UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~for the quarterly period ended ~~December~~March 31, ~~2004~~2005

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from to

Commission File Number: 001-15215

GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

Iowa

42-0867112

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

10834 Old Mill Road, Suite One, Omaha, NE 68154

(Address of principal executive office) (Zip code)

(402) 333-8330

(Registrant’s telephone number, including area code)

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 past 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 past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Class		Outstanding at ~~January~~May 312, 2005
Common Stock, $1.00 par value		123,650 shares

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2004~~2005

			PAGE	~~PAGE~~
FORWARD-LOOKING STATEMENTS			3	3
PART I:		FINANCIAL INFORMATION
PART I: FINANCIAL INFORMATION
	ITEM 1:		FINANCIAL STATEMENTS
	ITEM 1: FINANCIAL STATEMENTS
		Condensed Consolidated Balance Sheets at December 31, 2004 (unaudited) and June 30, 2004		4
		Condensed Consolidated Balance Sheets at March 31, 2005 (unaudited) and June 30, 2004	4
		Condensed Consolidated Statements of Income - Three months ended December 31, 2004 and December 31, 2003 (unaudited)		5
		Condensed Consolidated Statements of Income - Three months ended March 31, 2005 and March 31, 2004 (unaudited)	5
		Condensed Consolidated Statements of Income - Six months ended December 31, 2004 and December 31, 2003 (unaudited)		6
		Condensed Consolidated Statements of Income - Nine months ended March 31, 2005 and March 31, 2004 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows - Six months ended December 31, 2004 and December 31, 2003 (unaudited)		7
		Condensed Consolidated Statements of Cash Flows - Nine months ended March 31, 2005 and March 31, 2004 (unaudited)	7
		Notes to Condensed Consolidated Financial Statements	8	8
	ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~10	10
	ITEM 3:		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14
	ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		14
	ITEM 4:		CONTROLS AND PROCEDURES	14
	ITEM 4: CONTROLS AND PROCEDURES		14
PART II:		OTHER INFORMATION
PART II: OTHER INFORMATION
	ITEM 1:		LEGAL PROCEEDINGS	15
	ITEM 1: LEGAL PROCEEDINGS		15
	ITEM 2:		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
	ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.		15
	ITEM 3:		DEFAULTS UPON SENIOR SECURITIES	15
	ITEM 3: DEFAULTS UPON SENIOR SECURITIES		15
	ITEM 4:		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15
	ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		15
	ITEM 5:		OTHER INFORMATION	15
	ITEM 5: OTHER INFORMATION		15
	ITEM 6:		EXHIBITS	15
	ITEM 6: EXHIBITS		15
	SIGNATURES		~~SIGNATURES~~16	16

FORWARD-LOOKING STATEMENTS

This report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can include words such as “may”, “believe”, “will”, “anticipated”, “estimated”, “projected”, “could”, “should”, “plan” or similar expressions. Forward-looking statements are based on management’s current expectations. Factors that might cause future results to differ from management’s expectations include, but are not limited to: fluctuations in interest rates, inflation, the effect of regulatory or government legislative changes, expected cost savings and revenue growth not fully realized, the progress of strategic initiatives and whether realized within expected time frames, general economic conditions, adequacy of allowance for loan losses, costs or difficulties associated with restructuring initiatives, changes in accounting policies or guidelines, changes in the quality or composition of Great Western Bancorporation, Inc. (“Great Western”) loan and investment portfolios, technology changes and competitive pressures in the geographic and business areas where Great Western conducts its operations.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Great Western and its business, including other factors that could materially affect Great Western’s financial results, is included in Great Western’s filings with the Securities and Exchange Commission.

PART I

FINANCIAL INFORMATION


ITEM 1:		FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	December 31,2004			June 30, 2004
	March 31,2005			June 30, 2004
	(unaudited)
Assets
Cash and due from banks	$	5759,~~512~~482		$	49,768
Federal funds sold and FHLB overnight deposits		~~223~~21,910			26,642
Cash and cash equivalents		5781,~~735~~392			76,410
Certificates of deposit		~~140~~—			99
Securities available for sale		~~421~~392,~~593~~467			364,847
Investment in affiliates		2,631			3,262
Loans, net of allowance for loan losses of $25,745 and $22,643		1,986,087			1,832,215
Loans, net of allowance for loan losses of $25,411 and $22,643		2,036,168			1,832,215
Premises and equipment, net		53,~~358~~722			47,890
Accrued interest receivable		16,~~417~~531			14,309
Core deposit intangible and other, net		3,~~642~~203			2,897
Goodwill, net		53,558			51,847
Mortgage servicing rights, net		16,~~741~~097			14,557
Other assets		2022,~~182~~489			21,576
Total assets	$	2,~~632~~678,~~084~~258		$	2,429,909
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	~~294~~286,~~732~~624		$	252,759
Interest bearing		1,~~781~~832,~~333~~257			1,661,305
Total deposits		2,~~076~~118,~~065~~881			1,914,064
Federal funds purchased and securities sold under agreements to repurchase		9390,~~873~~802			95,810
FHLB advances and other borrowings		~~159~~174,~~191~~395			115,355
Notes payable		3736,~~037~~700			36,700
Subordinated debentures		87,631			108,662
Accrued interest and other liabilities		1716,~~601~~747			16,124
Total liabilities		2,~~471~~525,~~398~~156			2,286,715
Minority interests		4,~~346~~358			4,074
Stockholders’ equity
Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative, nonvoting		11,700			11,700
Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; none and 100,000 shares of variable rate, noncumulative, nonvoting		1,700			11,700
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,802 shares		124			124
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,650 shares and 123,802 shares		124			124
Additional paid-in capital		2,~~032~~029			2,032
Retained earnings		~~143~~149,~~037~~810			129,106
Accumulated other comprehensive loss		(~~553~~4,919	)		(3,842	)
Total stockholders’ equity		~~156~~148,~~340~~744			139,120
Total liabilities and stockholders’ equity	$	2,~~632~~678,~~084~~258		$	2,429,909

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In thousands, except share and per share data)

(unaudited)

