
|
(19,286
|
)
|
Mortgage loan commitments
|
22,563
|
|
|
Assets
|
|
19
|
|
|
—
|
|
|||
Mortgage loan forward sale contracts
|
28,459
|
|
|
Liabilities
|
|
—
|
|
|
(19
|
)
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||
|
Location of
Gain (Loss) Recognized in Income |
|
2015
|
|
2014
|
|
2013
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Noninterest income
|
|
$
|
(62,088
|
)
|
|
$
|
(30,177
|
)
|
|
$
|
26,088
|
|
Mortgage loan commitments
|
Noninterest income
|
|
95
|
|
|
19
|
|
|
375
|
|
|||
Mortgage loan forward sale contracts
|
Noninterest income
|
|
(95
|
)
|
|
(19
|
)
|
|
(375
|
)
|
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged
Financial
Instruments
1
|
|
Net
Amount
|
||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
$
|
—
|
|
|
Gross
Amount |
|
Amount
Offset |
|
Net Amount
Presented in Consolidated Balance Sheets |
|
Held/Pledged
Financial Instruments |
|
Net
Amount |
||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
$
|
6,213
|
|
|
$
|
(6,213
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
(19,286
|
)
|
|
6,213
|
|
|
(13,073
|
)
|
|
13,073
|
|
|
—
|
|
|||||
Total derivative financial liabilities
|
$
|
(13,073
|
)
|
|
$
|
—
|
|
|
$
|
(13,073
|
)
|
|
$
|
13,073
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Noninterest
Income |
|
Total Changes
in Fair Value |
|
Noninterest
Income |
|
Total Changes
in Fair Value |
|
Noninterest
Income / (Loss) |
|
Total Changes
in Fair Value |
||||||||||||
Long-term loans and written loan commitments
|
$
|
36,742
|
|
|
$
|
36,742
|
|
|
$
|
11,904
|
|
|
$
|
11,904
|
|
|
$
|
(41,160
|
)
|
|
$
|
(41,160
|
)
|
|
Core Deposit
Intangible
|
|
Brand
Intangible
|
|
Customer
Relationships
Intangible
|
|
Total
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Gross carrying amount
|
$
|
92,679
|
|
|
$
|
8,464
|
|
|
$
|
16,089
|
|
|
$
|
117,232
|
|
Accumulated amortization
|
(92,073
|
)
|
|
(4,136
|
)
|
|
(13,904
|
)
|
|
(110,113
|
)
|
||||
Net intangible assets
|
$
|
606
|
|
|
$
|
4,328
|
|
|
$
|
2,185
|
|
|
$
|
7,119
|
|
As of September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Gross carrying amount
|
$
|
92,679
|
|
|
$
|
8,464
|
|
|
$
|
16,089
|
|
|
$
|
117,232
|
|
Accumulated amortization
|
(87,423
|
)
|
|
(3,572
|
)
|
|
(12,008
|
)
|
|
(103,003
|
)
|
||||
Net intangible assets
|
$
|
5,256
|
|
|
$
|
4,892
|
|
|
$
|
4,081
|
|
|
$
|
14,229
|
|
2016
|
$
|
2,822
|
|
2017
|
1,097
|
|
|
2018
|
564
|
|
|
2019
|
564
|
|
|
2020
|
564
|
|
|
2021 and thereafter
|
1,508
|
|
|
Total
|
$
|
7,119
|
|
|
2015
|
|
2014
|
||||
Noninterest-bearing demand
|
$
|
1,368,453
|
|
|
$
|
1,303,015
|
|
NOW accounts, money market and savings
|
4,638,446
|
|
|
4,005,471
|
|
||
Time deposits, $100,000 or more
|
554,583
|
|
|
733,376
|
|
||
Other time deposits
|
825,583
|
|
|
1,010,318
|
|
||
Total
|
$
|
7,387,065
|
|
|
$
|
7,052,180
|
|
2016
|
$
|
893,253
|
|
2017
|
265,075
|
|
|
2018
|
98,530
|
|
|
2019
|
42,478
|
|
|
2020
|
75,828
|
|
|
2021 and thereafter
|
5,002
|
|
|
Total
|
$
|
1,380,166
|
|
|
2015
|
||||||||||||||||||
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||||||
|
Overnight and Continuous
|
|
Up to 30 Days
|
|
30-90 Days
|
|
Greater than 90 Days
|
|
Total
