UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

FOR THE FISCAL YEAR ENDED JUNE 30, ~~2004~~2005, OR

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-15215

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.)
9290 West Dodge Road Suite 203, Omaha, NE		68114
(Address of principal executive offices)		(Zip Code)

10834 Old Mill Road, Suite One, Omaha, NE 68154-2648

(Address of principal executive offices) (Zip Code)

(402) 333-8330

(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
10.00% Cumulative Trust Preferred Securities of GWB Capital Trust I		American Stock Exchange
9.75% Cumulative Trust Preferred Securities of GWB Capital Trust II		American Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

NONE

(Title of class)

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 requirements for the past 90 days. 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 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 Form10-K: x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ~~Yes~~YES ¨ NoNO x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO x

All voting and non-voting common equity is held by affiliates of the registrant.

At September 102, ~~2004~~2005, there were 123,~~802~~650 shares of registrant’s common stock outstanding.

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TABLE OF CONTENTS

		~~Page No.~~	Page No.
~~Forward-looking Statements~~	Forward-looking Statements	3	3
Part I
~~Item 1.~~	~~Business~~Item 1.	3Business	3
~~Item 2.~~	~~Properties~~Item 2.	13Properties	14
~~Item 3.~~	~~Legal~~Item ~~Proceedings~~3.	14Legal Proceedings	14
~~Item 4.~~	~~Submission~~Item ~~of Matters to a Vote of Security Holders~~4.	14Submission of Matters to a Vote of Security Holders	15
Part II
~~Item 5.~~	~~Market~~Item ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~5.	14Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
~~Item 6.~~	~~Selected~~Item ~~Financial Data~~6.	15Selected Financial Data	16
~~Item 7.~~	~~Management’s~~Item ~~Discussion and Analysis of Financial Condition and Results of Operation~~7.	17Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
~~Item 7A.~~	~~Quantitative~~Item ~~and Qualitative Disclosures about Market Risk~~7A.	47Quantitative and Qualitative Disclosures about Market Risk	47
~~Item 8.~~	~~Financial~~Item ~~Statements and Supplementary Data~~8.	49Financial Statements and Supplementary Data	49
~~Item 9.~~	~~Changes~~Item ~~in and Disagreements with Accountants on Accounting and Financial Disclosure~~9.	49Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
~~Item 9A.~~	~~Controls~~Item ~~and Procedures~~9A.	50Controls and Procedures	49
~~Item 9B.~~	~~Other~~Item ~~Information~~9B.	50Other Information	50
Part III
~~Item 10.~~	~~Directors~~Item ~~and Executive Officers of the Registrant~~10.	50Directors and Executive Officers of the Registrant	50
~~Item 11.~~	~~Executive~~Item ~~Compensation~~11.	52Executive Compensation	53
~~Item 12.~~	~~Security~~Item ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~12.	55Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
~~Item 13.~~	~~Certain~~Item ~~Relationships and Related Transactions~~13.	56Certain Relationships and Related Transactions	57
~~Item 14.~~	~~Principal~~Item ~~Accountant Fees and Services~~14.	58Principal Accountant Fees and Services	58
Part IV
~~Item 15.~~	~~Exhibits,~~Item ~~Financial Statement Schedules and Reports on Form 8-K~~15.	58Exhibits and Financial Statement Schedules	59
SIGNATURES	~~SIGNATURES~~	63	63

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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’s ~~loans~~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.

CIRCULAR 230 DISCLOSURE

Any discussion or statements contained herein insofar as they address U.S. federal tax matters (whether explicitly or implicitly) are not intended to be “covered opinions” within the meaning of U.S. Treasury Department Circular 230. Accordingly, we are informing you that (A) the discussion herein is not intended and was not written to be used, and cannot be used, by any taxpayer for the purposes of avoiding penalties under the U.S. federal tax laws that may be imposed on the taxpayer, (B) the discussion herein was not written to be used in connection with the promotion or marketing by us of our securities, and (C) each taxpayer should seek advice based on its particular circumstances from an independent tax advisor.

PART I

ITEM 1. BUSINESS

THE COMPANY

Great Western ~~Bancorporation~~, ~~Inc., (“Great Western”),~~ a multi-bank holding company, offers full service community banking through 1819 banking locations in Nebraska, 2125 banking locations in South Dakota, 2427 banking locations in southern Iowa, ~~seven~~eight banking locations in northern Missouri and ~~one~~two banking ~~location~~ locations in northeastern Kansas. Its Chairman, Deryl F. Hamann, acquired Great Western in 1971; at that time it had a single bank charter in Leon, Iowa with two locations. In 1974, Mr. Hamann acquired the parent company of Great Western Bank, Watertown, South Dakota; the parent was merged into Great Western on May 31, 1999. Citizens Corporation, an affiliated bank holding company with six Iowa banking locations, was merged into Great Western on August 7, 2000. On March 23, 2001, Great Western Securities, Inc., the parent company of Great Western Bank, Omaha, Nebraska, was merged into Great Western. Acquisitions of other banks and savings institutions have been made on both strategic and opportunistic bases. Expansion also occurred through acquisition of offices of other financial institutions and de novo branching. See “Mergers and Acquisitions” for additional information.

THE BANKS

Great Western has three direct subsidiaries: Great Western Bank, Omaha, Nebraska; Great Western Bank, Watertown, South Dakota (formerly F & M Bank, Watertown, South Dakota; and Rushmore Bank & Trust, Rapid City, South Dakota); and Great Western Bank, Clive, Iowa (formerly Citizens Bank, Mt Ayr, Iowa; Citizens Bank of Princeton, Princeton,

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~~Missouri;~~THE ~~and~~BANKS Citizens Bank, Clive, Iowa). See “Mergers and Acquisitions” for additional information. Each subsidiary bank is chartered by the state banking authorities of the state in which its headquarters is located. See “Supervision and Regulation.”

~~The~~Great ~~following~~Western ~~table~~has ~~sets~~three ~~forth~~direct ~~information~~subsidiaries: ~~regarding~~Great Western Bank, Omaha, Nebraska; Great Western’s ~~banks~~Bank, asWatertown, ofSouth Dakota, ~~June~~and 30Great Western Bank, ~~2004:~~Clive, Iowa. See “Mergers and Acquisitions” for additional information. Each subsidiary bank is chartered by the state banking authorities of the state in which its headquarters is located. See “Supervision and Regulation.”

	CommonStock Ownership		Assets		Net Loans		Deposits
	(dollars in thousands)
Great Western Bank, Watertown	96.1	%	$	973,257	$	750,286	$	791,400
Great Western Bank, Omaha	100.0	%		898,326		701,161		727,310
Great Western Bank, Clive	100.0	%		517,814		380,768		433,088

The following table sets forth information regarding Great Western’s banks as of June 30, 2005:


	Common Stock Ownership		Assets		Net Loans		Deposits
	(dollars in thousands)
Great Western Bank, Watertown	96.1	%	$	1,062,364	$	824,040	$	857,092
Great Western Bank, Omaha	100.0	%		1,036,826		827,594		798,143
Great Western Bank, Clive	100.0	%		600,153		451,772		498,008

GREAT WESTERN SERVICE CORPORATION

Subsidiary banks (excluding Great Western Bank, Omaha) own 100% of Great Western Service Corporation ~~(formerly Spectrum Banc Service Corporation)~~, which provides data processing and related services to its bank owners. ~~See “Mergers and Acquisitions” for additional information.~~

STRATEGIES

Growth. Great Western intends to grow within its existing markets, to branch into or acquire financial institutions in existing markets, and to branch into or acquire financial institutions in other markets consistent with its capital requirements and management abilities. Great Western seeks opportunities to acquire banks at acceptable prices.

Great Western ~~seeks opportunities to acquire banks at acceptable prices. Great Western~~’s operating strategy is to provide high quality community banking services to its customers and increase market share through solicitation of new business, repeat business and referrals from customers, and selected promotional strategies.

Branch Activity. In ~~December~~September ~~2003~~2004, Great Western Bank, ~~Omaha~~Watertown opened a branch at ~~17929~~41st ~~Welch~~& ~~Plaza~~Sycamore, ~~Omaha;~~Sioux ~~and~~Falls, in South Dakota. In April ~~2004~~2005, Great Western Bank, Watertown opened an in-store branch in the Super Wal-Mart at ~~6304~~2825 ~~North~~1st ~~99th~~Avenue, ~~Street~~Spearfish, South Dakota. OnIn ~~November~~May 172005, ~~2003~~ Great Western Bank, ~~Clive~~Watertown opened atwo ~~branch~~in-store branches atin ~~320~~Super ~~8th~~Wal-Marts ~~Street,~~located ~~Altoona,~~at ~~Iowa.~~3209 OnSouth ~~February~~Louise 23Avenue, ~~2004~~Sioux ~~Great~~Falls, ~~Western~~South ~~Bank,~~Dakota ~~Clive~~and ~~acquired~~1201 ~~six~~29th ~~branches~~Street, Watertown, inSouth ~~Missouri~~Dakota. ~~One~~In ofNovember ~~these~~2004, ~~branches~~Great ~~was~~Western ~~combined~~Bank, ~~with~~Omaha anacquired ~~existing~~a ~~Great~~branch ~~Western,~~at ~~Clive~~501 ~~branch~~Pioneer inAvenue, ~~Milan~~Oakland, ~~Missouri~~ Iowa. The acquired ~~branches~~branch had $~~123~~22,~~133~~726,000 in ~~deposits~~total assets, $3111,~~972~~920,000 in net loans, and $~~123~~22,~~590~~262,000 in total ~~assets~~deposits. OnSee “Mergers ~~August~~and ~~15,~~Acquisitions” ~~2003~~for additional information. In December 2004, Great Western Bank, ~~Clive~~Omaha opened a ~~new~~ branch inat ~~Bedford~~405 East 19th Avenue, ~~Iowa~~North Kansas City, Missouri. OnIn ~~December~~January 132005, ~~2002,~~ Great Western Bank, Omaha ~~acquired~~ ~~Peoples~~opened ~~Bank~~a branch at 10610 Shawnee Mission Parkway, ~~Overland~~Shawnee ~~Park~~Mission, Kansas. ~~Peoples~~In November 2004, Great Western Bank, Clive acquired three branches in Red Oak and Stanton, Iowa. The acquired branches had $2456,~~847~~365,000 in total assets, $241,~~910~~635,000 in net loans, and $2454,~~739~~424,000 in total deposits. ~~Peoples~~See ~~Bank~~“Mergers ~~has~~and ~~one~~Acquisitions” ~~location,~~for ~~which~~additional atinformation. ~~closing~~In ~~became~~February a2005, ~~branch of~~ Great Western Bank, ~~Omaha.~~Clive ~~Should Great~~closed ~~Western~~a bebranch ~~unable~~in toThurman, ~~acquire~~Iowa. ~~existing~~In ~~banks~~June or2005, ~~other~~Great ~~financial~~Western ~~institutions at acceptable prices~~Bank, itClive ~~will~~acquired ~~continue~~a tobranch ~~seek~~in ~~expansion~~Albany, ~~through~~Missouri ~~new~~from ~~branches~~UMB orBank, ~~possibly~~N.A. byThe ~~chartering~~branch ~~new banks.~~

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had $3,704,000 in total assets, $8,000 in net loans, and $3,690,000 in total deposits. The branch was combined with the existing Great Western Bank, Clive branch located in Albany, Missouri. See “Mergers and Acquisitions” for additional information. Should Great Western be unable to acquire existing banks or other financial institutions at acceptable prices, it will continue to seek expansion through new branches or possibly by chartering new banks.

LENDING ACTIVITIES

Great Western provides a broad range of commercial and retail lending services. Each of Great Western’s subsidiary banks has a written credit policy that addresses the needs of its market. All of the credit policies contain underwriting and loan administration criteria, including levels of loan commitment, loan types, credit criteria, concentration limits, loan administration, loan review and grading and related matters.

Great Western is able to facilitate substantial credit requests through the purchase and sale of participations among its subsidiary banks, as well as unaffiliated banks or other financial institutions. As of June 30, ~~2004~~2005, approximately 8490% of all loans and leases were to customers within Great Western’s market area.

Real Estate Loans. These include various types of loans for which Great Western’s banks hold real property as collateral. The risks of real estate loans include the borrower’s inability to pay and deterioration in value of the real estate collateral. Real estate loans include primarily one to four family residences and one to four family residences under construction. Construction loans for one to four family residences are primarily made to builders that construct the residences. The construction loans typically have maturities of 6 to 12 months, have rates that are adjustable and are subject to origination fees. Terms for one to four family residences that are not construction loans primarily have maturities of 25 years or less and have rates fixed from one to five years.

Commercial and Agricultural Loans. These consist primarily of secured loans to businesses for various purposes, including revolving lines of credit, agricultural operating lines, term loans and equipment financing. Equipment, accounts receivable, inventory, business assets, agricultural assets or commercial real estate secure the loans. Revolving lines and agricultural operating lines, in most cases mature in one year and are secured by accounts receivable, inventory, business assets or agricultural assets. Loans to purchase equipment including farm equipment usually have maturities between three and six years and have fixed rates of interest for one year or more. Commercial real estate loans typically have maturities between three and 10 years with fixed rates of interest for at least one year. Loans to build commercial buildings usually have maturities between one and two years and have adjustable rates of interest.

Loans to Individuals. Loans to individuals, which are not secured by real estate, generally have maturities of two to six years and bear fixed interest rates. These loans are generally secured by motor vehicles, investment securities, or other personal assets and in some instances are unsecured.

Great Western Bank, Clive has regional and local loan committees that meet at least weekly, subject to loan volume. Great Western Bank, Omaha has a senior loan committee and loan committee that meet weekly. Great Western Bank, Watertown has regional loan committee meetings bi-weekly and an Executive Board Committee that meets as required by loan volume.

Interest rates charged on loans vary with the degree of risk, maturity, underwriting and servicing costs, loan amount and extent of other banking relationships maintained with customers and are further subject to competitive pressures, money market rates, availability of funds and government regulations.

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Great Western’s banks issue letters of credit. See Note 18 to Consolidated Financial Statements. Great Western’s banks apply the same credit standards to those commitments as they use in direct lending activities and have included these commitments in their lending risk evaluations. Great Western’s exposure to credit loss under letters of credit is represented by the amount of those commitments.

Under applicable federal and state law, permissible loans to one borrower after June 30, ~~2004~~2005 were limited to $1215,~~703~~615,~~329~~000 for Great Western Bank, Watertown, South Dakota; $1213,~~362~~677,~~116~~000 for Great Western Bank, Omaha, Nebraska; and $89,~~973~~906,~~038~~ 000 for Great Western Bank, Clive, Iowa. Certain exceptions, depending on the laws of the applicable state, increase the loan limit to one borrower for loans secured by readily marketable securities and certain readily marketable agricultural assets.

COMPETITION

The banking and financial services industry is highly competitive and undergoing rapid consolidation. Within the market area of Great Western’s banks, numerous commercial banks, savings and loan associations, mortgage brokers, finance companies, credit unions, investment firms and private lenders compete with the banks for deposits and loans. Many of these competitors have significantly greater resources than Great Western, including higher lending limits and more extensive financial, technical and marketing resources.

The Financial Modernization Act, also known as the Gramm-Leach-Bliley Act, enacted in November 1999, affects competition between financial institutions. This act significantly revised the laws regulating banks and bank holding companies and other providers of financial services, enabling bank holding companies and foreign banks that meet applicable statutory requirements—defined as financial holding companies—to engage in a broader range of services and to compete more efficiently in existing business lines. The Gramm-Leach-Bliley Act authorizes financial holding companies to engage in securities, insurance, and other activities that are financial in nature or that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally. As of ~~August~~September 312, ~~2004~~ 2005, Great Western had not elected to convert to a financial holding company, but reserves this right under the rule.

EMPLOYEES

As of September 102, ~~2004~~2005, Great Western had approximately ~~793~~883 full-time equivalent employees. Great Western provides its employees with a comprehensive benefit program, including major medical insurance, dental insurance, life and accidental death and dismemberment insurance, long-term disability coverage and a 401(k) plan. Great Western also offers a tuition reimbursement program. Management considers its relationship with its employees to be good.

SUPERVISION AND REGULATION

Great Western and its subsidiary banks are extensively regulated under federal and state laws. These laws and regulations are primarily intended to protect depositors and the deposit insurance fund of the FDIC, not securities holders of Great Western. The following ~~information is qualified~~ in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable laws, regulations or regulatory policies may have a material effect on the business, operations and prospects of Great Western and its banks. Great Western is unable to predict the nature or extent of the effects that fiscal or monetary

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information is qualified in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable laws, regulations or regulatory policies may have a material effect on the business, operations and prospects of Great Western and its banks. Great Western is unable to predict the nature or extent of the effects that fiscal or monetary policies, economic controls or new federal or state legislation may have on its business and earnings in the future.

The Gramm-Leach-Bliley Act preserves the role of the Federal Reserve as the umbrella supervisor for holding companies while at the same time incorporating a system of functional regulation designed to take advantage of the strengths of the various federal and state regulators. In particular, the Act replaces the broad exemption from Securities and Exchange Commission regulation that banks previously enjoyed with more limited exemptions, and it reaffirms that states are the regulators for the insurance activities of all persons, including federally chartered banks. The Gramm-Leach-Bliley Act also establishes a minimum federal standard of financial privacy. In general, the applicable federal regulations prohibit affected financial institutions (including banks, insurance agencies and broker/dealers) from sharing information about their customers with non-affiliated third parties unless: (1) the financial institution has first provided a privacy notice to the customer; (2) the financial institution has given the customer an opportunity to opt out of the disclosure; and (3) the customer has not opted out after being given a reasonable opportunity to do so. Compliance with the notice and other requirements under the regulations was required by July 1, 2001.

Recent regulatory developments. On ~~October~~July 2630, ~~2001~~2002, the President ~~Bush~~ signed into law the ~~Uniting~~Sarbanes-Oxley ~~and~~Act ~~Strengthening~~of ~~America~~2002 by(the ~~Providing~~“Act”), ~~Appropriate~~which ~~Tools~~mandated ~~Required~~a variety of reforms intended to ~~Intercept~~address corporate and ~~Obstruct~~accounting ~~Terrorism~~fraud. The Act provided for the establishment of ~~2001~~a ~~(the~~new ~~“USA~~Public ~~PATRIOT~~Company ~~Act~~Accounting Oversight Board (“PCAOB”)., ~~Among~~which ~~its~~enforces ~~other provisions~~auditing, ~~the~~quality ~~USA~~control ~~PATRIOT~~and ~~Act~~independence ~~requires~~standards ~~each~~for ~~financial institution:~~firms ~~(i)~~that toaudit ~~establish~~SEC anreporting ~~anti-money~~companies ~~laundering~~and ~~program;~~is ~~(ii)~~funded toby ~~establish~~fees ~~due~~from ~~diligence~~all SEC ~~policies,~~reporting ~~procedures~~companies. The Act imposed higher standards for auditor independence and ~~controls~~added ~~with~~restrictive ~~respect~~provisions toon ~~its~~consulting ~~private~~services ~~banking~~performed ~~accounts~~by ~~involving~~auditing ~~foreign~~firms ~~individuals~~to companies they audit and in addition, certain ~~foreign~~audit ~~banks;~~partners ~~and~~must ~~(iii)~~be torotated ~~avoid~~periodically. ~~establishing,~~The ~~maintaining,~~Act ~~administering~~requires chief executive officers and chief financial officers, or ~~managing~~their ~~correspondent~~equivalents, ~~accounts~~to incertify to the ~~United~~accuracy ~~States~~of ~~for,~~periodic orreports onfiled ~~behalf~~with ofthe SEC, ~~foreign~~subject ~~banks~~to ~~that~~civil doand ~~not~~criminal ~~have~~penalties aif ~~physical~~they ~~presence~~knowingly inor ~~any~~willfully violated ~~country~~this certification requirement. ~~The~~In ~~USA~~addition, ~~PATRIOT~~under the Act, ~~also~~counsel ~~requires~~is ~~the~~required ~~Secretary~~to ofreport ~~the Treasury~~specific toviolations; ~~prescribe~~directors ~~minimum~~and ~~standards~~officers ~~that~~of ~~financial~~issuer, ~~institutions~~and ~~must~~persons ~~follow~~who todirectly ~~verify~~or ~~the~~indirectly ~~identity~~are ofbeneficial ~~customers,~~owners ~~both~~of ~~foreign~~more ~~and~~than ~~domestic,~~10 ~~when~~percent aof ~~customer~~any class ~~opens~~of anequity ~~account.~~security Inwhich ~~addition,~~is ~~the~~registered ~~USA~~pursuant ~~PATRIOT~~to ~~Act~~Section ~~contains~~12 amust ~~provision~~report ~~encouraging cooperation~~changes ~~among~~in ~~financial~~their ~~institutions,~~ownership ~~regulatory~~of ~~authorities~~a ~~and~~company’s ~~law~~registered ~~enforcement~~securities; ~~authorities~~and ~~with~~executives ~~respect~~have torestrictions ~~individuals~~on trading, ~~entities~~ and ~~organizations~~loans. ~~engaged~~The ~~in,~~Act oralso ~~reasonably~~increased ~~suspected~~the ofoversight ~~engaging~~and authority ~~in,~~of ~~terrorist~~audit ~~acts~~committees orof ~~money~~publicly ~~laundering activities~~traded companies. ~~Most~~Although ~~specific~~Great ~~provisions~~Western ~~took~~anticipates ~~effect~~it ~~October~~will 1,incur ~~2003.~~additional Atexpense ~~this~~in ~~time,~~complying with the provisions of the ~~USA~~Act ~~PATRIOT~~and ~~Act~~the ~~will~~related rules, management does not expect that such compliance will have a material impact on ~~the~~Great ~~business~~Western’s financial condition or results of operations. Certain provisions of the Act were effective immediately upon passage or at various times in fiscal 2003 and 2004. As a non-accelerated filer, Great Western is ~~and~~not ~~its~~required ~~subsidiaries~~to comply with certain provisions of the Act until the fiscal year ending June 30, 2007.

OnThe ~~July~~Check ~~30,~~Clearing ~~2002,~~for the ~~President~~21st ~~signed~~Century ~~into~~Act, ~~law~~also ~~the~~known ~~Sarbanes-Oxley~~as ~~Act~~Check ~~of 2002 (the “Act”)~~21, which ~~mandated~~became aeffective ~~variety~~on ofOctober ~~reforms~~28, ~~intended~~2004 toaltered ~~address~~the ~~corporate~~way ~~and~~banks ~~accounting~~process ~~fraud~~checks. ~~The~~Check ~~Act~~21 ~~provides~~facilitates ~~for~~check ~~the~~truncation, ~~establishment~~eliminating ofthe aoriginal ~~new~~paper ~~Public~~check ~~Company~~from ~~Accounting~~the ~~Oversight~~clearing ~~Board~~process. ~~(“PCAOB”)~~Instead, ~~which will enforce~~ ~~auditing,~~many ~~quality~~checks ~~control and independence standards for firms that audit SEC reporting companies and~~ will be ~~funded~~processed ~~by fees from all SEC reporting companies~~electronically. ~~The~~Under ~~Act~~Check ~~imposes~~21, ~~higher~~as ~~standards~~a ~~for~~bank ~~auditor~~processes ~~independence~~a ~~and restricts provision of consulting services by auditing firms to companies they audit and in addition~~check, ~~certain~~funds ~~audit~~from ~~partners~~the ~~must~~check bewriter’s ~~rotated~~account ~~periodically.~~are ~~The~~transferred ~~Act requires chief executive officers and chief financial officers, or their equivalents,~~ to ~~certify to~~ the ~~accuracy~~ ofcheck ~~periodic~~depositor’s ~~reports filed with the SEC~~account, ~~subject to civil~~ and ~~criminal~~an ~~penalties~~electronic ifimage ~~they~~of ~~knowingly or willfully violate this certification requirement. In addition, under~~ the ~~Act~~check, ~~counsel~~a ~~will~~processable ~~be required to report specific violations;~~printout ~~directors~~known ~~and~~as ~~officers~~a ofsubstitute ~~issuer,~~check ~~and persons who directly~~ or ~~indirectly~~Image ~~are~~Replacement ~~beneficial~~Document ~~owners~~(IRD), ofis ~~more~~considered ~~than~~the 10legal ~~percent~~equivalent of ~~any~~the ~~class~~original ofcheck. ~~equity~~Banks ~~security~~can ~~which~~choose ~~is registered pursuant~~ to ~~Section~~send 12substitute ~~must~~checks ~~report~~as ~~changes~~electronic infiles ~~their~~to ~~ownership~~be ofprinted ~~a company’s registered securities; and executives will have restrictions~~ on-site ~~trading,~~or ~~and~~in ~~loans.~~close ~~The Act also increases the oversight and authority of audit committees of publicly traded companies. Although Great Western anticipates it will incur~~

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~~additional~~proximity ~~expense~~to ~~in complying with~~ the ~~provisions~~paying ofbank. ~~the~~For ~~Act~~financial institutions and ~~the~~their ~~related rules~~clients, ~~management~~these ~~does~~changes ~~not expect that such compliance will~~ have ~~a material impact on Great Western’s financial condition or results of operation. Certain provisions of~~ the ~~Act~~potential ~~were~~to ~~effective~~reduce ~~immediately~~costs, ~~upon~~improve ~~passage~~efficiency ~~or at various times~~ in ~~fiscal~~check collections ~~2003~~ and ~~2004.~~accelerate ~~Other~~funds ~~provisions~~availability, ofwhile ~~the~~alleviating ~~Act~~dependence ~~will~~on bethe ~~effective~~national ~~after~~transportation ~~fiscal 2004~~system.

~~The~~On ~~Check~~March ~~Clearing~~1, ~~for~~2005, the ~~21st~~Board ~~Century~~of ~~Act~~Governors of the Federal Reserve System, ~~also~~or ~~known~~Board, asadopted ~~Check~~a 21final rule, ~~which~~Risk-Based ~~becomes~~Capital ~~effective~~Standards: onTrust ~~October~~Preferred Securities 28and the Definition of Capital, ~~2004~~that isallows ~~expected~~for the continued limited inclusion of trust preferred securities in Tier 1 capital. The Board’s final rule limits restricted core capital elements to ~~revamp~~25% of the ~~way~~sum ~~banks~~of ~~process~~all core capital ~~checks~~elements, including restricted core capital elements, net of goodwill less any associated deferred tax liability. ~~Check~~Amounts 21of ~~will~~restricted ~~facilitate~~core ~~check~~capital ~~truncation,~~elements ain ~~process~~excess ~~which~~of ~~eliminates~~these ~~the~~limits ~~original~~may ~~paper~~generally ~~check~~be ~~from~~included ~~the~~in ~~clearing~~Tier ~~process~~2 capital. ~~Instead,~~Amounts ~~many~~of qualifying ~~checks~~trust ~~will~~preferred securities and cumulative perpetual preferred stock in excess of the 25% limit may be ~~processed~~included ~~electronically.~~in ~~Under~~Tier ~~Check~~2 21capital, asbut alimited, ~~bank~~together ~~processes~~with asubordinated ~~check~~debt and limited-life preferred stock, ~~funds~~to ~~from~~50% ~~the~~of Tier 1 capital. In ~~check~~addition, ~~writer’s~~the ~~account~~final ~~are~~rule ~~transferred~~provides tothat in the ~~check~~last ~~depositor’s~~five ~~account,~~years ~~and~~before anmaturity ~~electronic~~of ~~image~~the ofunderlying subordinated note, the ~~check~~outstanding amount of trust preferred securities is excluded from Tier 1 capital and included in Tier 2 capital, asubject ~~processable~~to one-fifth ~~printout~~amortization ~~known~~per asyear. aThe ~~substitute~~final ~~check~~rule orprovides ~~Image~~for ~~Replacement~~a ~~Document~~five-year ~~(IRD)~~transition period, ~~will~~ending beMarch ~~considered~~31, 2009, for the ~~legal~~application ~~equivalent~~ of the ~~original~~quantitative ~~check~~limits. ~~Banks~~Until ~~can~~March ~~choose~~31, to2009, ~~send~~the ~~substitute~~aggregate ~~checks~~amount asof ~~electronic~~qualifying ~~files~~cumulative toperpetual preferred bestock ~~printed~~and ~~on-site~~qualify ortrust preferred securities that may be included in ~~close~~Tier ~~proximity~~1 capital is limited to 25% of the ~~paying~~sum ~~bank.~~of ~~For~~the ~~financial~~following ~~institutions~~core ~~and~~capital ~~their~~elements: ~~clients,~~qualifying ~~these~~common ~~changes~~stockholders’ ~~have~~equity, ~~the~~qualifying ~~potential~~noncumulative toand ~~reduce~~cumulative perpetual ~~costs~~preferred stock, ~~improve~~ ~~efficiency~~qualifying minority interest in ~~check~~the ~~collections~~equity accounts of consolidated subsidiaries and ~~accelerate~~qualifying ~~funds~~trust ~~availability~~preferred securities. Management does not expect that the final rule, ~~while~~when ~~alleviating~~adopted, ~~dependence~~will have a material impact on ~~the~~Great Western’s ~~national~~financial ~~transportation~~condition ~~system~~or results of operations.