	December 31,2004			December 31, 2003
	March 31,2005			March 31, 2004
Interest and Dividend Income
Loans	$	3132,~~926~~769		$	27,~~227~~408
Taxable securities		3,~~274~~249			2,~~442~~778
Nontaxable securities		~~383~~384			~~421~~398
Dividends on securities		94133			8178
Federal funds sold and other		9552			3751
Trust common securities		4345			40
Total interest and dividend income		3536,~~815~~632			30,~~248~~753
Interest Expense
Deposits		8,~~430~~796			76,~~136~~961
Federal funds purchased and securities sold under agreements to repurchase		~~335~~341			~~271~~182
FHLB advances and other borrowings		1,~~165~~400			~~976~~1,155
Notes payable		~~541~~582			~~500~~471
Subordinated debentures		1,~~431~~500			1,~~340~~571
Total interest expense		1112,~~902~~619			10,~~223~~340
Net Interest Income		2324,~~913~~013			20,~~025~~413
Provision for Loan Losses		1,~~236~~175			~~1,332~~869
Net Interest Income After Provision for Loan Losses		22,~~677~~838			1819,~~693~~544
Noninterest Income
Service charges and other fees		4,~~363~~485			3,~~560~~690
Net gain from sale of loans		~~973~~858			~~1,094~~934
Loan servicing fees		1,~~100~~040			~~781~~960
Loss on sale of securities, net		(6	)		—
Gain (loss) on sale of securities, net		(37	)		229
Trust department income		~~517~~564			~~489~~593
Other		~~707~~1,231			~~922~~1,034
Total noninterest income		78,~~654~~141			67,~~846~~440
Noninterest Expense
Salaries and employee benefits		910,~~711~~245			8,~~678~~875
Occupancy expenses, net		1,~~269~~405			1,~~062~~133
Data processing		1,086			~~1,021~~935
Equipment expenses		~~817~~867			~~692~~720
Advertising		1,~~118~~338			~~932~~1,031
Professional fees		~~831~~792			~~751~~725
Communication expense		~~570~~669			~~570~~551
Amortization of core deposit and other intangibles		~~414~~439			~~362~~399
Amortization and valuation adjustments of mortgage servicing rights		~~707~~663			~~710~~571
Other		1,~~857~~727			1,~~822~~813
Total noninterest expense		1819,~~380~~231			16,~~600~~753
Income Before Income Taxes and Minority Interests		11,~~951~~748			810,~~939~~231
Provision for Income Taxes		4,~~238~~036			3,~~236~~697
Income Before Minority Interests		7,~~713~~712			56,~~703~~534
Minority Interests		~~159~~171			~~135~~153
Net Income	$	7,~~554~~541		$	56,~~568~~381
Basic Earnings Per Common Share	$	6058.7147		$	4449.2607
Cash Dividends Per Share Declared on Common Stock	$	1.85		$	1.65
Weighted Average Shares Outstanding		123,~~802~~694			~~124~~123,~~952~~913

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The ~~Six~~Nine Months Ended

(In thousands, except share and per share data)

(unaudited)

	December 31,2004			December 31, 2003
	March 31,2005				March 31, 2004
Interest and Dividend Income
Loans	$	6194,~~902~~671		$	~~54,377~~$	81,864
Taxable securities		69,~~213~~462			~~4,882~~	7,660
Nontaxable securities		~~765~~1,149			~~864~~	1,262
Dividends on securities		~~172~~305			~~144~~	222
Federal funds sold and other		~~154~~206			~~146~~	197
Trust common securities		92137			80	40
Total interest and dividend income		69105,~~298~~930			~~60,493~~	91,245
Interest Expense
Deposits		1624,~~090~~886			~~14,779~~	21,740
Federal funds purchased and securities sold under agreements to repurchase		~~618~~905			~~448~~	522
FHLB advances and other borrowings		23,~~248~~706			~~1,997~~	3,261
Notes payable		1,~~038~~616			~~1,021~~	1,491
Subordinated debentures		34,~~078~~578			~~2,641~~	4,211
Total interest expense		2335,~~072~~691			~~20,886~~	31,225
Net Interest Income		4670,~~226~~239			~~39,607~~	60,020
Provision for Loan Losses		23,~~092~~267			~~2,287~~	3,156
Net Interest Income After Provision for Loan Losses		4466,~~134~~972			~~37,320~~	56,864
Noninterest Income
Service charges and other fees		813,~~716~~201			~~7,052~~	10,742
Net gain from sale of loans		12,~~939~~797			~~3,686~~	4,620
Loan servicing fees		23,~~110~~150			~~1,525~~	2,485
Gain on sale of securities, net		14			1,067
Gain (loss) on sale of securities, net		(23	)			1,296
Trust department income		1,~~013~~577			~~957~~	1,549
Other		12,~~387~~618			~~1,870~~	2,909
Total noninterest income		1523,~~179~~320			~~16,157~~	23,601
Noninterest Expense
Salaries and employee benefits		1929,~~130~~375			~~17,529~~	26,404
Occupancy expenses, net		23,~~450~~854			~~2,145~~	3,283
Data processing		23,~~106~~192			~~1,791~~	2,726
Equipment expenses		12,~~625~~492			~~1,469~~	2,189
Advertising		23,~~164~~502			~~2,050~~	3,080
Professional fees		12,~~776~~568			~~1,651~~	2,376
Communication expense		1,~~136~~804			~~1,119~~	1,670
Amortization of core deposit and other intangibles		~~764~~1,202			~~732~~	1,131
Amortization and valuation adjustments of mortgage servicing rights		12,~~375~~038			~~1,426~~	1,998
Other		35,~~539~~269			~~3,640~~	5,453
Total noninterest expense		3655,~~065~~296			~~33,552~~	50,310
Income Before Income Taxes and Minority Interests		2334,~~248~~996			~~19,925~~	30,155
Provision for Income Taxes		812,~~215~~251			~~7,261~~	10,958
Income Before Minority Interests		1522,~~033~~745			~~12,664~~	19,197
Minority Interests		~~319~~490			~~279~~	432
Net Income	$	1422,~~714~~255		$	~~12,385~~$	18,765
Basic Earnings Per Common Share	$	~~116~~174.2370		$	~~96.41~~$	145.47
Cash Dividends Per Share Declared on Common Stock	$	35.7055		$	~~3.30~~$	4.95
Weighted Average Shares Outstanding		123,~~802~~766			~~124,952~~	124,608

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Cash Flows

For The ~~Six~~Nine Months Ended

(In thousands)

(unaudited)

