UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES ACT OF 1934

For the fiscal year ended December 31, 2014

Commission file number 0-18082

GREAT SOUTHERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	43-1524856
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1451 E. Battlefield, Springfield, Missouri	65804
(Address of principal executive offices)	(Zip Code)

(417) 887-4400

Registrant's telephone number, including area code

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

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes [  ]   No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes [  ]   No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes [X]  No [  ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes [X]  No [  ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]       Accelerated filer [X]       Non-accelerated filer [  ](Do not check if a smaller reporting company) Smaller reporting company [   ]
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	Yes [  ]   No [X]
The aggregate market value of the common stock of the registrant held by non-affiliates of the Registrant on June 30, 2014, computed by reference to the closing price of such shares on that date, was $331,658,432.  At March 3, 2015, 13,772,851 shares of the Registrant's common stock were outstanding.

TABLE OF CONTENTS

		Page
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	54
ITEM 1B.	UNRESOLVED STAFF COMMENTS	64
ITEM 2.	PROPERTIES.	64
ITEM 3.	LEGAL PROCEEDINGS.	65
ITEM 4.	MINE SAFETY DISCLOSURES.	65
ITEM 4A.	EXECUTIVE OFFICERS OF THE REGISTRANT.	65
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	66
ITEM 6.	SELECTED CONSOLIDATED FINANCIAL DATA	67
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	70
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	102
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION	106

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	204
ITEM 9A.	CONTROLS AND PROCEDURES.	204
ITEM 9B.	OTHER INFORMATION.	206
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	207
ITEM 11.	EXECUTIVE COMPENSATION.	207
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	207
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	207
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	208
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	209

SIGNATURES

INDEX TO EXHIBITS

ii

PART I

ITEM 1.  BUSINESS.

THE COMPANY

Great Southern Bancorp, Inc.

Great Southern Bancorp, Inc. ("Bancorp" or "Company") is a bank holding company and a financial holding company and the parent of Great Southern Bank ("Great Southern" or the "Bank"). Bancorp was incorporated under the laws of the State of Delaware in July 1989 as a unitary savings and loan holding company. The Company became a one-bank holding company on June 30, 1998, upon the conversion of Great Southern to a Missouri-chartered trust company. In 2004, Bancorp was re-incorporated under the laws of the State of Maryland.

As a Maryland corporation, the Company is authorized to engage in any activity that is permitted by the Maryland General Corporation Law and is not prohibited by law or regulatory policy. The Company currently conducts its business as a financial holding company. Through the financial holding company structure, it is possible to expand the size and scope of the financial services offered by the Company beyond those offered by the Bank. The financial holding company structure provides the Company with greater flexibility than the Bank has to diversify its business activities, through existing or newly formed subsidiaries, or through acquisitions of or mergers with other financial institutions as well as other companies. At December 31, 2014, Bancorp's consolidated assets were $3.95 billion, consolidated net loans were $3.04 billion, consolidated deposits were $2.99 billion and consolidated total stockholders' equity was $420 million. For details about the Company's assets, revenues and profits for each of the last five fiscal years, see Item 6. "Selected Consolidated Financial Data."  The assets of the Company consist primarily of the stock of Great Southern, available-for-sale securities, minority interests in a local trust company and a merchant banking company and cash.

Through the Bank and subsidiaries of the Bank, the Company has historically offered insurance, travel, investment and related services, which are discussed further below.  The travel and investment services divisions were sold on November 30, 2012.  The activities of the Company are funded by retained earnings and through dividends from Great Southern. Activities of the Company may also be funded through borrowings from third parties, sales of additional securities or through income generated by other activities of the Company.

The executive offices of the Company are located at 1451 East Battlefield, Springfield, Missouri 65804, and its telephone number at that address is (417) 887-4400.

Great Southern Bank

Great Southern was formed as a Missouri-chartered mutual savings and loan association in 1923, and, in 1989, converted to a Missouri-chartered stock savings and loan association. In 1994, Great Southern changed to a federal savings bank charter and then, on June 30, 1998, changed to a Missouri-chartered trust company (the equivalent of a commercial bank charter). Headquartered in Springfield, Missouri, Great Southern offers a broad range of banking services through its 108 banking centers located in southern and central Missouri; the Kansas City, Missouri area; the St. Louis, Missouri area; eastern Kansas; northwestern Arkansas; eastern Nebraska, the Minneapolis, Minnesota area and eastern, western and central Iowa. At December 31, 2014, the Bank had total assets of $3.95 billion, net loans of $3.04 billion, deposits of $3.06 billion and stockholders' equity of $385.1 million, or 9.7% of total assets. Its deposits are insured by the Deposit Insurance Fund ("DIF") to the maximum levels permitted by the FDIC.