|
||||||||||
Repurchase agreements
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
2014
|
||||||||||||||||||
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||||||
|
Overnight and Continuous
|
|
Up to 30 Days
|
|
30-90 Days
|
|
Greater than 90 Days
|
|
Total
|
||||||||||
Repurchase agreements
|
|
|
|
|
|
|
|
|
|
||||||||||
US Treasury and agency
securities |
$
|
8,469
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,469
|
|
Mortgage-backed securities
|
149,511
|
|
|
—
|
|
|
—
|
|
|
3,707
|
|
|
153,218
|
|
|||||
Total repurchase agreements
|
$
|
157,980
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,707
|
|
|
$
|
161,687
|
|
2016
|
$
|
90,000
|
|
2017
|
25,000
|
|
|
2018
|
25,000
|
|
|
2019
|
50,000
|
|
|
2020
|
25,000
|
|
|
2021 and thereafter
|
366,000
|
|
|
Total
|
$
|
581,000
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Currently paid or payable
|
|
|
|
|
|
||||||
Federal
|
$
|
38,105
|
|
|
$
|
58,172
|
|
|
$
|
51,828
|
|
State
|
7,342
|
|
|
8,638
|
|
|
8,158
|
|
|||
|
45,447
|
|
|
66,810
|
|
|
59,986
|
|
|||
Deferred tax (benefit) expense
|
|
|
|
|
|
||||||
Federal
|
6,688
|
|
|
(11,840
|
)
|
|
(5,778
|
)
|
|||
State
|
352
|
|
|
$
|
(623
|
)
|
|
$
|
(310
|
)
|
|
Total
|
7,040
|
|
|
(12,463
|
)
|
|
(6,088
|
)
|
|||
Total provision for income taxes
|
$
|
52,487
|
|
|
$
|
54,347
|
|
|
$
|
53,898
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Computed “expected” tax expense (35%)
|
$
|
56,543
|
|
|
$
|
55,754
|
|
|
$
|
52,550
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
||||||
Tax exempt interest income
|
(6,560
|
)
|
|
(4,926
|
)
|
|
(3,856
|
)
|
|||
State income taxes, net of federal benefit
|
4,772
|
|
|
5,615
|
|
|
5,303
|
|
|||
Other
|
(2,268
|
)
|
|
(2,096
|
)
|
|
(99
|
)
|
|||
Actual income tax expense
|
$
|
52,487
|
|
|
$
|
54,347
|
|
|
$
|
53,898
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
23,412
|
|
|
$
|
19,683
|
|
Compensation
|
3,989
|
|
|
2,752
|
|
||
Net operating loss carryforward
|
68
|
|
|
119
|
|
||
Securities available for sale
|
—
|
|
|
3,758
|
|
||
Other real estate owned
|
3,223
|
|
|
13,721
|
|
||
Core deposit intangible and other fair value adjustments
|
11,068
|
|
|
10,573
|
|
||
Excess tax basis of FDIC indemnification asset and clawback liability
|
611
|
|
|
—
|
|
||
Excess tax basis of loans acquired over carrying value
|
5,004
|
|
|
9,595
|
|
||
Other
|
2,232
|
|
|
3,849
|
|
||
Total deferred tax assets
|
49,607
|
|
|
64,050
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill and other intangibles
|
(10,504
|
)
|
|
(9,099
|
)
|
||
Securities available for sale
|
(1,436
|
)
|
|
—
|
|
||
Premises and equipment
|
(3,908
|
)
|
|
(4,390
|
)
|
||
Excess carrying value of FDIC indemnification asset and clawback liability
|
—
|
|
|
(4,280
|
)
|
||
Other
|
(1,289
|
)
|
|
(1,578
|
)
|
||
Total deferred tax liabilities
|
(17,137
|
)
|
|
(19,347
|
)
|
||
Net deferred tax assets
|
$
|
32,470
|
|
|
$
|
44,703
|
|
Restricted Shares
|
Common Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Restricted shares, October 1, 2014
|
—
|
|
|
$
|
—
|
|
Granted
|
81,419
|
|
|
18.18
|
|
|
Vested and issued
|
—
|
|
|
—
|
|
|
Forfeited
|
(973
|
)
|
|
18.00