	December 31,2004			December 31, 2003
	March 31,2005			March 31, 2004
Net Cash Provided By (Used In) Operating Activities	$	18,335		$	(5,206	)
Net Cash Provided By Operating Activities	$	28,107		$	9,623
Investing Activities
Proceeds from maturities of certificate of deposit		99239			—
Proceeds from sales and maturities of securities available for sale		6796,~~861~~186			65118,~~777~~052
Purchase of securities available for sale		(~~105~~111,~~455~~856	)		(~~123~~189,~~018~~921	)
Proceeds from sale of other real estate owned		~~790~~1,163			2,~~686~~860
Purchase of trust common securities		—			(~~693~~1,467	)
Proceeds from redemption of trust common securities		631			—
Net increase in loans		(98149,~~604~~558	)		(72103,~~908~~366	)
Proceeds from sale of premises and equipment		~~126~~129			62856
Purchase of premises and equipment		(67,~~229~~414	)		(45,~~540~~827	)
Purchase of a bank holding company, net of cash and cash equivalents acquired		4,766			—
Cash and cash equivalents received from business acquisitions		4,766			82,398
Purchase of mortgage servicing rights		(1,~~299~~310	)		(12,~~893~~321	)
Net cash used in investing activities		(~~137~~167,~~314~~024	)		(~~134~~98,~~527~~736	)
Financing Activities
Retirement of subordinated debentures		(21,031	)		—
Proceeds from issuance of preferred securities and subordinated debentures		—			2348,~~093~~867
Net increase (decrease) in deposits		85,316			(10,604	)
Net increase in deposits		128,131			28,094
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		(37,~~986~~057	)		1917,~~518~~689
Net increase in FHLB advances and other borrowings		43,836			69,201
Net increase (decrease) in FHLB advances and other borrowings		59,040			(503	)
Payment of other liabilities		(2,921	)		(2,914	)
Principal payments on notes payable		(337	)		—
Dividends paid, including ($126) and ($83) paid to minority interests, respectively		(910	)		(833	)
Payment of other liabilities		(3,094	)		(6,451	)
Net cash provided by financing activities		100,304			97,461
Debt issuance cost incurred		—			(63	)
Net decrease in cash and cash equivalents		(18,675	)		(42,272	)
Dividends paid, including ($199) and ($146) paid to minority interests, respectively		(1,519	)		(1,400	)
Retirement of common stock		(234	)		(1,182	)
Retirement of preferred stock		(10,000	)		—
Net cash provided by financing activities		143,899			85,051
Net increase (decrease) in cash and cash equivalents		4,982			(4,062	)
Cash and cash equivalents:
Cash and Cash Equivalents - Beginning of Year		76,410			107,159
Cash and Cash Equivalents – Beginning of Year		76,410			107,159
Cash and Cash Equivalents - End of Quarter	$	57,735		$	64,887
Cash and Cash Equivalents – End of Quarter	$	81,392		$	103,097
Supplemental Disclosures of Cash Flow Information:
Cash payments for interest	$	2234,~~054~~436		$	2032,~~886~~024
Cash payments for income taxes		611,~~505~~243			511,~~683~~773
Supplemental Schedules of Noncash Investing and Financing Activities:
Net change in unrealized gain (loss) on securities available for sale, net of deferred income taxes		3,289			(4,204	)
Net change in unrealized (loss) on securities available for sale, net of deferred income taxes		(1,077	)		(2,040	)
Purchase of mortgage servicing rights for other liabilities		2,~~262~~271			26,~~875~~180
Loans transferred to other real estate owned and other assets		~~380~~1,281			~~839~~2,635
Business acquisitions, net of cash and cash equivalents acquired, allocated to:
Assets
Certificate of deposit	$	140			—
Securities		14,035			—
Loans, net		53,555			—31,972
Other assets		2,066			—249
Premises and equipment		1,444			—1,870
Core deposit intangibles and other		1,509			—1,184
Goodwill		1,711			—5,917
Liabilities assumed
Deposits		(76,686	)		—(123,133	)
Notes payable		(2,386	)		—
Other liabilities		(154	)		—(457	)
Net cash and cash equivalents (received)	$	(4,766	)	$	—(82,398	)

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation.

The consolidated financial statements include the accounts of Great Western Bancorporation, Inc. (“Great Western”) and its subsidiaries. All material intercompany accounts and transactions with subsidiaries are eliminated in consolidation.

The consolidated subsidiaries are as follows: Great Western Bank (100.0% owned), which is chartered in Omaha, Nebraska; Great Western Bank, (96.1% owned), which is chartered in Watertown, South Dakota; Great Western Bank, (100.0% owned), which is chartered in Clive, Iowa; Great Western Service Corporation, (100.0% owned by bank subsidiaries, excluding Great Western Bank, Omaha), a data processing organization. Great Western Bank, Omaha also owns 100.0% of GW Leasing, Inc., a leasing company.

The June 30, 2004 consolidated balance sheet has been derived from Great Western’s audited balance sheet as of that date. The consolidated financial statements as of ~~December~~March 31, ~~2004~~2005 and for the three months and ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 and ~~2003~~2004 are unaudited but include all adjustments (consisting only of of normal recurring adjustments), which Great Western considers necessary for a fair presentation of financial position and results of its operations and its cash flows for those periods. Certain information and note disclosures normally included in Great Western’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Great Western’s Form 10-K annual report for 2004 filed with the Securities and Exchange Commission. Results for the three and ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 are not necessarily indicative of of the results to be expected for future periods.

2. Earnings per common share.

Earnings per share have been computed on the basis of weighted average number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $38308,000 and $38300,000 in the three months ended ~~December~~ March 31, ~~2004~~2005 and ~~2003~~March 31, 2004 and totaled $~~325~~633,000 and $~~338~~638,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 and ~~December~~March 31, ~~2003~~2004, reduced earnings available to common stockholders in the computation. Great Western has no common stock equivalents.

3. Comprehensive Income.

Comprehensive income was $53,~~882~~175,000 and $58,~~940~~499,000 for the three months ended ~~December~~March 31, ~~2004~~2005 and ~~2003~~March 31, 2004 and $1821,~~003~~178,000 and $816,~~227~~725,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 and ~~December~~March 31, ~~2003~~2004. The difference between comprehensive income and net income presented in the Condensed Consolidated Statements of Income is attributed solely to the change in unrealized gains and losses on securities available for sale during the periods presented.

4. Legal Proceedings.

Great Western and its subsidiary banks are from time to time parties to various legal actions arising in the normal course of business. Management believes there is no proceeding threatened or pending against Great Western or its subsidiaries, which, if determined adversely, would have a material adverse effect on its financial condition or results of operations.