The size and complexity of the Bank's operations increased substantially in 2009 with the completion of two Federal Deposit Insurance Corporation ("FDIC")-assisted transactions, and again in 2011, 2012 and 2014 with the completion of another FDIC-assisted transaction in each of those years.  In 2009, the Bank entered into two separate purchase and assumption agreements including loss sharing with the FDIC to assume all of the deposits (excluding brokered deposits) and certain liabilities and acquire certain assets of TeamBank, N.A. and Vantus Bank.  In these two transactions we acquired assets with a fair value of approximately $628.2 million (approximately 17.3% of the Company's total consolidated assets at acquisition) and $294.2 million (approximately 8.8% of the Company's total consolidated assets at acquisition), respectively, and assumed liabilities with a fair value of $610.2 million (approximately 16.8% of the Company's total consolidated assets at acquisition) and $440.0 million (approximately 13.2% of the Company's total consolidated assets at acquisition), respectively.  They also resulted in gains of $43.9 million and $45.9 million, respectively, which were included in Noninterest Income in the Company's Consolidated Statement of Income for the year ended December 31, 2009.  Prior to these acquisitions, the Company operated banking centers in Missouri with loan production offices in Arkansas and Kansas.  These acquisitions added 31 banking centers and expanded our footprint to cover five states – Iowa, Kansas, Missouri, Arkansas and Nebraska.  In 2011, the Bank entered into a purchase and assumption agreement including loss sharing with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Sun Security Bank, which added locations in

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southern Missouri and St. Louis.  In this transaction we acquired assets with a fair value of approximately $248.9 million (approximately 8.1% of the Company's total consolidated assets at acquisition) and assumed liabilities with a fair value of $345.8 million (approximately 10.1% of the Company's total consolidated assets at acquisition).  It also resulted in a gain of $16.5 million which was included in Noninterest Income in the Company's Consolidated Statement of Income for the year ended December 31, 2011. In 2012, the Bank entered into a purchase and assumption agreement including loss sharing with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Inter Savings Bank, FSB ("InterBank"), which added four locations in the greater Minneapolis, Minnesota area.  In this transaction we acquired assets with a fair value of approximately $364.2 million (approximately 9.4% of the Company's total consolidated assets at acquisition) and assumed liabilities with a fair value of approximately $458.7 million (approximately 11.9% of the Company's total consolidated assets at acquisition).  It also resulted in a gain of $31.3 million which was included in Noninterest Income in the Company's Consolidated Statement of Income for the year ended December 31, 2012.  The acquisition added four banking centers in the Minneapolis metropolitan area.

In 2014, the Bank entered into a purchase and assumption agreement (excluding loss sharing) with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Valley Bank ("Valley"), which added five locations in the Quad Cities area of eastern Iowa and six locations in central Iowa, primarily in the Des Moines market area.  In this transaction we acquired assets with a fair value of approximately $378.7 million (approximately 10.0% of the Company's total consolidated assets at acquisition) and assumed liabilities with a fair value of approximately $367.9 million (approximately 9.8% of the Company's total consolidated assets at acquisition).  It also resulted in a gain of $10.8 million which was included in Noninterest Income in the Company's Consolidated Statement of Income for the year ended December 31, 2014.  The acquisition added banking centers in new markets for the Company in eastern Iowa and enhanced our market presence in central Iowa.

Also in 2014, the Bank entered into a purchase and assumption agreement to acquire certain assets and depository accounts from Neosho, Mo.-based Boulevard Bank ("Boulevard"), which added one location in the Neosho, Mo. market, where the Company already had existing operations.  In this transaction we acquired assets (primarily cash and cash equivalents) with a fair value of approximately $92.5 million (approximately 2.6% of the Company's total consolidated assets at acquisition) and assumed liabilities (all deposits and related accrued interest) with a fair value of approximately $93.3 million (approximately 2.6% of the Company's total consolidated assets at acquisition).  This acquisition resulted in recognition of $792,000 of goodwill, which was included in Assets in the Company's Consolidated Statement of Financial Condition for the year ended December 31, 2014.

The Company also opened commercial loan production offices in Dallas, Texas and Tulsa, Oklahoma during 2014.  The primary products offered in these offices are commercial real estate, commercial business and commercial construction loans.

The loss sharing agreements related to the FDIC-assisted transactions in 2009, 2011 and 2012 added to the complexity of our operations by creating the need for new employees and processes to ensure compliance with the loss sharing agreements and the collection of problem assets acquired.  See Note 4 included in Item 8. "Financial Statements and Supplementary Information" for a more detailed discussion of these FDIC-assisted transactions and the loss sharing agreements.

Great Southern is principally engaged in the business of originating residential and commercial real estate loans, construction loans, other commercial loans and consumer loans and funding these loans by attracting deposits from the general public, originating brokered deposits and borrowings from the Federal Home Loan Bank of Des Moines (the "FHLBank") and others.

For many years, Great Southern has followed a strategy of emphasizing loan origination through residential, commercial and consumer lending activities in its market areas. The goal of this strategy is to be one of the leading providers of financial services in its market areas, while simultaneously diversifying assets and reducing interest rate risk by originating and holding adjustable-rate loans and fixed-rate loans, primarily with terms of five years or less, in its portfolio and by selling longer-term fixed-rate single-family mortgage loans in the secondary market. The Bank continues to place primary emphasis on residential mortgage and other real estate lending while also expanding and increasing its originations of commercial business and consumer loans.

The corporate office of the Bank is located at 1451 East Battlefield, Springfield, Missouri 65804 and its telephone number at that address is (417) 887-4400.