On August 9, 2005, the FDIC, the Federal Reserve Board, and the Office of Comptroller of the Currency issued joint final rules regarding the Community Reinvestment Act. The amendments raised the small bank asset-size threshold from less than $250 million in assets to less than $1 billion, without consideration of holding company affiliation. The amendments also define “intermediate small banks’” as banks with assets of at least $250 million and less than $1 billion in assets as of December 31 for both of the prior two calendar years. These banks will no longer need to collect and report CRA loan data after September 1, 2005. Examiners will still continue to evaluate bank-lending activity in the CRA examinations of these institutions and disclose results in the public evaluation. Intermediate small banks will be evaluated under two separately rated tests: the existing lending test for small banks and a new, flexible community development test that includes an evaluation of community development loans, investment and services in light of community needs and the capacity of the bank. An intermediate small bank will be required to achieve satisfactory ratings on both the lending test and community development test to receive an overall CRA rating of “satisfactory.” The regulations continue to allow small banks and intermediate small banks to opt for an evaluation under the lending, investment and service tests, provided that the data is collected. Great Western’s subsidiary banks, excluding Great Western Bank, Watertown, met the definition of an “intermediate small bank” as of December 31 of the prior two calendar years.

GREAT WESTERN

General. Great Western is a bank holding company registered under the Bank Holding Company Act of 1956 and is subject to regulation, supervision and examination by the Federal Reserve. Great Western isfiles ~~required to file~~ an annual report and other reports as the Federal Reserve now requires or may require.

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Acquisitions. As a bank holding company, Great Western is required to obtain the prior approval of the Federal Reserve before acquiring direct or indirect ownership or control of more than 5% of the voting shares of a bank or bank holding company. The Federal Reserve will not approve any acquisition, merger or consolidation that would have a substantial anti-competitive result, unless the anti-competitive effects of the proposed transaction are outweighed by a greater public interest in meeting the needs and convenience of the public. The Federal Reserve also considers managerial, capital and other financial factors in acting on acquisition or merger applications.

Permissible Activities. Subject to limited exceptions, a bank holding company may not engage in, or acquire direct or indirect control of more than 5% of the voting shares of any company engaged in a non-banking activity, unless this activity has been determined by the Federal Reserve to be closely related to banking or managing banks. The Federal Reserve has identified specific non-banking activities in which a bank holding company may engage with notice to, or prior approval by, the Federal Reserve.

Capital Adequacy. The Federal Reserve monitors the regulatory capital adequacy of bank holding companies. As discussed below, Great Western’s banks are also subject to the regulatory capital adequacy requirements of the FDIC and Nebraska, South Dakota, and Iowa regulations, as applicable. The Federal Reserve uses a combination of risk-based guidelines and leverage ratios to evaluate the regulatory capital adequacy of Great Western.

The Federal Reserve has adopted a system using risk-based capital adequacy guidelines to evaluate the regulatory capital adequacy of bank holding companies on a consolidated basis. Under the risk-based capital guidelines, different categories of assets are assigned different risk weights, based generally on the perceived credit risk of the asset. These risk weights are multiplied by corresponding asset balances to determine a risk-weighted asset base. Some off-balance sheet items, such as loan commitments in excess of one year, mortgage loans sold with recourse and letters of credit, are added to the risk-weighted asset base by converting them to a balance sheet equivalent and assigning to them the appropriate risk weight. For purposes of the regulatory risk-based capital guidelines, total capital is defined as the sum of core and supplementary capital elements, with supplementary capital being limited to 100% of core capital. For bank holding companies, core capital, also known as Tier I capital, generally includes common stockholders’ equity, perpetual preferred stock and minority interests in consolidated subsidiaries less the unamortized balance of intangible assets. No more than 25% of core capital may be comprised of cumulative preferred stock including the Trust Preferred Securities of its subsidiaries. Supplementary capital, also known as Tier II capital, generally includes certain forms of perpetual preferred stock and cumulative preferred stock not included in core capital, as well as maturing capital instruments, and the allowance for loan losses limited to 1.25% of risk-weighted assets. The regulatory guidelines require a minimum ratio of total capital to risk-weighted assets of 8% to be adequately capitalized, of which at least 4% should be in the form of core capital.

~~-8-~~At June 30, 2005, Great Western’s Tier I capital was $161,759,000.

In addition to the risk-based capital guidelines, the Federal Reserve and the FDIC use a leverage ratio as an additional tool to evaluate the capital adequacy of banks and bank holding companies. The leverage ratio is defined to be a company’s core capital divided by its average tangible assets for the quarter. Based upon the current capital status of Great Western, the applicable minimum required leverage ratio is 4%. Great Western’s leverage ratio at June 30, 2005 was 6.10%.

-9-

~~multiplied~~The bytable ~~corresponding~~below ~~asset~~presents ~~balances~~Great to determine a risk-weighted asset base. Some off balance sheet items, such as loan commitments in excess of one year, mortgage loans sold with recourse and letters of credit, are added to the risk-weighted asset base by converting them to a balance sheet equivalent and assigning to them the appropriate risk weight. For purposes of the regulatory risk-based capital guidelines, total capital is defined as the sum of core and supplementary capital elements, with supplementary capital being limited to 100% of core capital. For bank holding companies, core capital, also known as Tier I capital, generally includes common stockholdersWestern’s ~~equity,~~applicable perpetual preferred stock and minority interests in consolidated subsidiaries less the unamortized balance of intangible assets. No more than 25% of core capital may be comprised of cumulative preferred stock including the Trust Preferred Securities of its subsidiaries. Supplementary capital, also known as Tier II capital, generally includes certain forms of perpetual preferred stock and cumulative preferred stock not included in core capital, as well as maturing capital instruments, and the allowance for loan losses limited to 1.25% of risk-weighted assets. The regulatory ~~guidelines require a minimum ratio of total~~ capital toratios ~~risk-weighted~~at ~~assets~~June ~~of 8% to be adequately capitalized~~30, ~~of which~~2005: ~~at least 4% should be in the form of core capital.~~

At June 30, 2004, Great Western’s Tier I capital was $140,099,000.


Ratio	Actual		Required
Tier I Capital to Average Assets	6.10	%	4.00	%
Tier I Capital to Risk-Weighted Assets	7.16	%	4.00	%
Total Capital to Risk-Weighted Assets	11.72	%	8.00	%

~~In addition~~Failure to meet the regulatory ~~risk-based~~ capital guidelines, ~~the~~may ~~Federal~~result ~~Reserve~~in ~~and~~ the ~~FDIC~~initiation ~~use~~by ~~a leverage ratio as an additional tool to evaluate~~ the ~~capital~~Federal ~~adequacy~~Reserve of ~~banks~~appropriate ~~and~~supervisory ~~bank~~or ~~holding~~enforcement ~~companies~~actions. ~~The~~All ~~leverage~~three ~~ratio~~of isGreat ~~defined to be a company~~Western’s ~~core~~ capital ~~divided~~ratios bywere ~~its~~above ~~average tangible assets for~~ the ~~preceding quarter. Based upon the current capital status of Great Western, the applicable~~ minimum required ~~leverage~~as ~~ratio~~of ~~is 4%. Great Western’s leverage ratio at~~ June 30, ~~2004 was 5~~2005.~~90%.~~

The table below presents Great Western’s applicable regulatory capital ratios at June 30, 2004:

Ratio	Actual		Minimum Required
Tier I Capital to Average Assets	5.90	%	4.00	%
Tier I Capital to Risk-Weighted Assets	7.21	%	4.00	%
Total Capital to Risk-Weighted Assets	13.20	%	8.00	%

Failure to meet the regulatory capital guidelines may result in the initiation by the Federal Reserve of appropriate supervisory or enforcement actions. All three of Great Western’s capital ratios were above the minimum required as of June 30, 2004.

THE BANKS

General. Great Western owns three banks: Great Western Bank, Omaha, Nebraska, a Nebraska banking corporation with 17 21 banking locations; Great Western Bank, Watertown, South Dakota, a South Dakota banking corporation with 2327 banking locations; and Great Western Bank, Clive, Iowa, an Iowa corporation with 3133 banking locations. The FDIC insures the deposits of each bank and the banks are subject to supervision and regulation by the FDIC. In addition, Great Western Bank, Omaha is regulated by the Nebraska Department of Banking and Finance; the South Dakota Division of Banking regulates Great Western Bank, Watertown; and the Iowa Division of Banking regulates Great Western Bank, Clive.

Permissible Activities. No state bank may engage in any activity not permitted for national banks, unless the institution complies with applicable capital requirements and the FDIC determines that the activity poses no significant risk to its Bank Insurance Fund. None of Great Western’s banks is presently involved in the types of activities covered by this limitation. Under the Financial Modernization Act and rules adopted pursuant thereto, banks may create financial subsidiaries to engage in activities that are “financial in nature.” None of Great Western’s bank subsidiaries have elected to do so, but may do so in the future.

~~-9-~~Community Reinvestment Act. Enacted in 1977, the federal Community Reinvestment Act (“CRA”) has become important to financial institutions, including their holding companies. This allows regulators to turn down an applicant seeking to make an acquisition or establish a branch unless it has performed satisfactorily under CRA. Satisfactory performance means meeting adequately the credit needs of the communities the applicant serves. The applicable federal regulators regularly conduct examinations to assess the performance of financial institutions. During their most recent examinations, ratings of satisfactory were received by each of Great Western’s banks. As a result, management believes that the banks’ performance under CRA will not impede regulatory approvals of any proposed acquisitions or branches. See “Supervision and Regulation” for additional information on recent regulatory developments to the Community Reinvestment Act.

USA PATRIOT Act. On October 26, 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) was signed into law. Among its other provisions, the USA PATRIOT Act requires each financial institution: (i) to establish an anti-money laundering program; (ii) to establish due diligence policies, procedures and controls with respect to its private banking accounts involving foreign individuals and certain foreign banks; and (iii) to avoid establishing,

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~~determines~~maintaining, ~~that~~administering, or managing correspondent accounts in the ~~activity~~United ~~poses~~States nofor, ~~significant~~or ~~risk~~on tobehalf ~~its~~of, ~~Bank~~foreign ~~Insurance~~banks ~~Fund~~that do not have a physical presence in any country. ~~None~~The USA PATRIOT Act also requires the Secretary of ~~Great~~the ~~Western’s~~Treasury ~~banks~~to isprescribe ~~presently~~minimum ~~involved~~standards inthat financial institutions must follow to verify the ~~types~~identity of ~~activities~~ ~~covered~~customers, byboth ~~this~~foreign ~~limitation~~and domestic, when a customer opens an account. In ~~Under~~addition, the ~~Financial~~USA ~~Modernization~~PATRIOT Act ~~and~~contains ~~rules~~a ~~adopted~~provision ~~pursuant~~encouraging ~~thereto~~cooperation among financial institutions, ~~banks~~regulatory ~~may~~authorities ~~create~~and ~~financial~~law ~~subsidiaries~~enforcement toauthorities ~~engage~~with inrespect ~~activities~~to ~~that~~individuals, ~~are~~entities ~~“financial~~and organizations engaged in, ~~nature.”~~or ~~None~~reasonably suspected of ~~Great~~engaging ~~Western’s bank~~in, ~~subsidiaries~~terrorist ~~have~~acts ~~elected~~or tomoney dolaundering ~~so,~~activities. ~~but~~Most ~~may~~specific doprovisions sotook ineffect ~~the~~October ~~future~~1, 2003.

Community Reinvestment Act. Enacted in 1977, the federal Community Reinvestment Act (“CRA”) has become important to financial institutions, including their holding companies. This allows regulators to turn down an applicant seeking to make an acquisition or establish a branch unless it has performed satisfactorily under CRA. Satisfactory performance means meeting adequately the credit needs of the communities the applicant serves. The applicable federal regulators regularly conduct examinations to assess the performance of financial institutions. During their most recent examinations, ratings of satisfactory were received by each of Great Western’s banks. As a result, management believes that the banks’ performance under CRA will not impede regulatory approvals of any proposed acquisitions or branches.

Examinations. The FDIC examines Great Western’s banks from time to time. Based upon an evaluation, the examining regulator may revalue the assets of an insured institution and require that it establish specific reserves to compensate for the difference between the value determined by the regulator and the book value of Great Western’s assets. The state bank regulators also conduct examinations of state-chartered banks. State bank regulators may accept the results of a federal examination in lieu of conducting an independent examination. South Dakota, Iowa and Nebraska regulators have the authority to revalue the assets of a state-chartered institution and require it to establish reserves.

Capital Adequacy. The FDIC has adopted regulations establishing minimum requirements for the capital adequacy of insured institutions. The requirements address both risk-based capital and leverage capital, with risk-based assets and core and supplementary capital being determined in essentially the same manner as described above for bank holding companies. The FDIC may establish higher minimum requirements if, for example, a bank has previously received special attention or has a high susceptibility to interest rate risk.

The FDIC risk-based capital guidelines require state non-member banks to have a minimum ratio of core capital to total risk-weighted assets of 4% and a minimum ratio of total capital to total risk-weighted assets of 8%.

The FDIC leverage guidelines require that state banks maintain core capital of no less than 3% and up to 5% of total tangible assets. The applicable guideline for Great Western’s banks is estimated to be 4%. Banks with regulatory capital ratios below the required minimum are subject to administrative actions, including the termination of deposit insurance upon notice and hearing, or a temporary suspension of insurance without a hearing in the event the institution has no tangible capital.

~~-10-~~The table below presents the regulatory capital ratios of the Great Western banks at June 30, 2005:


Ratio	Great Western Bank, Watertown		Great Western Bank, Omaha		Great Western Bank, Clive		Minimum Required
Tier I capital to average assets	8.68	%	8.27	%	7.35	%	4.00	%
Tier I capital to risk-weighted assets	10.56	%	8.94	%	9.46	%	4.00	%
Total capital to risk-weighted assets	11.54	%	11.13	%	10.71	%	8.00	%

The Federal Deposit Insurance Corporation Improvement Act of 1991 established five regulatory capital categories: well capitalized, adequately capitalized, undercapitalized, severely

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~~The~~ undercapitalized ~~table~~and ~~below~~critically ~~presents~~undercapitalized. ~~the~~An ~~regulatory~~institution is critically undercapitalized if it has a tangible equity to total assets ratio that is equal to or less than 2%. An institution is well capitalized if it has a total risk-based capital ~~ratios~~ratio of 10% or greater, Tier I risk-based capital ratio of 6% or greater, and a Tier I leverage capital ratio of 5% or greater, and the ~~Great~~institution ~~Western~~is not ~~banks~~subject atto an order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. An institution is adequately capitalized if it has a total risk-based capital ratio of not less than 8%, a Tier I risk-based capital ratio not less than 4% and a leverage ratio of not less than 4%. Under these regulations, as of June 30, ~~2004:~~2005, the Great Western banks were well capitalized.

Ratio	Great WesternBank,Watertown		Great WesternBank, Omaha		Great Western Bank, Clive		MinimumRequired
Tier I capital to average assets	8.40	%	8.23	%	7.89	%	4.00	%
Tier I capital to risk-weighted assets	10.52	%	9.37	%	10.47	%	4.00	%
Total capital to risk-weighted assets	11.55	%	10.52	%	11.72	%	8.00	%

The Federal Deposit Insurance Corporation Improvement Act of 1991 established five regulatory capital categories: well capitalized, adequately capitalized, undercapitalized, severely undercapitalized and critically undercapitalized. An institution is critically undercapitalized if it has a tangible equity to total assets ratio that is equal to or less than 2%. An institution is well capitalized if it has a total risk-based capital ratio of 10% or greater, Tier I risk-based capital ratio of 6% or greater, and a Tier I leverage capital ratio of 5% or greater, and the institution is not subject to an order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. An institution is adequately capitalized if it has a total risk-based capital ratio of not less than 8%, a Tier I risk-based capital ratio not less than 4% and a leverage ratio of not less than 4%. Under these regulations, as of June 30, 2004, the Great Western banks were well capitalized.

The Basel Committee on Banking Supervision continues to evaluate certain aspects of the proposed New Basel Capital Accord. The New Basel Capital Accord incorporates three pillars that address: (a) minimum capital requirements, (b) supervisory review, which relates to an institution’s capital adequacy and internal assessment process, and (c) market discipline, through effective disclosure to encourage safe and sound banking practices. Embodied within these pillars are aspects of risk assessment that relate to credit risk, interest rate risk, operational risk, among others, and certain proposed approaches by the Basel Committee to complete such assessments may be considered complex. The Company continues to monitor the status of the New Basel Capital Accord.

Federal regulations require the federal banking regulators to take prompt corrective action to resolve the problems of depository institutions, including capital-deficient institutions. In addition to requiring the submission of a capital restoration plan, the regulations contain broad limits on activities of institutions which are less than adequately capitalized, involving asset growth, acquisitions, branch establishment, and expansion into new lines of business. With limited exceptions, an insured depository institution is prohibited from making capital distributions, including dividends, and is prohibited from paying management fees to control persons if the institution would be undercapitalized after any distribution or payment.

As an institution’s capital decreases, the powers of the federal regulators become greater. An undercapitalized or severely undercapitalized institution is subject to mandated capital raising activities, restrictions on interest rates paid and transactions with affiliates, removal of management, and other restrictions. The regulators have limited discretion in dealing with a critically undercapitalized institution and are virtually required to appoint a receiver or conservator if the capital deficiency is not corrected promptly.

Real Estate Lending Evaluations. The federal regulators have adopted uniform standards for evaluations of loans secured by real estate or made to finance improvements to real estate. Banks are required to establish and maintain written internal real estate lending policies consistent with safe and sound banking practices and appropriate to the size of the institution and the nature and scope of its operations. The regulations establish loan to value ratio limitations on real estate loans. Great Western’s banks’ loan policies establish limits on loan-11to-value ratios that are equal to or less than those established in such regulations.

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~~Real~~ law ~~Estate~~of ~~Lending~~the ~~Evaluations.~~host ~~The~~state; ~~federal~~(4) ~~regulators~~foreign ~~have~~banks ~~adopted~~to ~~uniform~~establish, ~~standards~~with ~~for evaluations~~approval of ~~loans~~the ~~secured~~appropriate byregulators ~~real~~in ~~estate~~the orUnited ~~made~~States, tobranches ~~finance~~outside ~~improvements~~their home states to ~~real~~the ~~estate.~~same ~~Banks~~extent ~~are~~that ~~required~~national toor ~~establish~~state ~~and~~banks ~~maintain~~located ~~written~~in ~~internal~~that ~~real~~state ~~estate~~would ~~lending~~be ~~policies~~authorized ~~consistent~~to ~~with~~do ~~safe~~so; and ~~sound~~(5) ~~banking~~banks ~~practices~~to ~~and~~receive ~~appropriate to~~deposits, ~~the~~renew ~~size~~time ofdeposits, ~~the~~close ~~institution~~loans, service loans and ~~the~~receive ~~nature~~payments on loans and ~~scope~~other ofobligations ~~its~~as ~~operations.~~agent ~~The~~for any ~~regulations~~bank ~~establish~~or ~~loan~~thrift toaffiliate, ~~value~~whether ~~ratio~~the ~~limitations~~affiliate onis ~~real~~located ~~estate~~in ~~loans~~the same or different state. In August 2001, each of Great Western’s subsidiary banks’ ~~loan~~executed ~~policies~~an ~~establish~~agency ~~limits~~agreement onappointing ~~loan~~each toof ~~value~~the ~~ratios~~other ~~that~~subsidiary banks as its agent to ~~are~~receive ~~equal~~deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations to orthe ~~less~~full ~~than~~extent ~~those~~permitted ~~established~~by inapplicable ~~such~~law ~~regulations~~and regulation.

Interstate Banking Legislation. Federal legislation effective September 1995 eliminated many of the historical barriers to the acquisition of banks by out-of-state bank holding companies. This law facilitates the interstate expansion and consolidation of banking organizations by permitting: (1) bank holding companies, that are adequately capitalized and managed, to acquire banks located in states outside their home states regardless of whether acquisitions are authorized under the laws of the host state; (2) the interstate merger of banks, subject to the right of individual states either to pass legislation providing for earlier effectiveness of mergers or to opt out of this authority after June 1, 1997; (3) banks to establish new branches on an interstate basis provided that this action is specifically authorized by the law of the host state; (4) foreign banks to establish, with approval of the appropriate regulators in the United States, branches outside their home states to the same extent that national or state banks located in that state would be authorized to do so; and (5) banks to receive deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations as agent for any bank or thrift affiliate, whether the affiliate is located in the same or different state. In August 2001, each of Great Western’s subsidiary banks executed an agency agreement appointing each of the other subsidiary banks as its agent to receive deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations to the full extent permitted by applicable law and regulation.

Financial Modernization Act (Gramm-Leach-Bliley Act). Banks that elect to create “financial subsidiaries” may engage in activities that are financial in nature, including:

•

Lending, exchanging, transferring, investing for others, or safeguarding money or securities;

•

Engaging as agent or broker in any state for purposes of insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, death, defects in title, or providing annuities as agent or broker.

•

Providing financial, investment, or economic advisory services, including advising an investment company;

•

Issuing or selling annuities representing interests in pools of assets permissible for a bank to hold directly;

•

Underwriting, dealing in, or making a market in securities;

•

Engaging in activities that the Federal Reserve has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto;

•

Activities that the Federal Reserve has found to be usual in connection with the transaction of banking or other financial operations abroad;

•

Additional activities that the Secretary of the Treasury in consultation with the Federal Reserve determines to be financial in nature or incidental to a financial activity; and

•

Activities that may be conducted by an operating subsidiary.

None of Great Western’s bank subsidiaries have elected to create financial subsidiaries.

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CHANGING REGULATORY STRUCTURE

Various legislation, including proposals to change substantially the financial institution regulatory system is from time to time introduced in Congress. This legislation may change banking statues and the operating environment of the Company in substantial and unpredictable ways. If enacted, this legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Company cannot predict whether any of this potential legislation will be enacted and, if enacted, the effect that it or any implementing regulations, would have on the Company’s business, results of operations or financial condition.

One of the major additional requirements imposed on the banking industry is the increased authority of federal agencies to regulate the activities of federal and state banks and their holding companies. The Federal Reserve, the Comptroller of the Currency and the FDIC have extensive authority to police unsafe or unsound practices and violations of applicable laws ~~and regulations by depository~~ institutions and their holding companies. These agencies can assess civil money penalties. Other laws such as the Sarbanes-Oxley Act of 2002 have expanded the agencies’ authority in recent years, and the agencies have not yet fully tested the limits of their powers. In addition, the South Dakota Division of Banking, Iowa Division of Banking and Nebraska Department of Banking and Finance, possess broad enforcement powers to address violations of their banking laws by banks chartered in their respective states.

-13-

and regulations by depository institutions and their holding companies. These agencies can assess civil money penalties. Other laws such as the Sarbanes-Oxley Act of 2002 have expanded the agencies’ authority in recent years, and the agencies have not yet fully tested the limits of their powers. In addition, the South Dakota Division of Banking, Iowa Division of Banking and Nebraska Department of Banking and Finance, possess broad enforcement powers to address violations of their banking laws by banks chartered in their respective states.

ECONOMIC ENVIRONMENT

The policies of regulatory authorities, including the monetary policy of the Federal Reserve, have a significant effect on the operating results of bank holding companies and their subsidiaries. Among the means available to the Federal Reserve to affect the money supply are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.

The Federal Reserve’s monetary policies have materially affected the operating results of commercial banks in the past and are expected to continue to do so in the future. The nature of future monetary policies and the effect of these policies on the business and earnings of Great Western and its subsidiaries cannot be predicted.

In their strategic plan, management states that the Company’s goal over the next three years is to achieve profitable growth of 10% each year in asset size and after-tax net earnings, while maintaining safe and sound operations in compliance with all relevant laws and regulations. Great Western will also remain alert to acquisition opportunities, and ~~uses~~use its capital to make acquisitions of community banks, charter new institutions and establish new branches.

ITEM 2. PROPERTIES

The offices of Great Western are located in a leased ~~one~~four-story building located at ~~10834~~9290 ~~Old~~West ~~Mill~~Dodge Road, Suite ~~One~~203, Omaha, Nebraska ~~68154~~68114. Great Western, through its subsidiaries, currently operates 7181 banking offices.

~~-13-~~At June 30, 2005 Great Western, through its subsidiaries, owned the buildings for 62 of its branch offices and leased the remaining 19 offices. All leased properties are leased from unaffiliated third parties. We believe each of our facilities is in good condition, adequately covered by insurance and sufficient to meet the needs at that location for the foreseeable future.

At June 30, 2004, Great Western, through its subsidiaries, owned the buildings for 55 of its branch offices and leased the remaining 16 offices. All leased properties are leased from unaffiliated third parties. We believe each of our facilities is in good condition, adequately covered by insurance and sufficient to meet the needs at that location for the foreseeable future.

ITEM 3. 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 of Great Western believes there is no proceeding threatened or pending against Great Western or its subsidiary banks, which, if determined adversely, would have a material adverse effect on the financial condition or results of operations of Great Western.

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

No matter was submitted to a vote of security holders, through solicitation of proxies or otherwise, during the quarter ended June 30, ~~2004~~2005.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION AND HOLDERS

There is no established public trading market for any class of common equity of Great Western Bancorporation, Inc. or any of its subsidiaries.

As of ~~August~~September 312, ~~2004~~2005, there were 123,~~802~~650 shares of common stock issued and outstanding that were held by 23 shareholders of record.

DIVIDENDS

Common stock dividends declared for fiscal year ~~2004~~ 2005 totaled $~~820~~916,000, or $67.6040 per common share, compared to $~~751~~820,000 or $6.0060 per common share in fiscal year ~~2003~~2004. In ~~2002~~2003, dividends of $751,000, or $6.00 per common share were declared.

Frequency (quarterly) and amount of cash dividends per common share declared were as follows:

	Year ended June 30, 2005
	First		Second		Third		Fourth
Cash dividends declared	$	1.85	$	1.85	$	1.85	$	1.85
	Year ended June 30, 2004
	First		Second		Third		Fourth
Cash dividends declared	$	1.65	$	1.65	$	1.65	$	1.65

	Year ended June 30, 2003
	First		Second		Third		Fourth
Cash dividends declared	$	1.50	$	1.50	$	1.50	$	1.50

Dividend Restrictions. Dividends paid by Great Western’s banks provide substantially all of the operating and investing cash flow of Great Western. Great Western’s banks are subject to legal limitations on the frequency and amount of dividends that may be paid to Great Western. Under South Dakota and Nebraska law, the approval of the principal regulator is required prior to the declaration of any dividend by a bank if the total of all dividends declared in any calendar year exceeds the total of its net profits of that year to date combined with its retained net profits for the preceding two years. Under Iowa law, a bank may declare and pay dividends only out of undivided profits and only if not restricted by the principal regulator. The Iowa principal regulator requires that Iowa state banks maintain an adjusted equity capital ratio of not less than 6.5% of adjusted assets plus a fully funded allowance for loan losses unless the principal regulator approves a lower ratio. An Iowa state bank operating below the minimum requirement would be subject to immediate dividend restriction; a request for immediate capital injection and/or a possible cease and desist order. The Nebraska principal regulator requires a total capital-to-asset ratio of 6%, excluding intangibles other than purchased mortgage servicing rights. At least 5.5% must be primary capital, which includes all equity capital accounts plus allowances for loan and lease losses. In addition, either the applicable state banking regulator or the FDIC has the power to prohibit Great Western’s banks from paying dividends if such payments would constitute unsafe or unsound banking practices or cause the bank to be undercapitalized. See Note 16 to the Consolidated Financial Statements.

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Dividend Restrictions. Dividends paid by Great Western’s banks provide substantially all of the operating and investing cash flow of Great Western. Great Western’s banks are subject to legal limitations on the frequency and amount of dividends that may be paid to Great Western. Under South Dakota and Nebraska law, the approval of the principal regulator is required prior to the declaration of any dividend by a bank if the total of all dividends declared in any calendar year exceeds the total of its net profits of that year to date combined with its retained net profits for the preceding two years. Under Iowa law, a bank may declare and pay dividends only out of undivided profits and only if not restricted by the principal regulator. The Iowa principal regulator requires that Iowa state banks maintain an adjusted equity capital ratio of not less than 6.5% of adjusted assets plus a fully funded allowance for loan losses unless the principal regulator approves a lower ratio. An Iowa state bank operating below the minimum requirement would be subject to immediate dividend restriction; a request for immediate capital injection and/or a possible cease and desist order. The Nebraska principal regulator requires a total capital to asset ratio of 6%, excluding intangibles other than purchased mortgage servicing rights. At least 5.5% must be primary capital, which includes all equity capital accounts plus allowances for loan and lease losses. In addition, either the applicable state banking regulator or the FDIC has the power to prohibit Great Western’s banks from paying dividends if such payments would constitute unsafe or unsound banking practices or cause the bank to be undercapitalized. See Note 12 to the Consolidated Financial Statements.

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected consolidated financial data for Great Western for each of the years in the five-year period ended June 30, 2004. The data set forth below includes the accounts of Iowa State Bank, Hamburg, Iowa and United National Bank of Iowa, Sidney, Iowa from August 1, 2000, the effective date of acquisition of those banking subsidiaries of Hamburg Financial, Inc., the accounts of Great Western Bank, Omaha, Nebraska from March 23, 2001, the effective date of acquisition of that banking subsidiary of Great Western Securities, the accounts of Founders Trust National Bank, Sioux Falls, South Dakota (“Founders”) from March 31, 2001, the date of acquisition of Founders, the accounts of First Western Bank, N.A., Atkinson, Nebraska (“First Western”) and Marquette Bank Nebraska, N.A., O’Neill, Nebraska (“Marquette”) from February 28, 2002, the date of acquisition of First Western and Marquette, the accounts of Peoples Bank, Overland Park, Kansas (“Peoples”) from December 13, 2002, the date of acquisition of Peoples and the accounts of six branches of Bank Midwest, N.A. from February 23, 2004, the date of their acquisition by Great Western Bank, Clive. The completed acquisitions were accounted for under the purchase method of accounting.