5. ~~Subsequent~~Business ~~Event~~Acquisition.

On ~~December~~July 287, 2004, ~~final~~Great ~~regulatory~~Western ~~approval~~Bancorporation, ~~was~~Inc. ~~received~~entered ~~for~~into ~~the~~a contract ~~redemption~~to ofacquire all ~~outstanding~~of ~~non-voting,~~the ~~non-cumulative~~common ~~Series~~voting 3and ~~preferred~~nonvoting stock. ~~The~~of ~~face~~Oak ~~amount~~Bancorporation ofand ~~the~~its ~~non-voting,~~subsidiaries. ~~non-cumulative~~Oak ~~Series~~Bancorporation 3owned ~~preferred~~100% ~~stock~~of isOakland ~~$10~~State Bank,~~000~~ Oakland,~~000~~ Iowa, and ~~will~~Security beState ~~redeemed~~Bank, ~~within~~Red ~~three~~Oak, ~~months~~Iowa. ~~from~~The ~~the~~purchase ~~date~~closed ~~final~~on ~~regulatory approval~~November ~~was~~5, ~~received~~2004. Oak ~~The~~Bancorporation ~~redemption~~was ~~will~~merged ~~slightly~~into ~~decrease~~ Great Western’s ~~leverage~~Bancorporation, ~~ratio~~Inc., ~~Tier~~Oakland 1State ~~risked-based~~Bank ~~capital~~was ~~ratio~~merged into Great Western Bank, Omaha, and ~~total~~Security ~~risk-based~~State ~~capital~~Bank ~~ratio;~~was ~~however~~merged ~~the~~into ~~ratios~~Great ~~will~~Western ~~remain~~Bank, ~~above~~Clive on the ~~minimum~~date ~~required~~of ~~levels~~closing.

6. Business Acquisition.

On July 7, 2004, Great Western Bancorporation, Inc. entered into a contract to acquire all of the common voting and nonvoting stock of Oak Bancorporation and its subsidiaries. Oak Bancorporation owned 100% of Oakland State Bank, Oakland, Iowa, and Security State Bank, Red Oak, Iowa. The purchase closed on November 5, 2004. Oak Bancorporation was merged into Great Western Bancorporation, Inc., Oakland State Bank was merged into Great Western Bank, Omaha, and Security State Bank was merged into Great Western Bank, Clive on the date of closing.

The final purchase price is contingent upon the actual collection of certain classified loans and the settlement of any liabilities not disclosed on the books of Oak Bancorporation at closing. The final purchase price will be determined on November 5, 2005. The amount of goodwill recognized for the purchase of Oakland Bancorporation may be adjusted based upon the final purchase price.

Great Western expects the acquisition will enhance its operating market and reduce costs through economies of scale. The results of operation of Oak Bancorporation after the date of acquisition are included in the consolidated financial statements. The average amortization period for the core deposit and other intangible assets is five years.

A summary of the fair value of net assets acquired and net cash ~~paid~~and cash equivalents received (in thousands) on the date of acquisition is as follows:

	Oak Bancorporation
	OakBancorporation
Assets acquired:
Certificate of deposit	$	140
Securities		13,972
Loans, net		53,555
Other assets		2,066
Premises and equipment		1,444
Core deposit intangible and other		1,241
Goodwill		1,711
Liabilities assumed:
Deposits		(76,686	)
Notes payable		(2,386	)
Other liabilities		(154	)
Net cash and cash equivalents received	$	(5,097	)

On June 28, 2004, Great Western Bank, Omaha, entered into an agreement to merge with First State Bancorp, Inc., and its subsidiary, Farmers Bank of Portageville. The closing date was December 9, 2004. Pursuant to the terms of the agreement to merge, Great Western Bank, Omaha retained the Federal Home Loan Bank Stock and the Missouri banking charter of First State Bancorp, Inc. All other assets and liabilities were assumed by a third party.

As a result of the acquisition, Great Western Bank, Omaha is authorized to operate a banking business in the State of Missouri.

A summary of the fair value of net assets acquired and net cash paid (in thousands) on the date of acquisition is as follows:

	First State Bancorp, Inc.
	First StateBancorp, Inc.
Assets acquired:
Securities	$	63
Other intangible assets		268
Net cash paid	$	331

76. Financing Activities.

On August 18, 2004, Great Western redeemed $21,031,000 of Debentures from GWB Capital Trust I. GWB Capital Trust I redeemed all outstanding Common Securities (63,093 shares) and Preferred Securities (2,040,000 shares) at the $10 par value plus accumulated and unpaid distributions. Great Western owned 100% of the Common Securities. The accumulated and unpaid distributions on the Common and Preferred Securities on August 18, 2004 were $6,000 and $187,000, respectively. The total distributions for the redemption of the Common Securities were $637,000 and the total distributions for the Preferred Securities were $20,587,000. The distributions were made from cash on hand.

On February 4, 2005, Great Western Bancorporation, Inc. redeemed, at par, 100,000 shares of its $100 Par, Floating Rate, Series 3, Non-voting, Non-cumulative, Perpetual Preferred Stock. The redemption slightly decreased Great Western’s leverage ratio, Tier 1 risk-based capital ratio, and total risk-based capital ratio.

~~and unpaid distributions on the Common and Preferred Securities on August 18, 2004 were $6,000 and $187,000, respectively~~7. ~~The~~Recent ~~total~~Accounting ~~distributions for the redemption of the Common Securities were $637,000 and the total distributions for the Preferred Securities were $20,587,000~~Pronouncements. ~~The distributions were made from cash on hand.~~

8. Recent Accounting Pronouncements.

Effective March 31, 2004, Emerging Issues Task Force Issue No. 03-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”) was issued. EITF 03-1 provides guidance for determining the meaning of “other-than-temporarily impaired” and its application to certain debt and equity securities within the scope of Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”) and investments accounted for under the cost method. The guidance requires that investments which have declined in value due to credit concerns or solely due to changes in interest rates must be recorded as other-than-temporarily impaired unless the corporation can assert and demonstrate its intention to hold the security for a period of time sufficient to allow for a recovery of fair value up to or beyond the cost of the investment, which might mean maturity. This Issue also requires disclosures assessing the ability and intent to hold investments in instances in which an investor determines that an investment with a fair value less than cost is not other-than-temporarily impaired.