Forward-Looking Statements

When used in this Annual Report and in other documents filed or furnished by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, (i) non-interest expense reductions from Great Southern's banking center consolidations might be less

2

than anticipated and the costs of the consolidation and impairment of the value of the affected premises might be greater than expected; (ii) expected cost savings, synergies and other benefits from the Company's merger and acquisition activities, including but not limited to the recently completed Valley Bank FDIC-assisted transaction, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (iii) changes in economic conditions, either nationally or in the Company's market areas; (iv) fluctuations in interest rates; (v) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (vi) the possibility of other-than-temporary impairments of securities held in the Company's securities portfolio; (vii) the Company's ability to access cost-effective funding; (viii) fluctuations in real estate values and both residential and commercial real estate market conditions; (ix) demand for loans and deposits in the Company's market areas; (x) legislative or regulatory changes that adversely affect the Company's business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementing regulations, and the overdraft protection regulations and customers' responses thereto; (xi) monetary and fiscal policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board or the FRB") and the U.S. Government and other governmental initiatives affecting the financial services industry; (xii) results of examinations of the Company and Great Southern by their regulators, including the possibility that the regulators may, among other things, require the Company to increase its allowance for loan losses or to write-down assets; (xiii) the uncertainties arising from the Company's participation in the Small Business Lending Fund program, including uncertainties concerning the potential future redemption by us of the U.S. Treasury's preferred stock investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption; (xiv) costs and effects of litigation, including settlements and judgments; and (xv) competition. The Company wishes to advise readers that the factors listed above and other risks described from time to time in documents filed or furnished by the Company with the SEC could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Internet Website

Bancorp maintains a website at www.greatsouthernbank.com. The information contained on that website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Bancorp currently makes available on or through its website Bancorp's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K or amendments to these reports. These materials are also available free of charge (other than a user's regular internet access charges) on the Securities and Exchange Commission's website at www.sec.gov.

Market Areas

During 2014, the Company increased its banking center network from 96 to 108 banking centers.  A net total of 12 offices were added, including 11 net offices from the Valley Bank FDIC-assisted acquisition, one net office from the Neosho, Mo., Boulevard Bank transaction, leased office closures in Lamar, Mo., and Johnston, Iowa, and new banking center openings in Fayetteville, Ark., and Ferguson, Mo.  The Company also relocated a banking center in Ames, Iowa. At the end of 2014, the Company operated 108 full-service banking centers serving more than 163,000 households in six states – Missouri, Arkansas, Iowa, Kansas, Minnesota and Nebraska.

Great Southern's largest concentration of loans and deposits are in the Springfield, Mo., and St. Louis, Mo., market areas. In the last several years, the Company's loan and deposit portfolios have become more diversified because of its participation in five FDIC-assisted acquisitions and organic growth.  The FDIC-assisted acquisitions significantly expanded the Company's geographic footprint, which prior to 2009 was primarily in southwest and central Missouri, by adding operations in Iowa, Kansas, Minnesota and Nebraska. Besides the Springfield and St. Louis market areas, the Company has loan and deposit concentrations in the following market areas: Kansas City, Mo.; Branson, Mo.; Sioux City, Iowa; Des Moines, Iowa; Northwest Arkansas; Omaha, Neb.; Minneapolis, Minn.; and Eastern Iowa in the area known as the "Quad Cities."  Loans and deposits are also generated in banking centers in rural markets in Missouri, Iowa, Kansas and Nebraska.  In addition, the Company has opened commercial loan production offices in Dallas, Tex. and Tulsa, Okla.

As of December 31, 2014, the Company's total loan portfolio balance, excluding acquired loans, was $2.6 billion. Geographically, the loan portfolio consists of loans collateralized by property (real estate and other assets) located in the following regions (including loan balance and percentage of total loans): St. Louis ($525 million, 20%); Springfield ($451 million, 17%); Kansas City ($181 million, 7%); Branson ($117 million, 4%); Northwest Arkansas ($92 million, 4%); other Missouri regions ($288 million, 11%); Tulsa ($80 million, 3%); Dallas ($75 million, 3%); and other states and regions ($827 million, 31%).

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The Company's net book balance of its portfolio of loans covered by FDIC loss sharing agreements was $287 million as of December 31, 2014. The FDIC loss sharing agreements, which were a part of two FDIC-assisted transactions completed in 2009, one FDIC-assisted transaction completed in 2011, and one FDIC-assisted transaction completed in 2012, provide the Company at least 80% protection against losses on the loans in this portfolio.  The FDIC loss sharing agreements are subject to limitations on the types of losses covered and the length of time losses are covered and are conditioned upon the Bank complying with its requirements in the agreements with the FDIC.  These limitations are described in detail in Note 4 of the accompanying audited financial statements, see Item 8 "Financial Statements and Supplementary Information". Geographically, the total loan portfolio covered by FDIC loss sharing agreements at December 31, 2014, consists of loans collateralized by property (real estate and other assets) located in the following regions (including gross loan balance and percentage of total loans): Minneapolis ($227 million, 67%); St. Louis ($29 million, 8%); Kansas City ($10 million, 3%); Sioux City, Iowa  ($9 million, 3%); Des Moines, Iowa ($6 million, 2%); other Missouri regions ($28 million, 8%); and other regions ($31 million, 9%).