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Restricted shares, September 30, 2015
|
80,446
|
|
|
$
|
18.18
|
|
Vested, but not issuable at September 30, 2015
|
12,221
|
|
|
$
|
18.00
|
|
|
|
|
|
|||
Performance Shares
|
|
|
|
|||
Performance shares, October 1, 2014
|
—
|
|
|
$
|
—
|
|
Granted
|
221,294
|
|
|
18.00
|
|
|
Vested and issued
|
—
|
|
|
—
|
|
|
Forfeited
|
(10,268
|
)
|
|
18.00
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Performance shares, September 30, 2015
|
211,026
|
|
|
$
|
18.00
|
|
|
Actual
|
|
For Capital Adequacy
Purposes |
|
To Be Well Capitalized Under
Prompt Corrective Action Provisions |
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
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
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As of September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 risk based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
782,872
|
|
|
11.8
|
%
|
|
$
|
264,707
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
813,874
|
|
|
12.3
|
%
|
|
264,674
|
|
|
4.0
|
%
|
|
$
|
397,012
|
|
|
6.0
|
%
|
||
Total risk based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
851,867
|
|
|
12.9
|
%
|
|
529,521
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
861,392
|
|
|
13.0
|
%
|
|
529,273
|
|
|
8.0
|
%
|
|
661,591
|
|
|
10.0
|
%
|
|||
Tier 1 leverage capital (to
average assets): |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
782,872
|
|
|
9.1
|
%
|
|
344,120
|
|
|
4.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
$
|
813,874
|
|
|
9.5
|
%
|
|
$
|
344,133
|
|
|
4.0
|
%
|
|
$
|
430,166
|
|
|
5.0
|
%
|
|
2015
|
|
2014
|
||||
Commitments to extend credit
|
$
|
2,156,243
|
|
|
$
|
1,939,544
|
|
Letters of credit
|
52,571
|
|
|
54,381
|
|
2016
|
$
|
4,645
|
|
2017
|
4,200
|
|
|
2018
|
3,703
|
|
|
2019
|
3,129
|
|
|
2020
|
2,546
|
|
|
2021 and thereafter
|
4,231
|
|
|
Total
|
$
|
22,454
|
|
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
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
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
|
|
|
—
|
|
||||
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
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
As of September 30, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
222,725
|
|
|
$
|
222,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mortgage-backed securities
|
1,103,415
|
|
|
—
|
|
|
1,103,415
|
|
|
—
|
|
||||
States and political subdivision securities
|
2,189
|
|
|
—
|
|
|
160
|
|
|
2,029
|
|
||||
Corporate debt securities
|
11,873
|
|
|
—
|
|
|
11,873
|
|
|
—
|
|
||||
Other
|
1,040
|
|
|
—
|
|
|
1,040
|
|
|
—
|
|
||||
Securities available for sale
|
$
|
1,341,242
|
|
|
$
|
222,725
|
|
|
$
|
1,116,488
|
|
|
$
|
2,029
|
|
Derivatives-assets
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Derivatives-liabilities
|
13,092
|
|
|
—
|
|
|
13,092
|
|
|
—
|
|
||||
Fair value loans and written loan
commitments |
985,411
|
|
|
—
|
|
|
985,411
|
|
|
—
|
|
|
Other Securities Available for Sale
|
||
Balance as of September 30, 2013
|
$
|
2,243
|
|
Principal paydown
|
(214
|
)
|
|
Balance as of September 30, 2014
|
$
|
2,029
|
|
Principal paydown
|
(195
|
)
|
|