The following table should be read in conjunction with the consolidated financial statements of Great Western and the notes thereto appearing elsewhere in this report and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

The merger of Great Western and Citizens Corporation on August 7, 2000 has been accounted for at historical cost and, accordingly, the consolidated financial statements prior to the combination have been restated to include the accounts and results of operations of Great Western and Citizens Corporation. See “Certain Relationships and Related Party Transactions.” The selected consolidated financial data below takes into account this restatement.

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	At or for the year ended June 30,
	2004			2003			2002			2001			2000
	(dollars in thousands, except per common share data)
Consolidated statements of income:
Interest income	$	123,485		$	125,070		$	127,915		$	91,669		$	61,363
Interest expense		42,063			48,205			60,181			51,825			31,515
Net interest income		81,422			76,865			67,734			39,844			29,848
Provision for loan losses		4,324			4,371			6,067			2,618			2,036
Other income		31,258			31,354			21,897			11,467			7,233
Other expenses		68,360			77,460			62,318			33,831			21,057
Income taxes		14,085			9,839			7,393			4,922			4,440
Minority interest in earnings of subsidiaries		580			618			636			522			404
Net income		25,331			15,931			13,217			9,418			9,144
Per common share data:
Basic earnings per share	$	198.18		$	121.61		$	98.36		$	101.16		$	113.62
Dividends		6.60			6.00			6.00			18.01			12.45
Tangible book value per share(1)		587.03			523.18			393.63			306.56			483.05
Consolidated balance sheets:
Assets	$	2,429,909		$	2,148,069		$	2,012,157		$	1,782,122		$	850,776
Loans, net of unearned income(2)		1,854,858			1,621,212			1,496,200			1,303,049			634,757
Allowance for loan losses		22,643			21,251			20,344			18,955			8,197
Deposits		1,914,064			1,735,030			1,635,967			1,421,090			691,535
Long term notes payable		140,794			140,175			123,157			116,646			50,932
Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures		—			58,000			48,000			48,000			20,400
Subordinated debentures		108,862			—			—			—			—
Nonperforming assets		16,972			14,667			19,960			21,164			9,567
Stockholders’ equity		139,120			126,374			110,163			96,926			47,822
Key ratios:
Net interest margin(3)		3.97	%		4.06	%		4.01	%		3.79	%		4.21	%
Return on average assets		1.11			0.76			0.71			0.82			1.19
Return on average stockholders’ equity		19.51			13.45			12.76			14.53			19.67
Nonperforming loans to loans, net of unearned income		0.77			0.77			1.17			1.53			1.49
Net loans charged-off to average loans, net of unearned income		0.17			0.22			0.41			0.27			0.10
Dividend payout ratio		3.33			4.93			6.10			17.80			10.96
Allowance for loan losses to loans, net of unearned income		1.22			1.31			1.36			1.45			1.29
Allowance for loan losses to nonperforming loans		157.86			170.57			116.49			94.85			86.70
Tier I risk-based capital		7.21			6.76			6.21			6.06			9.80
Total risk-based capital		13.20			11.19			10.56			11.17			11.60
Tier I leverage ratio		5.90			5.55			5.00			4.88			7.20
Stockholders’ equity to assets		5.73			5.88			5.47			5.44			5.62
Ratio of earnings to fixed charges(4):
Including interest on deposits		1.90x			1.51x			1.32x			1.28x			1.43x
Excluding interest on deposits		3.77x			2.86x			2.33x			2.50x			3.32x

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected consolidated financial data for Great Western for each of the years in the five-year period ended June 30, 2005. The data set forth below includes the accounts of Great Western Bank, Omaha, Nebraska from March 23, 2001, the effective date of acquisition of that banking subsidiary of Great Western Securities, the accounts of Founders Trust National Bank, Sioux Falls, South Dakota (“Founders”) from March 31, 2001, the date of acquisition of Founders, the accounts of First Western Bank, N.A., Atkinson, Nebraska (“First Western”) and Marquette Bank Nebraska, N.A., O’Neill, Nebraska (“Marquette”) from February 28, 2002, the date of acquisition of First Western and Marquette, the accounts of Peoples Bank, Overland Park, Kansas (“Peoples”) from December 13, 2002, the date of acquisition of Peoples and the accounts of six branches of Bank Midwest, N.A. from February 23, 2004, the date of their acquisition by Great Western Bank, Clive, the accounts of Oakland State Bank, Oakland, Iowa and Security State Bank, Red Oak, Iowa from November 5, 2004, the date of the acquisition of Oak Bancorporation, and the accounts of one branch of UMB Bank, N.A. from June 27, 2005, the date of its acquisition by Great Western Bank, Clive. The completed acquisitions were accounted for under the purchase method of accounting.


	At or for the year ended June 30,
	2005		2004		2003		2002		2001
	(dollars in thousands, except per common share data)
Consolidated statements of income:
Interest income	$	145,337	$	123,485	$	125,070	$	127,915	$	91,669
Interest expense		49,976		42,063		48,205		60,181		51,825
Net interest income		95,361		81,422		76,865		67,734		39,844
Provision for loan losses		5,092		4,324		4,371		6,067		2,618
Other income		31,221		31,258		31,354		21,897		11,467
Other expenses		74,495		68,360		77,460		62,318		33,831
Income taxes		16,302		14,085		9,839		7,393		4,922
Minority interest in earnings of subsidiaries		652		580		618		636		522
Net income		30,041		25,331		15,931		13,217		9,418

Per common share data:
Basic earnings per share	$	237.36	$	198.18	$	121.61	$	98.36	$	101.16
Dividends		7.40		6.60		6.00		6.00		18.01
Tangible book value per share⁽¹⁾		816.41		587.03		523.18		393.63		306.56

⁽¹⁾	Stockholders’ equity less preferred stock less goodwill and core deposit and other intangibles, divided by period end shares of common stock outstanding.

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Consolidated balance sheets:
Assets	$	2,739,609		$	2,429,909		$	2,148,069		$	2,012,157		$	1,782,122
Loans, net of unearned income⁽²⁾		2,129,107			1,854,858			1,621,212			1,496,200			1,303,049
Allowance for loan losses		25,701			22,643			21,251			20,344			18,955
Deposits		2,144,830			1,914,064			1,735,030			1,635,967			1,421,090
Long term notes payable		184,972			140,794			140,175			123,157			116,646
Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures		—			—			58,000			48,000			48,000
Subordinated debentures		87,631			108,862			—			—			—
Nonperforming assets		13,967			16,972			14,667			19,960			21,164
Stockholders’ equity		159,178			139,120			126,374			110,163			96,926

Key ratios:
Net interest margin⁽³⁾		4.00	%		3.92	%		4.06	%		4.01	%		3.79	%
Return on average assets		1.16			1.11			0.76			0.71			0.82
Return on average stockholders’ equity		19.86			19.51			13.45			12.76			14.53
Nonperforming loans to loans, net of unearned income		0.47			0.77			0.77			1.17			1.53
Net loans charged-off to average loans, net of unearned income		0.20			0.17			0.22			0.41			0.27
Dividend payout ratio		3.12			3.33			4.93			6.10			17.80
Allowance for loan losses to loans, net of unearned income		1.21			1.22			1.31			1.36			1.45
Allowance for loan losses to nonperforming loans		259.56			157.86			170.57			116.49			94.85
Tier I risk-based capital		7.16			7.21			6.76			6.21			6.06
Total risk-based capital		11.72			13.20			11.19			10.56			11.17
Tier I leverage ratio		6.10			5.90			5.55			5.00			4.88
Stockholders’ equity to assets		5.81			5.73			5.88			5.47			5.44

Ratio of earnings to fixed charges⁽⁴⁾:
Including interest on deposits		1.90	x		1.90	x		1.51	x		1.32	x		1.28	x
Excluding interest on deposits		3.85	x		3.77	x		2.86	x		2.33	x		2.50	x

⁽²⁾	Before allowance for loan losses.

⁽³⁾	On a tax equivalent basis.

⁽⁴⁾

The ratio of earnings to combined fixed charges and preference security dividends is computed by dividing (x) the sum of income before income taxes and fixed charges by (y) fixed charges and dividends on Great Western’s series 1, 2, 3, 4 and 5 Preferred Securities. Fixed charges consist of interest on borrowings, amortization of debt issuance expense, and implicit interest on leases.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following is management’s discussion and analysis of the financial condition and results of the operation of Great Western. It is intended to explain certain financial information regarding Great Western and should be read in conjunction with the Consolidated Financial Statements, related Notes, and the Five Year Summary of Selected Financial Data included in this report.

Great Western Bancorporation, Inc., is a multi-bank holding company, with locations in Nebraska, South Dakota, southern Iowa, northern Missouri and northeastern Kansas. To serve its customers, Great Western’s banks conduct community banking operations through their branch networks. Operations focus on offering deposits, making loans and providing customers with a full array of financial products and a high level of customer service. In addition to these services, Great Western’s banks provide insurance, securities brokerage and other retail financial services.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of the financial condition and results of the operations of Great Western. It is intended to explain certain financial information regarding Great Western and should be read in conjunction with the Consolidated Financial Statements, related Notes, and the Five Year Summary of Selected Financial Data included in this report.

CRITICAL ACCOUNTING POLICIES

The “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and disclosures included within this Form 10-K Annual Report, are based on Great Western’s audited consolidated financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, management evaluates the estimates used, including the adequacy of the allowance for loan losses, and a valuation of mortgage servicing rights and intangibles. Estimates are based upon historical experience, current economic conditions and other factors that management considers reasonable under the circumstances. These estimates result in judgments regarding the carrying values of assets and liabilities where these values are not readily available from other sources, as well as assessing and identifying the accounting treatments of commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Great Western’s significant accounting policies are described in the “Notes to Consolidated Financial Statements” under “Nature of Operations and Summary of Significant Accounting Policies.” Three of Great Western’s more critical accounting policies involve the more significant judgments and assumptions used in the preparation of the consolidated financial statements; these are related to the allowance for loan losses, mortgage servicing rights and intangibles.

Provision and allowance for loan losses. The allowance for loan losses is established through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Great Western has policies and procedures for evaluating the overall credit quality of its loan portfolio including timely identification of potential problem credits. On a quarterly or more frequent basis, management reviews the allowance for loan losses to determine if it is adequate. This review and analysis is based on:

•

Internal monitoring and reporting system

•

Economic conditions, including duration of the current cycle

•

Past experience, including recent loss experience

•

Credit quality trends

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•

Collateral values

•

Volume, composition, and growth of the loan portfolio

•

Specific credits and industry conditions

•

Results of bank regulatory and internal credit exams

•

Actions by the Federal Reserve Board

•

Existence and effects of concentrations of credit

•

Delay in receipt of information to evaluate loans or confirm existing credit deterioration

To the extent actual results differ from forecasts and management’s judgment, the allowance for loan losses may be greater or less than future charge-offs.

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Mortgage servicing rights. Mortgage servicing rights are established based on the cost of acquiring the right to service mortgage loans. These costs are initially capitalized and then amortized over the period of estimated future net servicing income based on the ratio of net servicing income received in the current period to total net servicing income projected to be realized from the mortgage servicing rights. Projected net servicing income is determined on the basis of the future projected balances of loans after scheduled loan amortization and estimated prepayments. Great Western has retained an independent outside company to estimate future prepayment rates based on relevant characteristics of the servicing portfolio, such as loan types, interest rate stratification and recent prepayment experience, as well as current rate levels, market forecasts and other economic conditions.

Great Western reports mortgage servicing rights at the lower of amortized cost or fair value. The carrying value of mortgage servicing rights is adjusted by estimated impairment losses. The fair value of mortgage servicing rights is determined based on the present value of estimated expected future cash flows, using assumptions as to current market discount rates and prepayment speeds. Mortgage servicing rights are stratified by loan type and interest rate for purposes of impairment measurement. Loan types include fixed-rate, balloon, government, conventional and adjustable-rate mortgage loans. See Note 8 to the Consolidated Financial Statements. Impairment losses are recognized in the following manner:

The mortgage servicing assets are stratified based on predominant risk characteristics.

Impairment losses are recorded as reductions in the carrying value of the asset through a valuation allowance for each individual stratum with a corresponding increase to amortization expense. The amount of impairment equals the carrying amount for a particular stratum minus its fair market value.

The valuation allowance is adjusted to reflect changes in the measurement of impairment after the initial measurement of impairment, based on market conditions.

Intangibles. Intangible assets consist of goodwill, core deposit intangibles, an unidentifiable intangible asset related to a branch acquisition, and client listing and franchise costs. Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired in the purchase of subsidiaries. Core deposit intangibles represent the identifiable intangible value assigned to core deposit ~~bases~~basis arising from purchase acquisitions. The unidentifiable intangible asset represents the excess of liabilities assumed over the fair value of net assets acquired in a purchase of a failed financial institution. This unidentifiable asset was reclassified to goodwill on July 1, 2002 in applying Financial Accounting Standards Board (FASB) Statement No.147. Client listing intangible represents the identifiable intangible ~~value assigned to a client listing arising from a purchase acquisition. Franchise intangible represents a contractual arrangement under which the franchiser grants the franchisee the right to~~ ~~perform certain functions within a designated geographical area.~~

Goodwill is tested for impairment at least annually. Other intangible assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset is not recoverable.

MERGERS AND ACQUISITIONS

On December 13, 2002, Great Western Bank, Omaha acquired Peoples Bank, Overland Park, Kansas by cash merger. At December 13, 2002, Peoples Bank had $24,847,000 in total assets, $2,910,000 in net loans and $24,739,000 in deposits.

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~~Peoples~~value ~~Bank~~assigned ~~had~~to ~~one~~a ~~location,~~client ~~which~~listing atarising ~~closing~~from ~~became~~ a ~~branch~~purchase ofacquisition. ~~Great~~Franchise ~~Western~~intangible ~~Bank,~~represents ~~Omaha.~~a ~~The~~contractual ~~results~~arrangement ofunder ~~operation~~which ofthe ~~Peoples~~franchiser grants ~~Bank~~the ~~after~~franchisee the ~~date~~right ~~of acquisition~~to ~~are~~perform ~~included~~certain infunctions ~~the~~within ~~consolidated~~a ~~financial~~designated ~~statements~~geographical area.

MERGERS AND ACQUISITIONS

On June 27, 2005, Great Western Bank, Clive purchased a branch located in Albany, Missouri from UMB Bank, N.A. Deposits and certain assets were assumed by the existing Great Western Bank, Clive branch located in Albany, Missouri. As a result of the acquisition, Great Western expects to enhance its market share. The results of operations of the branch after the date of acquisition are included in the consolidated financial statements. The building acquired from UMB Bank, N.A. was sold to a third party at closing. The amortization period for the core deposit is five years.

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

	Peoples Bank
	UMB Bank N.A.
Assets acquired:
Securities	$	390
Loans receivable	$	8
Loans receivable		2,910
Premises and equipment		135
Other assets		22
Intangible assets		108
Premises and equipment		65
Goodwill		2,017
Intangible assets		304
Liabilities assumed:
Deposits		(243,~~379~~690	)
Other liabilities		(~~108~~14	)
Net cash and cash equivalents received	$	(193,~~139~~453	)

On ~~September~~July 307, ~~2002~~2004, ~~Great~~ Great Western ~~acquired 1~~Bancorporation,~~688~~ ~~shares (4~~Inc.~~76%)~~ 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, ~~Clive~~Omaha, ~~for~~and ~~$673~~Security State Bank was merged into Great Western Bank,~~288~~ Clive inon ~~cash~~the ~~from~~date of closing. As a ~~minority~~result ~~shareholder~~of the acquisition, Great Western expects the acquisition will enhance its operating market and reduce costs through economies of scale. The ~~transaction~~results ~~was~~of ~~accounted~~operations ~~for~~of asOak aBancorporation ~~purchase~~after the date of acquisition are included in the consolidated financial statements.

InThe ~~October~~final ~~2002,~~purchase ~~Great~~price ~~Western~~is ~~purchased~~contingent aupon ~~total~~the actual collection of 24certain ~~shares~~classified loans and the settlement of ~~common~~any ~~stock~~ liabilities not disclosed on the books of ~~Great~~Oak ~~Western~~Bancorporation ~~Bank,~~at ~~Watertown,~~closing. ~~from~~The ~~two~~final ~~minority~~purchase ~~shareholders~~price ~~for~~will ~~$90~~be determined on November 5,~~765~~ 2005. ~~This~~The ~~transaction~~amount ~~was~~of ~~accounted~~goodwill recognized for asthe apurchase of Oak Bancorporation may be adjusted based upon the final purchase price. The results of operations 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.

On January 24, 2003, Great Western purchased from minority shareholders 180 shares of common stock and 1,800 shares of preferred stock in its subsidiary Great Western Bank, Rapid City (formerly Rushmore Bank & Trust), for $2,111,492. This transaction was accounted for as a purchase.

On February 21, 2003, Citizens Bank, Mt. Ayr, Iowa and Citizens Bank of Princeton, Princeton, Missouri merged with and into Citizens Bank, Clive, Iowa. All three banks were 100.0% owned subsidiaries of Great Western. In addition, on March 29, 2003, the surviving bank was renamed Great Western Bank (“Great Western Bank, Clive”). Management of Great Western does not expect the merger to have a material effect on the business or earnings of Great Western. The merger was accounted for at historical cost and, accordingly, the merger did not require any restatement of financial statements on a consolidated basis.

On March 3, 2003, Rushmore Bank and Trust, Rapid City, South Dakota and F & M Bank, Watertown, South Dakota were renamed Great Western Bank.

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On March 17, 2003, Spectrum Banc Service Corporation was renamed Great Western Service Corporation.

On May 29, 2003, Spectrum Bancorporation, Inc. was renamed Great Western Bancorporation, Inc. (“Great Western”). In addition, on May 29, 2003, Spectrum Capital Trust I and Spectrum Capital Trust II were renamed GWB Capital Trust I and GWB Capital Trust II, respectively. Spectrum Capital Trust III was renamed GWB Capital Trust III on August 7, 2003.

In May 2003, Great Western Bank, Watertown purchased a total of 40 shares of common stock of Great Western Bank, Watertown from minority shareholders for $155,412. This transaction was accounted for as a purchase.

In May 2003, Great Western Bank, Watertown sold a total of 200 shares of common stock of Great Western Bank, Watertown to a minority shareholder for $1,165,587.

On May 30, 2003, Great Western Bank, Rapid City, South Dakota merged with and into Great Western Bank, Watertown, South Dakota. Management of Great Western does not expect the merger to have a material effect on the business or earnings of Great Western. The merger was accounted for at historical cost and, accordingly, the merger did not require any restatement of financial statements on a consolidated basis.

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

	Bank Midwest N.A.
	Oak Bancorporation
Assets acquired:
Loans receivable	$	31,972
Certificate of deposit	$	140
Other assets		249
Securities		13,972
Premises and equipment		1,870
Loans, net		53,555
Goodwill		5,917
Other assets		2,030
Intangible assets		1,184
Premises and equipment		1,444
Goodwill		1,747
Intangible assets		1,241
Liabilities assumed:
Deposits		(~~123~~76,~~133~~686	)
Other liabilities		(457	)
Notes payable		(2,386	)
Net cash and cash equivalents received	$	(82,398	)
Other liabilities		(154	)
Net cash and cash equivalents received	$	(5,097	)

On June 28, 2004, Great Western Bank, Omaha, entered into an ~~Agreement~~agreement ~~and~~to ~~Plan~~merge ofwith ~~Merger~~Farmers onBank ~~June~~of 28Portageville, ~~2004~~Missouri, ~~with~~a subsidiary of First State Bancorp, Inc., aThe ~~Missouri~~closing ~~corporation~~date ~~and~~was ~~Farmers~~December ~~Bank~~9, of2004. ~~Portageville,~~Pursuant ~~(“Farmers”)~~to athe ~~Missouri~~terms ~~banking~~of ~~corporation.~~the ~~Great~~agreement to merge, Great Western ~~also~~Bank, ~~entered~~Omaha ~~into~~retained athe ~~Purchase~~Federal ~~and Assumption~~Home ~~Agreement~~Loan ~~dated~~Bank ~~June~~Stock ~~28,~~and ~~2004~~the ~~with~~banking ~~First~~charter ~~State~~of Farmers Bank &of ~~Trust~~Portageville. ~~Company,~~All ~~Inc.,~~other assets and ~~First~~liabilities ~~State~~were ~~Bancorp,~~assumed ~~Inc~~by a third party. ~~Farmers,~~As isa ~~expected~~result toof ~~merge~~the ~~into~~acquisition, Great Western Bank, Omaha sois authorized ~~that~~to ~~Great~~operate ~~Western Bank can open~~ a ~~Missouri~~banking ~~branch~~business in ~~metropolitan~~ ~~Kansas~~the ~~City~~State ~~immediately upon consummation~~ of ~~the merger~~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:


	Farmers Bank of Portageville
Assets acquired:
Securities	$	63
Intangible assets		268

Net cash paid	$	331

On February 23, 2004, Great Western Bank, Clive acquired six branches located in Albany, Bethany, Grant City, Milan, Sheridan, and Unionville, Missouri from Bank Midwest N.A. The results of operations of the six branches after the date of acquisition are included in the consolidated financial statements. As a result of the acquisition, Great Western expects the acquisition will enhance its operating market and reduce costs through economies of scale. The results of operations of the six branches 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.

-21-

AtA nosummary ~~time~~of ~~will Great Western actually operate~~ the ~~banking~~fair ~~offices~~value of ~~Farmers~~net assets acquired inand ~~the~~net ~~merger.~~cash ~~The transaction is subject to final agreement~~ and ~~regulatory~~ ~~approval.~~cash Ifequivalents ~~regulatory approval is~~ received, ~~Great~~(in thousands) ~~Western~~on ~~contemplates~~the adate ~~closing~~of ~~not~~acquisition ~~later~~is ~~than~~as ~~October~~follows: ~~31, 2004.~~

SUBSEQUENT EVENTS


	Bank Midwest N.A.
Assets acquired:
Loans receivable	$	31,972
Other assets		249
Premises and equipment		1,870
Goodwill		5,917
Intangible assets		1,184
Liabilities assumed:
Deposits		(123,133	)
Other liabilities		(457	)

Net cash and cash equivalents received	$	(82,398	)

OnSUBSEQUENT ~~July~~EVENT 27, 2004, Great Western entered into a contract to acquire all of the outstanding stock of Oak Bancorporation and its subsidiaries. Oak Bancorporation owns two banks, Security State Bank, Red Oak, Iowa and Oakland State Bank, Oakland, Iowa. Approximately $88,500,000 in assets, $55,800,000 in loans and $77,700,000 in deposits will be acquired or assumed. Great Western expects to record approximately $2,100,000 of intangible assets at closing. If regulatory approval is received, Great Western expects the acquisition to close in the quarter ending December 31, 2004.

On ~~August~~July 1831, ~~2004~~2005, Great Western Bank, ~~redeemed~~Omaha sold $2114,~~031~~155,000 ofin ~~Debentures~~mortgage ~~from~~servicing ~~GWB Capital~~rights ~~Trust~~to Ian ~~and~~unrelated ~~GWB~~third ~~Capital~~party. ~~Trust~~The Iunpaid ~~redeemed~~principal ~~all~~balance ~~outstanding~~of ~~Preferred~~loans ~~Securities~~serviced (2was $1,~~040~~017,422,000 ~~shares)~~and atcustodial ~~the~~escrow ~~$10~~balances ~~par~~were ~~value plus accumulated and unpaid Distributions~~$7,599,000. The ~~total~~final ~~distribution~~loss ~~for~~on the ~~redemption~~sale ~~was~~will ~~$20~~be determined on November 1,~~587,000~~ 2005 and ~~was~~is ~~made~~dependent ~~from cash~~ on ~~hand.~~the ~~The~~prepayment ~~redemption~~of ~~will~~the ~~slightly~~loans ~~reduce~~serviced. ~~liquidity,~~The ~~and~~estimated ~~total~~loss ~~capital~~on ~~for~~the ~~regulatory~~sale ~~capital~~is ~~ratios~~not inexpected ~~the~~to ~~future~~be material.

RESULTS OF ~~OPERATION~~OPERATIONS

GENERAL

Net income for the year ended June 30, ~~2004~~2005 was $2530,~~331~~041,000, an increase of $94,~~400~~710,000 when compared to net income of $1525,~~931~~331,000 for the year ended June 30, ~~2003~~2004. The increase in net income was primarily a result of increase of net interest income after provision for loan losses ~~increasing~~ ~~$4,604,000, a decrease in non-interest expense~~ of $913,~~100~~171,000 ~~and~~offset anby ~~increase~~a ~~in the provision for income taxes of~~ $46,~~246~~135,000. ~~The~~increase ~~decrease~~ in non-interest expense ~~was~~and ~~primarily due to the decreased expense of amortization of mortgage servicing rights, which includes~~ a ~~partial recovery of the mortgage servicing rights valuation allowance, of~~ $~~13,735,000 offset by a $~~2,~~237~~217,000 increase in ~~salary~~the ~~and~~provision ~~benefits~~for income taxes. Net income for the year ended June 30, ~~2003~~2004 was $1525,~~931~~331,000, an increase of $29,~~714~~400,000 when compared to net income of $1315,~~217~~931,000 for the year ended June 30, ~~2002~~2003. The increase in net income was a result of net interest income after provision for loan losses increasing $104,~~827~~604,000, ~~and~~a decrease in non-interest ~~income~~expense ~~increasing~~ of $9,~~457~~100,000;, offset by an increase in the provision for income taxes of $4,246,000. The decrease in non-interest expense was primarily due to the decreased expense of ~~$15~~amortization of mortgage servicing rights,~~142,000~~ ~~and~~which anincludes ~~increase~~a inpartial recovery of the ~~provision~~mortgage ~~for~~servicing ~~income~~rights ~~taxes~~valuation allowance, of $13,735,000 offset by a $2,~~446~~237,000 increase in salary and benefits.

Great Western’s return on average assets was 1.1116% for the year ended June 30, ~~2004~~2005 compared to 01.7611% for the year ended June 30, ~~2003~~2004. This increase is due to fiscal net income increasing 5918.0059% compared to ana 814.2646% increase in average assets. The net income increase was substantially affected by the reduction in amortization and valuation adjustment expense for mortgage servicing rights to $1,623,000 for the year ended June 30, 2004 compared to $15,358,000 for the year ended June 30, 2003. Great Western’s return on average assets was 01.7611% for the year ended June 30, ~~2003~~2004 compared to 0.7176% for the year ended June 30, ~~2002~~2003. This increase is due to fiscal net income increasing 2059.5300% compared to an 118.8326% increase in average assets.

-22-

NET INTEREST INCOME

Net interest income represents the amount by which interest income on interest-earning assets, including loans and securities, exceeds interest paid on interest-bearing liabilities, including deposits and other borrowed funds. Net interest income is the principal source of Great Western’s revenue. Interest rate fluctuations, as well as changes in the amount and type of interest-earning assets and interest-bearing liabilities, combine to affect net interest income.

The following table presents the average balances of Great Western for each of the last three fiscal years and indicates the interest earned or paid on each major category of interest-earning assets and interest-bearing liabilities on a tax-equivalent basis, assuming a 35% tax rate for years ended June 30, 2005, 2004 and 2003 ~~and a 34% tax rate for the year ended June 30~~, ~~2002,~~ and the average rates earned or paid on each major category. This ~~analysis~~ analysis details the contribution of interest-earning assets and the overall impact of the cost of funds on net interest income.