The Company's net book balance of its portfolio of loans which were previously covered by FDIC loss sharing agreements, but are no longer covered due to the expiration of the non-single-family portion of the agreements, was $50 million as of December 31, 2014. These loans were acquired as part of the two FDIC-assisted transactions completed in 2009.

The Company's net book balance of its portfolio of loans which were acquired in the Valley Bank FDIC-assisted transaction was $122 million as of December 31, 2014. These loans were initially recorded at their fair value on the acquisition date of June 20, 2014.  No loss sharing agreement was included in this transaction.

Lending Activities

General

From its beginnings in 1923 through the early 1980s, Great Southern primarily made long-term, fixed-rate residential real estate loans that it retained in its loan portfolio. Beginning in the early 1980s, Great Southern increased its efforts to originate short-term and adjustable-rate loans. Beginning in the mid-1980s, Great Southern increased its efforts to originate commercial real estate and other residential loans, primarily with adjustable rates or shorter-term fixed rates. In addition, some competitor banking organizations merged with larger institutions and changed their business practices or moved operations away from the Springfield, Mo. area, and others consolidated operations from the Springfield, Mo. area to larger cities. This provided Great Southern expanded opportunities in residential and commercial real estate lending as well as in the origination of commercial business and consumer loans, primarily in indirect automobile lending.

In addition to origination of these loans, the Bank has expanded and enlarged its relationships with smaller banks to purchase participations (at par, generally with no servicing costs) in loans the smaller banks originate but are unable to retain in their portfolios due to capital limitations.  The Bank uses the same underwriting guidelines in evaluating these participations as it does in its direct loan originations. At December 31, 2014, the balance of participation loans purchased and held in the portfolio, excluding those covered by loss sharing agreements, was $93.7 million, or 3.18% of the total loan portfolio. All of these participation loans were performing at December 31, 2014.

One of the principal historical lending activities of Great Southern is the origination of fixed and adjustable-rate conventional residential real estate loans to enable borrowers to purchase or refinance owner-occupied homes. Great Southern originates a variety of conventional, residential real estate mortgage loans, principally in compliance with Freddie Mac and Fannie Mae standards for resale in the secondary market. Great Southern promptly sells most of the fixed-rate residential mortgage loans that it originates.  To date, Great Southern has not experienced difficulties selling these loans in the secondary market and has had minimal requests for repurchase.  Depending on market conditions, the ongoing servicing of these loans is at times retained by Great Southern, but generally servicing is released to the purchaser of the loan. Great Southern retains in its portfolio substantially all of the adjustable-rate mortgage loans that it originates. 

Another principal lending activity of Great Southern is the origination of commercial real estate, multi-family and commercial construction loans. Since the early 1990s, commercial real estate, multi-family and commercial construction loans have represented the largest percentage of the loan portfolio.  At December 31, 2014, commercial real estate, multi-family and commercial construction loans, excluding acquired loans, accounted for approximately 29%, 12% and 12%, respectively, of the total portfolio.  Of the portfolio of acquired loans, commercial real estate loans (net of fair value discounts) accounted for approximately 3% of the total portfolio at December 31, 2014.

In addition, Great Southern in recent years has increased its emphasis on the origination of other commercial loans, home equity loans and consumer loans, and is also an issuer of letters of credit.  Letters of credit are contingent obligations and are not included in the Bank's loan portfolio.  See "— Other Commercial Lending," "- Classified Assets," and "Loan Delinquencies and Defaults" below.

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The percentage of collateral value Great Southern will loan on real estate and other property varies based on factors including, but not limited to, the type of property and its location and the borrower's credit history. As a general rule, Great Southern will loan up to 95% of the appraised value on one-to four-family residential properties. Typically, private mortgage insurance is required for loan amounts above the 80% level. At December 31, 2014 and 2013, loans secured by second liens on residential properties were $159.8 million, or 5.0%, and $166.8 million, or 6.5%, respectively, of our total loan portfolio.  For commercial real estate and other residential real property loans, Great Southern may loan up to 85% of the appraised value. The origination of loans secured by other property is considered and determined on an individual basis by management with the assistance of any industry guides and other information which may be available.  Collateral values are reappraised or reassessed as loans are renewed or when significant events indicating potential impairment occur.  On a quarterly basis, management reviews impaired loans to determine whether updated appraisals or reassessments are necessary based on loan performance, collateral type and guarantor support.  While not specifically required by our policy, we seek to obtain cross-collateralization of loans to a borrower when it is available and it is most frequently done on commercial loans.

Loan applications are approved at various levels of authority, depending on the type, amount and loan-to-value ratio of the loan. Loan commitments of more than $750,000 (or loans exceeding the Freddie Mac loan limit in the case of fixed-rate, one- to four-family residential loans for resale) must be approved by Great Southern's loan committee. The loan committee is comprised of the Chief Executive Officer of the Bank, the Chief Lending Officer of the Bank (chairman of the committee), and other senior officers of the Bank involved in lending activities.  All loans, regardless of size or type, are required to conform to certain minimum underwriting standards to assure portfolio quality.  These standards and procedures include, but are not limited to, an analysis of the borrower's financial condition, collateral, repayment ability, verification of liquid assets and credit history as required by loan type.  It has been, and continues to be, our practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan.  Underwriting standards also include loan-to-value ratios which vary depending on collateral type, debt service coverage ratios or debt payment to income ratios, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity.  Generally, deviations from approved underwriting standards can only be allowed when doing so is not in violation of regulations or statutes and when appropriate lending authority is obtained.  The loan committee reviews all new loan originations in excess of lender approval authorities.  For loans originated and held, most lenders have approval authorities of $250,000 or below while nine senior lenders have approval authority of varying amounts up to $1 million.  Lender approval authorities are also subject to loans-to-one borrower limits of $500,000 or below for most lenders and of varying amounts up to $3 million for nine senior lenders.  These standards, as well as our collateral requirements, have not significantly changed in recent years.