On September 30, 2004, the FASB decided to delay the effective date for the measurement and recognition guidance contained in Issue 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The disclosure guidance in Issue 03-1 was not delayed.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Great Western is a multi-bank holding company organized under the laws of Iowa whose primary business is providing trust, commercial, consumer, and mortgage banking services through its Nebraska, South Dakota and Iowa based subsidiary banks. Substantially all of Great Western’s income is generated from banking operations.

The Company’s fiscal year end is June 30.

CRITICAL ACCOUNTING POLICIES

Great Western’s critical accounting policies involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of ~~December~~March 31, ~~2004~~2005, have remained unchanged from June 30, 2004. These policies involve the provision and allowance for loan losses, and valuation of mortgage servicing rights and intangibles. Disclosure of these critical accounting policies is incorporated by reference under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Great Western’s Annual report on Form 10-K for Great Western’s fiscal year ended June 30, 2004.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Average assets were $2,~~528~~566,~~207~~345,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 compared to $2,~~183~~217,~~776~~567,000 (as revised to be comparable to current year calculations) for the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004, representing a 15.7773% increase. Average interest-earning assets were $2,~~333~~370,~~479~~339,000 for the ~~six~~ nine months ended ~~December~~March 31, ~~2004~~2005 and $2,~~015~~049,~~043~~806,000 (as revised to be comparable to current year calculations) for the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004, representing a 15.8064% increase. Average assets and average interest-earning assets increased due to internal growth and acquisitions.

Total assets were $2,~~632~~678,~~084~~258,000 at ~~December~~March 31, ~~2004~~2005, an increase of $~~202~~248,~~175~~349,000 or 810.3222% from June 30, 2004. The increase in total assets is due to a $5627,~~746~~620,000 or 157.5557% increase in securities available for sale, ~~and~~ a $~~153~~203,~~872~~953,000 or 811.4013% increase in loans, net of of unearned fees and allowance for loan losses, and a $5,832,000 or 12.18% increase in premises and equipment, net. The increase in securities available for sale, ~~and~~ loans, net of unearned fees and allowance for loans losses, and premises and equipment, net, is a result of internal growth and acquisitions.

Securities available for sale were $392,467,000 at March 31, 2005, and $364,847,000 at June 30, 2004. The increase of $27,620,000 or 7.57% was due to internal growth and acquisitions. Securities available for sale with unrealized losses were $329,185,000 at March 31, 2005 with total unrealized losses of $9,283,000. Securities available for sale

Securities available for sale were $421,593,000 at December 31, 2004, and $364,847,000 at June 30, 2004. The increase of $56,746,000 or 15.55% was due to internal growth and acquisitions. Securities available for sale with unrealized losses were $~~222,208,000 at December 31, 2004 with total unrealized losses of $3,139,000. Securities available for sale with unrealized losses were $~~278,210,000 at June 30, 2004 with total unrealized losses of $8,203,000. The unrealized losses for longer than twelve continuous months were $12,~~033~~119,000 at ~~December~~March 31, ~~2004~~2005 and $620,000 at June 30, 2004. The losses for all such securities are a direct result of changes in interest rates. Great Western has the ability and intent to hold these securities for a period of time sufficient to allow for a recovery in fair value.

Loans, net of unearned fees, grew by $~~153~~203,~~872~~953,000 or 811.4013% during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 due to internal growth and acquisitions. Included are loans originated for resale of $109,~~114~~448,000 at ~~December~~March 31, ~~2004~~ 2005, a decrease of $2,~~226~~892,000 when compared to $12,340,000 at June 30, 2004. The decrease in loans originated for resale is due to the decline in the volume of mortgages originated during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005.

~~Mortgage~~Premises ~~servicing~~and ~~rights~~equipment, net, were $1653,~~741~~722,000 at ~~December~~March 31, ~~2004~~2005, an increase of $25,~~184~~832,000 or 1512.0018%, from June 30, 2004. ~~Mortgage~~The ~~servicing~~increase ~~rights increased~~is ~~due~~a toresult ~~purchases~~ of ~~$3,559,000,~~internal ~~less~~growth ~~valuation~~and ~~adjustments~~acquisitions. Premises and ~~amortization~~equipment, ~~expense~~net ofacquired from Oak Bancorporation were $1,~~375~~444,000 ~~recognized~~and six de novo branches were opened during the ~~six~~nine months ended March ~~December~~ 31, ~~2004~~2005.

~~The~~Mortgage ~~allowance~~servicing ~~for~~rights, ~~loan losses increased by $3~~net,~~102,000~~ to were $2516,~~745~~097,000 at ~~December~~March 31, ~~2004~~2005, ~~from~~an increase of $221,~~643~~540,000 ator 10.58%, from June 30, 2004. ~~The~~ ~~increase~~Mortgage ~~primarily~~servicing ~~resulted~~rights ~~from~~increased ~~the~~due ~~acquisition~~to purchases of $23,~~026~~580,000, inless ~~allowance~~valuation ~~for~~adjustments ~~loan losses from Oak Bancorporation. The allowance represented 1.28%~~ and ~~1.22%~~amortization expense of ~~loans~~$2,040,000 ~~net~~recognized ofduring ~~unearned~~the ~~fees~~nine months asended ofMarch ~~December~~ 31, ~~2004 and June 30, 2004~~2005.

~~For~~The ~~the~~allowance ~~six~~for ~~months~~loan ~~ended~~losses increased ~~December~~by 31$2, ~~2004~~768,000 ~~Great~~to ~~Western’s annualized~~$25,411,000 ~~return~~at onMarch ~~average~~31, ~~assets~~2005 ~~(“ROA”)~~from ~~was 1.16%~~$22,643,000 ~~compared~~at toJune 130, 2004.~~13%~~ ~~(as~~The ~~revised~~increase toprimarily beresulted ~~comparable~~from ~~to current year calculations) for~~ the ~~six~~acquisition ~~months~~of ~~ended December 31~~$2,026,000 ~~2003.~~in ~~Return~~allowance ~~on average stockholders’ equity (“ROE”)~~ for ~~the~~loan ~~six~~losses ~~months~~from ~~ended~~Oak ~~December~~Bancorporation. ~~31,~~The ~~2004~~allowance ~~and~~represented ~~2003 was 19~~1.7223% and 19 1.5822% ~~(as~~of ~~revised to be comparable to current year calculations)~~loans, ~~respectively. The increases in ROA and ROE are due to an 18.81% increase in~~ net ~~income~~of ~~for~~unearned ~~the~~fees ~~six~~as ~~months~~of ~~ending December~~March 31, ~~2004~~2005 ~~compared to a 15.77% increase in average assets~~ and aJune ~~17.98%~~30, ~~increase in average equity from the same period a year ago~~2004.