	Year Ended June 30,
	2004										2003										2002
	2005									2004									2003
	Average Balance			Interest Income/ Expense	~~Interest Income/ Expense~~		Yield/ Rate	~~Yield/ Rate~~		Average Balance	~~Average Balance~~		Interest Income/ Expense		~~Interest Income/ Expense~~	Yield/ Rate		~~Yield/ Rate~~	Average Balance		~~Average Balance~~	Interest Income/ Expense		~~Interest Income~~Yield/ ~~Expense~~Rate		~~Yield/Rate~~
	(dollars in thousands)
Interest-earning assets:
Loans, net of un-earned fees(1)(2)	$	1,718,450			$	110,641		6.44	%		$	1,550,457			$	109,877		7.09	%		$	1,368,931		$	110,101	8.04	%
Loans, net of unearned fees(1)(2)	$	1,993,049		$	130,245		6.53	%		$	1,718,450		$	110,641		6.44	%		$	1,550,457		$	109,877	7.09	%
Investment securities:
Taxable		~~306~~356,~~466~~895			13,106	~~10,835~~	3.67	~~3.54~~%	%		306,466	~~266,329~~		10,835		~~12,657~~3.54	%	~~4.75~~	%	266,329		~~254,493~~	12,657	4.75	~~15,256~~%	~~5.99~~	%
Tax exempt (tax equivalent)		3339,~~359~~815			2,363	~~2,542~~	5.94	~~5.95~~%	%		33,359	~~42,338~~		2,542		~~2,788~~5.95	%	~~6.58~~	%	42,338		~~27,545~~	2,788	6.58	~~1,956~~%	~~7.10~~	%
Federal funds sold and other		2814,~~902~~327			265	~~277~~	1.85	~~0.96~~%	%		28,902	~~57,083~~		277		~~724~~0.96	%	~~1.27~~	%	57,083		~~52,755~~	724	1.27	~~1,267~~%	~~2.40~~	%
Subordinated debentures		~~815~~2,709			185	80	6.83	~~9.82~~%	%		815	—		80		—9.82	%	—		—		—	—	—	—	—
Total interest-earning assets	$	2,~~087~~406,~~992~~796		$	$146,164	~~124,375~~	6.07	~~5.96~~%	%	$	$2,087,992	~~1,916,207~~	$	124,375	$	~~126,046~~5.96	%	~~6.58~~	%$	1,916,207	$	~~1,703,724~~$	126,046	$6.58	~~128,580~~%	~~7.55~~	%
Interest-bearing liabilities:
Demand, savings and money market deposits	$	~~676~~794,~~786~~710		$	$7,032	~~4,641~~	0.88	~~0.69~~%	%	$	$676,786	~~601,694~~	$	4,641	$	~~6,318~~0.69	%	~~1.05~~	%$	601,694	$	~~522,953~~$	6,318	$1.05	~~12,736~~%	~~2.44~~	%
Time deposits		~~870~~990,~~107~~492			27,862	~~24,387~~	2.81	~~2.80~~%	%		870,107	~~850,483~~		24,387		~~29,475~~2.80	%	~~3.47~~	%	850,483		~~794,661~~	29,475	3.47	~~33,884~~%	~~4.26~~	%
Total interest-bearing deposits		1,~~546~~785,~~893~~202			34,894	~~29,028~~	1.95	~~1.88~~%	%		1,546,893	~~1,452,177~~		29,028		~~35,793~~1.88	%	~~2.46~~	%	1,425,177		~~1,317,614~~	35,793	2.46	~~46,620~~%	~~3.54~~	%
Federal Home Loan Bank borrowings, federal funds purchased and securities sold under agreements to repurchase		205,800				5,028		2.44	%			130,850				4,947		3.78	%			140,218			5,866	4.18	%
Notes payable		40,638				1,969		4.85	%			46,200				2,397		5.19	%			49,835			2,955	5.93	%
Company obligated mandatorily redeemable preferred securities		29,224				2,602		8.90	%			55,500				5,068		9.13	%			48,000			4,740	9.88	%
Subordinated debentures		46,220				3,436		7.43	%			—				—		—				—			—	—
Total interest-bearing liabilities	$	1,868,774			$	42,063		2.25	%		$	1,684,727			$	48,205		2.86	%		$	1,555,667		$	60,181	3.87	%
Net interest income					$	82,312									$	77,841								$	68,399
Interest rate spread(3)								3.68	%									3.72	%							3.68	%
Net interest margin(4)								3.92	%									4.06	%							4.01	%
Ratio of average interest-bearing liabilities to average interest-earning assets		89.10	%									87.92	%									91.31	%

(1) The data includes the accounts of ~~Peoples~~the branch of UMB Bank, N.A. from ~~December~~June 2827, ~~2002~~2005, the date of ~~its~~ acquisition, ~~those~~the accounts of ~~First~~Oak ~~Western~~Bancorporation, ~~and~~Inc ~~Marquette~~ from ~~February~~November 285, ~~2002~~2004, the date of ~~their~~ acquisition, ~~and~~ the ~~branches~~accounts of Bank Midwest, N.A. from February 23, 2004, the date of ~~their~~acquisition, and the accounts of Peoples Bank from December 28, 2002, the date of acquisition. The acquisitions were accounted for under the purchase method of accounting.

⁽²⁾	Nonaccrual loans are included in the Average Balance columns and income recognized on these loans, if any, is included in the Interest Income/Expense columns.

(3) The interest rate spread is the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(4) The net interest margin is equal to net interest income (on a tax equivalent basis) divided by average interest-earning assets.

-23-


Federal Home Loan Bank borrowings, federal funds purchased and securities sold under agreements to repurchase		251,820			6,633	2.63	%		205,799			5,028	2.44	%		130,850			4,947	3.78	%
Notes payable		37,195			2,287	6.15	%		40,638			1,969	4.85	%		46,200			2,397	5.19	%
Company obligated mandatorily redeemable preferred securities		—			—	—			29,224			2,602	8.90	%		55,500			5,068	9.13	%
Subordinated debentures		90,259			6,162	6.83	%		46,220			3,436	6.83	%		—			—	—

Total interest-bearing liabilities	$	2,164,476		$	49,976	2.31	%	$	1,868,774		$	42,063	2.25	%	$	1,684,727		$	48,205	2.86	%

Net interest income				$	96,188						$	82,312						$	77,841

Interest rate spread⁽³⁾						3.76	%						3.68	%						3.72	%
Net interest margin⁽⁴⁾						4.00	%						3.92	%						4.06	%
Ratio of average interest-bearing liabilities to average interest-earning assets		90.01	%						89.10	%						87.92	%

Net interest income, on a tax-equivalent basis, was $96,188,000 for the year ended June 30, 2005, an increase of $13,876,000 from $82,312,000 in 2004. This increase resulted from an increase of $318,804,000 in average interest-earning assets to $2,406,796,000 for the year ended June 30, 2005, from $2,087,992,000 in 2004. The majority of the asset growth occurred in the loans and securities portfolios, both from acquisitions and internal growth. Average loans increased $274,599,000 to $1,993,049,000 for the year ended June 30, 2005, from $1,718,450,000 in 2004.

Interest expense increased $7,913,000 to $49,976,000 for the year ended June 30, 2005, from $42,063,000 in 2004. The cost of average interest-bearing liabilities for the year ended June 30, 2005, was 2.31% compared to 2.25% in 2004. When combined with average noninterest-bearing deposits, the cost of funds was 2.05% for the year ended June 30, 2005, compared to 1.98% in 2004. The average balance of Federal Home Loan Bank borrowings, federal funds purchased, and securities sold under agreements to repurchase increased to $251,820,000 in 2005, an increase of $46,021,000 from $205,799,000 in 2004.

As a result of these factors, net interest margin, on a tax-equivalent basis, increased to 4.00% for the year ended June 30, 2005, from 3.92% for the year ended June 30, 2004.

Net interest income, on a tax-equivalent basis, was $82,312,000 for the year ended June 30, 2004, an increase of $4,471,000 from $77,841,000 in 2003. This increase resulted from an increase of $171,785,000 in average interest-earning assets to $2,087,992,000 for the year ended June 30, 2004, from $1,916,207,000 in 2003. The majority of the asset growth occurred in the loans and securities portfolios, both from acquisitions and internal growth. Average loans increased $167,993,000 to $1,718,450,000 for the year ended June 30, 2004, from $1,550,457,000 in 2003.

~~Interest~~(3) ~~expense decreased $6,142,000 to $42,063,000 for the year ended June 30, 2004, from $48,205,000 in 2003.~~ The ~~cost of~~ interest~~-bearing~~ ~~liabilities~~rate ~~for~~spread ~~the~~is ~~year ended June 30, 2004, was 2.25% compared to 2.86% in 2003. When combined with noninterest-bearing deposits,~~ the ~~cost~~difference ofbetween ~~funds was 1.98% for~~ the ~~year ended June 30, 2004, compared to 2.51% in 2003. The~~ average ~~balance~~yield ofon ~~Federal~~interest-earning ~~Home~~assets ~~Loan Bank borrowings, federal funds purchased,~~ and ~~securities~~the ~~sold~~average ~~under~~cost ~~agreements to repurchase increased to $205,800,000 in 2004, a increase~~ of ~~$74,950,000~~interest-bearing ~~from $130,850,000 in 2003~~liabilities.

As(4) aThe ~~result~~net ofinterest ~~these~~margin ~~factors,~~is equal to net interest ~~margin,~~ income (on a tax- equivalent basis,) ~~decreased~~divided toby ~~3.92%~~average ~~for~~interest-earning ~~the year ended June 30, 2004, from 4~~assets.~~06% for the year ended June 30, 2003.~~

-24-

~~Net~~Interest ~~interest~~expense ~~income,~~decreased ~~on a tax-equivalent basis~~$6,142,000 ~~was~~to $7742,~~841~~063,000 for the year ended June 30, ~~2003~~2004, ~~an increase of $9,442,000~~ from $6848,~~399~~205,000 in ~~2002~~2003. ~~This~~The ~~increase~~cost ~~resulted~~of ~~from~~average aninterest-bearing ~~increase~~liabilities offor ~~$212~~the year ended June 30,~~483~~ 2004,~~000~~ was 2.25% compared to 2.86% in 2003. When combined with average ~~interest~~noninterest-~~earning~~bearing ~~assets~~deposits, tothe $cost of funds was 1~~,916,207,000~~.98% for the year ended June 30, ~~2003~~2004, compared ~~from~~to ~~$1,703,724,000~~2.51% in ~~2002~~2003. The ~~majority~~average balance of ~~the~~Federal ~~asset growth~~Home ~~occurred~~Loan inBank ~~the~~borrowings, ~~loans~~federal ~~and~~funds ~~securities portfolios~~purchased, ~~both~~and ~~from~~securities ~~acquisitions~~sold ~~and~~under ~~internal~~agreements ~~growth.~~to ~~Average~~repurchase ~~loans~~ increased ~~$181,526,000~~ to $1205,~~550~~799,~~457,~~000 ~~for~~in ~~the~~2004, ~~year~~an ~~ended~~increase ~~June~~of 30$74, ~~2003~~949,000 from $1130,~~368~~850,~~931,~~000 in ~~2002~~2003.

~~Interest~~As ~~expense~~a ~~decreased~~result ~~$11,976,000~~of tothese ~~$48~~factors,~~205,000~~ ~~for~~net ~~the~~interest ~~year~~margin, ~~ended June~~on ~~30,~~a ~~2003,~~tax-equivalent ~~from $60~~basis,~~181,000~~ indecreased ~~2002~~to 3.92% ~~The cost of interest-bearing liabilities~~ for the year ended June 30, ~~2003~~2004, ~~was~~from 24.8606% ~~compared to 3.87% in 2002. When combined with noninterest-bearing deposits, the cost of funds was 2.51%~~ for the year ended June 30, 2003~~, compared to 3~~.~~47%~~ in 2002. The average balance of Federal Home Loan Bank borrowings, federal funds purchased, and securities sold under agreements to repurchase decreased to $130,850,000 in 2003, a decrease of $9,368,000 from $140,218,000 in 2002.

As a result of these factors, net interest margin, on a tax-equivalent basis, increased to 4.06% for the year ended June 30, 2003, from 4.01% for the year ended June 30, 2002.

The following table presents the changes in the components of net interest income and identifies the portion of each change due to differences in the average volume of interest-earning assets and interest-bearing liabilities and the portion of each change due to the average rate on those assets and liabilities. The changes in interest due to both volume and rate changes in the table have been allocated to volume or rate change in proportion to the absolute dollar amounts of the change in each.

	2004 vs. 2003									2003 vs. 2002
	2005 vs. 2004									2004 vs. 2003
	Increase (Decrease) DuetoChanges In:									Increase (Decrease) DuetoChanges In:
	Increase (Decrease) Due to Changes In:									Increase (Decrease) Due to Changes In:
	Volume			Rate			Total			Volume			Rate			Total
	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned fees	$	1117,~~315~~922		$	~~(10~~1,~~551~~682	)	$	~~764~~19,604		$	1311,~~685~~315		$	(1310,~~909~~551	)	$	~~(224~~764	)
Investment securities: Taxable		1,726			(3,548	)		(1,822	)		683			(3,282	)		(2,599	)
Investment securities:
Tax exempt (tax equivalent)		(645	)		399			(246	)		983			(151	)		832
Taxable		1,839			432			2,271			1,726			(3,548	)		(1,822	)
Common Securities		80			—			80			—			—			—
Tax exempt (tax equivalent)		(172	)		(7	)		(179	)		(645	)		399			(246	)
Federal funds sold and other		(299	)		(148	)		(447	)		97			(640	)		(543	)
Common securities		105			—			105			80			—			80
Total interest income		12,177			(13,848	)		(1,671	)		15,448			(17,982	)		(2,534	)
Federal funds sold and other		(186	)		174			(12	)		(299	)		(148	)		(447	)
Total interest income		19,508			2,281			21,789			12,177			(13,848	)		(1,671	)
Interest-bearing liabilities:
Demand, savings and money market deposits		~~716~~897			(21,~~393~~494	)		(12,~~677~~391	)		~~1,690~~716			(82,~~108~~393	)		(61,~~418~~677	)
Time deposits		~~666~~3,386			~~(5,754~~89	)		(53,~~088~~475	)		~~2,259~~666			(65,~~668~~754	)		(45,~~409~~088	)
Total interest-bearing deposit expense		14,~~382~~283			(81,~~147~~583	)		(65,~~765~~866	)		31,~~949~~382			(148,~~776~~147	)		(106,~~827~~765	)
Federal Home Loan Bank borrowings, federal funds purchased and securities sold under agreements to repurchase		21,~~214~~189			~~(2,133~~416	)		811,605			~~(376~~2,214	)		(~~543~~2,133	)		~~(919~~81	)
Notes payable		(~~277~~178	)		~~(151~~496	)		~~(428~~318	)		(~~206~~277	)		(~~352~~151	)		(~~558~~428	)
Company obligated mandatorily redeemable preferred securities		~~(577~~—	)		~~(1,889~~—	)		~~(2,466~~—	)		~~703~~(577	)		(~~375~~1,889	)		~~328~~(2,466	)
Subordinated debentures		31,~~436~~139			—(1,015	)		~~3,436~~124			—3,436			—			—3,436
Total interest expense		6,~~178~~433			~~(12~~1,~~320~~480	)		(67,~~142~~913	)		46,~~070~~178			(1612,~~046~~320	)		(116,~~976~~142	)
Increase (decrease) in net interest income	$	513,~~999~~075		$	~~(1,529~~801	)	$	413,~~470~~876		$	115,~~378~~999		$	(1,~~936~~528	)	$	94,~~442~~471

-25-

PROVISION FOR LOAN LOSSES

The amount of the provision for loan losses is based on a quarterly or a more frequent evaluation of the loan portfolio, especially non-performing and other potential problem loans. During these evaluations, consideration is given to such factors as: management’s evaluation of specific loans; the level and composition of non-performing loans; historical loss experience; results of examinations by regulatory agencies; expectations of current economic conditions and their impact on particular industries and individual borrowers; the market value of collateral; the strength of available guarantees; concentrations of credits; and other judgmental factors. In addition, the chief credit officer of Great Western, assisted by personnel of affiliated banks performs loan review services on a periodic basis.

The provision for loan losses for the year ended June 30, ~~2004~~2005, was $45,~~324~~092,000 compared to $4,~~371~~324,000 for the year ended June 30, ~~2003~~2004. This represents aan ~~decrease~~increase of $47768,000, or 117.0876%. The ~~decrease~~increase is due to aan ~~decline~~increase in ~~charge~~net charge-offs, anthe ~~increase~~growth in ~~recoveries;~~the loan portfolio, and management’s assessment of risk ~~in the loan~~ ~~portfolio resulting~~ in ~~a slight increase in~~ the loan ~~loss reserve~~portfolio. The provision for loan losses for the year ended June 30, ~~2003~~2004, was $4,~~371~~324,000 compared to $64,~~067~~371,000 for the year ended June 30, ~~2002~~2003. This represents a decrease of $147,~~696,~~000, or 27 1.9508%. This decrease is due to a decline in charge offs, an increase in recoveries; and management’s ~~assessing~~assessment ~~less~~of risk in the loan portfolio resulting in a slight increase in the loan loss reserve. See “ Non-performing Loans” and “ Allowance for Loan Losses” for additional information.

-26-

OTHER INCOME

The following table presents Great Western’s other income for the indicated periods.

	Year Ended June 30,
	2004			2003			2002
	2005				2004			2003
	(dollars in thousands)
Service charges and other fees	$	1417,~~541~~939		$	~~13,080~~$	14,541	$	~~10,134~~$	13,080
Net gains from sale of loans		53,~~902~~765			~~6,770~~	5,902		~~2,917~~	6,770
Loan servicing fees		34,~~451~~128			~~3,404~~	3,451		~~3,524~~	3,404
Gain on securities, net		1,255			1,862			215
Gain (loss) on securities, net		(371	)			1,255			1,862
Trust department income		2,~~109~~157			~~1,684~~	2,109		~~1,610~~	1,684
Net gains (loss) from sale of other real estate owned and other assets		296			1,206			(96	)
Net gain from sale of other real estate owned and other assets		76				296			1,206
Other income		3,~~704~~527			~~3,348~~	3,704		~~3,593~~	3,348
Total other income	$	31,~~258~~221		$	~~31,354~~$	31,258	$	~~21,897~~$	31,354

During the year ended June 30, ~~2004~~2005, total other income decreased to $31,~~258~~221,000 from $31,~~354~~258,000 for the year ended June 30, ~~2003~~2004, due primarily to the decrease in net gains from sale of loans, and net gain on securities, ~~and net gains from sale of other real estate owned and other assets~~ offset by ~~an increase in other income. Net gains from~~ the ~~sale of loans decreased due to the~~ increase in ~~long-term mortgage rates. During the year ended June 30, 2003, total other income increased to $31,354,000 from $21,897,000 for the year ended June 30, 2002, due primarily to increased~~ service charges and other fees ~~and net gains from sale of loans~~. ~~Great Western Bank, Omaha is the only Great Western bank that services mortgage loans, pursuant to purchased and retained mortgage servicing rights.~~

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Net gains from the sale of loans decreased as a result of the decrease in the loans originated for resale. The net gain from sale of loans decreased $2,137,000 or 36.21%. Loans originated for resale during the year ended June 30, 2005 were $217,796,000, compared to $343,426,000 during the year ended June 30, 2004. Loans originated for resale decreased $125,630,000 or 36.58%

Service charges and other fees increased to $17,939,000 during the year ended June 30, 2005 from $14,541,000 during the year ended June 30, 2004. The $3,398,000 or 23.37% increase is a result of the increase in overdraft and non-sufficient fund charges. The increase in overdraft and non-sufficient fund charges is a function of the increased number of demand deposit accounts and the introduction of new demand deposit products during the year ended June 30, 2005.

During the year ended June 30, 2004, total other income decreased to $31,258,000 from $31,354,000 for the year ended June 30, 2003, due primarily to the decrease in net gains from sale of loans, net gain on securities and net gains from sale of other real estate owned and other assets, offset by an increase in service charges and other fees. Net gains from the sale of loans decreased due to the increase in long-term mortgage rates.

Great Western Bank, Omaha is the only Great Western bank that services mortgage loans, pursuant to purchased and retained mortgage servicing rights. See “Subsequent Event” for additional information.

OTHER EXPENSES

The following table presents Great Western’s other expenses for the indicated periods.

	Year Ended June 30,
	2004		2003		2002
	2005		2004		2003
	(dollars in thousands)
Salaries and employee benefits	$	3539,~~560~~465	$	3335,~~323~~560	$	2833,~~851~~323
Occupancy expense, net		45,~~478~~315		4,~~227~~478		34,~~770~~227
Amortization and valuation adjustment for mortgage servicing rights		12,~~623~~706		151,~~358~~623		915,~~049~~358
Data processing		34,~~705~~286		3,~~676~~705		3,~~091~~676
Equipment expenses		23,~~977~~362		2,~~757~~977		2,~~510~~757
Advertising		4,~~667~~958		34,~~743~~667		23,~~180~~743
Communication expenses		2,~~191~~495		2,~~042~~191		12,~~858~~042
Professional fees		43,~~092~~301		34,~~165~~092		23,~~711~~165
Amortization of core deposit intangible and other intangibles		1,~~595~~628		1,~~901~~595		21,~~629~~901
Other expenses		76,~~472~~979		7,~~268~~472		57,~~669~~268
Total other expenses	$	6874,~~360~~495	$	7768,~~460~~360	$	6277,~~318~~460

Total other expenses increased $6,135,000 or 8.97%, to $74,495,000 during the year ended June 30, 2005, from $68,360,000 for the year ended June 30, 2004. This increase was primarily the result of an increase in salaries and employee benefits, occupancy expenses, and the amortization and valuation adjustment of mortgage servicing rights acquired. Total other expenses decreased $9,100,000 or 11.75%, to $68,360,000 during the year ended June 30, 2004, from $77,460,000 for the year ended June 30, 2003. This decrease was primarily the result of a decrease in amortization and valuation adjustment of mortgage servicing rights acquired offset by an increase in salaries and employee benefits.

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~~Other~~Salaries ~~expenses~~and ~~decreased~~employee benefits rose $93,~~100~~905,000 or 1110.7598%, to $6839,~~360~~465,000 ~~during~~for the year ended June 30, ~~2004~~ 2005, from $7735,~~460~~560,000 for the ~~year~~corresponding ~~ended~~period ~~June~~of ~~30, 2003~~2004. ~~This~~Contributing ~~decrease~~to isthe ~~primarily~~increase ~~the~~in ~~result~~salaries ofand aemployee ~~decrease~~benefits inwere ~~amortization~~staffing increases due to acquisitions and ~~valuation~~internal ~~adjustment~~growth. The approximate number of ~~mortgage~~full ~~servicing~~time ~~rights~~employees ~~acquired~~at ~~offset~~June 30, by2005 was 883 compared to 793 at June 30, 2004, an increase inof ~~salaries~~90 full time employees or 11.35%. Salaries and employee benefits. ~~Other~~rose ~~expenses increased~~ $152,~~142~~237,000 or 246.3071%, to $7735,~~460~~560,000 ~~during~~for the year ended June 30, ~~2003~~2004, from $6233,~~318~~323,000 for the ~~year~~corresponding period ~~ended~~of ~~June 30, 2002~~2003. ~~This~~Contributing ~~increase~~to ~~is primarily~~ the ~~result of an~~ increase in ~~amortization~~salaries and ~~valuation~~employee ~~adjustment~~benefits ofwere ~~mortgage servicing~~staffing ~~rights~~increases ~~acquired~~due ~~and~~to anacquisitions ~~increase in salaries~~ and ~~employee~~internal ~~benefits~~growth.

~~Salaries~~Net ~~and~~occupancy ~~employee~~expense ~~benefits~~increased ~~rose~~ $2837,~~237,~~000, or 618.7169%, to $355,~~560~~315,000 for the year ended June 30, ~~2004~~2005, from $334,~~323~~478,000 for the ~~corresponding~~year ~~period~~ended ofJune ~~2003~~30, 2004. ~~Contributing~~Net occupancy tocosts ~~the~~increased ~~increase~~due into ~~salaries~~acquisitions and ~~employee benefits~~internal ~~were~~growth. ~~staffing~~The ~~increases~~number ~~due~~of banking offices at June 30, 2005 was 81 compared to ~~acquisitions~~71 ~~and~~at ~~internal~~June ~~growth~~30, 2004. ~~Salaries~~Net ~~and~~occupancy ~~employee~~expense ~~benefits~~increased ~~rose~~ $4251,~~472,~~000, or 155.5094%, to $334,~~323~~478,000 for the year ended June 30, ~~2003~~ 2004, from $284,~~851~~227,000 for the ~~corresponding~~year ~~period~~ended ofJune ~~2002~~30, 2003. ~~Contributing~~ toNet ~~the~~occupancy ~~increase~~costs inincreased ~~salaries~~due ~~and~~to ~~employee~~acquisitions ~~benefits~~and ~~were general staffing increases concurrent with~~ internal growth.

~~Net~~Amortization ~~occupancy~~and ~~expense~~valuation adjustments of mortgage servicing rights increased $~~251~~1,083,000, ~~or 5.94%,~~ to $42,~~478~~706,000 for the year ended June 30, ~~2004~~2005, from $41,~~227~~623,000 for the previous year. ~~ended~~Mortgage ~~June~~servicing 30rights amortization of $2,706,000 ~~2003.~~includes ~~Net occupancy~~the ~~costs~~recognition ~~increased~~of a valuation allowance recovery due to ~~acquisitions~~a ~~and~~change ~~internal~~in ~~growth~~the estimated future prepayment rates of the servicing portfolio. ~~Net~~A ~~occupancy~~valuation ~~expense~~allowance recovery ~~increased~~of ($~~457~~976,000,) orwas 12recognized during the year ended June 30, 2005.~~12%~~ Amortization and valuation adjustments of mortgage servicing rights decreased $13,735,000, to $41,~~227~~623,000 for the year ended June 30, ~~2003~~2004, from $315,~~770~~358,000 ~~for~~the previous year. Mortgage servicing rights amortization of $1,623,000 includes the recognition of a valuation allowance recovery due to a change in the estimated future prepayment rates of the servicing portfolio, caused by an increasing interest rate environment during the twelve months ended June 30, 2004. A valuation allowance recovery of ($4,818,000) was recognized in the fiscal year ended June 30, ~~2002~~2004. ~~Net~~Great ~~occupancy~~Western ~~costs~~Bank, ~~increased~~Omaha is currently the only Great Western bank that services mortgage loans ~~due~~pursuant to ~~internal~~purchased ~~growth~~or retained mortgage servicing rights. Great Western Bank, Omaha sold $14,155,000 in mortgage servicing rights on July 31, 2005 to an unrelated third party. See “Subsequent Event” for additional information.

~~Amortization~~Data ~~and~~processing ~~valuation~~costs ~~adjustments of~~increased ~~mortgage servicing rights decreased~~ $13581,~~735,~~000, toor 15.68% to $14,~~623~~286,000 for the year ended June 30, ~~2004~~2005, from $153,~~358~~705,000 ~~for~~during the ~~previous~~ year. ~~Mortgage~~ended ~~servicing~~June ~~rights~~30, ~~amortization~~2004. ofThe ~~$1,623,000~~increase ~~includes~~in ~~the~~data ~~recognition~~processing ofcosts ayear ~~valuation~~over ~~allowance~~year ~~due~~was to a ~~change~~result inof the ~~estimated~~increased ~~future~~number ~~prepayment rates~~ of ~~the~~banking ~~servicing~~locations ~~portfolio,~~and ~~caused by an increasing interest rate environment in~~ the ~~twelve~~dollar ~~months~~volume ~~ended June 30, 2004. A valuation allowance recovery~~ of ~~($4,818,000)~~loan ~~was~~and deposit ~~recognized~~accounts inmaintained ~~the~~on ~~fiscal year~~Great ~~ended~~Western’s ~~June~~core ~~30,~~banking ~~2004~~applications. ~~Amortization~~Data ~~and~~processing ~~valuation~~costs ~~adjustments of mortgage servicing rights~~ increased $629,~~309,~~000, or 0.79% to $153,~~358~~705,000 for the year ended June 30, ~~2003~~2004, from $93,~~049~~676,000 ~~for~~during the ~~previous~~ year. Mortgage servicing rights amortization of $15,358,000 includes the recognition of a valuation allowance due to a change in the estimated future prepayment rates of the servicing portfolio, caused by a declining interest rate environment in the twelve months ended June 30, 2003. AThe ~~valuation allowance~~increase ~~of $4,208,000~~ was due ~~recognized in the fiscal year ended June 30, 2003. Great Western Bank, Omaha is currently the only Great Western bank that services mortgage loans pursuant~~ to ~~purchased~~acquisitions ~~or retained mortgage servicing rights. A decline in mortgage interest rates in future periods may result in further changes in prepayment rates~~ and ~~further~~internal ~~acceleration in amortization expenses, the result of which will be estimated at the end of each quarter~~growth.

~~Data~~Equipment ~~processing~~ costs increased $29385,000, or 012.7993% to $3,~~705~~362,000 for the year ended June 30, ~~2004~~2005, from $32,~~676~~977,000 during the year ended June 30, ~~2003~~2004. The increase in equipment costs year over year was ~~due~~a toresult ~~acquisitions~~of ~~and~~the ~~internal~~increased ~~growth.~~number ~~Data~~of ~~processing~~banking locations. Equipment costs increased $~~585~~20,000, or 187.9398% to $32,~~676~~977,000 for the year ended June 30, ~~2003~~2004, from $32,~~091~~757,000 during the year ended June 30, ~~2002~~2003. The increase was due to ~~internal~~acquisitions ~~growth~~ and ~~bank~~internal ~~merger cost~~growth.

Equipment costs increased $220,000, or 7.98% to $2,977,000 for the year ended June 30, 2004, from $2,757,000 during the year ended June 30, 2003. The increase was due to acquisitions and internal growth. Equipment costs increased $247,000, or 9.84% to $2,757,000 for the year ended June 30, 2003, from $2,510,000 during the year ended June 30, 2002. The increase was due to internal growth.

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Advertising costs increased to $4,~~667~~958,000, an increase of $~~924~~291,000 or 246.6924% for the year ended June 30, ~~2004~~2005, from $34,~~743~~667,000 during the year ended June 30, ~~2003~~2004. The increase in advertising costs was ~~due~~a toresult ~~internal~~of ~~growth~~the ~~and~~promotion anof ~~increase~~new banking locations as Great Western expanded its presence in ~~bank~~southern ~~advertising~~Iowa, northern Missouri, and northeastern Kansas. See “Mergers and Acquisitions” for additional information. Advertising costs increased to $34,~~743~~667,000, an increase of $1924,~~563,~~000 or 7124.7069% for the year ended June 30, ~~2003~~2004, from $23,~~180~~743,000 during the year ended June 30, ~~2002~~2003. The increase was due to internal growth and ~~one~~an ~~time~~increase ~~cost~~in ~~of marketing related to~~ bank ~~mergers and bank name changes~~advertising.

Communication expenses increased $~~149~~304,000, or 713.3087%, to $2,~~191~~495,000 for the year ended June 30, ~~2004~~2005, from $2,~~042~~191,000 for the year ended June 30, ~~2003~~2004. ~~Communication~~The increase in communication expenses ~~increased~~year ~~for~~over ~~this~~year ~~period~~was ~~due~~a toresult ~~Great~~of ~~Western’s~~the ~~growth~~increased number ~~and~~of ~~acquisitions~~banking locations. ~~These~~Communication expenses increased $~~184~~149,000, or 97.9030%, to $2,~~042~~191,000 for the year ended June 30, ~~2003~~2004, from $12,~~858~~042,000 for the year ended June 30, ~~2002~~2003. ~~These~~Communication expenses increased for this period due to ~~internal~~Great Western’s growth and acquisitions.