In general, state banking laws restrict loans to a single borrower and related entities to no more than 25% of a bank's unimpaired capital and unimpaired surplus, plus an additional 10% if the loan is collateralized by certain readily marketable collateral. (Real estate is not included in the definition of "readily marketable collateral.")  As computed on the basis of the Bank's unimpaired capital and surplus at December 31, 2014, this limit was approximately $102.8 million. See "Government Supervision and Regulation." At December 31, 2014, the Bank was in compliance with the loans-to-one borrower limit. At December 31, 2014, the Bank's largest relationship for purposes of this limit totaled $39.5 million. All loans included in this relationship were current at December 31, 2014.  Our policy does not set a loans-to-one borrower limit that is below the legal limits described; however, we do recognize the need to limit credit risk to any one borrower or group of related borrowers upon consideration of various risk factors.  Extensions of credit to borrowers whose past due loans were charged-off or whose loans are classified as substandard require appropriate lending approval for total credit relationships of $250,000 or less or Loan Committee or Special Assets Committee approval on total credit relationships over $250,000.

Great Southern is permitted under applicable regulations to originate or purchase loans and loan participations secured by real estate located in any part of the United States.  In addition to the market areas where the Company has a presence, the Bank has made or purchased loans, secured primarily by commercial real estate, in other states, primarily Illinois, Florida, Colorado, Wisconsin and Michigan.  At December 31, 2014, loans in these states comprised less than 2% each, respectively, of the total loan portfolio, except for Illinois, which comprised 2.5% of the total loan portfolio.

Loan Portfolio Composition

The following tables set forth information concerning the composition of the Bank's loan portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowance for loan losses) as of the dates indicated. The tables are based on information prepared in accordance with generally accepted accounting principles and are qualified by reference to the Company's Consolidated Financial Statements and the notes thereto contained in Item 8 of this report.

The loans acquired in the four FDIC-assisted transactions completed in 2009 through 2012 are, or were, covered by loss sharing agreements between the FDIC and the Bank which afford the Bank at least 80% protection from potential principal losses.  Because of these loss sharing agreements, the composition of the loans acquired from the former TeamBank, Vantus Bank, Sun Security Bank

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and InterBank is shown below in tables separate from the legacy Great Southern portfolio. In addition, the composition of the loans acquired from the former Valley Bank, which are not covered by a loss sharing agreement, is shown below in tables separate from the legacy Great Southern portfolio. All of these loan portfolios were initially recorded at their fair values at the acquisition date and are recorded by the Company at their discounted value. The following tables reflect the loan balances excluding discounts.

Legacy Great Southern Loan Portfolio Composition:

	December 31,
	2014					2013					2012					2011					2010
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
One- to four- family(1)	$	245,180		8.3	%	$	242,281		10.5	%	$	256,146		12.7	%	$	266,694		14.0	%	$	257,261		15.1	%
Other residential		392,415		13.2			325,599		14.2			267,518		13.2			243,743		12.8			207,059		12.2
Commercial(2)		986,936		33.3			822,920		35.8			736,139		36.4			699,607		36.7			599,025		35.2
Residential construction:
One- to four- family		49,631		1.7			47,308		2.1			52,249		2.5			78,900		4.1			106,128		6.2
Other residential		59,664		2.0			32,988		1.4			27,556		1.4			27,826		1.5			10,000		0.6
Commercial		404,683		13.7			236,635		10.3			198,145		9.8			166,749		8.8			163,214		9.6
Total real estate loans		2,138,509		72.2			1,707,731		74.3			1,537,753		76.0			1,483,519		77.9			1,342,687		78.9
Other Loans:
Consumer loans:
Automobile, boat, etc.		400,392		13.5			215,778		9.4			164,748		8.1			135,480		7.1			124,441		7.3
Home equity and improvement		66,275		2.2			58,297		2.5			54,317		2.7			47,395		2.5			47,534		2.8
Other		987		0.1			1,184		0.1			1,585		0.1			1,147		0.1			1,184		0.1
Total consumer loans		467,654		15.8			275,259		12.0			220,650		10.9			184,022		9.7			173,159		10.2
Other commercial loans		354,012		12.0			315,269		13.7			264,631		13.1			236,384		12.4			185,880		10.9
Total other loans		821,666		27.8			590,528		25.7			485,281		24.0			420,406		22.1			359,039		21.1
Total loans		2,960,175		100.0	%		2,298,259		100.0	%		2,023,034		100.0	%		1,903,925		100.0	%		1,701,726		100.0	%
Less:
Loans in process		323,572					194,544					157,574					103,424					63,108
Deferred fees and discounts		3,276					2,994					2,192					2,726					2,541
Allowance for loan losses		36,300					40,116					40,649					41,232					41,487
Total legacy loans receivable, net	$	2,597,027				$	2,060,605				$	1,822,619				$	1,756,543				$	1,594,590

(1)	Includes loans held for sale.
(2)	Total commercial real estate loans included industrial revenue bonds of $41.1 million, $42.2 million, $43.8 million, $59.8 million and $64.6 million at December 31, 2014, 2013, 2012, 2011 and 2010, respectively.