Unrealized gain included in other comprehensive income
|
1
|
|
|
Balance as of September 30, 2015
|
$
|
1,835
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Other real estate owned
|
$
|
8,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,826
|
|
Impaired loans
|
153,318
|
|
|
—
|
|
|
—
|
|
|
153,318
|
|
||||
Loans held for sale, at lower of cost or fair
value
|
9,867
|
|
|
—
|
|
|
9,867
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Other real estate owned
|
$
|
36,879
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,879
|
|
Impaired loans
|
111,265
|
|
|
—
|
|
|
—
|
|
|
111,265
|
|
||||
Loans held for sale, at lower of cost or fair
value |
10,381
|
|
|
—
|
|
|
10,381
|
|
|
—
|
|
Financial
Instrument
|
Fair Value of Assets / (Liabilities) at September 30, 2015
|
|
Valuation
Technique(s)
|
|
Unobservable
Input
|
|
Range
|
|
Weighted
Average
|
||
Other real estate
owned
|
$
|
8,826
|
|
|
Appraisal value
|
|
Property specific adjustment
|
|
N/A
|
|
N/A
|
Impaired loans
|
$
|
153,318
|
|
|
Appraisal value
|
|
Property
specific adjustment |
|
N/A
|
|
N/A
|
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||
|
Level in
Fair Value
Hierarchy
|
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
Level 1
|
|
$
|
237,770
|
|
|
$
|
237,770
|
|
|
$
|
256,639
|
|
|
$
|
256,639
|
|
Loans, net excluding fair valued loans and loans
held for sale
|
Level 3
|
|
6,139,444
|
|
|
6,120,262
|
|
|
5,744,157
|
|
|
5,734,274
|
|
||||
Accrued interest receivable
|
Level 2
|
|
44,077
|
|
|
44,077
|
|
|
42,609
|
|
|
42,609
|
|
||||
Federal Home Loan Bank stock
|
Level 2
|
|
35,745
|
|
|
35,745
|
|
|
35,922
|
|
|
35,922
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
Level 2
|
|
$
|
7,387,065
|
|
|
$
|
7,385,894
|
|
|
$
|
7,052,180
|
|
|
$
|
7,057,591
|
|
FHLB advances, related party notes payable, and other borrowings
|
Level 2
|
|
581,000
|
|
|
584,261
|
|
|
616,389
|
|
|
604,615
|
|
||||
Securities sold under repurchase agreements
|
Level 2
|
|
185,271
|
|
|
185,271
|
|
|
161,687
|
|
|
161,687
|
|
||||
Accrued interest payable
|
Level 2
|
|
4,006
|
|
|
4,006
|
|
|
5,273
|
|
|
5,273
|
|
||||
Subordinated debentures and subordinated notes payable
|
Level 2
|
|
90,727
|
|
|
91,305
|
|
|
56,083
|
|
|
56,084
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
109,065
|
|
|
$
|
104,952
|
|
|
$
|
96,243
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
57,455,693
|
|
|
57,886,114
|
|
|
57,886,114
|
|
|||
Dilutive effect of stock based compensation
|
45,185
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding for diluted earnings per share calculation
|
57,500,878
|
|
|
57,886,114
|
|
|
57,886,114
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.90
|
|
|
$
|
1.81
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
$
|
1.90
|
|
|
$
|
1.81
|
|
|
$
|
1.66
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
2,274
|
|
|
$
|
5,753
|
|
Investment in subsidiaries
|
1,540,682
|
|
|
1,508,175
|
|
||
Accrued interest receivable
|
2
|
|
|
2
|
|
||
Net deferred tax assets
|
852
|
|
|
416
|
|
||
Other assets
|
6,642
|
|
|
9,152
|
|
||
Total assets
|
$
|
1,550,452
|
|
|
$
|
1,523,498
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Related party notes payable