Amortization of core deposit intangible and other intangibles was $1,~~595~~628,000 for the year ended June 30, ~~2004~~2005 compared to $1,~~901~~595,000 for the year ended June 30, ~~2003~~2004, and $21,~~629~~901,000 for the year ended June 30, ~~2002~~2003. The decrease in ~~both~~the amortization expense in the years isended June 30, 2005 and June 30, 2004 as compared to the year ended June 30, 2003 was due primarily to a decrease in the amortization of the core deposit intangible asset from the acquisition of Great Western Bank, Omaha. This core deposit intangible is being amortized on an accelerated method over 5 years. ~~See~~The ~~Note~~increase 1in ~~and~~the ~~Note~~amortization 7expense from the year ended June 30, 2005 as compared to June 30, 2004 was a result of amortizable intangible assets recorded as part of the ~~Consolidated~~mergers ~~Financial~~and ~~Statements~~acquisitions completed during the year ended June 30, 2005. See “Mergers and Acquisitions” for additional information.

Professional fees ~~increased~~decreased $~~927~~791,000, or 2919.2933%, to $43,~~092~~301,000 for the year ended June 30, ~~2004~~2005, from $34,~~165~~092,000 for the year ended June 30, ~~2003~~2004. Professional fees increased $~~454~~927,000, or 1629.7529%, to $34,~~165~~092,000 for the year ended June 30, ~~2003~~2004, from $23,~~711~~165,000 for the year ended June 30, ~~2002~~2003. ~~Professional~~Certain capitalized debt issuance costs associated with issuance of GWB Capital Trust I were expensed in June of 2004 causing the fluctuation in professional fees. ~~expenses~~The ~~increased~~amount ~~due~~of tothe ~~Great~~debt ~~Western’s~~issuance ~~growth~~costs ~~and~~expensed ~~acquisitions~~was $933,000.

Other operating expenses include, among many other items, armored car, supplies, correspondent bank service charges, travel and entertainment, ~~and~~ dues and subscriptions, and certain expenses associated with other real estate owned. These expenses ~~increased~~decreased $~~353~~493,000, or 36.7960%, to $96,~~663~~979,000 for the year ended June 30, ~~2004~~2005, from $97,~~310~~472,000 for the year ended June 30, ~~2003~~2004. ~~Other~~The ~~operating~~decrease was a result of a $444,000 decrease in certain expenses ~~increased~~associated ~~for~~with ~~this~~other ~~period~~real ~~due~~estate ~~to Great~~owned ~~Western’s~~during ~~growth~~the ~~and~~year ~~acquisitions~~ended June 30, 2005 as compared to June 30, 2004. ~~These~~Other operating expenses increased $1204,~~783,~~000, or 232.6981%, to $97,~~310~~472,000 for the year ended June 30, ~~2003~~2004, from $7,~~527~~268,000 for the year ended June 30, ~~2002~~2003. ~~These~~Other operating expenses increased for this period due to ~~internal~~ Great Western’s growth and acquisitions.

FEDERAL INCOME TAX

Great Western’s consolidated income tax rate varies from statutory rates principally due to interest income from tax-exempt securities. The provision for income taxes increased by $4,246,000 to $14,085,000 for the year ended June 30, 2004, from $9,839,000 for the year ended June 30, 2003, reflecting the increase of income before taxes for the period. The provision for income taxes increased by $2,446,000 to $9,839,000 for the year ended June 30, 2003, from $7,393,000 for the year ended June 30, 2002, reflecting the increase of income before taxes for the period.

RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2003, the initial recognition and measurement provisions of FASB Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others” applied to Great Western. This Interpretation elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees issued.

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ItFEDERAL ~~also~~INCOME ~~clarifies~~TAX that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The Interpretation also identifies several situations where the recognition of a liability at inception for a guarantor’s obligation is not required. The Interpretation expands on the accounting guidance of FASB No. 5 “Accounting for Contingencies,” FASB No. 57 “Related Party Disclosures” and FASB No. 107 “Disclosures about Indirect Guarantees of Indebtedness of Others” which it supersedes. The adoption of this Interpretation did not have a material effect on Great Western’s financial position, liquidity or results of operation. See Note 18 to the Consolidated Financial Statements.

InGreat ~~January~~Western’s ~~2003,~~consolidated ~~the~~income ~~FASB~~tax ~~issued~~rate ~~Interpretation~~varies ~~No.~~from 46statutory ~~“Consolidation~~rates ofprincipally ~~Variable~~due ~~Interest~~to ~~Entities”(“FIN~~interest ~~46”).~~income ~~This Interpretation~~from ~~was~~tax-exempt ~~issued~~securities. inThe anprovision ~~effort~~for toincome ~~expand~~taxes ~~upon~~increased ~~and~~by ~~strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets~~$2, ~~liabilities and activities of another entity. In general~~217,000 ato ~~variable interest entity is a corporation~~$16, ~~partnership~~302,000 ~~trust, or any other legal structure used~~ for ~~business~~the ~~purposes~~year ~~that~~ended ~~either~~June ~~(i)~~30, ~~does~~2005, ~~not~~from ~~have~~$14,085,000 ~~equity investors with voting rights or (ii) has equity investors that do not provide sufficient financial resources~~ for the ~~entity~~year toended ~~support~~June ~~its activities. A variable interest entity often holds financial assets~~30, ~~including loans or receivables~~2004, ~~real~~reflecting ~~estate or other property. To further assist financial statement users in assessing a company’s risks,~~ the ~~Interpretation~~ ~~also~~increase ~~requires~~of ~~disclosures~~income ~~about~~before ~~variable~~taxes ~~interest~~for ~~entities that~~ the ~~company is not required to consolidate but in which it has a significant variable interest~~period. The provision ~~consolidation~~for ~~requirements~~income oftaxes ~~FIN~~increased 46by ~~apply~~$4,246,000 ~~immediately~~ to ~~variable interest~~$14,085,000 ~~entities~~for ~~created~~the ~~after~~year ~~January~~ended 31June 30, ~~2003.~~2004, ~~Great~~from ~~Western~~$9,839,000 ~~adopted~~for ~~FIN 46 beginning with~~ the ~~quarter~~year ended ~~December~~June 3130, 2003., ~~Great~~reflecting ~~Western has disclosed~~ the ~~investment~~increase ~~in Great Western Statutory Trust IV and GWB Capital Trust V on a deconsolidated basis. Adoption~~ of ~~FIN~~income 46before ~~did~~taxes ~~not~~for ~~have~~the ~~a significant impact on Great Western’s financial position, cash flows or results of operation~~period.

~~The~~RECENT ~~requirements~~ACCOUNTING ofPRONOUNCEMENTS FIN 46 are applied by the end of the first interim or annual period ending after March 15, 2004 for entities created before February 1, 2003. At its October 8, 2003 meeting, the FASB agreed to defer the effective date of FIN 46 for variable interests held by public companies in all entities that were acquired prior to February 1, 2003. The deferral required that public companies adopt the provisions of FIN 46 for periods ending after December 31, 2003. In the quarter ended March 31, 2004, Great Western implemented the requirement for its investments in GWB Capital Trust I, GWB Capital Trust II, and GWB Capital Trust III. The primary impact of this change was to report Great Western’s subordinated debt to the Trusts on the face of the accompanying balance sheet rather than the minority interest in the Trusts, as previously presented.

~~The~~In ~~Financial~~March ~~Accounting~~2004, ~~Standards~~Emerging ~~Board~~Issues ~~has~~Task ~~published~~Force aIssue ~~revision~~No. to03-1 “The Meaning ~~Interpretation~~of 46Other-Than-Temporary Impairment and Its Application to Certain Investments” (“~~FIN~~EITF ~~46R~~03-1”) towas ~~clarify~~issued. ~~provisions~~EITF No. 03-1 provides guidance for determining the meaning of ~~FIN~~“other-than-temporarily ~~46,~~impaired” and toits ~~exempt~~application to certain ~~entities~~debt ~~from~~and ~~its~~equity ~~requirements.~~securities ~~Application~~within the scope of ~~FIN~~Statement ~~46R~~of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (or“SFAS ~~FIN~~No. 46115”) isand ~~required~~investments inaccounted ~~financial~~for ~~statements~~under the ofcost ~~public~~method. ~~entities~~The guidance requires that investments which have ~~interests~~declined in ~~structures~~ ~~that~~value ~~are~~due ~~commonly~~to ~~referred~~credit concerns or solely due to changes in interest rates must be recorded as ~~special~~other-~~purpose~~than-temporarily ~~entities~~impaired unless the corporation can assert and demonstrate its intention to hold the security for ~~periods~~a ~~ending~~period ~~after~~of ~~December~~time ~~15,~~sufficient ~~2003.~~to ~~Great~~allow ~~Western~~for ~~adopted~~a ~~FIN~~recovery ~~46R~~of infair value up to or beyond the ~~quarter~~cost ~~ended~~of ~~December~~the 31investment, ~~2003~~which might mean maturity. ~~Adoption~~This ofIssue ~~FIN~~also ~~46R~~requires ~~did~~disclosures ~~not~~assessing ~~have~~the aability and ~~significant~~intent ~~impact~~to onhold ~~Great Western’s~~investments ~~financial~~in ~~position,~~instances ~~cash~~in ~~flows~~which oran ~~results~~investor ofdetermines ~~operation~~that an investment with a fair value less than cost is not other-than-temporarily impaired.

In ~~May~~September ~~2003~~2004, the FASB ~~issued~~decided ~~Statement~~to ofdelay ~~Financial~~the ~~Accounting~~effective ~~Standards~~date ~~(SFAS)~~for ~~No.~~the ~~150,~~measurement ~~“Accounting~~and ~~for~~recognition ~~Certain~~guidance ~~Financial~~contained ~~Instruments~~in EITF ~~with~~No. ~~Characteristics~~03-1. ofThis ~~both~~delay ~~Liabilities~~does ~~and~~not ~~Equity”~~suspend ~~(“FASB~~the ~~No.~~requirement ~~150”).~~to ~~This~~recognize ~~Statement establishes~~other-than-temporary ~~standards~~impairments ~~for~~as ~~how~~required anby ~~issuer~~existing ~~classifies~~authoritative ~~and~~literature. ~~measures~~The ~~certain~~disclosure ~~financial~~guidance ~~instruments~~in ~~with~~EITF ~~characteristics~~No. of03-1 ~~both~~was ~~liabilities~~not ~~and equity~~delayed.

In June of 2005, the FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment and directed the staff to issue proposed EITF No. 03-1-a, “Implementation Guidance for the Application of Paragraph 16 of EITF No. 03-1” as final. EITF No. 03-1-a supercedes EITF No. 03-1 and EITF Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon a Planned Sale of a Security Whose Cost Exceeds Fair Value.” The final guidance (retitled SFAS No. 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”) will replace the guidance set forth in paragraphs 10-18 of EITF No. 03-1. SFAS No. 115-1 will codify the guidance set forth in EITF Topic No. D-44 and clarify that an investor should recognize an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. SFAS No. 115-1 is effective for periods beginning after September 15, 2005.

The American Institute of Certified Public Accountants issued Statement of Position No. 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (SOP No. 03-3). SOP No. 03-3 prohibits the “carrying over” or creation of valuation allowances in the initial accounting of certain loans acquired in a transfer. The prohibition of the valuation allowance carryover applies to the purchase of an individual loan, a pool of loans, a group of loans, and loans acquired in a purchase business combination that fall within the scope of the SOP. SOP No. 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004.

In May 2005, Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – a Replacement of APB Opinion No. 20 and FASB Statement

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No. 3” (“SFAS No. 154”), was issued. This statement replaces Accounting Principles Board Opinion No. 20 “Accounting Changes” (“APB No. 20”), and FASB Statement No. ~~150~~3 ~~requires~~“Reporting ~~that~~Accounting anChanges ~~issuer~~in ~~classify~~Interim aFinancial ~~financial~~Statements,” ~~instrument~~and ~~that~~changes isthe ~~within~~requirements ~~its~~for ~~scope~~the asaccounting for and reporting of a change in accounting principle. SFAS No. 154 applies ~~liability~~to ~~(or~~all voluntary changes in accounting principles and to changes required by an ~~asset~~accounting pronouncement in ~~some~~the ~~circumstances)~~unusual instance that the pronouncement does not include specific transition provisions. ~~This~~APB ~~Statement~~No. is20 ~~effective~~previously required that most voluntary changes in accounting principle be recognized by including in net income for ~~financial~~the ~~instruments~~period ~~entered~~of ~~into~~the orchange ~~modified~~the ~~after~~cumulative ~~May~~effect ~~31,~~of ~~2003~~changing to the new accounting principle. This statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, ~~and~~unless ~~otherwise~~it is ~~effective~~impracticable atto determine either the ~~beginning~~period-specific effects or the cumulative effect of the ~~first~~change. ~~interim~~SFAS ~~period~~No. ~~beginning~~154 ~~after~~carries ~~June~~forward ~~15,~~without ~~2003,~~change the guidance ~~except~~contained in APB No. 20 for ~~mandatorily~~reporting ~~redeemable~~the correction of an error in previously issued financial ~~instruments~~statements and a change in accounting estimate. SFAS No. 154 also carries forward the guidance in APB No. 20 requiring justification of ~~nonpublic~~a ~~entities~~change in accounting principle on the basis of preferability. ~~The~~This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this statement is issued. SFAS No. ~~150~~154 ~~did~~does not ~~have~~change athe ~~material~~transition ~~effect~~provisions onof ~~Great~~any ~~Western’s~~existing ~~financial~~accounting ~~position~~pronouncements, ~~liquidity~~including orthose ~~results~~that are in a transition phase as of ~~operation~~the effective date of this statement.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This Statement improves financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. In particular, this Statement (1) clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative discussed in paragraph 6(b) of Statement 133, (2) clarifies when a derivative contains a financing component, (3) amends the definition of an underlying to conform it to language used in FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” and (4) amends certain other existing pronouncements. These changes will result in more consistent reporting on contracts and hedging relationships entered into or modified after June 30, 2003. Management does not believe the above pronouncements had a material effect on Great Western’s financial position, liquidity or results of operation.

On March 9, 2004 Securities and Exchange Commission Staff Accounting Bulletin 105 (“SAB105”), “Application of Accounting Principles to Loan Commitments”, was issued. SAB 105 summarizes the views of the Staff regarding the application of generally accepted accounting principles to loan commitments accounted for as derivative instruments. It is anticipated that the adoption of the guidance in SAB 105 for all new loan commitments signed after April 1, 2004, will not have a material effect on Great Western’s financial position, liquidity or results of operation

ANALYSIS OF FINANCIAL CONDITION

LOAN PORTFOLIO

Total loans, net of unearned fees, increased $~~233~~274,~~646~~249,000, or 14.4179% to $12,~~854~~129,~~858~~107,000 at June 30 ~~2004~~2005, from $1,~~621~~854,~~212~~858,000 at June 30, ~~2003~~2004. The increase was due to acquisitions and internal growth. Total loans, net of unearned fees, acquired during the year ended June 30, 2005 were $55,589,000. Total loans, net of unearned fees, increased $~~125~~233,~~012~~646,000, or 814.3641%, to $1,~~621~~854,~~212~~858,000 at June 30, ~~2003~~2004, from $1,~~496~~621,~~200~~212,000 at June 30, ~~2002~~2003. The increase was due to acquisitions and internal growth.

Great Western’s subsidiary banks primarily make commercial loans to small and medium-sized businesses and professionals and installment loans to individuals. The subsidiary banks offer a variety of commercial lending products including revolving lines of credit, letters of credit, working capital loans and loans to finance accounts receivable, inventory and equipment. See “Business-Loans.” Typically, the subsidiary banks’ commercial loans have floating rates of interest, are for varying terms (generally not exceeding five years), are personally guaranteed by principals of the borrowing company, and are collateralized by accounts receivable, inventory or other business assets.

The following tables present Great Western’s loan balances at the dates indicated categorized by loan type:


	June 30, 2005					June 30, 2004					June 30, 2003
	(dollars in thousands)
Loans to individuals	$	228,581		10.87	%	$	204,510		11.16	%	$	190,579		11.91	%

Real estate loans		163,431		7.77			169,559		9.25			194,367		12.15
Commercial and agricultural		1,737,684		82.61			1,480,893		80.83			1,235,406		77.22

Other loans		2,141		0.10			2,286		0.12			2,576		0.16

Total face amount of loans		2,131,837		101.35			1,857,248		101.36			1,622,928		101.44
Unearned loan Fees		(2,730	)	(0.13	)		(2,390	)	(0.13	)		(1,716	)	(0.11	)

Loans		2,129,107		101.22			1,854,858		101.23			1,621,212		101.33
Less allowance for loan losses		(25,701	)	(1.22	)		(22,643	)	(1.23	)		(21,251	)	(1.33	)

Net Loans	$	2,103,406		100.00	%	$	1,832,215		100.00	%	$	1,599,961		100.00	%

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The following tables present Great Western’s loan balances at the dates indicated categorized by loan type:


	June 30, 2002					June 30, 2001
Loans to individuals	$	199,896		13.55	%	$	215,071		16.75	%
Real estate loans		164,812		11.17			172,786		13.46
Commercial and agricultural		1,126,417		76.32			912,611		71.07
Other loans		6,241		0.42			3,242		0.25

Total face amount of loans		1,497,366		101.46			1,303,710		101.53
Unearned loan fees		(1,166	)	(0.08	)		(661	)	(0.05	)

Loans		1,496,200		101.38			1,303,049		101.48	%
Less allowance for loan losses		(20,344	)	(1.38	)		(18,955	)	(1.48	)

Net loans	$	1,475,856		100.00	%	$	1,284,094		100.00	%

	June 30, 2004					June 30, 2003					June 30, 2002
	(dollars in thousands)
Loans to individuals	$	204,510		11.16	%	$	190,579		11.91	%	$	199,896		13.55	%
Real estate loans		169,559		9.25			194,367		12.15			164,812		11.17
Commercial and agricultural		1,480,893		80.83			1,235,406		77.22			1,126,417		76.32
Other loans		2,286		0.12			2,576		0.16			6,241		0.42
Total face amount of loans		1,857,248		101.36			1,622,928		101.44			1,497,366		101.46
Unearned loan Fees		(2,390	)	(0.13	)		(1,716	)	(0.11	)		(1,166	)	(0.08	)
Loans		1,854,858		101.23			1,621,212		101.33			1,496,200		101.38
Less allowance for loan losses		(22,643	)	(1.23	)		(21,251	)	(1.33	)		(20,344	)	(1.38	)
Net Loans	$	1,832,215		100.00	%	$	1,599,961		100.00	%	$	1,475,856		100.00	%

Great Western’s primary category of loans, commercial and agricultural loans, constituted over three-fourths of loans as of June 30, 2005. At June 30, 2005, agricultural loans totaled $222,389,000. Of this amount, $105,030,000 comprised loans secured by agricultural real estate, and $117,359,000 comprised loans secured by agricultural operating assets. At June 30, 2004, agricultural loans totaled $201,573,000. Of this amount, $89,080,000 comprised loans secured by agricultural real estate, and $112,493,000 comprised loans secured by agricultural operating assets.

Commercial and agricultural loans were $1,737,684,000 as of June 30, 2005, an increase of $256,791,000 over the $1,480,893,000 balance as of June 30, 2004. This increase is due to acquisitions and internal growth. Commercial and agricultural loans were $1,480,893,000 as of June 30, 2004, an increase of $245,487,000 over the $1,235,406,000 balance as of June 30, 2003. This increase is due to acquisitions and internal growth.

Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities, or loans secured by similar collateral, that would cause them to be similarly impacted by economic or other conditions. Great Western had loans secured by real estate amounting to $1,159,839,000 as of June 30, 2005, an increase of $100,952,000 over the $1,058,887,000 balance as of June 30, 2004. Other than loans secured by real estate and the loan categories set forth in the above table, Great Western had no concentrations of loans at June 30, 2005. Great Western did not have loans outstanding to foreign countries or borrowers headquartered in foreign countries at June 30, 2005.

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	June 30, 2001					June 30, 2000
	(dollars in thousands)
Loans to individuals	$	215,071		16.75	%	$	106,499		17.00	%
Real estate loans		172,786		13.46			135,033		21.55
Commercial and agricultural		912,611		71.07			388,615		62.03
Other loans		3,242		0.25			4,910		0.78
Total face amount of loans		1,303,710		101.53			635,057		101.36
Unearned loan fees		(661	)	(0.05	)		(300	)	(0.05	)
Loans		1,303,049		101.48	%		634,757		101.31	%
Less allowance for loan losses		(18,955	)	(1.48	)		(8,197	)	(1.31	)
Net loans	$	1,284,094		100.00	%	$	626,560		100.00	%

Great Western’s primary category of loans, commercial and agricultural loans, constituting over three-fourths of loans as of June 30, 2004, trended upward as indicated at the stated dates. At June 30, 2004, agricultural loans totaled $201,573,000. Of this amount, $89,080,000 comprised loans secured by agricultural real estate, and $112,493,000 comprised loans secured by agricultural operating assets. At June 30, 2003, agricultural loans totaled $182,079,000. Of this amount, $78,897,000 comprised loans secured by agricultural real estate, and $103,182,000 comprised loans secured by agricultural operating assets.

Commercial and agricultural loans were $1,480,893,000 as of June 30, 2004, an increase of $245,487,000 over the $1,235,406,000 balance as of June 30, 2003. This increase is due to acquisitions and internal growth. Commercial and agricultural loans were $1,235,406,000 as of June 30, 2003, an increase of $108,989,000 over the $1,126,417,000 balance as of June 30, 2002. This increase is due to internal growth.

Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities, or loans secured by similar collateral, that would cause them to be similarly impacted by economic or other conditions. Great Western had loans secured by real estate amounting to $1,058,887,000 as of June 30, 2004, an increase of $116,286,000 over the $942,601,000 balance as of June 30, 2003. Other than loans secured by real estate and the loan categories set forth in the above table, Great Western had no concentrations of loans at June 30, 2004. Great Western did not have loans outstanding to foreign countries or borrowers headquartered in foreign countries at June 30, 2004.

Management of Great Western’s subsidiary banks may renew loans at maturity, when requested by a customer whose financial strength appears to support such renewal or when such renewal appears to be in Great Western’s best interest. Great Western requires payment of accrued interest in such instances and may adjust the rate of interest, require a principal reduction or modify other terms of the loan at the time of renewal.

Although the risk of non-payment exists for a variety of reasons relating to all loans, other more specific risks are associated with each type of loan. Risks associated with real estate mortgage loans include the borrower’s inability to pay and deterioration in value of real estate held as collateral. Several risks are present in construction loans, including economic conditions in the building industry, fluctuating land values, failure of the contractor to complete work and the borrower’s inability to repay. As of June 30, 2005, construction loans were $326,391,000 or 15.31% of total loans, an increase of $138,339,000 over the $188,052,000 or 73.56% of the total loan balance as of June 30, 2004. Risks associated with commercial and agricultural loans are the quality of the borrower’s management and the impact of local economic factors as well as prices received for products and services. Loans to individuals face the risk of a borrower’s unemployment as a result of deteriorating economic conditions as well as the personal circumstances of the borrower. Management believes that risk levels associated with the various types of loans are dependent upon the existence of the risks at any particular time, for example, economic conditions in the building industry.

LOAN MATURITIES

The following tables present, at June 30, 2005, and June 30, 2004, loans, net of unearned fees, by maturity in each major category of Great Western’s portfolio based on contractual repricing schedules. Actual maturities may differ from the contractual repricing maturities shown below as a result of renewals and prepayments. Great Western’s management evaluates loan renewals in the same manner as new credit applications. If loans are not repaid upon maturity, these loans are subject to the same credit evaluation and other underwriting criteria as new loan applications, and are subject to new terms and conditions as deemed appropriate by Great Western’s lending personnel.


			At June 30, 2005
			Over One Year Through Five Years				Over Five Years
	One Year or Less		Fixed Rate		Floating Rate		Fixed Rate		Floating Rate		Total
	(dollars in thousands)
Loans to individuals	$	91,350	$	98,736	$	5,392	$	33,528	$	86	$	229,092
Real estate loans		69,272		27,337		48,759		15,907		1,943		163,218
Commercial and agricultural		925,476		490,482		276,088		32,729		9,881		1,734,656
Other loans		1,985		156		—		—		—		2,141

Total loans	$	1,088,083	$	616,711	$	330,239	$	82,164	$	11,910	$	2,129,107

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value of real estate held as collateral. Several risks are present in construction loans, including economic conditions in the building industry, fluctuating land values, failure of the contractor to complete work and the borrower’s inability to repay. As of June 30, 2004, construction loans were $188,052,000 or 10.14% of total loans, an increase of $38,074,000 over the $149,978,000 or 9.25% of the total loan balance as of June 30, 2003. Risks associated with commercial and agricultural loans are the quality of the borrower’s management and the impact of local economic factors as well as prices received for products and services. Loans to individuals face the risk of a borrower’s unemployment as a result of deteriorating economic conditions as well as the personal circumstances of the borrower. Management believes that risk levels associated with the various types of loans are dependent upon the existence of the risks at any particular time, for example, economic conditions in the building industry.


			At June 30, 2004
			Over One Year Through Five Years				Over Five Years
	One Year or Less		Fixed Rate		Floating Rate		Fixed Rate		Floating Rate		Total
	(dollars in thousands)
Loans to individuals	$	79,185	$	99,677	$	3,509	$	22,704	$	—	$	205,075
Real estate loans		65,165		22,261		58,635		20,390		2,965		169,416
Commercial and agricultural		795,936		422,072		223,084		36,521		663		1,478,276
Other loans		1,795		219		—		—		77		2,091

Total loans	$	942,081	$	544,229	$	285,228	$	79,615	$	3,705	$	1,854,858

LOAN MATURITIES

The following tables present, at June 30, 2004, and June 30, 2003, loans, net of unearned fees, by maturity in each major category of Great Western’s portfolio based on contractual repricing schedules. Actual maturities may differ from the contractual repricing maturities shown below as a result of renewals and prepayments. Great Western’s management evaluates loan renewals in the same manner as new credit applications. If loans are not repaid upon maturity, these loans are subject to the same credit evaluation and other underwriting criteria as new loan applications, and are subject to new terms and conditions as deemed appropriate by Great Western’s lending personnel.

			At June 30, 2004
			Over One Year Through Five Years						Over Five Years
	One Yearor less		Fixed Rate		Floating Rate		Fixed Rate		FloatingRate		Total
	(dollars in thousands)
Loans to individuals	$	79,185	$	99,677	$	3,509	$	22,704	$	0	$	205,075
Real estate loans		65,165		22,261		58,635		20,390		2,965		169,416
Commercial and agricultural		795,936		422,072		223,084		36,521		663		1,478,276
Other loans		1,795		219		0		0		77		2,091
Total loans	$	942,081	$	544,229	$	285,228	$	79,615	$	3,705	$	1,854,858

			At June 30, 2003
			Over One Year Through Five Years						Over Five Years
	One Yearor less		Fixed Rate		Floating Rate		Fixed Rate		FloatingRate		Total
	(dollars in thousands)
Loans to individuals	$	58,926	$	110,060	$	2,069	$	18,620	$	14	$	189,689
Real estate loans		59,050		26,513		68,293		35,861		1,309		191,026
Commercial and agricultural		673,385		343,657		189,822		26,971		2,802		1,236,637
Other loans		2,868		904		0		88		0		3,860
Total loans	$	794,229	$	481,134	$	260,184	$	81,540	$	4,125	$	1,621,212

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LOAN REVIEW PROCESS

Great Western’s banks follow both internal and external loan review programs to evaluate the credit risk in their loan portfolios and assess the adequacy of the allowance for loan losses.

Internally, each bank maintains a classified loan list that, along with the list of non-performing loans discussed below, helps Great Western’s management assess the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. The classification categories of substandard, doubtful and loss correspond with those of state and FDIC examiners. Loans classified as “substandard” are those loans with clear and defined weaknesses such as highly leveraged positions, unfavorable financial ratios, uncertain repayment sources or poor financial condition, which may jeopardize repayment. Loans classified as “doubtful” are those loans that have characteristics similar to substandard loans, but also have an increased risk of loss or would require a partial write-off in liquidation. Although loans classified as substandard do not duplicate loans classified as doubtful, both substandard and doubtful loans may include some loans that are past due at least 90 days, are on nonaccrual status or have been restructured. Loans classified as “loss” are those loans that are in the process of being charged off.

In addition to the internally classified loans, each subsidiary bank has a “watch list” of loans that further assists monitoring of its loan portfolios. A loan is included on the watch list if it demonstrates one or more deficiencies requiring attention in the near term. Such loans do not have all the characteristics of a classified loan (substandard, doubtful or loss), but do have elements of weakness as compared with those of a satisfactory credit. Management of the subsidiary banks reviews these loans to assist in assessing the adequacy of the allowance for loan losses. Substantially all of the loans on the watch list at June 30, ~~2004~~2005 were current and paying in accordance with loan terms.

Great Western’s external loan review process consists of an intensive on-site review of more than 40% of dollar value of loans at each subsidiary bank (other than Great Western Bank, Omaha) during twelve to twenty-four month periods, depending on conditions. The chief credit officer and loan officers of subsidiary banks perform the Great Western Bank, Watertown and Great Western Bank, Clive reviews. Great Western’s chief credit officer and its President are responsible for determining the frequency and scope of external loan reviews and evaluating the results of those reviews. The report of the chief credit officer is presented to each bank’s management and board of directors for review.

Great Western Bank, Omaha is Great Western’s only bank with an internal loan review staff. Forty percent of the dollar values of Great Western Bank’s loans are reviewed in a 24-month cycle. The chief credit officer of Great Western works with Great Western Bank’s internal review staff.