6

Former TeamBank, N.A. Loan Portfolio Composition:

	December 31,
	2014					2013					2012					2011					2010
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	12,293		28.0	%	$	15,050		28.1	%	$	19,610		22.6	%	$	25,119		15.1	%	$	32,645		14.7	%
Other residential		1,083		2.5			1,163		2.2			4,520		5.2			6,286		3.8			6,947		3.2
Commercial(1)		21,207		48.3			24,682		46.1			41,471		47.8			89,354		53.8			98,147		44.3
Construction		5,257		12.0			6,996		13.0			12,670		14.7			28,582		17.3			55,594		25.1
Total real estate loans		39,840		90.8			47,891		89.4			78,271		90.3			149,341		90.0			193,333		87.3
Other Loans:
Consumer loans:
Home equity and       improvement		3,282		7.5			4,190		7.8			4,989		5.8			5,720		3.4			6,708		3.0
Other		64		0.2			73		0.2			159		0.1			446		0.3			1,029		0.5
Total consumer loans		3,346		7.7			4,263		8.0			5,148		5.9			6,166		3.7			7,737		3.5
Other commercial loans		674		1.5			1,404		2.6			3,243		3.8			10,496		6.3			20,409		9.2
Total other loans		4,020		9.2			5,667		10.6			8,391		9.7			16,662		10.0			28,146		12.7
Total loans(2)		43,860		100.0	%		53,558		100.0	%		86,662		100.0	%		166,003		100.0	%		221,479		100.0	%
Less:
Loans in process		5					5					5					1,719					2,190
Allowance for loan losses		415					—					—					—					—
Fair value discounts		2,295					3,691					9,042					35,409					74,656
Total Team Bank, N.A. loans receivable, net	$	41,145				$	49,862				$	77,615				$	128,875				$	144,633

_____________________

(1)	Total commercial real estate loans included industrial revenue bonds of $2.0 million, $2.1 million, $2.3 million, $2.5 million and $3.0 million at December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(2)	At December 31, 2014, total loans included $28.3 million of non-single-family loans which are no longer covered by the FDIC loss sharing agreement.

7

Former Vantus Bank Loan Portfolio Composition:

	December 31,
	2014					2013					2012					2011					2010
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	13,843		32.8	%	$	18,999		31.7	%	$	26,160		24.7	%	$	38,011		25.4	%	$	54,492		26.2	%
Other residential		2,535		6.0			6,423		10.7			15,434		14.6			18,610		12.5			19,068		9.1
Commercial(1)		11,865		28.2			15,421		25.7			35,431		33.5			48,552		32.5			69,275		33.3
Construction		284		0.7			319		0.5			1,552		1.5			4,613		3.0			10,859		5.2
Total real estate loans		28,527		67.7			41,162		68.6			78,577		74.3			109,786		73.4			153,694		73.8
Other Loans:
Consumer loans:
Student loans		543		1.3			510		0.9			512		0.5			505		0.3			1,276		0.6
Home equity and       improvement		5,104		12.1			5,845		9.7			7,270		6.9			8,460		5.7			9,793		4.7
Other		7,196		17.1			10,182		17.0			14,434		13.6			20,756		13.9			28,890		13.9
Total consumer loans		12,843		30.5			16,537		27.6			22,216		21.0			29,721		19.9			39,959		19.2
Other commercial loans		768		1.8			2,315		3.8			4,967		4.7			9,963		6.7			14,510		7.0
Total other loans		13,611		32.3			18,852		31.4			27,183		25.7			39,684		26.6			54,469		26.2
Total loans(2)		42,138		100.0	%		60,014		100.0	%		105,760		100.0	%		149,470		100.0	%		208,163		100.0	%
Less:
Loans in process		—					3					1,851					255					83
Allowance for loan losses		398					—					—					—					—
Fair value discounts		1,141					2,091					8,426					26,179					47,917
Total Vantus Bank loans receivable, net	$	40,599				$	57,920				$	95,483				$	123,036				$	160,163

_______________________

(1)	Total commercial real estate loans included industrial revenue bonds of $1.6 million, $1.8 million, $2.0 million, $3.0 million and $5.7 million at December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(2)	At December 31, 2014, total loans included $23.2 million of non-single-family loans which are no longer covered by the FDIC loss sharing agreement.