|
$
|
—
|
|
|
$
|
41,295
|
|
Subordinated debentures and subordinated notes payable
|
90,727
|
|
|
56,083
|
|
||
Accrued interest payable
|
274
|
|
|
115
|
|
||
Income taxes payable
|
—
|
|
|
4,915
|
|
||
Accrued expenses and other liabilities
|
105
|
|
|
—
|
|
||
Total liabilities
|
91,106
|
|
|
102,408
|
|
||
|
|
|
|||||
Stockholders’ equity
|
|
|
|
||||
Common stock
|
552
|
|
|
579
|
|
||
Additional paid-in capital
|
1,201,387
|
|
|
1,260,124
|
|
||
Retained earnings
|
255,089
|
|
|
166,544
|
|
||
Accumulated other comprehensive income (loss)
|
2,318
|
|
|
(6,157
|
)
|
||
Total stockholders’ equity
|
1,459,346
|
|
|
1,421,090
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,550,452
|
|
|
$
|
1,523,498
|
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income
|
|
|
|
|
|
||||||
Dividends from subsidiary bank
|
$
|
88,647
|
|
|
$
|
105,000
|
|
|
$
|
49,900
|
|
Dividends on securities
|
304
|
|
|
257
|
|
|
112
|
|
|||
Other
|
53
|
|
|
40
|
|
|
40
|
|
|||
Total income
|
89,004
|
|
|
105,297
|
|
|
50,052
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Interest on related party notes payable
|
771
|
|
|
921
|
|
|
950
|
|
|||
Interest on subordinated debentures and subordinated notes payable
|
1,557
|
|
|
1,315
|
|
|
1,347
|
|
|||
Salaries and employee benefits
|
1,547
|
|
|
661
|
|
|
906
|
|
|||
Professional fees
|
722
|
|
|
1,080
|
|
|
135
|
|
|||
Other
|
2,224
|
|
|
1,834
|
|
|
2,388
|
|
|||
Total expense
|
6,821
|
|
|
5,811
|
|
|
5,726
|
|
|||
|
|
|
|
|
|
||||||
Income before income tax and equity in undistributed net income of subsidiaries
|
82,183
|
|
|
99,486
|
|
|
44,326
|
|
|||
Income tax benefit
|
2,850
|
|
|
1,993
|
|
|
1,955
|
|
|||
Income before equity in undistributed net income of subsidiaries
|
85,033
|
|
|
101,479
|
|
|
46,281
|
|
|||
Equity in undistributed net income of subsidiaries
|
24,032
|
|
|
3,473
|
|
|
49,962
|
|
|||
Net income
|
$
|
109,065
|
|
|
$
|
104,952
|
|
|
$
|
96,243
|
|
|
Years Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
109,065
|
|
|
$
|
104,952
|
|
|
$
|
96,243
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
12
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
1,236
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(5,351
|
)
|
|
(7,478
|
)
|
|
750
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Other assets
|
2,510
|
|
|
7,052
|
|
|
(875
|
)
|
|||
Accrued interest and other liabilities
|
264
|
|
|
(10
|
)
|
|
(558
|
)
|
|||
Equity in undistributed net income of subsidiaries
|
(24,032
|
)
|
|
(3,473
|
)
|
|
(49,962
|
)
|
|||
Net cash provided by operating activities
|
83,704
|
|
|
101,043
|
|
|
45,598
|
|
|||
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
|
(20,520
|
)
|
|
(102,000
|
)
|
|
(41,400
|
)
|
|||
Net cash used in financing activities
|
(87,183
|
)
|
|
(102,000
|
)
|
|
(41,400
|
)
|
|||
Net increase (decrease) in cash and due from banks
|
(3,479
|
)
|
|
(957
|
)
|
|
4,198
|
|
|||
Cash and due from banks, beginning of year
|
5,753
|
|
|
6,710
|
|
|
2,512
|
|
|||
Cash and due from banks, end of year
|
$
|
2,274
|
|
|
$
|
5,753
|
|
|
$
|
6,710
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
Great Western Bancorp, Inc.
