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, 2018

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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]       Accelerated filer [X]       Non-accelerated filer [  ]Smaller reporting company [   ]Emerging growth company [   ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]
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, 2018, computed by reference to the closing price of such shares on that date, was $626,952,383.  At March 5, 2019, 14,169,682 shares of the Registrant's common stock were outstanding.

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TABLE OF CONTENTS

		Page
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	46
ITEM 1B.	UNRESOLVED STAFF COMMENTS	57
ITEM 2.	PROPERTIES.	57
ITEM 3.	LEGAL PROCEEDINGS.	57
ITEM 4.	MINE SAFETY DISCLOSURES.	57
ITEM 4A.	EXECUTIVE OFFICERS OF THE REGISTRANT.	57
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	58
ITEM 6.	SELECTED FINANCIAL DATA	59
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	62
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	95
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	99

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	171
ITEM 9A.	CONTROLS AND PROCEDURES.	171
ITEM 9B.	OTHER INFORMATION.	173
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	174
ITEM 11.	EXECUTIVE COMPENSATION.	174
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	174
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	174
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	175
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	176

SIGNATURES

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PART I

ITEM 1.  BUSINESS.

THE COMPANY

Great Southern Bancorp, Inc.

Great Southern Bancorp, Inc. ("Bancorp" or "Company") is a bank holding company, 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 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, 2018, Bancorp's consolidated assets were $4.68 billion, consolidated net loans were $3.99 billion, consolidated deposits were $3.73 billion and consolidated total stockholders' equity was $532.0 million. For details about the Company’s assets, revenues and profits for each of the last five fiscal years, see Item 6. “Selected Financial Data.”  The assets of the Company consist primarily of the stock of Great Southern and cash.

Through the Bank and subsidiaries of the Bank, the Company also offers insurance and related services, which are discussed further below.  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 99 banking centers located in southern and central Missouri; the Kansas City, Missouri area; the St. Louis, Missouri area; eastern Kansas; northwestern Arkansas; the Minneapolis, Minnesota area and eastern, western and central Iowa. At December 31, 2018, the Bank had total assets of $4.67 billion, net loans of $3.99 billion, deposits of $3.78 billion and equity capital of $580.0 million, or 12.4% 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 $499.9 million (approximately 18.8% 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 24.9% 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 southern Missouri and St. Louis.  In this transaction we acquired assets with a fair value of approximately $248.9 million (approximately 7.3% of the Company’s total consolidated assets at acquisition) and assumed liabilities with a fair value of $345.8

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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 and represented a new market for the Company.  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.

In 2014, the Bank entered into a purchase and assumption agreement (without 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.  These represented new markets for the Company in eastern Iowa and enhanced our market presence in central Iowa.  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.

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 operated.  In this transaction, which was completed in 2014, 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 $790,000 of goodwill.

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.

In 2015, the Company announced plans to consolidate operations of 16 banking centers into other nearby Great Southern banking center locations.  As part of an ongoing performance review of its entire banking center network, Great Southern evaluated each location for a number of criteria, including access and availability of services to affected customers, the proximity of other Great Southern banking centers, profitability and transaction volumes, and market dynamics.  Subsequent to this announcement, the Bank entered into separate definitive agreements to sell two of the 16 banking centers, including all of the associated deposits (totaling approximately $20 million), to separate bank purchasers.  One of those sale transactions was completed on February 19, 2016 and the other was completed on March 18, 2016.  The closing of the remaining 14 facilities, which resulted in the transfer of approximately $127 million in deposits and banking center operations to other Great Southern locations, occurred at the close of business on January 8, 2016.

Also in 2015, the Company announced that it entered into a purchase and assumption agreement to acquire 12 branches, including related loans, and to assume related deposits in the St. Louis, Mo., area from Cincinnati-based Fifth Third Bank. The acquisition was completed at the close of business on January 29, 2016.  The deposits assumed totaled approximately $228 million and had a weighted average rate of approximately 0.28%.  The loans acquired totaled approximately $159 million and had a weighted average yield of approximately 3.92%.