8

Former Sun Security Bank Loan Portfolio Composition:

	December 31,
	2014					2013					2012					2011
	Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	32,529		54.5	%	$	41,529		52.8	%	$	55,422		43.5	%	$	70,847		32.6	%
Other residential		4,972		8.3			5,488		7.0			6,615		5.2			17,714		8.1
Commercial(1)		20,216		33.8			27,426		34.9			45,267		35.5			62,157		28.6
Construction		368		0.6			1,273		1.5			4,471		3.5			34,619		15.9
Total real estate loans		58,085		97.2			75,716		96.2			111,775		87.7			185,337		85.2
Other Loans:
Consumer loans:
Home equity and       improvement		364		0.6			425		0.5			1,291		1.0			—		—
Other		67		0.1			433		0.6			904		0.7			3,690		1.7
Total consumer loans		431		0.7			858		1.1			2,195		1.7			3,690		1.7
Other commercial loans		1,276		2.1			2,124		2.7			13,448		10.6			28,522		13.1
Total other loans		1,707		2.8			2,982		3.8			15,643		12.3			32,212		14.8
Total loans		59,792		100.0	%		78,698		100.0	%		127,418		100.0	%		217,549		100.0	%
Less:
Loans in process		175					174					485					—
Allowance for loan losses		918					—					—					—
Fair value discounts		7,451					13,681					35,414					72,923
Total Sun Security Bank loans receivable, net	$	51,248				$	64,843				$	91,519				$	144,626

______________________

(1) Total commercial real estate loans included industrial revenue bonds of $207,000, $292,000, $373,000 and $574,000, at December 31, 2014, 2013, 2012 and 2011, respectively.

9

Former InterBank Loan Portfolio Composition:

	December 31,
	2014					2013					2012
	Amount		%			Amount		%			Amount		%
	(Dollars in Thousands)
Real Estate Loans:
Residential
One- to four- family	$	157,770		64.4	%	$	179,574		63.0	%	$	215,768		60.5	%
Other residential		22,624		9.3			29,517		10.5			45,879		12.9
Commercial(1)		21,821		8.9			27,530		9.8			33,202		9.3
Construction		745		0.3			612		—			134		—
Total real estate loans		202,960		82.9			237,233		83.3			294,983		82.7
Other Loans:
Consumer loans:
Home equity and improvement		41,923		17.1			47,675		16.7			61,752		17.3
Other		32		—			4		—			41		—
Total consumer loans		41,955		17.1			47,679		16.7			61,793		17.3
Other commercial loans		64		—			65		—			70		—
Total other loans		42,019		17.1			47,744		16.7			61,863		17.3
Total loans		244,979		100.0	%		284,977		100.0	%		356,846		100.0	%
Less:
Loans in process		2					2					2
Allowance for loan losses		1					—					—
Fair value discounts		43,147					71,436					97,612
Total InterBank loans receivable, net	$	201,829				$	213,539				$	259,232

10

Former Valley Bank Loan Portfolio Composition:

	December 31,
	2014
	Amount		%
	(Dollars in Thousands)
Real Estate Loans:
Residential
One- to four- family	$	39,664		27.1	%
Other residential		22,700		15.5
Commercial(1)		44,170		30.2
Construction		13,670		9.4
Total real estate loans		120,204		82.2
Other Loans:
Consumer loans:
Home equity and improvement		1,763		1.2
Other		1,949		1.3
Total consumer loans		3,712		2.5
Other commercial loans		22,378		15.3
Total other loans		26,090		17.8
Total loans		146,294		100.0	%
Less:
Loans in process		449
Allowance for loan losses		403
Fair value discounts		23,863
Total Valley Bank  loans receivable, net	$	121,579

Through December 31, 2014, gross loan balances (due from the borrower) related to TeamBank were reduced approximately $392.3 million since the transaction date because of $258.6 million of principal repayments, $61.6 million of transfers to foreclosed assets and $72.1 million of charge-downs to customer loan balances.  Gross loan balances (due from the borrower) related to Vantus Bank were reduced approximately $289.4 million since the transaction date because of $243.5 million of principal repayments, $16.5 million of transfers to foreclosed assets and $29.4 million of charge-downs to customer loan balances.  Gross loan balances (due from the borrower) related to Sun Security Bank were reduced approximately $174.8 million since the transaction date because of $117.5 million of principal repayments, $27.7 million of transfers to foreclosed assets and $29.6 million of charge-offs to customer loan balances.  Gross loan balances (due from the borrower) related to InterBank were reduced approximately $148.3 million since the transaction date because of $115.3 million of principal repayments, $12.5 million of transfers to foreclosed assets and $20.5 million of charge-offs to customer loan balances.  Gross loan balances (due from the borrower) related to Valley Bank were reduced approximately $47.3 million since the transaction date because of $42.8 million of principal repayments, $778,000 of transfers to foreclosed assets and $3.7 million of charge-offs to customer loan balances.  Based upon the collectability analyses performed during the acquisitions, we expected certain levels of foreclosures and charge-offs and actual results through December 31, 2014, related to the TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank portfolios, have been better than our expectations.  As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield which are discussed in Note 4 of the accompanying audited financial statements, included in Item 8 of this Report.

11

The following tables show the fixed- and adjustable-rate composition of the Bank's loan portfolio at the dates indicated. Amounts shown for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank represent unpaid principal balances, before fair value discounts.  The tables are based on information prepared in accordance with generally accepted accounting principles.