~~Cash~~For ~~and~~the ~~cash~~nine ~~equivalents~~months ended March 31, ~~certificates~~2005, ofGreat ~~deposit~~Western’s ~~and~~annualized ~~securities~~return ~~available~~on ~~for~~average ~~sale~~assets ~~totaled~~(“ROA”) ~~$479~~was 1.16%,~~468,000~~ orcompared 18to 1.2213% offor ~~total~~the ~~assets~~nine atmonths ~~December~~ended March 31, 2004,. Return on average ~~compared~~stockholders’ equity (“ROE”) for the nine months ended March 31, 2005 and 2004 was 19.74% and 18.98% (as revised to ~~$441~~be comparable to current year calculations),~~356,000~~ orrespectively. The increases in ROA and ROE are due to an 18.1660% atincrease in ~~June~~net 30income for the nine months ending March 31, ~~2004~~2005 compared to a 15.73% increase in average assets and a 14.03% increase in average equity from the same period a year ago.

~~At December~~Cash ~~31, 2004, the Company’s leverage ratio was 6.15%, Tier 1 risk-based capital ratio was 7.35%,~~ and ~~total~~cash ~~risk-based capital ratio was 11.80%~~equivalents, ~~compared~~certificates ~~to minimum required levels~~ of 4%deposit ~~for leverage~~ and ~~Tier~~securities 1available ~~risk-based capital ratios and 8%~~ for ~~total~~sale ~~risk-based~~totaled ~~capital ratio~~$473,859,000 ~~subject~~or to17.69% ~~change at the discretion~~ of ~~regulatory~~total assets ~~authorities~~at toMarch ~~impose higher standards in individual cases. At December~~ 31, ~~2004~~2005, ~~the~~compared ~~Company~~to ~~had~~$441,356,000 ~~net~~or ~~risk-weighted~~18.16% ~~assets~~at ofJune $230,~~122,127,000~~ 2004.

At March 31, 2005, the Company’s leverage ratio was 5.86%, Tier 1 risk-based capital ratio was 6.92%, and total risk-based capital ratio was 11.26%, compared to minimum required levels of 4% for leverage and Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change at the discretion of regulatory authorities to impose higher standards in individual cases. At March 31, 2005, the Company had net risk-weighted assets of $2,192,510,000.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended ~~December~~March 31, ~~2004~~2005 and ~~December~~March 31, ~~2003~~2004.

Net Interest Income

Total interest income for the three months ended ~~December~~March 31, ~~2004~~2005 was $3536,~~815~~632,000, ana 1819.4012% increase from $30,~~248~~753,000 for the three months ended ~~December~~March 31, ~~2003~~2004. The increase was due to an increase of $45,~~699~~361,000 in interest earned on loans and an increase of $~~832~~471,000 in interest earned on taxable securities. The primary cause for ~~the~~these ~~increase~~increases ~~in interest income earned on loans and taxable securities~~ is the increase in average interest-earning assets from internal growth and acquisitions. Average interest-earning assets were $2,~~394~~444,~~030~~059,000 for the three months ended ~~December~~March 31, ~~2004~~2005, an increase of $~~371~~324,~~048~~695,000 or 18 15.3432% from $2,~~022~~119,~~982~~364,000 for the three months ended ~~December~~March 31, ~~2003~~2004.

Total interest expense for the three months ended ~~December~~March 31, ~~2004~~2005 was $1112,~~902~~619,000, a 1622.4204% increase from $10,~~223~~340,000 for the three months ended ~~December~~March 31, 2004. The increase is primarily due to a $1,835,000 increase in interest expense on deposits and a $245,000

~~2003. The~~ increase ~~is primarily due to a $1,294,000 increase~~ in interest expense on ~~deposits and an $189,000 increase in interest expense on~~ FHLB advances and other borrowings. The primary cause for ~~the~~these ~~increase~~increases ~~in the interest expense on deposits and FHLB advances and other borrowings~~ is the increase in average interest-bearing liabilities from internal growth and acquisitions. Average interest-bearing liabilities were $2,~~148~~202,~~043~~769,000 for the three months ended ~~December~~March 31, ~~2004~~2005, an increase of $~~350~~286,~~835~~048,000 or 1914.5292% from $1,~~797~~916,~~208~~721,000 for the three months ended ~~December~~March 31, ~~2003~~2004.

Net interest income was $2324,~~913~~013,000 for the three months ended ~~December~~March 31, ~~2004~~2005, compared to $20,~~025~~413,000 for the same period in ~~2003~~2004, an increase of 19 17.4264%. Great Western’s net interest margin increased to 43.0093% for the three months ended ~~December~~March 31, ~~2004~~2005 from 3.9685% for the three months ended ~~December~~March 31, ~~2003~~2004. The increase in the net interest margin was caused by a larger increase in interest income when compared to the increase in interest expense.

Provision for Loan Losses

The provision for loan losses for the three months ended ~~December~~March 31, ~~2004~~2005 was $1,~~236~~175,000, compared to $1869,~~332,~~000 for the three months ended ~~December~~March 31, ~~2003~~2004. The ~~decrease~~increase was due to aan ~~decline~~increase in estimated loan losses for the current period ~~offset~~and by the growth in loans.

Noninterest Income

Noninterest income for the three months ended ~~December~~March 31, ~~2004~~2005 was $78,~~654~~141,000, an increase of $~~808~~701,000 or 119.8042% over the same period last fiscal year. The increase resulted primarily from ana $~~803~~795,000 increase in services charges and other fees. The increase in service charges and other fees is a function of the increased number and type of deposit accounts that resulted from acquisitions, internal growth, and de novo branch expansion.

Noninterest Expense

Noninterest expense for the three months ended ~~December~~March 31, ~~2004~~2005 was $1819,~~380~~231,000, an increase of $12,~~780~~478,000 or 1014.7279% over the same period last fiscal year. The increase resulted primarily from a $1,~~033~~370,000 increase in salaries and employee benefits expense, a $~~207~~272,000 increase in occupancy expense, and ana $~~186~~307,000 increase in advertising expense.