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.  The loss sharing agreements related to the 2009 and 2011 FDIC-assisted transactions were terminated during 2016.  The loss sharing agreements related to the 2012 FDIC-assisted transaction were terminated during 2017.  See “Loss Share Agreements” below for additional information regarding the termination of these agreements.

The Company opened a commercial loan production office in Chicago, Illinois during 2017.  The primary products offered in this office are commercial real estate, commercial business and commercial construction loans.

In March 2018, the Bank entered into a definitive agreement to sell its four banking centers, including all of the associated deposits (totaling approximately $56 million), in the Omaha, Nebraska market to Lincoln, Nebraska-based West Gate Bank.  This sale transaction was completed in July 2018.

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The Company opened two commercial loan production offices – one in Denver, Colorado and one in Atlanta, Georgia – in late 2018.  The primary products offered in these offices are commercial real estate, commercial business and commercial construction loans.

Great Southern is principally engaged in the business of originating commercial real estate loans, construction loans, other commercial loans, residential real estate loans and consumer loans and funding these loans by attracting deposits from the general public, obtaining brokered deposits and through 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 Great Southern’s 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 emphasize 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 Great Southern Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or stockholder 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) the possibility that the changes in non-interest income, non-interest expense and interest expense actually resulting from Great Southern Bank's recently completed transaction with West Gate Bank might be materially different from estimated amounts; (ii) the possibility that the actual reduction in the Company’s effective tax rate expected to result from H. R. 1, formerly known as the “Tax Cuts and Jobs Act” (the “Tax Reform Legislation”) might be different from the reduction estimated by the Company; (iii) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company's  merger and acquisition activities 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; (iv) changes in economic conditions, either nationally or in the Company's market areas; (v) fluctuations in interest rates; (vi) 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; (vii) the possibility of other-than-temporary impairments of securities held in the Company's securities portfolio; (viii) the Company's ability to access cost-effective funding; (ix) fluctuations in real estate values and both residential and commercial real estate market conditions; (x) demand for loans and deposits in the Company's market areas; (xi) the ability to adapt successfully to technological changes to meet customers' needs and developments in the marketplace; (xii) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xiii) legislative or regulatory changes that adversely affect the Company's business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and its implementing regulations, the overdraft protection regulations and customers' responses thereto and the Tax Reform Legislation; (xiv) changes in accounting principles, policies or guidelines; (xv) monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry; (xvi) results of examinations of the Company and Great Southern Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, changes its business mix, increase its allowance for loan losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xvii) costs and effects of litigation, including settlements and judgments; and (xviii) 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.

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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 and amendments, if any, 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

The Company currently operates 99 full-service retail banking offices, serving more than 160,000 households in six states – Missouri, Arkansas, Iowa, Kansas, Minnesota and Nebraska.  The Company also operates commercial loan production offices in Atlanta, Chicago, Dallas, Denver, Omaha, Neb., and Tulsa, Okla., and a mortgage lending office in Springfield, Mo.

The Company regularly evaluates its banking center network and lines of business to ensure that it is serving customers in the best way possible. The banking center network constantly evolves with changes in customer needs and preferences, emerging technology and local market developments. In response to these changes, the Company opens banking centers and invests resources where customer demand leads, and from time to time, consolidates banking centers when market conditions dictate.

Great Southern's largest concentration of deposits and loans are in the Springfield, Mo., and St. Louis, Mo., market areas. In the last several years, the Company's deposit and loan 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. In 2018, the Company sold four banking centers in the Omaha, Neb., metropolitan market to a Nebraska-based bank. A commercial loan production office remains in Omaha. In April 2019, the Fayetteville, Ark., banking center was consolidated into the Rogers, Ark., office, leaving one office in Arkansas. Besides the Springfield and St. Louis market areas, the Company has deposit and loan concentrations in the following market areas: Kansas City, Mo.; Sioux City, Iowa; Des Moines, Iowa; Northwest Arkansas; Minneapolis, Minn.; and Eastern Iowa in the area known as the "Quad Cities."  Deposits and loans are also generated in banking centers in rural markets in Missouri, Iowa, and Kansas. 