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NON-PERFORMING LOANS

Non-performing loans consist of nonaccrual, past due and restructured loans. A past due loan is an accruing loan that is contractually past due 90 days or more as to principal and/or interest payments. Loans on which management does not expect to collect interest in the normal course of business are placed on nonaccrual or are restructured. When a loan is placed on nonaccrual, any interest previously accrued but not yet collected is reversed against current income unless, in the opinion of management, the outstanding interest remains collectible. Thereafter, interest is generally included in income only to the extent of cash received. A loan is restored to accrual status when all interest and principal payments are current and the borrower has demonstrated to management the ability to make payments of principal and interest as scheduled.

A restructured loan is one upon which interest accrues at a below market rate or upon which certain principal has been forgiven so as to aid the borrower in the final repayment of the loan, with any interest previously accrued, but not yet collected, being reversed against current income. Interest is accrued based upon the new loan terms.

Assets fully or substantially collateralize non-performing loans. In general, the excess of loan balances over collateral values is allocated in the allowance. Assets acquired through foreclosure are carried at the lower of cost or estimated fair value, net of estimated costs of disposal, if any.

The following table lists nonaccrual, over 90 days past due and restructured loans, other real estate and other repossessed assets at June 30, ~~2004~~2005, and for each of the prior four years.

	At June 30
	2004			2003			2002			2001			2000
	2005			2004			2003			2002			2001
	(dollars in thousands)
Nonaccrual loans	$	137,~~242~~736		$	913,~~561~~242		$	119,~~592~~561		$	411,~~703~~592		$	14,~~920~~703
Accruing loans past due over 90 days		154			2,130			1,895			1,772			2,370
Accruing loans past due 90 days or more		1,991			154			2,130			1,895			1,772
Restructured loans		~~955~~175			~~768~~955			~~3,977~~768			133,~~510~~977			513,~~164~~510
Total non-performing loans		149,~~351~~902			1214,~~459~~351			1712,~~464~~459			1917,~~985~~464			919,~~454~~985
Other real estate and other repossessed assets		24,~~628~~065			2,~~208~~628			2,~~496~~208			12,~~179~~496			~~113~~1,179
Total non-performing assets	$	1613,~~979~~967		$	1416,~~667~~979		$	1914,~~960~~667		$	2119,~~164~~960		$	921,~~567~~164
Ratio of total nonperforming loans to loans, net of unearned fees		0.7747	%		0.77	%		10.1777	%		1.5317	%		1.4953	%
Ratio of total non-performing assets to total loans plus other real estate and other repossessed assets		0.9165			0.9091			10.3390			1.6233			1.5162
Ratio of non-performing assets to total assets		0.7051			0.6870			0.9968			10.1999			1.1219

Nonaccrual loans were $137,~~242~~736,000 as of June 30, ~~2004~~2005, ana ~~increase~~decrease of $35,~~681~~506,000 over $913,~~561~~242,000 as of June 20, ~~2003~~2004. The ~~increase~~decrease iswas primarily ~~due~~a toresult ~~four~~of ~~real~~two ~~estate~~large ~~development~~ loans ~~totaling~~being ~~$2,600,000~~reclassified ~~being~~to ~~placed~~other onreal ~~non-accrual.~~estate ~~Nonaccrual~~owned ~~loans~~and ~~were~~then $9sold,~~561,000~~ ~~as of~~and ~~June~~two ~~30,~~other ~~2003,~~large aloans ~~decrease~~being restored ofto ~~$2,031,000~~accrual ~~over~~status as the ~~balance~~creditor ofpaid ~~$11,592,000~~the asdelinquent ofprincipal ~~June~~and ~~30,~~interest ~~2002~~balances due.

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~~This~~Nonaccrual ~~decrease~~loans ~~was~~were ~~primarily~~$13,242,000 ~~due~~as toof ~~one~~June ~~commercial~~30, ~~borrower~~2004, ~~whose~~an increase of $13,~~400~~681,000 ~~loan~~over the balance of $9,561,000 as of June 30, 2003. This increase was ~~reclassified~~primarily due to ~~other~~four real estate ~~owned~~development ~~and~~loans ~~one~~totaling ~~commercial borrower,~~approximately ~~which had a~~ $~~500~~2,600,000 ~~principal~~being ~~reduction~~placed on non-accrual.

Accruing loans past due over 90 days were $1,991,000 and $154,000 at June 30, 2005 and 2004, respectively. The increase was primarily the result of adding a $1,600,000 loan during the year ended June 30, 2005. Accruing loans past due over 90 days were $154,000 and $2,130,000 at June 30, 2004 and June 30, 2003, respectively. A $2,000,000 loan was added inIn March 2003 and paid current soon after being added. The balance of the decrease can be attributed to working down the balances on the loan. As a rule, loans that are in the 90-day still accruing category are well secured and Great Western believes that they will collect all payments due.

Restructured loans were $~~955~~175,000 and $~~768~~955,000 at June 30, ~~2004 and 2003, respectively. Restructured loans were~~2005 ~~$768,000~~ and $32004,~~977,000~~ ~~at June 30, 2003 and 2002,~~ respectively. The decrease iswas ~~primarily~~a ~~due~~result toof apayoff ~~single~~or ~~commercial~~pay ~~borrower~~down ~~refinancing~~of asuch ~~$3,100,000~~loans ~~loan,~~during ~~which~~the ~~resulted~~year inended ~~this~~June ~~loan~~30, ~~being reclassified~~2005. Restructured loans were $3955,~~977,~~000 and $13768,~~510,~~000 at June 30, ~~2002,~~2004 and ~~2001~~2003, respectively. A single commercial borrower paid off a total of $7,379,543 of restructured loans in February 2002. This primarily caused the decrease in restructured loans and non-performing loans and assets in fiscal year 2002.

A potential problem loan is defined as a loan where information about possible credit problems of the borrower is known, causing management to have serious doubts as to the ability of the borrower to comply with the present loan repayment terms and which may result in the inclusion of such loan in one of the nonperforming asset categories. Great Western does not believe it has any material potential problem loans other than those reported in the above table.

Great Western’s subsidiary banks attempt to convert nonperforming loans into interest-earning assets either through liquidation of the collateral securing the loan or through intensified collection efforts. Foreclosures on defaulted loans result in Great Western acquiring other real estate and other repossessed assets. Accordingly, Great Western incurs ~~other~~ expenses, specifically net costs applicable to other real estate and other repossessed assets, in maintaining, insuring and selling such assets. Great Western’s subsidiary banks attempt to convert nonperforming loans into interest-earning assets either through liquidation of the collateral securing the loan or through intensified collection efforts.

ALLOWANCE FOR LOAN LOSSES

Implicit in Great Western’s lending activities is the fact that loan losses will be incurred and that the risk of loss will vary with the type of loan being made and the creditworthiness of the borrower over the term of the loan. To reflect the currently perceived risk of loss associated with Great Western’s loan portfolio, provisions are made to the allowance for loan losses. The allowance is created by direct charges of the provision against income and the allowance is available to absorb realized loan losses.

The allowance for loan losses is maintained to absorb probable losses inherent in the loan portfolio. Great Western’s allowance was $2225,~~643~~701,000 or 1.2221% of loans, net of unearned fees, at June 30, ~~2004~~2005 compared to $2122,~~251~~643,000 or 1.3122% of loans, net of unearned fees, at June 30, ~~2003~~2004, and $2021,~~344~~251,000 or 1.3631% of loans, net of unearned fees, at June 30, ~~2002~~2003. The increase in the total allowance is primarily due to growth in the loan portfolio.

Management performs regular monthly assessments of these estimated losses by utilizing a methodology that relies on several key elements. Larger-balance, non-homogeneous loans representing significant individual credit exposures are evaluated based upon the borrower’s overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors and, if appropriate, the realizable value of the collateral. The allowance on these loans is calculated by applying loss factors to outstanding

-3736-

~~The allowance on these~~ loans ~~is calculated by applying loss factors to outstanding loans~~ and certain unused commitments. Loss factors include management’s assessment of current economic conditions and the potential impact on various industries, and the financial conditions of the borrowers.

Net loans charged off for the year ended June 30, ~~2004~~2005 ~~were~~was $24,~~932~~060,000 compared with $32,~~464~~932,000 induring ~~2003~~the ~~and~~year $5ended June 30,~~677~~ 2004. The percentage of net loans charged off to average loans,~~000~~ innet ~~2002.~~of ~~One~~unearned ~~borrower~~income ~~accounted~~was .20% for the year ended June 30, 2005 and .17% for the year ended June 30, 2004. The charge off of two large loans, with a principal balance of $21,~~653~~817,000, ofduring the year ended June 30, 2005 contributed to the slight increase in the ratio of net loans charged- off to average loans, net of unearned income. Net loans charged off for the ~~fiscal~~year ended June 30, 2004 was $2,932,000 compared to $3,464,000 during the year ~~2002.~~ended June 30, 2003.

Specific allowances are maintained for larger-balance, non-homogeneous loans that have been individually determined to be impaired as prescribed by FASB No. 114, “Accounting by Creditors for Impairment of a Loan.” Impairment is measured on a loan-by-loan basis for these loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the method predominantly used, which is the fair value of the collateral.

Each portfolio of smaller balance, homogeneous loans, including individual installment, consumer and residential loans, is collectively evaluated for impairment. The allowance for loan losses attributed to these loans is established from an estimate of probable losses inherent in the portfolio. Loss factors are applied to outstanding loans based upon historical credit losses, trends in volumes and terms of loans, and consideration of economic, geographical, product and other factors.

The allowance for loan losses is based upon estimates, and actual charge-offs ~~can~~ may vary significantly from the estimated amounts. By assessing the probable estimated losses inherent in the loan portfolio on a quarterly or more frequent basis, adjustments are made to specific and inherent loss estimates based upon the most recent information available.

~~The~~-37- following table presents the provisions, loans charged off and recoveries of loans previously charged off, the amount of the allowance, average loans outstanding and certain pertinent ratios for the year ended June 30, 2004, and for each of the prior four years.

	At June 30,
	2004			2003			2002			2001			2000
	(dollars in thousands)
Average loans outstanding(1)	$	1,718,450		$	1,550,457		$	1,368,931		$	844,280		$	567,658
Total loans at end of period(1)	$	1,854,858		$	1,621,212		$	1,496,200		$	1,303,049		$	634,757
Allowance at beginning of period	$	21,251		$	20,344		$	18,955		$	8,197		$	6,701
Loans charged off:
Loans to individuals		842			858			1,197			828			399
Real estate loans		75			292			288			402			68
Commercial and agricultural		2,657			2,729			5,046			899			217
Other loans		31			181			(80	)		498			198
Total charge-offs		3,605			4,060			6,451			2,627			882
Recoveries of loans previously charged off:
Loans to individuals		307			221			190			223			110
Real estate loans		17			116			104			12			46
Commercial and agricultural		341			233			446			72			115
Other loans		8			26			34			24			71
Total recoveries		673			596			774			331			342
Net loans charged off		2,932			3,464			5,677			2,296			540
Provision for loan losses		4,324			4,371			6,067			2,618			2,036
Business acquisition(2)		0			0			999			10,436			0
Allowance at end of period	$	22,643		$	21,251		$	20,344		$	18,955		$	8,197
Net loans charged off to average loans, net unearned income		0.17	%		0.22	%		0.41	%		0.27	%		0.10	%
Allowance for loan losses to loans, net unearned income		1.22	%		1.31	%		1.36	%		1.45	%		1.29	%

The following table presents the provisions, loans charged off and recoveries of loans previously charged off, the amount of the allowance, average loans outstanding and certain pertinent ratios for the year ended June 30, 2005, and for each of the prior four years.


	At June 30,
	2005			2004			2003			2002			2001
	(dollars in thousands)
Average loans outstanding⁽¹⁾	$	1,993,049		$	1,718,450		$	1,550,457		$	1,368,931		$	844,280

Total loans at end of period⁽¹⁾	$	2,129,107		$	1,854,858		$	1,621,212		$	1,496,200		$	1,303,049

Allowance at beginning of period	$	22,643		$	21,251		$	20,344		$	18,955		$	8,197
Loans charged off:
Loans to individuals		1,025			842			858			1,197			828
Real estate loans		115			75			292			288			402
Commercial and agricultural		3,508			2,657			2,729			5,046			899
Other loans		100			31			181			(80	)		498

Total charge-offs		4,748			3,605			4,060			6,451			2,627

Recoveries of loans previously charged off:
Loans to individuals		236			307			221			190			223
Real estate loans		11			17			116			104			12
Commercial and agricultural		412			341			233			446			72
Other loans		29			8			26			34			24

Total recoveries		688			673			596			774			331

Net loans charged off		4,060			2,932			3,464			5,677			2,296
Provision for loan losses		5,092			4,324			4,371			6,067			2,618
Business acquisition⁽²⁾		2,026			—			—			999			10,436

Allowance at end of period	$	25,701		$	22,643		$	21,251		$	20,344		$	18,955

Net loans charged off to average loans, net unearned income		0.20	%		0.17	%		0.22	%		0.41	%		0.27	%
Allowance for loan losses to loans, net unearned income		1.21	%		1.22	%		1.31	%		1.36	%		1.45	%

⁽¹⁾	Net of unearned fees.

(2) The allowance for loan losses includes the allowance of $649,000 related to the acquisition of Security State Bank for its merger into Great Western Bank, Clive, the allowance of $1,377,000 related to the acquisition of Oakland State Bank for its merger with Great Western Bank, Omaha, the allowance of $999,000 related to the acquisition of First Western and Marquette banks (collectively) for their merger into Great Western Bank, Watertown, the allowance related to Iowa State Bank, Hamburg, Iowa and United National Bank, Sidney, Iowa (collectively) for their merger into Great Western Bank, Clive of $2,153,000, the allowance related to Founders Trust National Bank, Sioux Falls, South Dakota for its merger into Great Western Bank, Watertown of $304,000, and the allowance related to the acquisition of Great Western Bank, Omaha, Nebraska of $7,979,000 ~~and the allowance of $999,000 related to the acquisition of First Western and Marquette banks (collectively) for their merger into Great Western Bank, Watertown~~. See “~~Nonperforming~~Non-performing Loans.” for additional information.

-38-

Management and the boards of directors of the subsidiary banks make credit and loan decisions in conformity with loan policies established by their boards of directors. The subsidiary banks’ practices are to charge off any loan or portion of a loan when the loan is determined by management to be ~~uncollectable~~uncollectible due to the borrower’s failure to meet repayment terms, the borrower’s deteriorating or deteriorated financial condition, the depreciation of the underlying collateral, the loan’s classification as a loss by regulatory examiners or for other reasons. Great Western charged off $34,~~605~~748,000 during the year ended June 30, ~~2004~~2005 and $43,~~060~~605,000 for June 30, ~~2003~~2004. Recoveries during fiscal year ~~2004~~2005 were $~~673~~688,000 when compared to $~~596~~673,000 for fiscal year June 30, ~~2003~~2004. Great Western charged off $6,451,000 during the year ended June 30, 2002 and $2,627,000 for June 30, 2001. One borrower accounted for $2,653,000 or 41.10% of the total charged off loans for the fiscal year 2002 as discussed earlier in this section. Recoveries during fiscal year 2002 were $774,000 when compared to $331,000 for fiscal year June 30, 2001. One commercial borrower accounted for $316,000 or 40.8% of the total recoveries in fiscal year 2002. See “Non-Performing Loans” for additional information.

The following table shows the allocations in the allowance and the ~~respective~~ respective percentages of each loan category to total loans at June 30, ~~2004~~2005, and at year-end for each of the prior four years. Portions of the allowance have been allocated to categories based on an analysis of the status of particular loans and ~~homogenous~~ homogenous pools of loans. The allocation table should not be interpreted as an indication of the specific amounts, by loan classification, to be charged to the allowance. ~~Management believes that the table may be useful information for assessing the adequacy of the allowance as a whole.~~ The table has been derived in part by applying historical loan loss ratios to both internally classified loans and the portfolio as a whole in determining the allocation of the loan losses attributable to each category of loans.


	At June 30, 2005				At June 30, 2004				At June 30, 2003
	Amount of Allowance		Percent of Loans by Category to Loans		Amount of Allowance		Percent of Loans by Category to Loans		Amount of Allowance		Percent of Loans by Category to Loans
	(dollars in thousands)
Loans to individuals	$	1,851	10.76	%	$	1,399	11.06	%	$	2,003	11.74	%
Real estate loans		1,842	7.67			1,958	9.13			2,109	11.98
Commercial and agricultural		21,957	81.47			19,234	79.70			16,481	76.12
Other loans		51	0.10			52	0.11			658	0.16

Total allowance for loan losses	$	25,701	100.00	%	$	22,643	100.00	%	$	21,251	100.00	%


	At June 30, 2002				At June 30, 2001
	Amount of Allowance		Percent of Loans by Category to Loans		Amount of Allowance		Percent of Loans by Category to Loans
	(dollars in thousands)
Loans to individuals	$	2,401	13.35	%	$	4,023	16.50	%
Real estate loans		1,999	11.05			1,719	13.25
Commercial and agricultural		15,554	75.17			13,034	70.00
Other loans		390	0.43			179	0.25

Total allowance for loan losses	$	20,344	100.00	%	$	18,955	100.00	%

SECURITIES

Securities, all of which are classified as available-for-sale, increased $19,218,000, or 5.27%, to $384,065,000 at June 30, 2005, from $364,847,000 at June 30, 2004. The increase primarily resulted from the acquisition of $13,972,000 in securities from Oak Bancorporation. Securities increased $51,711,000 or 16.51%, to $364,847,000 at June 30, 2004, from $313,136,000 at June 30, 2003. The increase was due to internal growth and acquisitions.

-39-

	At June 30, 2004				At June 30, 2003				At June 30, 2002
	Amount of Allowance		Percent of Loans by Category to Loans		Amount of Allowance		Percent of Loans by Category to Loans		Amount of Allowance		Percent of Loans by Category to Loans
	(dollars in thousands)
Loans to individuals	$	1,399	11.06	%	$	2,003	11.74	%	$	2,401	13.35	%
Real estate loans		1,958	9.13			2,109	11.98			1,999	11.05
Commercial and agricultural		19,234	79.70			16,481	76.12			15,554	75.17
Other loans		52	0.11			658	0.16			390	0.43
Total allowance for loan losses	$	22,643	100.00	%	$	21,251	100.00	%	$	20,344	100.00	%

The board of directors of each subsidiary bank reviews all securities transactions at each board meeting and the securities portfolio periodically. For obligations of U.S. Government agencies and corporation, state, county, municipal and other securities, Great Western’s investment policy allows for the purchase of securities with maturities in excess of ten years. As of June 30, 2005, 95.97% of Great Western’s securities with defined maturities mature in less than ten years. Mortgage-backed securities are deemed not to have defined maturities for purposes of this analysis.

	At June 30, 2001				At June 30, 2000
	Amount of Allowance		Percent of Loans by Category to Loans		Amount of Allowance		Percent of Loans by Category to Loans
	(dollars in thousands)
Loans to individuals	$	4,023	16.50	%	$	1,383	16.77	%
Real estate loans		1,719	13.25			1,288	21.26
Commercial and agricultural		13,034	70.00			5,266	61.20
Other loans		179	0.25			260	0.77
Total allowance for loan losses	$	18,955	100.00	%	$	8,197	100.00	%

As of June 30, 2005, 77.83% of Great Western’s investment portfolio had defined maturities. The investment portfolio with defined maturities was concentrated in the following categories: obligations of the U.S. Treasury, U.S. government agencies, corporations, state and local political subdivisions totaled $293,358,000, or 76.38% of the portfolio and corporate debt totaled $5,556,000, or 1.45% of the portfolio. Mortgage-backed securities totaled $70,371,000 or 18.32% of Great Western’s investment portfolio. The remaining $14,780,000 or 3.85% of Great Western’s investment portfolio is in equity securities, which primarily is stock in the Federal Home Loan Banks of Des Moines and Topeka totaling $12,243,000 as of June 30, 2005.

~~SECURITIES~~Certain of Great Western’s securities are pledged to secure public and trust fund deposits and for other purposes required or permitted by law. At June 30, 2005 the face value of U.S. Government and other securities so pledged amounted to $271,094,000, or 70.59% of the total securities portfolio.

~~Securities~~The following table provides the maturity distribution and weighted average interest rates of Great Western’s securities portfolio at June 30, ~~all~~2005. The yield has been computed by dividing the forward annualized income stream on the securities, plus or minus the anticipated amortization of ~~which~~premium or accretion of discount, by the book value of the securities. The book value of available-for-sale securities is their fair value. All securities are classified as available-for-sale,. ~~increased $51,711,000,~~The orrestatement ~~16.51%,~~of the yields on tax-exempt securities to ~~$364,847,000~~a atfully taxable-equivalent ~~June~~basis ~~30,~~has ~~2004,~~been ~~from~~computed ~~$313,136,000~~assuming ata ~~June~~tax ~~30,~~rate ~~2003~~of 35%. The ~~increase~~equity ~~was~~securities ~~due~~are toprimarily ~~internal~~composed ~~growth~~of stock in the Federal Home Loan Banks of Des Moines and ~~acquisitions~~Topeka. ~~Securities~~The ~~decreased~~yield ~~$20,923,000~~is orset 6quarterly by each Federal Home Loan Bank’s board of directors.~~26%,~~ toFor ~~$313,136,000~~the atquarter ended June 30, ~~2003~~2005, ~~from~~the ~~$334,059,000~~yields ~~at June~~were ~~30, 2002~~3.88% ~~The~~and ~~decrease~~4.76% ~~was~~at ~~due~~Federal toHome ~~funding~~Loan ~~the~~Banks ~~growth~~of inDes ~~loans~~Moines ~~versus~~and ~~reinvesting~~Topeka, ~~in securities~~respectively.

The board of directors of each subsidiary bank reviews all securities transactions at each board meeting and the securities portfolio periodically. For obligations of U.S. Government agencies and corporation, state, county, municipal and other securities, Great Western’s investment policy allows for the purchase of securities with maturities in excess of ten years. As of June 30, 2004, 97.46% of Great Western’s securities with defined maturities mature in less than ten years. Mortgage-backed securities are deemed not to have defined maturities for purposes of this analysis.

As of June 30, 2004, 88.65% of Great Western’s investment portfolio had defined maturities. The investment portfolio with defined maturities was concentrated in the following categories: obligations of the U.S. Treasury, U.S. government agencies, corporations, state and local political subdivisions totaled $313,363,000, or 85.89% of the portfolio and corporate debt totaled $10,082,000, or 2.76% of the portfolio. Mortgage-backed securities totaled $29,231,000 or 8.01% of Great Western’s investment portfolio. The remaining $12,171,000 or 3.34% of Great Western’s investment portfolio is in equity securities, which primarily are stock in the Federal Home Loan Banks of Des Moines and Topeka totaling $10,327,000 as of June 30, 2004.

-40-

Certain of Great Western’s securities are pledged to secure public and trust fund deposits and for other purposes required or permitted by law. At June 30, 2004 the face value of U.S. Government and other securities so pledged amounted to $240,737,000, or 65.98% of the total securities portfolio.


	At June 30, 2005
Type and Maturity	Principal Amount		Amortized Cost		Estimated Fair Value		Weighted Average Yield
	(dollars in thousands)
U.S. Treasury securities:
Within one year	$	1,000	$	1,004	$	1,005	3.00	%
After one but within five years		18,000		18,096		17,488	2.52
After five but within 10 years		5,000		5,057		4,902	3.46

Total U.S. Treasury securities		24,000		24,157		23,395	2.74

Obligations of other U.S. Government agencies and corporations:
Within one year		10,500		10,505		10,548	3.91
After one but within five years		210,900		210,464		207,708	3.61
After five but within ten years		3,700		3,689		3,703	4.70
After ten years		6,750		6,734		6,585	4.28

Total obligations of U.S. Government agencies and corporations		231,850		231,392		228,544	3.66

Obligations of states and political subdivisions:
Within one year		4,004		4,019		4,016	4.00
After one but within five years		17,928		18,054		18,263	5.61
After five but within ten years		13,688		13,744		14,168	6.76
After ten years		4,970		5,010		4,972	5.91

Total obligations of states and political subdivisions		40,590		40,827		41,419	5.91

Other securities:
Within one year		500		500		503	7.10
After one but within five years		4,610		4,727		4,567	2.78
After five but within ten years		—		—		—	—
After ten years		500		499		486	5.02

Total other securities		5,610		5,726		5,556	3.37

Total securities with defined maturities		302,050		302,102		298,914	3.89

Mortgage-Backed Securities		70,753		70,714		70,371	4.22
Equity securities		14,429		14,430		14,780	3.46

Total securities	$	387,232	$	387,246	$	384,065	3.93	%

~~The~~DEPOSITS following table provides the maturity distribution and weighted average interest rates of Great Western’s securities portfolio at June 30, 2004. The yield has been computed by dividing the forward annualized income stream on the securities, plus or minus the anticipated amortization of premium or accretion of discount, by the book value of the securities. The book value of available-for-sale securities is their fair value. All securities are classified as available-for-sale. The restatement of the yields on tax-exempt securities to a fully taxable-equivalent basis has been computed assuming a tax rate of 35%. The equity securities are primarily composed of stock in the Federal Home Loan Banks of Des Moines and Topeka. The yield is set quarterly by each Federal Home Loan Bank’s board of directors. For the quarter ended June 30, 2004, the yields were 1.79% and 3.50% at Federal Home Loan Banks of Des Moines and Topeka, respectively.

	At June 30, 2004
Type and Maturity	Principal Amount		Amortized Cost		Estimated Fair Value		Weighted Average Yield
	(dollars in thousands)
U.S. Treasury securities:
Within one year	$	0	$	0	$	0	0	%
After one but within five years		19,000		19,167		18,437	2.54
After five but within 10 years		5,000		5,062		4,647	3.46
Total U.S. Treasury securities		24,000		24,229		23,084	2.73
Obligations of other U.S. Government agencies and corporations:
Within one year		14,580		14,560		14,794	4.77
After one but within five years		199,100		198,735		194,567	3.46
After five but within ten years		38,000		38,058		37,140	3.98
After ten years		5,000		4,989		4,614	4.31
Total obligations of U.S. Government agencies and corporations		256,680		256,342		251,115	3.63
Obligations of states and political subdivisions:
Within one year		2,707		2,712		2,730	3.87
After one but within five years		17,322		17,522		17,822	3.83
After five but within ten years		14,687		14,747		15,020	5.30
After ten years		3,501		3,547		3,592	6.05
Total obligations of states and political subdivisions		38,217		38,528		39,164	4.60
Other securities:
Within one year		1,500		1,499		1,539	7.53
After one but within five years		8,310		8,507		8,543	3.73
After five but within ten years		0		0		0
After ten years		0		0		0
Total other securities		9,810		10,006		10,082	4.31
Total securities with defined maturities		328,707		329,105		323,445	3.70
Mortgage-Backed Securities		29,451		30,057		29,231	2.82
Equity securities		11,921		11,921		12,171	2.96
Total securities	$	370,079	$	371,083	$	364,847	3.60	%

Total deposits increased $230,766,000 or 12.06%, to $2,144,830,000 at June 30, 2005, from $1,914,064,000 at June 30, 2004. The increase in deposits is primarily due to internal growth. Deposit growth through acquisitions was $80,377,000 during the year ended June 30,

-41-

~~DEPOSITS~~ 2005. Total deposits increased $179,034,000, or 10.32%, to $1,914,064,000 at June 30, 2004, from $1,735,030,000 at June 30, 2003. The increase in deposits is primarily due to acquisitions and internal growth.

~~Total~~The following ~~deposits~~table ~~increased~~presents ~~$179,034,000~~the oraverage ~~10.32%,~~amounts toand ~~$1,914,064,000~~the ataverage ~~June~~rates ~~30,~~paid ~~2004,~~on ~~from $1,735,030,000 at June 30, 2003. Total~~ deposits ~~increased $99,063,000,~~of orGreat ~~6.06%,~~Western tofor ~~$1,735,030,000~~the atyear ended June 30, ~~2003~~2005, ~~from~~and ~~$1,635,967,000~~for ateach ~~June~~of ~~30,~~the ~~2002.~~prior ~~The~~two ~~increase~~years: ~~in deposits is primarily due to acquisitions and internal growth.~~

The following table presents the average amounts and the average rates paid on deposits of Great Western for the year ended June 30, 2004, and for each of the prior two years:


	Year Ended June 30,
	2005				2004				2003
	Average Amount		Average Rate		Average Amount		Average Rate		Average Amount		Average Rate
	(dollars in thousands)
Interest-bearing demand, savings and money market deposits	$	794,710	0.88	%	$	676,786	0.69	%	$	601,694	1.05	%
Time deposits of less than $100,000		687,135	2.76			604,089	2.84			593,428	3.48
Time deposits of $100,000 or more		303,357	2.92			266,018	2.73			257,055	3.42

Total interest-bearing deposits		1,785,202	1.95			1,546,893	1.88			1,452,177	2.46
Noninterest-bearing demand deposits		278,922	—			260,296	—			233,594	—

Total deposits	$	2,064,124	1.69	%	$	1,807,189	1.61	%	$	1,685,771	2.12	%

	Year Ended June 30,
	2004				2003				2002
	Average Amount		Average Rate		Average Amount		AverageRate		Average Amount		Average Rate
Interest-bearing demand, savings and money market deposits	$	676,786	0.69	%	$	601,694	1.05	%	$	522,953	2.44	%
Time deposits of less than $100,000		604,089	2.84			593,428	3.48			564,126	4.32
Time deposits of $100,000 or more		266,018	2.73			257,055	3.42			230,535	4.13
Total interest-bearing deposits		1,546,893	1.88			1,452,177	2.46			1,317,614	3.54
Noninterest-bearing demand deposits		260,296	0.00			233,594	0.00			177,411	0.00
Total deposits	$	1,807,189	1.61	%	$	1,685,771	2.12	%	$	1,495,025	3.12	%

The maturity distribution of time deposits of $100,000 or more at June 30, 2005 is presented below:

-42-


	At June 30, 2005
	(in thousands)
3 months or less	$	68,636
Over 3 through 6 months		62,033
Over 6 through 12 months		83,470
Over 12 months		133,274

Total time deposits of $100,000 or more	$	347,413

The maturity distribution of time deposits of $100,000 or more at June 30, 2004 is presented below:

	At June 30, 2004
	(in thousands)
3 months or less	$	64,093
Over 3 through 6 months		39,186
Over 6 through 12 months		78,688
Over 12 months		105,534
Total time deposits of $100,000 or more	$	287,501

The subsidiary banks rely to a limited extent on time deposits of $100,000 or more. Time deposits of $100,000 or more are a more volatile funding source than other deposits and are more likely to affect Great Western’s future earnings because of interest rate sensitivity.