Salaries and employee benefits expense increased by $1,~~033~~370,000 or 1115.9044%, to $910,~~711~~245,000 for the three months ended ~~December~~March 31, ~~2004~~2005 from $8,~~678~~875,000 for the three months ended ~~December~~March 31, ~~2003~~2004. Contributing to this increase is the increase in staffing levels as a result of acquisitions and expansion through de ~~novo~~ novo branches.

Occupancy expense increased by $~~207~~272,000 or 19 24.4901% , to $1,~~269~~405,000 for the three months ended ~~December~~March 31, ~~2004~~2005 from $1,~~062~~133,000 for the three months ended ~~December~~March 31, ~~2003~~2004. The increase is a result of acquisitions and expansion through de novo branches.

Advertising expense increased by $~~186~~307,000 or 1929.9678% to $1,~~118~~338,000 for the three months ended ~~December~~March 31, ~~2004~~2005 from $~~932~~1,031,000 for the three months ended ~~December~~March 31, ~~2003~~2004. The increase is due to promotion of new branches and new products.

Income Taxes

Income taxes for the three months ended ~~December~~March 31, ~~2004~~2005 and ~~December~~March 31, ~~2003~~2004 were $4,~~238~~036,000 and $3,~~236~~697,000. The increase is due to a 3314.7082% or $31,~~012~~517,000 increase in pretax net income, offset by a decrease in the effective tax rate. The effective tax rates for the three months ended ~~December~~March 31, ~~2004~~2005 and ~~December~~March 31, ~~2003~~2004, were 3534.4636% and 36.2014%, respectively. The effective income tax rates are lower for the ~~2004~~2005 period compared to the ~~2003~~2004 period due to higher levels of tax-exempt interest income and tax credits.

Comparison of the Nine Months Ended March 31, 2005 and March 31, 2004.

Net Interest Income

Total interest income for the nine months ended March 31, 2005 was $105,930,000, a 16.09% increase from $91,245,000 for the nine months ended March 31, 2004. The increase was due to an increase of $12,807,000 in interest earned on loans and an increase of $1,802,000 in interest earned on taxable securities. The primary cause for these increases

~~Comparison~~is ofthe increase in average interest-earning assets from internal growth and acquisitions. Average interest-earning assets were $2,370,339,000 for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~December~~March 31, ~~2004~~2005, ~~and~~an ~~December~~increase of $320,533,000 or 15.64% from $2,049,806,000 for the nine months ended March 31, ~~2003~~2004.

~~Net~~Total ~~Interest~~interest ~~Income~~expense for the nine months ended March 31, 2005 was $35,691,000, a 14.30% increase from $31,225,000 for the nine months ended March 31, 2004. The increase is due to a $3,146,000 increase in interest expense on deposits and a $445,000 increase in interest expense on FHLB advances and other borrowings. The primary cause for these increases is the increase in average interest-bearing liabilities from internal growth and acquisitions. Average interest-bearing liabilities were $2,136,752,000 for the nine months ended March 31, 2005, an increase of $313,953,000 or 17.22% from $1,822,799,000 for the nine months ended March 31, 2004.

~~Total~~Net interest income was $70,239,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004 was $69~~2005,~~298,000,~~ acompared ~~14.56%~~to ~~increase from~~ $60,~~493~~020,000 for the ~~six~~ ~~months~~same ~~ended~~period ~~December~~in 312004, ~~2003. The increase was due to~~ an increase of ~~$7,525,000~~17.03%. inGreat ~~interest~~Western’s ~~earned~~net ~~on loans and an increase of $1,331,000 in~~ interest ~~earned~~margin onincreased ~~taxable~~to ~~securities~~3.95% ~~The primary cause~~ for the ~~increase~~nine inmonths ~~interest~~ended ~~income~~March ~~earned~~31, ~~on loans~~2004 ~~and~~from ~~taxable~~3.90% ~~securities~~for is the nine ~~increase~~months inended ~~average~~March ~~interest-earning~~31, ~~assets~~2004. ~~Average~~The ~~interest-earning~~increase ~~assets~~in ~~were $2,333,479,000 for~~ the ~~six~~net ~~months~~interest ~~ended~~margin ~~December~~was ~~31,~~caused ~~2004,~~by ana larger increase ofin ~~$318,436,000~~interest orincome ~~15.80%~~when ~~from~~compared ~~$2,015,043,000~~to ~~for~~ the ~~six months~~increase ~~ended~~in ~~December~~interest ~~31, 2003~~expense.

Total interest expense for the six months ended December 31, 2004 was $23,072,000, a 10.47% increase from $20,886,000 for the six months ended December 31, 2003. The increase is due to a $1,311,000 increase in interest expense on deposits and a $437,000 increase in interest expense on the subordinated debentures. The primary cause for the increase of the interest expense on deposits and subordinated debentures is the increase in average interest-bearing liabilities. Average interest-bearing liabilities were $2,103,743,000 for the six months ended December 31, 2004, an increase of $327,904,000 or 18.46% from $1,775,839,000 for the six months ended December 31, 2003.

Net interest income was $46,226,000 for the six months ended December 31, 2004, compared to $39,607,000 for the same period in 2003, an increase of 16.71%. Great Western’s net interest margin increased to 3.96% for the six months ended December 31, 2004 from 3.93% for the six months ended December 31, 2003. The increase in the net interest margin was caused by a larger increase in interest income when compared to the increase in interest expense.

Provision for Loan Losses

The provision for loan losses for the ~~six~~ nine months ended ~~December~~March 31, ~~2004~~2005, was $23,~~092~~267,000, compared to $23,~~287~~156,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004. The ~~decrease~~increase was due to aan ~~decline~~increase in estimated loan losses for the current period ~~offset~~and by the growth in loans.

Noninterest Income

Noninterest income for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 was $1523,~~179~~320,000, a decrease of $~~978~~281,000 or 61.0519% over the same period last fiscal year. The decrease resulted primarily from a $1,~~747~~823,000 decrease in gain on the sale of loans and a $1,~~053~~319,000 decrease in gain on the sale of securities, offset by a $12,~~664~~459,000 increase in service charges and other fees.

The decrease in the gain on the sale of loans is a result of the decrease in loans originated for resale. Loans originated for resale during the ~~six~~ nine months ended ~~December~~March 31, ~~2004~~2005, were $~~110~~159,~~369~~153,000, compared to $~~219~~237,~~939~~936,000 during the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004.