At December 31, 2018, the Company's total deposits were $3.7 billion. At that date, the Company had deposits in Missouri of $2.7 billion, including the two largest deposit concentrations in Springfield and St. Louis areas, with $1.6 billion and $523 million, respectively. The Company also had deposits of $544 million in Iowa, $259 million in Kansas, $245 million in Minnesota, $19 million in Nebraska and $18 million in Arkansas. 

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 and other peer banks to purchase participations (at par, generally with no servicing costs) in loans these other banks originate but are unable to retain in their portfolios due to capital or borrower relationship size limitations.  The Bank uses the same underwriting guidelines in evaluating these participations as it does in its direct loan originations. At December 31, 2018, the balance of participation loans purchased and held in the portfolio, excluding FDIC-acquired loans, was $198.8 million, or 5.1% of the total loan portfolio. All of these participation loans were performing at December 31, 2018, with the exception of one loan in the amount of $1.1 million.

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

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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, 2018, commercial real estate, multi-family and commercial construction loans, excluding loans acquired in FDIC-assisted transactions, accounted for approximately 28%, 16% and 22%, respectively, of the total portfolio.  Of the portfolio of acquired loans, commercial real estate loans (net of fair value discounts) accounted for approximately 1% of the total portfolio at December 31, 2018.

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 also issues 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.

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, 2018 and 2017, loans secured by second liens on residential properties were $118.5 million, or 2.9%, and $126.7 million, or 3.3%, 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 real estate 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 Credit 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 secured loans originated and held, most lenders have approval authorities of $250,000 or below while fifteen 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 fourteen 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, 2018, this limit was approximately $149.9 million. See "Government Supervision and Regulation." At December 31, 2018, the Bank was in compliance with the loans-to-one borrower limit. At December 31, 2018, the Bank's largest relationship for purposes of this limit, which consists of nine loans, totaled $50.4 million. This amount represents the total commitment for this relationship at December 31, 2018; the outstanding balance at that date was $36.9 million.  The collateral for the loans consists of multiple healthcare facilities, apartment complexes and a retail development.  Some of the projects are currently under construction, so all funds have not been disbursed on these loan.  In addition, we obtained personal guarantees from the principal owner of the borrowing entities for each of these loans.  All loans included in this relationship were current at December 31, 2018.  In addition at December 31, 2018, we had three other loan relationships that each exceeded $40 million.  All loans included in these relationships were current at December 31, 2018.  Our policy does not set a loans-to-one borrower limit that is below the legal

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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 special lending approval.

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 offices, the Bank has made or purchased loans, secured primarily by commercial real estate, in other states, primarily Michigan, Wisconsin, Florida, and Arizona.  At December 31, 2018, loans in these states comprised less than 2% each, respectively, 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, which were acquired at discounts and were previously covered by loss sharing agreements between the FDIC and the Bank, and the loans acquired in 2014 from the former Valley Bank, which were acquired at discounts and were never covered by a loss sharing agreement, are shown combined below in tables separate from the legacy Great Southern portfolio. All of these acquired 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.

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Legacy Great Southern Loan Portfolio Composition:

	December 31,
	2018					2017					2016					2015					2014
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
One- to four- family(1)	$	400,954		8.3	%	$	318,186		7.3	%	$	353,709		8.6	%	$	272,411		7.9	%	$	245,180		8.3	%
Other residential		784,894		16.3			745,645		17.1			663,378		16.1			419,550		12.1			392,415		13.2
Commercial(2)		1,385,375		28.7			1,256,986		28.8			1,211,644		29.4			1,080,836		31.3			986,936		33.3
Residential construction:
One- to four- family		26,683		0.5			23,266		0.5			26,764		0.6			36,430		1.1			49,631		1.7
Other residential		376,575		7.8			208,883		4.8			202,202		4.9			133,718		3.9			59,664		2.0
Commercial		1,098,420		22.8			919,029		21.1			641,195		15.6			551,115		16.0			404,683		13.7
Total real estate loans		4,072,901		84.4			3,471,995		79.6			3,098,892		75.2			2,494,060		72.3			2,138,509		72.2
Other Loans:
Consumer loans:
Automobile, boat, etc.		309,201		6.4			418,594		9.6			563,086		13.7			513,798		14.9			400,392		13.5
Home equity and improvement		121,352		2.5			115,439		2.7			108,753		2.6			83,966		2.4			66,275		2.2
Other		1,677		—			1,916		—			1,148		—			926		—			987		0.1
Total consumer loans		432,230		8.9			535,949		12.3			672,987		16.3			598,690		17.3			467,654		15.8
Other commercial loans		322,119		6.7			353,553		8.1			348,955		8.5			357,581		10.4			354,012		12.0
Total other loans		754,349		15.6			889,502		20.4			1,021,942		24.8			956,271		27.7			821,666		27.8
Total loans		4,827,250		100.0	%		4,361,497		100.0	%		4,120,834		100.0	%		3,450,331		100.0	%		2,960,175		100.0	%
Less:
Loans in process		958,436					793,664					585,305					418,702					323,572
Deferred fees and discounts		7,400					6,500					4,869					3,528					3,276
Allowance for loan losses		37,988					36,033					36,775					36,646					36,300
Total legacy loans receivable, net	$	3,823,426				$	3,525,300				$	3,493,885				$	2,991,455				$	2,597,027
(1) Includes loans held for sale. (2) Total commercial real estate loans included industrial revenue bonds of $13.9 million, $21.7 million, $24.7 million, $37.4 million and $41.1 million at December 31, 2018, 2017, 2016, 2015 and 2014.

9

Loans Acquired and Accounted for Under ASC 310-30 Portfolio Composition:

	December 31,
	2018					2017					2016					2015					2014
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	102,153		55.4	%	$	132,432		57.1	%	$	169,541		54.7	%	$	213,317		52.3	%	$	256,099		47.7	%
Other residential		13,396		7.3			15,501		6.7			30,605		9.9			38,487		9.4			53,914		10.0
Commercial(1)		34,853		18.9			41,218		17.8			56,548		18.2			79,461		19.5			119,279		22.2
Construction		5,588		3.0			5,509		2.4			4,508		1.5			11,087		2.7			20,324		3.8
Total real estate loans		155,990		84.6			194,660		84.0			261,202		84.3			342,352		83.9			449,616		83.7
Other Loans:
Consumer loans:
Student loans		—		—			—		—			—		—			481		0.1			543		0.1
Home equity and       improvement		21,490		11.7			27,778		12.0			35,688		11.5			43,507		10.7			52,436		9.8
Other		2,110		1.1			3,367		1.4			4,739		1.5			6,578		1.6			9,308		1.7
Total consumer loans		23,600		12.8			31,145		13.4			40,427		13.0			50,566		12.4			62,287		11.6
Other commercial loans		4,861		2.6			6,016		2.6			8,448		2.7			15,331		3.7			25,160		4.7
Total other loans		28,461		15.4			37,161		16.0			48,875		15.7			65,897		16.1			87,447		16.3
Total loans(2)		184,451		100.0	%		231,821		100.0	%		310,077		100.0	%		408,249		100.0	%		537,063		100.0	%
Less:
Loans in process		5					5					8					17					631
Allowance for loan losses		421					459					625					1,503					2,135
Fair value discounts		16,800					22,152					26,918					45,387					77,897
Total loans receivable, net	$	167,225				$	209,205				$	282,526				$	361,342				$	456,400

(1)	Total commercial real estate loans included industrial revenue bonds of $1.4 million, $2.2 million, $2.5 million, $3.2 million and $3.7 million at December 31, 2018, 2017, 2016, 2015, and 2014, respectively.
(2)	At December 31, 2018 and 2017, none of these acquired loans were covered by an FDIC loss sharing agreement.