Legacy Great Southern Loan Portfolio Composition by Fixed- and Adjustable-Rates:

	December 31,
	2014					2013					2012					2011					2010
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Fixed-Rate Loans:
Real Estate Loans
One- to four- family	$	102,780		3.5	%	$	94,566		4.1	%	$	103,442		5.1	%	$	127,736		6.7	%	$	109,703		6.5	%
Other residential		273,701		9.2			209,008		9.1			146,661		7.2			129,505		6.8			118,727		7.0
Commercial		453,153		15.3			397,618		17.2			330,196		16.3			321,226		16.9			255,678		15.0
Residential construction:
One- to four- family		17,753		0.6			17,270		0.8			18,024		0.9			28,177		1.4			27,168		1.6
Other residential		9,950		0.3			2,162		0.1			7,716		0.4			1,078		0.1			2,450		0.1
Commercial construction		285,623		9.7			156,142		6.8			126,756		6.3			88,671		4.7			76,383		4.5
Total real estate loans		1,142,960		38.6			876,766		38.1			732,795		36.2			696,393		36.6			590,109		34.7
Consumer		396,412		13.4			215,628		9.4			166,520		8.2			137,045		7.2			126,636		7.4
Other commercial		197,635		6.7			189,899		8.3			131,523		6.5			100,107		5.2			74,206		4.4
Total fixed-rate loans		1,737,007		58.7			1,282,293		55.8			1,030,838		50.9			933,545		49.0			790,951		46.5
Adjustable-Rate Loans:
Real Estate Loans
One- to four- family		142,400		4.8			147,715		6.4			152,704		7.5			138,958		7.3			147,558		8.7
Other residential		118,714		4.0			116,591		5.1			120,857		6.0			114,238		6.0			88,332		5.2
Commercial		533,783		18.0			425,302		18.5			405,943		20.1			378,381		19.9			343,347		20.2
Residential construction:
One- to four- family		31,878		1.1			30,038		1.3			34,225		1.7			50,723		2.6			78,960		4.6
Other residential		49,714		1.7			30,826		1.3			19,840		1.0			26,748		1.4			7,550		0.4
Commercial construction		119,060		4.0			80,493		3.5			71,389		3.5			78,078		4.1			86,831		5.1
Total real estate loans		995,549		33.6			830,965		36.1			804,958		39.8			787,126		41.3			752,578		44.2
Consumer		71,242		2.4			59,631		2.6			54,130		2.7			46,977		2.5			46,523		2.7
Other commercial		156,377		5.3			125,370		5.5			133,108		6.6			136,277		7.2			111,674		6.6
Total adjustable-rate loans		1,223,168		41.3			1,015,966		44.2			992,196		49.1			970,380		51.0			910,775		53.5
Total Loans		2,960,175		100.0	%		2,298,259		100.0	%		2,023,034		100.0	%		1,903,925		100.0	%		1,701,726		100.0	%
Less:
Loans in process		323,572					194,544					157,574					103,424					63,108
Deferred fees and discounts		3,276					2,994					2,192					2,726					2,541
Allowance for loan losses		36,300					40,116					40,649					41,232					41,487
Total legacy loans receivable, net	$	2,597,027				$	2,060,605				$	1,822,619				$	1,756,543				$	1,594,590

12

Former TeamBank, N.A. Loan Portfolio Composition by Fixed- and Adjustable-Rates:

	December 31,
	2014					2013					2012					2011					2010
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Fixed-Rate Loans:
Real Estate Loans
One- to four- family	$	2,585		5.9	%	$	3,596		6.7	%	$	5,420		6.3	%	$	7,739		4.7	%	$	11,943		5.4	%
Other residential		989		2.3			1,012		1.9			3,902		4.5			5,288		3.2			5,330		2.4
Commercial		5,114		11.7			4,854		9.1			17,125		19.8			53,344		32.1			52,018		23.5
Construction		413		0.9			1,346		2.5			2,637		3.0			14,631		8.8			26,992		12.2
Total real estate loans		9,101		20.8			10,808		20.2			29,084		33.6			81,002		48.8			96,283		43.5
Consumer		41		0.1			73		0.1			159		0.2			444		0.3			1,021		0.5
Other commercial		264		0.5			668		1.3			1,557		1.8			4,897		2.9			9,751		4.4
Total fixed-rate loans		9,406		21.4			11,549		21.6			30,800		35.6			86,343		52.0			107,055		48.4
Adjustable-Rate Loans:
Real Estate Loans
One- to four- family		9,708		22.1			11,454		21.4			14,189		16.4			17,380		10.5			20,702		9.3
Other residential		94		0.2			151		0.3			618		0.7			998		0.6			1,617		0.7
Commercial		16,093		36.6			19,828		37.0			24,346		28.1			36,011		21.7			49,088		22.2
Construction		4,844		11.1			5,650		10.5			10,034		11.5			13,951		8.4			28,602		12.9
Total real estate loans		30,739		70.0			37,083		69.2			49,187		56.7			68,340		41.2			100,009		45.1
Consumer		3,305		7.6			4,190		7.8			4,989		5.8			5,722		3.4			6,716		3.0
Other commercial		410		1.0			736		1.4			1,686		1.9			5,598		3.4			7,699		3.5
Total adjustable-rate loans		34,454		78.6			42,009		78.4			55,862		64.4