SHORT-TERM BORROWINGS

Short-term borrowings include Federal Funds purchased and securities sold under agreements to repurchase. See Note 10 to the Consolidated Financial Statements.

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FEDERAL HOME LOAN BANK BORROWINGS

~~All~~Each of the subsidiary banks ~~are~~is ~~members~~a member of ~~the~~its region’s Federal Home Loan Bank. Due to the competitive rates available, each subsidiary bank has utilized Federal Home Loan Bank advances as a source of funding. At June 30, ~~2004~~2005, the subsidiary banks had $~~114~~180,~~802~~605,000 in Federal Home Loan Bank advances compared to $~~102~~114,~~162~~802,000 at June 30, ~~2003~~2004 and $69102,~~337~~162,000 at June 30, ~~2002~~2003. At June 30, ~~2004~~2005, based on its Federal Home Loan Bank stockholdings, the aggregate unused borrowing capacity of Great Western was $~~136~~100,~~527~~075,000.

A variety of borrowing terms and maturities can be chosen from the Federal Home Loan Bank. Maturities available range generally from one day to 10 years. Interest rates can be either fixed or variable and prepayment options are available if desired. The Federal Home Loan Bank offers both amortizing and non-amortizing advances. Historically, Federal Home Loan Bank stock has been redeemable at the preset price of $100 per share, its current carrying value, but there can be no assurance that this policy will continue.

NOTES PAYABLE TO BANK

Great Western has notes payable to an unaffiliated bank of $500,000 at June 30, ~~2004~~2005 compared to $7,500,000 at June 30, ~~2003~~ 2004 and $177,500,000 at June 30, ~~2002~~2003. The decrease when comparing June 30, 2004 to June 30, 2003 is due to a note payoff. The source of funds for the payoff came from Great Western issuing company obligated ~~mandatorily redeemable preferred securities of~~ ~~a subsidiary trust. The decrease when comparing June 30, 2003 to June 30, 2002 is due to a note payoff; the source of funds for the payoff came from Great Western issuing company obligated~~ mandatorily redeemable preferred securities of a subsidiary trust. (Terms of these notes are discussed in “Sources of Liquidity” below.)

Great Western has committed to maintain specific covenants each quarter and year-end with the unaffiliated bank as stated in the March 23, 2001 loan agreement and as amended on October 31, 2002 and March 23, ~~2004~~2005. For the quarter ending June 30, ~~2004~~2005 Great Western satisfied all covenants.

CAPITAL NOTES

The common stockholders of Great Western formed Capital Investors, LLC in March 2001. Capital Investors, LLC is owned by common stockholders of Great Western for the purpose of financing the purchase of Great Western’s subordinated capital notes. This structure was designed to meet requirements of the third party lender to Capital Investors and to qualify Great Western’s subordinated capital notes as Tier II capital for regulatory purposes. The subordinated capital notes bear interest at a floating rate of one percent per annum over the prime rate with interest payable and reset quarterly. Great Western had $35,000,000 in subordinated capital notes outstanding at June 30, 2005. Great Western has the right to prepay the subordinated capital notes without penalty. The capital notes are due March 23, 2011; however, depending upon the availability of funds and Great Western’s capital requirements, Great Western intends to prepay the subordinated capital notes at the rate of 20% of the original principal amount each year beginning in 2007 through 2011.

On June 13, 2005, Capital Investors, LLC purchased $10,000,000 in subordinated capital notes issued by Great Western Bank, Omaha. The subordinated capital notes bear interest at a floating rate of one percent per annum over the prime rate and are due June 13, 2015 with interest payable quarterly. The initial interest rate is 7.00% and is reset quarterly on July 1, October 1, January 1, and April 1. Great Western Bank, Omaha has the right, subject to regulatory approval, to prepay the subordinated capital notes without penalty.

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~~CAPITAL~~Great ~~NOTES~~Western’s obligations under its preferred securities guarantee and the junior subordinated debentures are unsecured and rank junior to Great Western’s obligations under the subordinated capital notes. See “Certain Relationships and Related Transactions” for additional information.

Capital Investors (See “Certain Relationships and Related Transactions”) negotiated a loan from an unaffiliated bank of $35,000,000 to purchase Great Western’s subordinated capital notes. The loan has the following terms: the option to either fix the rate of interest at the five-year treasury rate plus 350 basis points but not less than the lender’s cost of funds plus 250 basis points at the date the loan is closed, or to select a rate of interest at LIBOR plus 215 basis points fixed at intervals ranging from 30 days to 180 days. Interest is payable quarterly and principal due March 23, 2006, but expected to be payable in equal installments annually in each year beginning 2007 through 2011. Capital Investors collateralized its borrowing by pledging the subordinated capital notes to the unaffiliated bank. In addition, the stockholders of Great Western pledged their common stock as additional collateral for Capital Investors’ loan.

LINE OF CREDIT

Great Western has a $5,000,000 revolving line of credit from the unaffiliated bank, to be used by Great Western as a short-term liquidity facility. Great Western entered into a covenant with the unaffiliated lender not to pledge the stock of its subsidiary banks except to the lender as collateral for Great Western’s loans.

LIQUIDITY

SOURCES OF LIQUIDITY

Liquidity with respect to a financial institution is the ability to meet its short-term needs for cash without suffering an unfavorable impact on its on-going operations. The need for the subsidiary banks to maintain funds on hand arises principally from maturities of short-term borrowings, deposit withdrawals, customers’ borrowing needs and the maintenance of reserve requirements. Liquidity with respect to a financial institution can be met from either assets or liabilities. On the asset side of the balance sheet, the primary sources of liquidity are cash and due from banks, federal funds sold, maturities of securities and scheduled repayments and maturities of loans. The subsidiary banks maintain adequate levels of cash and near-cash investments to meet their day-to-day needs. Cash and due from banks averaged $5558,~~987~~174,000 and $5255,~~070~~987,000 during the years ended June 30, ~~2004~~2005 and ~~2003~~2004. These amounts comprised 2.4624% and 2.5046% of average total assets during the years ended June 30, ~~2004~~2005 and ~~2003~~2004. The average level of securities and federal funds sold was $~~368~~411,~~727~~038,000 and $~~365~~368,~~750~~727,000 during the years ended June 30, ~~2004~~2005 and ~~2003~~2004.

At June 30, ~~2004~~2005, $1916,~~063~~072,000, or 5.8938%, of Great Western’s securities portfolio, excluding mortgage-backed securities and equity securities, is scheduled to mature within one year and $~~239~~248,~~369~~025,000 or 7482.0198%, excluding mortgage-backed securities, matures after one but within five years. The subsidiary banks’ commercial lending activities are concentrated in loans with maturities of less than five years and with both fixed and adjustable interest rates. Its installment lending activities are concentrated in loans with maturities of three to six years and with generally fixed interest rates. At June 30, ~~2004~~2005, approximately $~~942~~952,~~081~~606,000, or 5044.7974%, of Great Western’s loans, net of unearned fees, mature within one year. See “Loan Maturities.”

On the liability side of the balance sheet, the principal sources of liquidity are deposits, borrowed funds and accessibility to money and capital markets. Great Western attracts its deposits primarily from individuals and businesses located within the market areas served by the subsidiary banks, and to lesser extent, on brokered deposits. Borrowed funds come primarily from three sources, Federal Home Loan Bank borrowings, Great Western’s notes payable to an unaffiliated bank and the sale of subordinated capital notes to an affiliate. Interest is due quarterly to the unaffiliated bank at either the lender’s cost of funds plus 1.75% per annum or the LIBOR rate plus 1.50% (fixed for periods of up to 180 days) per annum, at the option of Great Western. The maturity date of the outstanding debt with the unaffiliated bank is March 23, 2006; and the maturity dates of the subordinated capital notes to an affiliate are March 23, 2011. On August 12, 1999, Great Western caused to be issued $20,400,000 of company obligated mandatorily redeemable preferred securities of a subsidiary trust, with interest due at 10% per annum payable quarterly. The maturity date of the securities was August 18, 2029; however, Great Western redeemed the securities on August 18, 2004. On

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Borrowed funds come primarily from three sources, Federal Home Loan Bank borrowings, Great Western’s notes payable to an unaffiliated bank and the sale of subordinated capital notes to an affiliate. Interest is due quarterly to the unaffiliated bank at either the lender’s cost of funds plus 1.75% per annum or the LIBOR rate plus 1.50% (fixed for periods of up to 180 days) per annum, at the option of Great Western. The maturity date of the outstanding debt with the unaffiliated bank is March 23, 2006; and the maturity dates of the subordinated capital notes to an affiliate are March 23, 2011. On August 12, 1999, Great Western caused to be issued $20,400,000 of company obligated mandatorily redeemable preferred securities of a subsidiary trust, with interest due at 10% per annum payable quarterly. The maturity date of the securities is August 18, 2029, however Great Western redeemed the securities on August 18, 2004. On March 19, 2001 Great Western caused to be issued $27,600,000 of company obligated mandatorily redeemable preferred securities of a subsidiary trust, with interest due at 9.75% per annum payable quarterly. The maturity date of the securities is March 19, 2031. On October 29, 2002, Great Western caused to be issued $10,000,000 of company obligated mandatorily redeemable preferred securities of a subsidiary trust, with interest payable quarterly at three month LIBOR plus 345 basis points, set quarterly. On December 17, 2003, Great Western caused to be issued $22,400,000 of company obligated mandatorily redeemable preferred securities of a subsidiary trust, with interest payable quarterly at three month LIBOR plus 285 basis points, set quarterly. On March 31, 2004, Great Western caused to be issued $25,000,000 of company obligated mandatorily redeemable preferred securities of a subsidiary trust, with interest payable quarterly at three month LIBOR plus 270 basis points, set quarterly.

CAPITAL RESOURCES

Great Western monitors compliance with bank and bank holding company regulatory capital requirements, focusing primarily on risk-based capital guidelines. As indicated in the table immediately below, at June 30, ~~2004~~2005, Great Western was above the total capital minimum requirements. Under the risk-based capital method of capital measurement, the ratio computed is dependent upon the amount and composition of assets recorded on the balance sheet, and the amount and composition of off-balance sheet items, in addition to the level of capital. Included in the risk-based capital method are two measures of capital adequacy, core capital and total capital, which consist of core and supplementary capital.

The following tables present Great Western’s capital ratios as of the indicated dates.

	Risk-Based Capital Ratios
	June 30, 2004				June 30, 2003
	June 30, 2005				June 30, 2004
	Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Core (Tier I) capital	$	~~140~~161,~~099~~759	7.2116	%	$	~~115~~140,~~058~~099	67.7621	%
Minimum requirement		7790,~~722~~310	4.00			6877,~~037~~722	4.00
Excess	$	6271,~~377~~449	3.2116	%	$	4762,~~021~~377	23.7621	%
Total capital	$	~~256~~264,~~535~~637	1311.2072	%	$	~~190~~256,~~323~~535	1113.1920	%
Minimum requirement		~~155~~180,~~444~~620	8.00			~~136~~155,~~074~~444	8.00
Excess	$	~~101~~84,~~091~~017	53.2072	%	$	54101,~~249~~091	35.1920	%
Total risk-weighted assets	$	12,~~943~~257,~~048~~745			$	1,~~700~~943,~~925~~048
	Leverage Ratios
	June 30, 2005				June 30, 2004
	Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Core capital	$	161,759	6.10	%	$	140,099	5.90	%
Minimum requirement		106,058	4.00			95,036	4.00
Excess	$	55,701	2.10	%	$	45,063	1.90	%
Average total adjusted assets	$	2,651,458			$	2,375,904

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	Leverage Ratios
	June 30, 2004				June 30, 2003
	Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Core capital	$	140,099	5.90	%	$	115,058	5.55	%
Minimum requirement		95,036	4.00			82,905	4.00
Excess	$	45,063	1.90	%	$	32,153	1.55	%
Average total adjusted assets	$	2,375,904			$	2,072,625

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

Through the normal course of operations, Great Western enters into certain contractual obligations and other commitments. These obligations generally relate to funding of operations through debt issuances as well as leases for premises and equipment. As a financial institution, Great Western enters into off-balance sheet agreements including commitments to extend credit, standby letters of credit and financial guarantees on loans sold with recourse and other contingent obligations.

OFF-BALANCE SHEET ARRANGEMENTS

Great Western is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. They involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets. Great Western’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. A summary of Great Western’s commitments (in thousands) is as follows:

	June 30,
	2004		2003
	2005		2004
Commitments to extend credit	$	~~381~~475,~~151~~641	$	~~394~~381,~~032~~151
Letters of credit		1417,~~464~~144		1014,~~879~~464

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued by Great Western to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Great Western evaluates each customer’s credit worthiness on a case-by-case basis. The credit and collateral policy for commitments and letters of credit is comparable to that for granting loans.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

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The following presents Great Western’s other contractual obligations at June 30, ~~2004~~2005:

	Payments Due by Period
	Less than1 year		1-3 years		3-5 years		More than5 years		Total
	(In Thousands)
Long-term debt (a)	$	30,097	$	43,000	$	23,058	$	55,900	$	152,055
Long-term debt (1)	$	80,304	$	75,058	$	12,700	$	60,765	$	228,827
Subordinated debentures (b)		—		—		—		108,662		108,662
Subordinated debentures (2)		—		—		—		87,631		87,631
Certificates of deposit (c)		426,928		359,203		106,171		41,616		933,918
Certificates of deposit (3)		602,501		367,995		98,107		1,377		1,069,980
Operating lease obligations		1,~~196~~435		12,~~446~~430		~~586~~1,807		12,~~048~~698		48,~~276~~370
Purchase obligations		71,~~972~~891		46—		—		—		81,~~018~~891
Totals	$	~~466~~686,~~193~~131	$	~~403~~445,~~695~~483	$	~~129~~112,~~815~~614	$	~~207~~152,~~226~~471	$	1,~~206~~396,~~929~~699

(a1) See Note 11 to the Consolidated Financial Statements.

(b2) See Note 12 to the Consolidated Financial Statements.

(c3) See Note 9 to the Consolidated Financial Statements.

IMPACT OF INFLATION

The effects of inflation on the local economy and on Great Western’s operating results have been relatively modest for the past several years. Because substantially all of Great Western’s assets and liabilities are monetary in nature, such as cash, securities, loans and deposits, their values are less sensitive to the effects of inflation than to changes in interest rates, which do not necessarily change in accordance with inflation rates. Great Western attempts to control the impact of interest rate fluctuations by managing the relationship between its interest rate sensitive assets and liabilities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk arises when an interest-earning asset matures, is called, is prepaid or when such asset’s rate of interest changes in a time frame different from that of the supporting interest-bearing liability. Great Western seeks to control the risk of significant adverse effects on Great Western’s net interest income caused by interest rate changes.

Great Western does not attempt to match each interest-earning asset with a specific interest-bearing liability. Instead, as shown in the table below, it aggregates all of its interest-earning assets and interest-bearing liabilities to determine the difference between the two in specific time frames. This difference is known as the rate-sensitivity gap. A positive gap indicates that more interest-earning assets than interest-bearing liabilities mature in a time frame, and a negative gap indicates the opposite. Maintaining a balanced rate-sensitivity gap will reduce the risk associated with interest rate changes, but it will not guarantee a stable interest rate spread since various rates within a particular time frame may change by differing amounts and in different directions. Management regularly monitors the rate-sensitivity gap and considers this position in its decisions with regards to interest rates and maturities for interest-earning assets acquired and interest-bearing liabilities issued or accepted.

The following table shows the ratio of the cumulative gap to total assets to be (21.~~95)~~02% at the less than three-month interval, (1410.1587)% at the three-month to less than one-year interval and 87.1208% at the one to five year interval at June 30, ~~2004~~2005. Currently, Great Western is in a liability-sensitive position in the near term. Great Western had $~~727~~785,~~387~~760,000 of interest-bearing

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demand, savings and money market deposits at June 30, ~~2004~~2005 that are somewhat less rate-sensitive. Excluding these deposits, Great Western’s interest-sensitive ratio would have been 912.4354% at the less than three-month interval, 79.2125% at the three month to less than one-year interval and 3532.0689% at the one to five year interval at June 30, ~~2004~~2005. The interest sensitivity position is presented as of a point in time and can be modified to some extent by management as changing conditions dictate.

The following table shows the interest rate sensitivity position of Great Western at June 30, ~~2004~~2005:

	Estimated Maturity or Repricing at June 30, 2004
	Estimated Maturity or Repricing at June 30, 2005
	Less Than ThreeMonths			ThreeMonths toLess Than One Year			One to Five Years			Over Five Years			Total
	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned fees	$	~~599~~779,~~005~~740		$	~~290~~308,~~068~~343		$	~~873~~946,~~310~~950		$	9294,~~475~~074		$	12,~~854~~129,~~858~~107
Investment securities:
Taxable		1112,~~873~~069			1143,~~276~~916			~~244~~213,~~209~~454			5873,~~324~~208			~~325~~342,~~682~~647
Tax exempt		~~241~~830			23,~~489~~184			17,~~974~~990			1819,~~461~~414			3941,~~165~~418
Federal funds sold and other		2615,~~643~~608			—			99—			—			2615,~~742~~608
Total interest-earning assets		~~637~~808,~~762~~247			~~303~~355,~~833~~443			1,~~135~~178,~~592~~394			~~169~~186,~~260~~696			2,~~246~~528,~~447~~780
Interest-bearing liabilities:
Deposits:
Demand, savings and money market deposits	$	~~300~~315,~~843~~553		$	~~218~~235,~~216~~728		$	~~135~~155,~~589~~903		$	7278,~~739~~576		$	~~727~~785,~~387~~760
Time deposits		~~175~~200,~~316~~136			~~350~~426,~~366~~180			~~406~~443,~~128~~269			~~2,108~~395			~~933~~1,~~918~~069,980
Federal funds purchased and securities sold under agreements to repurchase		9497,~~955~~690			~~723~~114			~~132~~160			—			9597,~~810~~964
Federal Home Loan Bank Advances and other		21,442			6,655			52,558			34,700			115,355
Federal home loan bank advances and other		61,105			19,200			87,258			14,564			182,127
Notes payable		3646,700			—			—			—			3646,700
Subordinated debentures		8059,~~207~~177			—			—			28,~~455~~454			~~108~~87,~~662~~631
Total interest-bearing liabilities	$	~~709~~780,~~463~~361		$	~~575~~681,~~960~~222		$	~~594~~686,~~407~~590		$	~~138~~121,~~002~~989		$	2,~~017~~270,~~832~~162
Interest rate gap	$	~~(71~~27,~~701~~886	)	$	(~~272~~325,~~127~~779	)	$	~~541~~491,~~185~~804		$	3164,~~258~~707		$	~~228~~258,~~615~~618
Cumulative interest rate gap at June 30, 2004	$	(71,701	)	$	(343,828	)	$	197,357		$	228,615
Cumulative interest rate gap at June 30, 2005	$	27,886		$	(297,893	)	$	193,911		$	258,618
Cumulative interest rate gap to total assets		(21.9502	)%		(1410.1587	)%		87.1208	%		9.4144	%

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The following table indicates that at June 30, ~~2004~~2005, if there had been a sudden and sustained increase or decrease in prevailing market interest rates, Great Western’s ~~2004~~2005 interest income would be expected to increase with an increase in rates and decrease with a decrease in rates.

	Netinterestincome		(Decrease)Increase		PercentChange
	Net interest income		(Decrease) Increase		Percent Change
	(dollars in thousands)
Changes in Interest Rates
200 basis point rise	$	86103,~~459~~666	~~843~~3,182		3.9817	%
100 basis point rise		86102,~~037~~075	~~421~~1,591		1.4958
Base rate scenario		85100,~~616~~484	0—		~~0.00~~—
100 basis point decline		8397,~~387~~147	(23,~~229~~337	)	(23.6032	)
200 basis point decline		7893,~~876~~810	(6,~~740~~674	)	(76.8764	)

The following table indicates that at June 30, ~~2003,~~2004 if there had been a sudden and sustained increase or decrease in prevailing market interest rates, Great Western’s ~~2003~~2004 ~~net~~ interest income would be expected to ~~decrease,~~increase ~~while~~with aan ~~decrease~~increase in rates ~~would~~and ~~indicate~~decrease anwith ~~increase~~a decrease in ~~income~~rates.

	Netinterestincome		(Decrease)Increase		PercentChange
	Net interest income		(Decrease) Increase		Percent Change
	(dollars in thousands)
Changes in Interest Rates
200 basis point rise	$	7386,~~896~~459	~~(2,969~~843	)	(3.8698	)%
100 basis point rise		7586,~~380~~037	~~(1,485~~421	)	(1.9349	)
Base rate scenario		7685,~~865~~616	0—		~~0.00~~—
100 basis point decline		7883,~~350~~387	1(2,~~485~~229	)	1(2.9360	)
200 basis point decline		7978,~~834~~876	2(6,~~969~~740	)	3(7.8687	)

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of Great Western at June 30, ~~2004~~2005 and ~~2003~~2004, together with the Report of the Independent ~~Auditor’s~~Registered ~~Report~~Public Accounting Firm, are included in this Form 10-K below.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Great~~There ~~Western~~has ~~filed~~been ano current report on Form 8-K ~~(Item 4) during the quarter ended March 31, 2003. The Form 8-K was~~ filed onwithin ~~March~~24 3,months ~~2003,~~prior ~~and~~to ~~reported~~ the ~~Audit~~date ~~Committee~~ of the ~~Board~~most ofrecent ~~Directors~~financial ofstatements ~~Great~~reporting ~~Western Bancorporation, Inc., notified McGladrey & Pullen, LLP that they were dismissed as Great Western’s independent auditor, effective February 27, 2003. The report included~~ a ~~letter~~change of ~~from~~accountants ~~McGladrey~~and/or &reporting ~~Pullen,~~disagreements ~~LLP~~on ~~regarding~~any ~~its~~matter ~~concurrence~~of ~~with~~accounting aprinciple ~~Great~~or ~~Western~~financial ~~Bancorporation, Inc.~~ statement ~~regarding change of accountants~~disclosure.

~~Great~~ ITEM ~~Western filed a current report on Form 8-K (Item 4) subsequent to the quarter ended March 31, 2003~~9A. ~~The~~CONTROLS ~~Form~~AND ~~8-K~~PROCEDURES was filed on April 1, 2003, and reported the Audit Committee of the Board of Directors of Great Western Bancorporation, Inc, engaged BKD, LLP, as its new auditor and BKD, LLP accepted such appointment.

Based upon their evaluation of the effectiveness of Great Western’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)), Deryl F. Hamann, Chairman of the Board, Chief Executive Officer, and James R. Clark, Chief Financial Officer, believe that Great Western’s disclosure controls and procedures were effective as of June 30, 2005.

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There were no significant changes in Great Western’s internal controls or in other factors that ~~ITEM~~could ~~9A.~~significantly ~~CONTROLS~~affect ~~AND~~these ~~PROCEDURES~~controls subsequent to June 30, 2005 through the date of this Annual Report on Form 10-K, including any corrective actions with regard to significant deficiencies and material weaknesses.

There were no significant changes in Great Western’s internal controls or in other factors that could significantly affect these controls subsequent to June 30, 2004 through the date of this Annual Report on Form 10-K, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 9B. OTHER INFORMATION

During the fourth quarter of the year covered by this Form 10-K, Great Western properly disclosed all reportable information required to be disclosed on Form 8-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of Great Western and their respective ages and positions as of the date of this report are as follows:

Name	Age	Position with Great Western	Position with Subsidiary
Deryl F. Hamann	7172	Chairman of the Board, CEO and Director	Chairman and Director of Great Western Bank, Watertown and Great Western Bank, Omaha
Daniel A. Hamann	4647	President, COO and Director	Chairman and Director of Great Western Bank, Clive; Vice Chairman and Director of Great Western Bank, Watertown and Great Western Bank, Omaha; Chairman and Director of Great Western Service Corporation
Daniel J. Brabec	4546	Executive Vice President and Director	President, CEO and Director of Great Western Bank, Omaha
Jeffory A. Erickson	4647	Director	President, CEO and Director of Great Western Bank, Watertown, Director of Great Western Service Corporation
Thomas B. Fischer	5758	Senior Vice President, Assistant Secretary and Director	None
Art N. Burtscher	5354	Director	Director of Great Western Bank, Omaha
Andrew C. Hove, Jr.	6970	Director	None
Robert W. Murray	6970	Director	None
Leo W. Smith II	6869	Director	Director of Great Western Bank, Omaha
James R. Clark	5354	CFO, Secretary and Treasurer	Vice President of Great Western Service Corporation
John L. Hendren	4950	None	President, CEO & Director of Great Western Bank, Clive, Iowa, Director of Great Western Service Corporation

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Deryl F. Hamann is the father of Daniel A. Hamann and the father-in-law of Daniel J. Brabec. All directors of Great Western hold office until the next meeting of stockholders or until their successors are elected and qualified.

Deryl F. Hamann. Mr. Hamann has been Chairman or President and CEO of Great Western since 1971. He is Chairman and Director of the affiliated Spectrum Financial Services, Inc. He is a Senior Counsel to the Omaha, Nebraska law firm of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP. The law firm is counsel to Great Western.

Daniel A. Hamann. Mr. Daniel Hamann has been President of Great Western since 1996 and served as Vice President of Great Western from 1992 to 1996. He is Chairman and Director of Great Western Bank, Clive; Vice Chairman and Director of Great Western Bank, Watertown and Great Western Bank, Omaha. He is Chairman and Director of Great Western’s banks’ subsidiary, Great Western Service Corporation. He is Chairman, President and Director of the affiliated Spectrum Life Insurance Company. He is Vice Chairman, Executive Vice President and Director of Spectrum Financial Services, Inc., an affiliate of Great Western.

Daniel J. Brabec. Mr. Brabec has served as Vice President of Great Western since 1992 and as Executive Vice President since 1999. Mr. Brabec served as Executive Vice President and Director of Great Western Bank, Watertown (successor by merger to Rushmore Bank & Trust) from 1993 until 1999, when he was named CFO, Secretary and Treasurer of Great Western. Mr. Brabec became President and CEO of Great Western Bank, Omaha in January 2001. He is an Executive Vice President and Director of the affiliated Spectrum Life Insurance Company. He is a Director of Spectrum Financial Services, Inc., an affiliate of Great Western.

Jeffory A. Erickson. Mr. Erickson has served as President and CEO of Great Western Bank, Watertown since 1995. He was elected a Director of Great Western in January 2002. Since July 2002 he has served as Vice Chairman and Chief Executive Officer of Rushmore Bank & Trust until its merger into Great Western Bank, Watertown in May 2003.

Thomas B. Fischer. Mr. Fischer has been President and Director of Spectrum Financial Services, Inc. an affiliate of Great Western since 1996. He was elected Senior Vice President, Assistant Secretary and Director of Great Western in 1997. From 1992 to 1996, Mr. Fischer was Vice President, General Counsel, and Secretary of FirsTier Financial, Inc., a multi-bank holding company headquartered in Omaha, Nebraska.

Art N. Burtscher. Mr. Burtscher is ~~Chairmen~~Chairman of McCarthy Group Advisors in Omaha. He has been a Director of Great Western since 2001. He is Director of Great Western Bank, Omaha, where he served as President from 1988 to 2001.

Andrew C. Hove, Jr. Mr. Hove (retired) was Vice Chairman and Acting Chairman of the Federal Deposit Insurance Corporation in Washington, DC, from 1990 to 2001. He is the former Chairman and CEO of the Minden Exchange Bank & Trust Company, Minden, Nebraska, where he had served for 30 years. Mr. Hove became a Director of Great Western in 2001.

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Andrew C. Hove, Jr. Mr. Hove (retired) was Vice Chairman and Acting Chairman of the Federal Deposit Insurance Corporation in Washington, DC, from 1990 to 2001. He is the former Chairman and CEO of the Minden Exchange Bank & Trust Company, Minden, Nebraska, where he had served for 30 years. Mr. Hove became a Director of Great Western in 2001.

Robert W. Murray. Mr. Murray is a Director of EMC National Life Company, Urbandale, Iowa. He is the former Vice Chairman of National Travelers Life Insurance Company, former Chairman and CEO of Mercantile Bank Iowa and former Chairman and CEO of Hawkeye Bancorporation. Mr. Murray became a Director of Great Western in 2001.

Leo W. Smith II. General Smith is ~~Acting~~Executive Director of the Durham Western Heritage Museum. He has been Director of Great Western Bank, Omaha since September 1998 and Director of Great Western since May 2001. Prior to his service as a Director with United Way of the Midlands in Omaha, Nebraska, General Smith was the last Vice Commander-In-Chief of the Strategic Air Command.