|
Date: December 11, 2015
|
By:
/s/_Ken Karels_________________________
Name: Ken Karels
Title: President and Chief Executive Officer |
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/ Richard Rauchenberger
|
|
Richard Rauchenberger
|
Director
|
|
|
/s/ Daniel Rykhus
|
|
Daniel Rykhus
|
Director
|
|
|
/s/ James Spies
|
|
James Spies
|
Director
|
|
|
/s/ Peter Chapman
|
|
Peter Chapman
|
Chief Financial Officer and Executive Vice President
(Principal Financial Officer and Principal Accounting Officer) |
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))
|
||
|
|
||
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
|
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)
|
||
|
|
||
4.4
|
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))
|
||
|
|
||
4.5
|
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))
|
||
|
|
||
4.6
|
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)
|
||
|
|
||
4.7
|
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))
|
||
|
|
||
4.8
|
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))
|
4.9
|
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))
|
||
|
|
||
4.10
|
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))
|
||
|
|
||
4.11
|
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)
|
||
|
|
||
4.12
|
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))
|
||
|
|
||
4.13
|
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)
|
||
|
|
||
4.14
|
Termination of Credit Agreement, dated July 31, 2015, between Great Western Bancorp, Inc. and National Australia Bank Limited
|
||
|
|
||
4.15
|
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))
|
||
|
|
||
4.16
|
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)
|
||
|
|
||
4.17
|
Termination of Subordinated Note of Great Western Bancorp, Inc., dated July 31, 2015, between Great Western Bancorp, Inc. and National Australia Bank Limited
|
||
|
|
||
4.18
|
Credit Agreement, dated July 31, 2015, between Great Western Bancorp, Inc. and Wells Fargo Bank, National Association
|
||
|
|
||
4.19
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and American National Bank, both dated July 31, 2015
|
||
|
|
||
4.20
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and AnchorBank FSB, both dated July 31, 2015
|
||
|
|
||
4.21
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and The Cincinnati Insurance Company, both dated July 31, 2015
|
||
|
|
||
4.22
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and The Cincinnati Life Insurance Company, both dated July 31, 2015
|
||
|
|
||
4.23
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and Federated Mutual Insurance Company, both dated July 31, 2015
|
||
|
|
||
4.24
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and Federated Life Insurance Company, both dated July 31, 2015
|
||
|
|
||
4.25
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and Great American Life Insurance Company, both dated July 31, 2015
|
||
|
|
||
4.26
|
Subordinated Note of Great Western Bancorp, Inc. and Purchase Agreement between Great Western Bancorp, Inc. and North American Savings Bank, FSB, both dated July 31, 2015
|
||
|
|
4.27
|
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))
|
||
|
|
||
4.28
|
Guarantee Agreement, dated as of March 10, 2006, between Great Western Bancorporation, Inc. and LaSalle Bank National Association (incorporated by reference to Exhibit 4.16 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
|
||
|
|
||
4.29
|
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))
|
||
|
|
||
4.30
|
Second Supplemental Indenture, dated as of October 17, 2014, among 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)
|
||
|
|
||
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
|
Registration Rights Agreement, dated October 20, 2014, between National Australia Bank Limited, National Americas Holdings LLC and Great Western Bancorp, Inc. (incorporated by reference to Exhibit 10.4 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)
|
||
|
|
||
10.5
|
Employment Agreement, dated January 16, 2014, between Great Western Bank and Kenneth Karels (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
|
||
|
|
||
10.6
|
Secondment Letter, dated November 8, 2012, between National Australia Bank Limited and Peter Chapman (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
|
||
|
|
||
10.7
|
Secondment Letter, dated August 5, 2010, between National Australia Bank Limited and Stephen Ulenberg, as amended by the letter dated December 23, 2013 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on August 28, 2014 (File No. 333-198458))
|
||
|
|
||
10.8
|
Employment Agreement, dated September 15, 2014, between Great Western Bancorp, Inc. and Kenneth Karels (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
|
||
|
|
||
10.9
|
Employment Agreement, dated September 12, 2014, between Great Western Bancorp, Inc. and Peter Chapman (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