Service charges and other fees increased by $12,~~664~~459,000 or 2322.6089%, to $813,~~716~~201,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from $710,~~052~~742,000 for the ~~six~~ nine months ended ~~December~~March 31, ~~2003~~2004. The increase in service charges and other fees is a function of the increased number and type of deposit accounts that resulted from acquisitions, internal growth, and de novo branch expansion.

Noninterest Expense

Noninterest expense for the ~~six~~nine months ended ~~December~~ March 31, ~~2004~~2005 was $3655,~~065~~296,000, an increase of $24,~~513~~986,000 or 79.4991% for the current fiscal period when compared to the same fiscal period one year ago. The increase resulted primarily from a $12,~~601~~971,000 increase in salaries and employee benefits expense, a $~~305~~571,000 increase in occupancy expense, ~~and~~ a $~~315~~466,000 increase in data processing expense, and a $422,000 increase in advertising expense.

Salaries and employee benefits expense increased by $12,~~601~~971,000 or 911.1325%, to $1929,~~130~~375,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from $1726,~~529~~404,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004. Contributing to this increase is the increase in staffing levels as a result of acquisitions and expansion through de novo branches.

Occupancy expense increased by $~~305~~571,000 or 1417.2239% to $23,~~450~~854,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 from $23,~~145~~283,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004. The increase is a result of acquisitions and expansion through de novo branches.

Data processing expenses increased by $466,000 or 17.09% to $3,192,000 for the nine months ended March 31, 2005 from $2,726,000 for the nine months ended March 31, 2004. The increase is a result of acquisitions and expansion through de novo branches.

~~Data~~Advertising ~~processing~~expense ~~expenses~~ increased by $~~315~~422,000 or 1713.5970% to $23,~~106~~502,000 for the ~~six~~nine months ended ~~December~~ March 31, 2005 ~~2004~~ from $13,~~791~~080,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2003~~2004. The increase is adue ~~result~~to promotion of ~~acquisitions~~new branches and ~~expansion~~new ~~through de novo branches~~products.

Income Taxes

Income taxes for the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005 and ~~December~~March 31, ~~2003~~2004 were $812,~~215~~251,000 and $710,~~261~~958,000. The increase is due to a 16.6805% or $34,~~323~~841,000 increase in pretax net income, offset by a decrease in the effective tax rate. The effective tax rates for the periods were 35.301% and 3736.534%. The effective tax rates are lower for the ~~2004~~2005 period compared to the ~~2003~~2004 period due to higher levels of tax-exempt interest income and tax credits.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset/liability management refers to management’s efforts to minimize fluctuations in net interest income caused by interest rate changes. This is accomplished by managing the repricing of interest rate sensitive interest earning assets and interest bearing liabilities. Controlling the maturity or repricing of an institution’s liabilities and assets in order to minimize interest rate risk is commonly referred to as gap management. Close matching of the repricing of assets and liabilities will normally result in little change in net interest income when interest rates change. A mismatched gap position will normally result in changes in net interest income as interest rates change.

Management regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Company’s interest rates and maturities for interest earning assets acquired and interest bearing liabilities accepted.

There has not been a material change in the interest rate sensitivity of the Company during the ~~six~~nine months ended ~~December~~March 31, ~~2004~~2005.

ITEM 4: CONTROLS AND PROCEDURES

Great Western’s principal executive officer and principal financial officer have concluded, based on their evaluation as of the end of the period covered by this report, that Great Western’s disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c), ~~based on their evaluation of such controls and procedures conducted within 90 days prior to the date hereof,~~ are effective to ensure that information required to be disclosed by Great Western in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to Great Western’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no significant changes in Great Western’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.

PART II

OTHER INFORMATION

ITEM 1:	LEGAL PROCEEDINGS
		None
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
		None
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES
		None
ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
		None
ITEM 5:	OTHER INFORMATION
		None
ITEM 6:	EXHIBITS
	(a).	Exhibits:
	31.1 -	Chief Executive Officer’s Certification Pursuant to Rule 13(a) - 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
	31.2 -	Chief Financial Officer’s Certification Pursuant to Rule 13(a) - 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
	32.1 -	Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2 -	Chief Financial Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5: OTHER INFORMATION

None

ITEM 6: EXHIBITS


(a).		Exhibits:

31.1 –		Chief Executive Officer’s Certification Pursuant to Rule 13(a) – 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

31.2 –		Chief Financial Officer’s Certification Pursuant to Rule 13(a) – 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1 –		Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 –		Chief Financial Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b).		Reports on Form 8-K:

		The Company filed a current report on Form 8-K (Item 1.01) on January 31, 2005, and reported the Amendment to the Phantom Stock Long Term Incentive Plans with Daniel J. Brabec, Jeffory A. Erickson, and Daniel A. Hamann. The Amendments were deemed necessary or appropriate to comply with applicable requirements of Section 409A of the Internal Revenue Code and the regulations thereunder to assure that the benefits provided by the Agreements are not includable in the Employees’ gross income before being paid pursuant to their Agreements.

		The Company filed a current report on Form 8-K (Item 1.01) on January 31, 2005, and reported the Amendment to the Bonus Plans with Daniel J. Brabec and Jeffory A. Erickson. The Amendments were deemed necessary or appropriate to comply with applicable requirements of Section 409A of the Internal Revenue Code and the regulations thereunder to assure that the benefits provided by the Agreements are not includable in the Employees’ gross income before being paid pursuant to their Agreements.

		The Company filed a current report on Form 8-K (Item 8.01) on February 4, 2005, and reported the redemption, at par, 100,000 shares of Floating Rate, Series 3, Non-voting, Non-cumulative, Perpetual Preferred Stock.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GREAT WESTERN BANCORPORATION, INC.
Date: February 1, 2005	By:	/s/ Deryl F. Hamann
Date: May 2, 2005	By:	/s/ Deryl F. Hamann
		Deryl F. Hamann, Chairman and Chief
		Executive Officer
		(Duly Authorized Representative)
(Authorized officer and principal financial officer of the registrant)
Date: February 1, 2005	By:	/s/ James R. Clark
Date: May 2, 2005	By:	/s/ James R. Clark
		James R. Clark, CFO, Secretary
		James R. Clark, CFO, Secretary and Treasurer
		and Treasurer
		(Principal Financial Officer)

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Filing Compare · GREAT WESTERN BANCORPORATION INC