Through December 31, 2018, gross loan balances (due from borrowers) related to TeamBank were reduced approximately $425.6 million since the transaction date because of $293.0 million of principal repayments, $61.7 million of transfers to foreclosed assets and $70.9 million of charge-downs to customer loan balances.  Gross loan balances (due from borrowers) related to Vantus Bank were reduced approximately $317.5 million since the transaction date because of $271.9 million of principal repayments, $16.7 million of transfers to foreclosed assets and $28.9 million of charge-downs to customer loan balances.  Gross loan balances (due from borrowers) related to Sun Security Bank were reduced approximately $213.3 million since the transaction date because of $153.9 million of principal repayments, $28.6 million of transfers to foreclosed assets and $30.8 million of charge-offs to customer loan balances.  Gross loan balances (due from borrowers) related to InterBank were reduced approximately $308.2 million since the transaction date because of $265.8 million of principal repayments, $20.0 million of transfers to foreclosed assets and $22.4 million of charge-offs to customer loan balances.  Gross loan balances (due from borrowers) related to Valley Bank were reduced approximately $139.7 million since the transaction date because of $127.7 million of principal repayments, $4.0 million of transfers to foreclosed assets and $8.0 million of charge-offs to customer loan balances.  Based upon the collectability analyses performed at the time of the acquisitions, we expected certain levels of foreclosures and charge-offs, and actual results through December 31, 2018, related to the FDIC-assisted acquired 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.

10

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,
	2018					2017					2016					2015					2014
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Fixed-Rate Loans:
Real Estate Loans
One- to four- family	$	152,778		3.2	%	$	148,790		3.4	%	$	168,813		4.1	%	$	110,738		3.2	%	$	102,780		3.5	%
Other residential		387,744		8.0			279,593		6.4			304,387		7.4			257,854		7.5			273,701		9.2
Commercial		686,832		14.2			603,183		13.8			589,354		14.3			522,924		15.2			453,153		15.3
Residential construction:
One- to four- family		6,908		0.1			7,998		0.2			10,950		0.3			16,483		0.5			17,753		0.6
Other residential		19,165		0.4			6,636		0.2			26,487		0.6			21,548		0.6			9,950		0.3
Commercial construction		922,418		19.2			717,350		16.4			530,375		12.9			376,661		10.9			285,623		9.7
Total real estate loans		2,175,845		45.1			1,763,550		40.4			1,630,366		39.6			1,306,208		37.9			1,142,960		38.6
Consumer		301,627		6.2			411,068		9.4			553,800		13.4			506,574		14.7			396,412		13.4
Other commercial		186,030		3.9			203,388		4.7			194,431		4.7			195,602		5.6			197,635		6.7
Total fixed-rate loans		2,663,502		55.2			2,378,006		54.5			2,378,597		57.7			2,008,384		58.2			1,737,007		58.7
Adjustable-Rate Loans:
Real Estate Loans
One- to four- family		248,176		5.1			169,396		3.9			184,896		4.5			161,673		4.7			142,400		4.8
Other residential		397,150		8.3			466,052		10.7			358,991		8.7			161,696		4.7			118,714		4.0
Commercial		698,543		14.5			653,803		15.0			622,290		15.1			557,912		16.2			533,783		18.0
Residential construction:
One- to four- family		19,775		0.4			15,268		0.4			15,814		0.4			19,947		0.5			31,878		1.1
Other residential		357,410		7.4			202,247		4.6			175,715		4.3			112,170		3.3			49,714		1.7
Commercial construction		176,002		3.6			201,679		4.6			110,820		2.7			174,454		5.0			119,060		4.0
Total real estate loans		1,897,056		39.3			1,708,445		39.2			1,468,526		35.7			1,187,852		34.4			995,549		33.6
Consumer		130,603		2.7			124,881		2.9			119,187		2.9			92,116		2.7			71,242		2.4
Other commercial		136,089		2.8			150,165		3.4			154,524		3.7			161,979		4.7			156,377		5.3
Total adjustable-rate loans		2,163,748		44.8			1,983,491		45.5			1,742,237		42.3			1,441,947		41.8			1,223,168		41.3
Total Loans		4,827,250		100.0	%		4,361,497		100.0	%		4,120,834		100.0	%		3,450,331		100.0	%		2,960,175		100.0	%
Less:
Loans in process		958,436					793,664					585,305					418,702					323,572
Deferred fees and discounts		7,400					6,500					4,869					3,528					3,276
Allowance for loan losses		37,988					36,033					36,775					36,646					36,300
Total legacy loans receivable, net	$	3,823,426				$	3,525,300				$	3,493,885				$	2,991,455				$	2,597,027

11

Loans Acquired and Accounted for Under ASC 310-30 Composition by Fixed- and Adjustable-Rates:

	December 31,
	2018					2017					2016					2015					2014
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Fixed-Rate Loans:
Real Estate Loans
One- to four- family	$	41,460		22.5	%	$	54,302		23.4	%	$	72,738		23.5	%	$	99,456		24.4	%	$	128,669		24.0	%
Other residential		12,572		6.8			13,129		5.7			25,593		8.2			25,551		6.3			24,250		4.5
Commercial		27,194		14.7			25,973		11.2			29,043		9.4			32,255		7.9			54,055		10.1
Construction		4,598		2.5			4,297		1.9			2,176		0.7			5,858		1.4			12,768		2.4
Total real estate loans		85,824		46.5			97,701		42.2			129,550		41.8			163,120		40.0			219,742		41.0
Consumer		2,447		1.3			3,712		1.6			5,111		1.6			7,561		1.8			10,794		2.0
Other commercial		3,354		1.9			3,819		1.6			4,917		1.6			6,999		1.7			12,096		2.3
Total fixed-rate loans		91,625		49.7			105,232		45.4			139,578		45.0			177,680		43.5			242,632		45.3
Adjustable-Rate Loans:
Real Estate Loans
One- to four- family		60,693		32.9			78,130		33.7			96,803		31.2			113,861		27.9			127,430		23.7
Other residential		824		0.4			2,372		1.0			5,012		1.6			12,936		3.2			29,664		5.5
Commercial		7,659		4.2			15,245		6.6			27,505		8.9			47,206		11.6			65,224		12.1
Construction		990		0.5			1,212		0.5			2,332		0.8			5,229		1.3			7,556		1.4
Total real estate loans		70,166		38.0			96,959		41.8			131,652		42.5			179,232		44.0			229,874		42.7
Consumer		21,153		11.5			27,433		11.8			35,316		11.4			43,005		10.5			51,493		9.6
Other commercial		1,507		0.8			2,197		1.0			3,531		1.1			8,332		2.0			13,064		2.4
Total adjustable-rate loans		92,826		50.3			126,589		54.6			170,499		55.0			230,569		56.5			294,431		54.7
Total Loans		184,451		100.0	%		231,821		100.0	%		310,077		100.0	%		408,249		100.0	%		537,063		100.0	%
Less:
Loans in process		5					5					8					17					631
Allowance for loan losses		421					459					625					1,503					2,135
Fair value discounts		16,800					22,152					26,918					45,387					77,897
Total loans receivable, net	$	167,225				$	209,205				$	282,526				$	361,342				$	456,400

12

The following tables present the contractual maturities of loans at December 31, 2018. Amounts shown for acquired loans 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 Contractual Maturities:

	Less Than One Year			One to Five Years		After Five Years		Total
	(In Thousands)
Real Estate Loans:
Residential
One- to four- family		$	29,228	$	72,287	$	299,439	$	400,954
Other residential			182,147		542,451		60,296		784,894
Commercial			296,796		939,802		148,777		1,385,375
Residential construction:
One- to four- family			16,709		6,742		3,232		26,683
Other residential			57,438		315,603		3,534		376,575
Commercial construction			895,660		175,262		27,498		1,098,420
Total real estate loans			1,477,978		2,052,147		542,776		4,072,901
Other Loans:
Consumer loans:
Automobile and other			29,133		225,344		56,401		310,878
Home equity and improvement			8,475		29,750		83,127		121,352
Total consumer loans			37,608		255,094		139,528		432,230
Other commercial loans			132,087		119,787		70,245		322,119
Total other loans			169,695		374,881		209,773		754,349
Total loans		$	1,647,673	$	2,427,028	$	752,549	$	4,827,250

As of December 31, 2018, loans due after December 31, 2019 with fixed interest rates totaled $1.5 billion and loans due after December 31, 2019 with adjustable rates totaled $1.7 billion.

13

Loans Acquired and Accounted for Under ASC 310-30 Portfolio Composition by Contractual Maturities:

	Less Than One Year		One to Five Years		After Five Years		Total
	(In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	7,260	$	26,323	$	68,570	$	102,153
Other residential		4,814		7,274		1,308