|
||
|
|
||
10.10
|
Employment Agreement, dated September 12, 2014, between Great Western Bancorp, Inc. and Stephen Ulenberg (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on September 25, 2014 (File No. 333-198458))
|
||
|
|
|
|
||
10.11
|
Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by Great Western Bancorp, Inc. on October 16, 2014 (File No. 333-199426))
|
||
|
|
||
10.12
|
Great Western Bancorp, Inc. 2014 Non-Employee Director Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed by Great Western Bancorp, Inc. on October 16, 2014 (File No. 333-199426))
|
||
|
|
||
10.13
|
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)
|
||
|
|
||
10.14
|
Form of Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 3, 2014 (File No. 333-198458))
|
||
|
|
||
10.15
|
Form of Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 3, 2014 (File No. 333-198458))
|
||
|
|
||
10.16
|
Form of Great Western Bancorp, Inc. 2014 Non-Employee Director Plan Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 9, 2014 (File No. 333-198458))
|
||
|
|
||
10.17
|
Form of Great Western Bancorp, Inc. 2014 Non-Employee Director Plan Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-1 filed by Great Western Bancorp, Inc. on October 3, 2014 (File No. 333-198458))
|
||
|
|
||
11.1
|
Statement regarding Computation of Per Share Earnings (included as Note 24 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
|
THIS SUBORDINATED NOTE
|
MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "
SECURITIES ACT"
), OR ANY OTHER STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SUBORDINATED NOTE IS ISSUED
|
4.
|
Redemption.
|
/
|
political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, there exists a material risk that interest payable by the Company on the Subordinated Notes is not, or within 120 days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.
|
(e)
|
the failure ofthe Company to perform any other covenant or agreement on the
|
7.
|
Affirmative Covenants of the Company.
|
10.
|
Intentionally omitted.
|
D
|
(6)
transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an "accredited investor" (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain representation's and agreements; or
|
D
|
(7)
transferred in accordance with another available exemption from the registration requirements of the Securities Act of 1933, as amended.
|
1.
|
DEFINITIONS.
|
1.3
|
Exhibits Incorporated.
All Exhibits attached are hereby incorporated into this Agreement.
|
2.
|
SUBORDINATED DEBT.
|
2.3
|
Maturity Date.
On the Maturity Date, all sums due and owing under this Agreement and the Subordinated Notes shall be repaid in full. Company acknowledges and agrees that the Purchasers have not made any commitments, either express or implied, to extend the terms of the Subordinated Notes past their Maturity Date, and shall not extend such terms beyond the Maturity Date unless Company and the Purchasers hereafter specifically otherwise agree in writing.
|
3.
|
DISBURSEMENT.
|
3.2
|
Conditions Precedent to Disbursement.
|
3.2.1.1
|
Transaction Documents.
This Agreement and the Subordinated Notes (collectively, the "
Transaction Documents"
), each duly authorized and executed by Company.
|
3.2.1.2
|
Authority Documents.
|
(b)
|
A certificate of existence of Company issued by the Secretary of State of the State of Delaware;
|
3.2.2
|
Conditions to Company's Obligation.
|
4.
|
REPRESENTATIONS AND WARRANTIES OF COMPANY.
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4.1
|
Organization and Authority.
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4.1.1
|
Organization Matters of Company and Its Subsidiaries.
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4.2
|
No Impediment to Transactions.
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4.4
|
Financial Condition.
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4.6
|
Legal Matters.
|
4.12
|
Representations and Warranties Generally.
The representations and warranties of Company set forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the
|
5.
|
GENERAL COVENANTS, CONDITIONS AND AGREEMENTS.
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5.3
|
Compliance with Laws.
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6.
|
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS.
|
6.5
|
Institutional Accredited Investor.
It
is and will be on the Closing Date an institutional "accredited investor" as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 50l(a) of Regulation D, and has no less than $5,000,000 in total assets.
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6.8
|
Information.
It
acknowledges that: (i) it is not being provided with the disclosures that would
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6.10
|
Investment Decision.
It has made its own investment decision based upon its own judgment,
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Great American Life Insurance Co.
Great American Life Insurance Co. Attn: Anita Giesler
301 E. 4th Street, 27th Floor Cincinnati, OH 45202
|
$10,000,000
|
North American Savings Bank, F.S.B.
North American Savings Bank, F.S.B. 12498 S. US Highway 71
Grandview, MO 64030
|
$7,000,000
|
Federated Life Insurance Company
Federated Life Insurance Company Attn: Donna Ennis
121 East Park Square Owatonna, MN 55060
|
$2,000,000
|
Federated Mutual Insurance Company
Federated Mutual Insurance Company Attn: Donna Ennis
121 East Park Square
Owatonna, MN 55060
|
$3,000,000
|
The Cincinnati Insurance Company
The Cincinnati Insurance Company c/o Fifth Third Bank
Attn: Janice West
5050 Kingsley Drive, 1MOB2J Cincinnati, OH 45227
|
$3,000,000
|
ANCHORBANK, FSB
ANCHORBANK, FSB
25 W. Main Street Madison, WI 53703
|
$5,000,000
|
American National Bank
American National Bank 8990 West Dodge Road Omaha, NE 68114
|
$3,000,000
|
The Cincinnati Life Insurance Company
The Cincinnati Life Insurance Company c/oFifth Third Bank
Attn: Janice West
5050 Kingsley Drive, 1MOB2J
Cincinnati, OH 45227
|
$2,000,000
|
Aggreo-ate Amount of Subordinated Notes:
|
$35,000,000
|
THIS SUBORDINATED NOTE
|
MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS .SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "
SECURITIES ACT"
), OR ANY OTHER STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SUBORDINATED NOTE IS ISSUED
|
2.
|
Payment. The Company, for value received, promises to pay to
_
|
|
,or its registered assigns, the principal sum of dollars (U.S.) ($ ), plus accrued but unpaid interest on August 15, 2025 ("
Stated Maturity"
) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding August 15, 2020 or earlier redemption only as provided in this Subordinated Note, at the rate of 4.875% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on February 15 and August 15 of each year (each, a "
Fixed Interest Payment Date"
), beginning February 15, 2016, and (ii) from and including August 15, 2020 to but excluding the Stated Maturity or earlier redemption only as provided in this Subordinated Note, at the rate per annum, reset quarterly, equal to LIBOR, as defined herein, determined on the determination date of the applicable Interest Period plus 315 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year
|
4.
|
Redemption.
|
/
|
political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, there exists a material risk that interest payable by the Company on the Subordinated Notes is not, or within 120 days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.
|
5.
|
Events of Default; Acceleration; Compliance Certificate.
Each of the following
|
(e)
|
the failure of the Company to perform any other covenant or agreement on the
|
7.
|
Affirmative Covenants of the Company.
|
10.
|
Intentionally omitted.
|
/
|
appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this
|
.
|
23. Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH INTENT.
|
/ '
|
and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15).
|
D
|
(6) transferred to an institutional "accredited investor" (as defmed in Rule 501(a)(l), (2), (3) or (7) under the Securities Act) or an "accredited investor" (as defmed in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain representation's and agreements; or
|
D
|
(7) transferred in accordance with another available exemption from the registration requirements of the Securities Act of 1933, as amended.
|
1.
|
Each of Company and Bank (i) has been organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization,
(ii)
has all requisite power and authority to carry on its business and to own, lease and operate its prope1iies and assets as described in Company's SEC Reports and
(iii)
is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
|
2.
|
Company has all necessary power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to consummate the transactions contemplated by the Agreement.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Great Western Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: December 11, 2015
|
|
By:
|
/s/ Ken Karels
|
|
|
Name:
|
Ken Karels
|
|
|
Title:
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Great Western Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: December 11, 2015
|
|
By:
|
/s/ Peter Chapman
|
|
|
Name:
|
Peter Chapman
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: December 11, 2015
|
|
By:
|
/s/ Ken Karels
|
|
|
Name:
|
Ken Karels
|
|
|
Title:
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: December 11, 2015
|
|
By:
|
/s/ Peter Chapman
|
|
|
Name:
|
Peter Chapman
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|