James R. Clark. Mr. Clark joined Great Western as Chief Financial Officer, Treasurer, and Secretary in August 2001. He is Vice President of Great Western’s banks’ subsidiary, Great Western Service Corporation. He is Secretary and Treasurer of the affiliated Spectrum Life Insurance Company. He is Vice President, Secretary and Treasurer of Spectrum Financial Services, Inc., an affiliate of Great Western. From 1994 to 1999, he was Vice President of Finance and Administration of (i)Structure, Inc. From 1977 to 1994, he held financial positions with Peter Kiewit Sons’, Inc., Omaha, Nebraska.

John L. Hendren. Mr. Hendren has served as President and CEO of Great Western Bank, Clive since August 2002. Since August 1986 he has served as President and CEO of Citizens Bank, Mt Ayr until its merger into Great Western Bank, Clive in February 2003. He served as a Director and Vice President of the former Citizens Bank of Princeton, Princeton, Missouri, since 1986 which merged into Great Western Bank, Clive in February 2003.

Great Western has no ~~ITEM~~board 11committees at the holding company level except an audit committee and an executive committee. ~~EXECUTIVE~~Great ~~COMPENSATION~~Western has an Audit Committee Charter in compliance with SEC and American Stock Exchange rules.

~~The~~Great ~~following~~Western ~~table~~has ~~presents~~four ~~the~~independent ~~cash~~directors, ~~compensation~~as ~~paid~~defined by ~~Great~~the ~~Western~~American Stock ~~and~~Exchange rules, that serve on its ~~subsidiaries~~audit tocommittee. ~~certain~~The ~~executive~~independent ~~officers~~audit ~~for~~committee ~~the~~members ~~fiscal~~are ~~years~~Mr. ~~2002~~Burtscher, ~~through~~Mr. ~~2004~~Hove, Mr. NoMurray, ~~other~~and ~~executive~~Mr. ~~officer~~Smith, Chairman of the audit committee. Great Western’s ~~received~~Board ~~compensation~~of ~~from~~Directors ~~Great~~has determined that all ~~Western~~of ~~exceeding~~the independent audit committee members are qualified as audit committee financial experts. The independent directors receive an annual retainer of $~~100~~15,000 plus $1,000 for ~~these~~attending ~~years~~a regular or special meeting of the Board of Directors. The independent directors receive $1,000 for attending a duly called meeting of the audit committee and $500 for attending a meeting of the audit committee on the same date as a full meeting of the Board of Directors. The audit committee chairman receives $1,500 for attending a duly called meeting of the audit committee and $750 for attending a meeting of the audit committee on the same date as a full meeting of the Board of Directors.

Name and Principal Position	Year	Salary		Bonus		All OtherCompensation(1)
Deryl F. Hamann, Chairman and Chief Executive Officer	200420032002	$	548,039533,891527,312	$	163,908159,135154,500	$	13,62520,30029,733
Daniel A. Hamann, President and Chief Operating Officer	200420032002	$	246,750240,500170,000	$	121,750118,7500	$	34,41247,23116,914
Daniel J. Brabec, Executive Vice President and Director	200420032002	$	246,719240,469181,245	$	163,35993,7500	$	49,47645,92518,009
James R. Clark, Chief Financial Officer, Secretary, Treasurer	20042003	$	152,500112,333	$	24,33328,000	$	11,8251,719

The Board of Directors has adopted a Code of Ethics that applies to all officers and employees of Great Western and its subsidiaries. The Code of Ethics includes provisions applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that constitute a “code of ethics” within the meaning of Item 406(b) of Regulation S-K. A copy of the Code of Ethics is available to any person without charge, upon written request, by contacting James R. Clark of Great Western Bancorporation, Inc., 9290 West Dodge Road, Suite 203, Omaha, Nebraska 68114, telephone number: (402) 333-8330.

(1) Amounts represent 401(k) Plan employer contributions, a portion of “Split-Dollar” insurance premiums prior to 2003, and amounts allocated under Phantom Stock Agreements. (See “Phantom Stock Agreements.”)

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ITEM 11. EXECUTIVE COMPENSATION

The following table presents the cash compensation paid by Great Western and its subsidiaries to certain executive officers for the fiscal years 2003 through 2005. No other executive officer of Great Western received compensation from Great Western exceeding $100,000 for these years.


						Other Annual Compensation
Name and Principal Position	Year	Salary		Bonus		401K Company Contributions		Phantom Stock Accrual
Deryl F. Hamann, Chairman and Chief Executive Officer	2005	$	564,009	$	—	$	13,963	$	—
	2004		548,039		163,908		13,625		—
	2003		533,891		159,135		20,300		—

Daniel A. Hamann, President and Chief Operating Officer	2005	$	254,000	$	125,000	$	13,656	$	16,985
	2004		246,750		121,750		13,490		13,585
	2003		240,500		118,750		16,472		11,166

Daniel J. Brabec, Executive Vice President and Director	2005	$	250,930	$	118,776	$	11,937	$	5,210
	2004		246,719		163,359		14,718		25,097
	2003		240,469		93,750		14,141		21,336

James R. Clark, Chief Financial Officer, Secretary, Treasurer	2005	$	157,500	$	39,833	$	13,214	$	—
	2004		152,500		24,333		11,825		—
	2003		112,333		28,000		1,719		—

Great Western does not have any compensatory stock option plan for its executive officers and directors. None of the directors or officers of Great Western have any options, warrants or other similar rights to purchase securities of Great Western.

Great Western’s ~~has~~Board nodoes ~~board~~not ~~committees~~have ata ~~the~~compensation ~~holding company level except an audit~~ committee ~~and an executive committee~~. ~~Great~~Deryl ~~Western has an Audit~~F. ~~Committee~~Hamann, ~~Charter in compliance~~ with ~~SEC~~Board ~~and~~approval, ~~American~~determines ~~Stock~~executive ~~Exchange~~compensation ~~rules.~~as ~~Great~~a ~~Western~~member ~~has~~of ~~four~~the ~~independent~~executive ~~directors to serve on its audit~~ committee.

INDEMNIFICATION

The articles of incorporation of Great Western provide that the board of directors is authorized to indemnify, in the manner and to the extent provided by the Iowa Business Corporation Act, any person entitled to indemnification there under. Generally under Iowa law, any individual who is made a party to a proceeding because the individual is or was a director may be indemnified if the individual acted in good faith and had reasonable basis to believe that: (1) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in the corporation’s best interests; and (2) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interest; and regarding any criminal proceedings, the individual had no reasonable cause to believe the individual’s conduct was unlawful. Iowa law also extends such indemnification to officers, employees, and agents of the corporation and further provides that an Iowa corporation may advance expenses to a director, officer, employee, or agent of the corporation. Great Western has adopted resolutions to implement such indemnity.

Iowa law also provides that an Iowa corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or ~~who, while a director, officer, employee, or agent of the corporation, is~~ or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by that individual in that capacity or arising from the individual’s status as a director, officer, employee, or agent. Great Western has not purchased such insurance.

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who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by that individual in that capacity or arising from the individual’s status as a director, officer, employee, or agent. Great Western has not purchased such insurance.

The indemnification and advancement of expenses provided by Iowa law are not exclusive of any other rights to which persons seeking indemnification or advancement of expenses are entitled under a provision in the articles of incorporation or bylaws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding office. However, such provisions, agreements, votes or other actions shall not provide indemnification for a breach of a director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, for a transaction from which the person seeking indemnification derives an improper personal benefit, or for liability for unlawful distributions.

Iowa law provides that a director is not liable for any action taken as a director, or any failure to take any action, as long as the director discharged his or her duties (1) in good faith, (2) with the care of an ordinarily prudent person in a like position would exercise under similar circumstances, and (3) in a manner the director reasonably believes to be in the best interests of the corporation.

~~-53-~~Great Western is not aware of any threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent.

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Great Western is not aware of any other threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent.

PHANTOM STOCK AGREEMENTS

Great Western’s subsidiary banks have phantom stock agreements with several senior bank officers, including Daniel A. Hamann, Chairman of Great Western Bank, Clive, Jeffory A. Erickson, President and CEO of Great Western Bank, Watertown, Daniel J. Brabec, President and CEO of Great Western Bank, Omaha, and John L. Hendren, President and CEO of Great Western Bank, Clive. Amounts are accrued for the officers based on their bank’s performance, 50% by achieving certain annual growth rates in net income and 50% by achieving certain annual rates of return on assets. Accumulated amounts are payable to the officers over ten years beginning at age 65 or prior due to death or permanent disability.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding beneficial ownership of common stock of Great Western as of ~~August~~September 312, ~~2004~~2005 by (1) each shareholder known by Great Western to be the beneficial owner of more than 5% of its outstanding common stock and (2) each director of Great Western and each named executive officer and (3) all directors and executive officers as a group. Based on information furnished by the owners, management believes that the stockholders listed below have sole investment and voting power regarding their shares, except that co-trustees share investment and voting power.

Name and Address of Beneficial Owner	SharesBeneficiallyOwned		Percentageof Class
Deryl F. Hamann 1500 Woodmen Tower Omaha, NE 68102	27,479	(1)	22.20	%
Deryl F. Hamann	27,193	(1)	21.99	%
Daniel A. Hamann 10834 Old Mill Road, Suite One Omaha, NE 68154	54,725.50	(2)(6)	44.20	%
1500 Woodmen Tower
Esther Hamann Brabec 10834 Old Mill Road, Suite One Omaha, NE 68154	57,027.50	(3)(6)	46.06	%
Omaha, NE 68102
Daniel J. Brabec 14545 West Center Road Omaha, NE 68144	505	(4)	*
Daniel A. Hamann	54,710.50	(2)(6)	44.25	%
Julie Hamann Hodgson 10834 Old Mill Road, Suite One Omaha, NE 68154	59,967.50	(5)(6)	48.44	%
9290 West Dodge Road, Suite 203
Art N. Burtscher 1125 So. 103rd St., Suite 450 Omaha, NE 68124	-0-		-0-
Omaha, NE 68114
Jeffory A. Erickson 35 First Ave NE Watertown, SD 57201	-0-		-0-
Esther Hamann Brabec	57,064.50	(3)(6)	46.15	%
Andrew C. Hove, Jr. 6610 Blue Ridge Lane Lincoln, NE 68516	-0-		-0-
9290 West Dodge Road, Suite 203
Robert W. Murray 1716 So. 42nd St. West Des Moines, IA 50265	-0-		-0-
Omaha, NE 68114
Leo W. Smith II 509 Windsor Drive Papillion, NE 68046	-0-		-0-
Thomas B. Fischer 10834 Old Mill Road, Suite One Omaha, NE 68154	-0-		-0-
James R. Clark 10834 Old Mill Road, Suite One Omaha, NE 68154	-0-		-0-
All executive officers and directors as a group (ten persons)	82,709.50		66.40	%

(1) Of this amount, an aggregate of 24,~~315~~834 shares are held by ~~five~~six separate trusts for which Mr. Hamann serves as trustee for the benefit of his children, Daniel A. Hamann, Esther Hamann Brabec, and Julie Hamann Hodgson. Mr. Hamann asbenefically ~~trustee~~ owns an additional 454 shares held by an affiliated company. In addition, Mr. Hamann owns 21,~~710~~905 shares individually.

(2) Of this amount, 2,~~151~~123 shares are owned by his revocable trust for which he serves as sole trustee, ~~261~~274 shares are owned by his spouse, and an aggregate of 37,017.75 shares are held by various Hamann family trusts for which he serves as co-trustee with Esther Hamann Brabec and Julie Hamann Hodgson and 14,841.75 shares are owned by him as trustee for Esther Hamann Brabec.

(3) Of this amount, 1,~~841~~813 shares are owned by her revocable trust for which she serves as sole trustee, ~~505~~518 shares are owned by her spouse, an aggregate of 37,017.75 shares are held by various Hamann family trusts for which she serves as co-trustee with Daniel A. Hamann and Julie Hamann Hodgson, and 17,~~209~~261.75 shares are owned by her as trustee for Julie Hamann Hodgson and her issue.

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Daniel J. Brabec	518	⁽⁴⁾		*
14545 West Center Road
Omaha, NE 68144

Julie Hamann Hodgson	60,079.50	⁽⁵⁾⁽⁶⁾	48.59	%
9290 West Dodge Road, Suite 203
Omaha, NE 68114

Art N. Burtscher	-0-		-0-
1125 So. 103^rd St., Suite 450
Omaha, NE 68124

Jeffory A. Erickson	-0-		-0-
35 First Ave NE
Watertown, SD 57201

Andrew C. Hove, Jr.	-0-		-0-
6610 Blue Ridge Lane
Lincoln, NE 68516

Robert W. Murray	-0-		-0-
1716 So. 42^nd St.
West Des Moines, IA 50265

Leo W. Smith II	-0-		-0-
509 Windsor Drive
Papillion, NE 68046

Thomas B. Fischer	-0-		-0-
9290 West Dodge Road, Suite 203
Omaha, NE 68114

James R. Clark	-0-		-0-
9290 West Dodge Road, Suite 203
Omaha, NE 68114

All executive officers and directors as a group (ten persons)	82,421.50		66.24	%

(4)	Does not include shares beneficially owned by his spouse. Mr. Brabec disclaims beneficial ownership of such shares.

(5) Of this amount, 2,~~074~~056 shares are owned by her revocable trust for which she serves as sole trustee, an aggregate of 37,017.75 shares are held by various Hamann family trusts for which she serves as co-trustee with Daniel A. Hamann and Esther Hamann Brabec, 3,~~075~~153 shares are owned by her as trustee for Esther Hamann Brabec’s issue and 17,~~346~~398.75 shares are owned by her as trustee for Daniel A. Hamann and his issue.

(6)	Mr. Hamann, Daniel A. Hamann, Esther Hamann Brabec and Julie Hamann Hodgson as trustee own an additional 454 shares held by an affiliated company.

*	Less than 1%.

-5556-

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Spectrum Life Insurance Company and Spectrum Financial Services, Inc. are affiliates of Great Western. Deryl F. Hamann and his children own them, directly or indirectly, individually or as trustee. Spectrum Life Insurance Company reinsures certain credit life, accident and health insurance policies sold by Great Western’s subsidiary banks and unaffiliated banks as agents for an unaffiliated insurance company. Spectrum Life Insurance Company reinsures certain of the mortality and morbidity risks under such policies in accordance with separate treaties with the unaffiliated insurance company, and received compensation from such insurance company of $1,~~057~~013,~~464~~596 during Great Western’s fiscal year ended June 30, ~~2004~~2005, $1,~~074~~057,~~368~~464 for the year ended June 30, ~~2003~~2004, and $~~945~~1,~~665~~074,368 for the year ended June 30, ~~2002~~2003, for assuming such reinsurance risks with respect to credit insurance originated by Great Western’s subsidiary banks. Great Western’s subsidiary banks receive a commission on such sales of credit insurance as permitted by applicable state law.

In addition, Spectrum Financial Services, Inc. receives a commission as general agent from the unaffiliated insurance company on such sales of credit insurance where permitted by law. Such commissions on credit life insurance originated by Great Western’s subsidiary banks was $2617,~~834~~635 during the fiscal year ended June 30, ~~2004~~2005, $5426,~~157~~834 during the fiscal year ended June 30, ~~2003~~2004, and $1754,~~091~~157 during the fiscal year ended June 30, ~~2002~~2003. Great Western believes that the foregoing arrangements are on terms similar to those which would be obtained with an unaffiliated party.

~~Spectrum~~The ~~Financial~~common ~~Services,~~stockholders ~~Inc.,~~of ~~until~~Great ~~the~~Western ~~sale~~formed ofCapital ~~its~~Investors, ~~subsidiary~~LLC ~~broker-dealer,~~in ~~Spectrum~~March 2001. Capital ~~Inc.~~Investors, onLLC ~~July~~is ~~15,~~owned ~~2003,~~by ~~placed~~common ~~investment~~stockholders ~~centers~~of ~~in banks, including the~~ Great Western’s ~~subsidiary~~for ~~banks~~the ~~and~~purpose ~~unaffiliated~~of ~~banks.~~financing ~~The investment centers engaged in~~ the ~~sale~~purchase of ~~life~~Great ~~insurance,~~Western’s ~~annuities,~~subordinated ~~mutual~~capital ~~funds~~notes. ~~and~~This ~~certain~~structure ~~other~~was ~~securities~~designed onto ~~the~~meet ~~premises~~requirements of the ~~banks~~ ~~under~~third ~~lease~~party ~~arrangements~~lender ~~and~~to ~~with~~Capital ~~joint~~Investors orand ~~common~~to ~~employees.~~qualify ~~Spectrum Financial Services, Inc. paid~~ Great Western’s ~~subsidiary~~subordinated ~~banks~~capital ~~lease~~notes ~~rentals~~as ~~based~~Tier onII ~~commissions~~capital ~~generated.~~for ~~Gross~~regulatory ~~commissions~~purposes. ~~originated from~~ Great Western~~’s banks~~ ~~were~~issued $~~762~~35,000,000 ~~during~~in ~~fiscal~~subordinated ~~year~~capital ~~ended~~notes. ~~June~~The ~~30,~~subordinated ~~2003,~~capital ~~and~~notes ~~$764,097~~bear ~~during~~interest ~~the~~at ~~fiscal~~a ~~year~~floating ~~ended~~rate ~~June~~of ~~30,~~one ~~2002.~~percent ~~Gross~~per ~~commissions~~annum ~~originated~~over ~~after~~the prime ~~June~~rate ~~30,~~and ~~2003~~will ~~and~~be ~~prior~~due toMarch ~~the~~23, ~~sale~~2011 ofwith ~~Spectrum~~interest ~~Capital,~~payable ~~Inc~~quarterly. onGreat ~~July~~Western ~~15,~~has ~~2003~~the ~~were~~right ~~immaterial. Each~~to ofprepay ~~Great~~the ~~Western’s~~subordinated ~~subsidiary~~capital ~~banks~~notes ~~received~~without ~~approximately~~penalty. ~~75%~~Depending ofupon the ~~amount~~availability of ~~gross~~funds ~~commissions~~and ~~generated~~Great ~~from~~Western’s ~~its~~capital ~~leased~~requirements, Great ~~space~~Western asintends ~~rental.~~to ~~Great~~prepay ~~Western~~the ~~believes~~subordinated ~~that~~capital ~~these~~notes ~~arrangements~~at ~~were~~the onrate ~~terms~~of ~~similar~~20% toof ~~those~~the ~~that~~original ~~would~~principal ~~be obtained~~amount ~~with~~each anyear ~~unaffiliated~~beginning ~~party~~in 2007 through 2011.

OnGreat ~~August~~Western 7Bank, ~~2000~~Omaha issued $10,000,000 ~~Great Western~~in ~~became~~subordinated ~~the~~capital ~~surviving~~notes ~~corporation~~on inJune a13, ~~merger~~2005. ~~with~~The ~~the~~subordinated ~~affiliated~~capital ~~Citizens~~notes ~~Corporation,~~bear ~~which~~interest ~~owned~~at ~~Citizens~~a ~~Bank,~~floating rate ~~Chariton,~~of ~~Iowa.~~one ~~The~~percent ~~Hamann~~per ~~family~~annum orover ~~their~~the ~~interests~~prime ~~owned~~rate ~~beneficially~~and ~~all~~will ofbe ~~the~~due ~~stock~~June to13, ~~all~~2015 ~~parties~~with tointerest ~~the~~payable ~~merger~~quarterly. InThe ~~the merger,~~initial ~~the~~interest ~~Hamann~~rate ~~family~~is or7.00% ~~their~~and ~~interests~~is ~~received~~reset aquarterly ~~total~~on ofJuly 71,~~584~~ ~~shares~~October of1, ~~common~~January ~~stock~~1, ofand ~~Great~~April ~~Western~~1. ~~Shortly~~Great ~~prior~~Western toBank, ~~the~~Omaha ~~merger~~ has the ~~Hamann~~right, ~~family~~subject orto ~~their~~regulatory ~~interests~~approval, ~~received~~to ~~10%~~prepay the subordinated capital notes ofwithout ~~Citizens~~penalty. ~~Corporation,~~Great ~~having a~~Western’s ~~face~~obligations ~~amount~~under ofits ~~$1,200,000~~preferred ~~due~~securities ~~December~~guarantee ~~31,~~and ~~2010,~~the asjunior asubordinated ~~distribution~~debentures ofare ~~income~~unsecured ~~received~~and ~~while~~rank ~~Citizens~~junior ~~Corporation~~to Great ~~was~~Western anand ~~“S” corporation.~~ Great Western ~~assumed~~Bank, ~~the~~Omaha’s ~~liability~~obligations onunder ~~the~~its subordinated capital notes ~~in the merger~~.

~~The~~Capital ~~common~~Investors ~~stockholders~~negotiated ofa ~~Great~~loan ~~Western~~from ~~formed~~an ~~Capital~~unaffiliated ~~Investors~~bank of $35,000,000 ~~LLC~~to ~~in March~~purchase ~~2001.~~Great ~~Capital~~Western’s ~~Investors,~~subordinated ~~LLC~~capital isnotes. ~~owned~~The byloan ~~common~~terms include ~~stockholders~~the ofoption ~~Great~~to ~~Western~~either ~~for~~fix the ~~purpose~~rate of ~~financing~~interest at the ~~purchase~~one ofto ~~Great~~five-year ~~Western~~treasury rate plus 350 basis points but not less than the lender’s ~~subordinated~~cost ~~capital~~of ~~notes.~~funds ~~This~~plus ~~structure~~250 ~~was~~basis ~~designed~~points, or to ~~meet~~select ~~requirements~~a rate of ~~the~~interest ~~third~~at ~~party~~LIBOR plus 215 basis ~~lender~~points, which was reduced to ~~Capital~~190 ~~Investors~~basis ~~and~~points on December 29, 2004, fixed at intervals ranging from 30 days to ~~qualify~~180 ~~Great~~days. ~~Western’s~~Interest ~~subordinated~~is ~~capital~~payable ~~notes~~quarterly ason ~~Tier~~the IIloan ~~capital~~and ~~for~~principal ~~regulatory~~due ~~purposes~~March 23, 2006, but expected to be payable in equal installments annually in each year beginning 2007 through 2011. ~~The~~Capital Investors collateralized its borrowing by pledging the subordinated capital notes ~~bear~~to ~~interest~~the atunaffiliated abank. ~~floating~~In ~~rate~~addition, the stockholders of ~~one~~Great ~~percent~~Western pledged their common stock as additional collateral for Capital Investors’ loan.

-5657-

~~per~~Capital ~~annum~~Investors ~~over~~negotiated ~~prime~~a ~~rate~~loan ~~and~~from ~~will~~an beunaffiliated ~~due~~bank ~~March~~of 23$10,000,000 ~~2011~~to ~~with~~purchase ~~interest payable quarterly.~~ Great Western Bank, ~~has~~Omaha’s ~~the~~subordinated ~~right~~capital tonotes. ~~prepay~~The ~~the~~loan ~~subordinated~~bears ~~capital notes~~interest ~~without~~at ~~penalty.~~a ~~Depending~~floating ~~upon~~rate ~~the~~of ~~availability~~150 ofbasis ~~funds~~points ~~and~~above ~~Great~~the ~~Western’s~~Eurodollar ~~capital~~rate ~~requirements,~~fixed ~~Great~~at ~~Western~~intervals ~~intends~~ranging tofrom ~~prepay~~30 ~~the~~to ~~subordinated~~90 ~~capital~~days. ~~notes~~The atinitial ~~the~~interest rate ofis 204.89%. ofInterest ~~the~~is ~~original~~payable ~~principal~~quarterly and ~~amount~~the ~~each~~principal ~~year~~is ~~beginning~~due ~~in 2007~~on ~~through~~June ~~2011~~13, 2010. ~~Great~~Capital ~~Western’s~~Investors ~~obligations~~collateralized ~~under~~ its ~~preferred~~borrowing ~~securities~~by ~~guarantee~~pledging ~~and~~ the ~~junior~~ subordinated ~~debentures~~capital ~~are~~notes ~~unsecured~~to ~~and~~the ~~rank~~unaffiliated ~~junior~~bank. toIn addition, the stockholders of Great Western’s ~~obligations~~pledged ~~under~~their ~~its~~common ~~subordinated~~stock ~~capital~~as ~~notes~~additional collateral for Capital Investors’ loan.

Capital Investors negotiated a loan from an unaffiliated bank of $35,000,000 to purchase Great Western’s subordinated capital notes. The loan terms include the option to either fix the rate of interest at the one to five-year treasury rate plus 350 basis points but not less than the lender’s cost of funds plus 250 basis points, or to select a rate of interest at LIBOR plus 215 basis points fixed at intervals ranging from 30 days to 180 days. Interest is payable quarterly on the loan and principal due March 23, 2006, but expected to be payable in equal installments annually in each year beginning 2007 through 2011. Capital Investors collateralized its borrowing by pledging the subordinated capital notes to the unaffiliated bank. In addition, the stockholders of Great Western pledged their common stock as additional collateral for Capital Investors’ loan.

Daniel A. Hamann, Esther Hamann Brabec and Julie Hamann Hodgson, children of Deryl F. Hamann were parties to a Split Dollar Agreement dated July 12, 1995 pursuant to which Great Western paid premiums for insurance on the life of Deryl F. Hamann which are to be repaid upon maturity of the policy. See Exhibit Document 10.7. On August 14, 2003, the owners assigned sole ownership of the policy to Great Western and made Great Western sole beneficiary of the policy.

Deryl F. Hamann is Senior Counsel to the law firm of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP, Omaha, Nebraska. The law firm is counsel to Great Western. See “Legal Proceedings.” Mr. Hamann devotes approximately 5% of his time to law firm matters, 90% to Great Western matters, and the remaining 5% to other interests.

Great Western and its subsidiaries have had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, executive officers, their immediate families and affiliated companies in which they have 10% or more beneficial ownership (commonly referred to as related parties). These transactions (1) were made in the ordinary course of business, (2) were made on substantially the same terms, including interest rates, and collateral, as those prevailing at the time for comparable transactions with other persons, and (3) did not involve more than the normal risk of collectibility or present other unfavorable features.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to Great Western for fiscal year ended June 30, ~~2004~~2005 and June 30, ~~2003~~2004 by BKD, LLP, Great Western’s principal accounting firm.

	Year Ended June 30,
	2004		2003
	2005		2004
	(In thousands)
Audit Fees	$	~~102~~138	$8	102
Audit related Fees (a)		12	0
Audit related Fees (1)		1		12
Tax Fees		12	0
Tax Fees (2)		27		12
All other fees		0—	0	—
Total Fees	$	~~126~~166	$8	126

(a1) Research and discussions on new accounting pronouncements.

~~Auditor~~(2) ~~Fees~~Research ~~Pre-approval~~and ~~Policy.~~preparation ~~In 2003, the Audit Committee adopted a formal policy concerning approval~~ of ~~audit~~federal and ~~non-audit~~state ~~services~~income totax ~~be provided by the independent auditor to Great Western~~returns. The policy requires that all services BKD, LLP, Great Western’s independent auditor, may provide to Great Western, including audit services and permitted audit-related and non-audit services, be approved by the Audit Committee. The Committee approved all audit and non-audit services provided by BKD, LLP during fiscal 2004.

Auditor Fees Pre-approval Policy. In 2003, the Audit Committee adopted a formal policy concerning approval of audit and non-audit services to be provided by the independent auditor to Great Western. The policy requires that all services BKD, LLP, Great Western’s independent auditor, may provide to Great Western, including audit services and permitted audit-related and non-audit services, be approved by the Audit Committee. The Committee approved all audit and non-audit services provided by BKD, LLP during fiscal 2005.

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PART IV

ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES ~~AND REPORTS ON FORM 8-K~~

(a)

Documents filed with this report.

(1) See index to Consolidated Financial Statements on page F-1 of this report.

(2) All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the Consolidated Financial Statements or notes thereto.

(3) Exhibits

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(a) (3) EXHIBITS

REGULATIONS-K EXHIBITNUMBER	DOCUMENT	REFERENCETO PRIORFILING OR EXHIBIT NUMBER ATTACHED HERETO	SEQUENTIAL PAGE NUMBER ~~WHEREATTACHED~~WHERE ATTACHED EXHIBITS ARELOCATED ~~INTHIS~~IN ~~FORM~~THISFORM 10-KREPORT
2.2	Agreement and Plan of Merger dated May 25, 2000, between Great Western Bancorporation, Inc. and Citizens Corporation.	(2)	Not Applicable
2.3	Agreement dated November 14, 2000, between Jack K. Harvey and Great Western Securities, Inc.	(2)	Not Applicable
2.4	Agreement and Plan of Merger dated December 16, 2000, between Great Western Bancorporation, Inc. and Great Western Securities, Inc.	(2)	Not Applicable
3.1	Articles of Amendment to Articles of Incorporation of Great Western Bancorporation, Inc.	(1)	Not Applicable
3.2	Bylaws of Great Western Bancorporation, Inc.	(1)	Not Applicable
4.1	Form of Subordinated Indenture dated August 18, 1999, entered into between the Registrant and Wilmington Trust Company, as Indenture Trustee.	(1)	Not Applicable
4.1	Form of Subordinated Indenture dated March 19, 2001 entered into between the Registrant and Wilmington Trust Company, as Indenture Trustee.	(2)	Not Applicable
4.1	Form of Subordinate Indenture dated October 29, 2002 entered into between the Registrant and Wilmington Trust Company as Indenture Trustee.	(89)	Not Applicable
4.1	Form of Subordinated Indenture dated December 17, 2003, entered into between the Registrant and U.S. Bank National Association, as Indenture Trustee.	(910)	Not Applicable
4.1	Form of Subordinated Indenture dated March 31, 2004, entered into between the Registrant and JP Morgan Chase Bank, as Indenture Trustee.	(1011)	Not Applicable
4.2	Form of Junior Subordinated Debenture.	(1)	Not Applicable
4.2	Form of Junior Subordinated Debenture.	(2)	Not Applicable
4.2	Form of Junior Subordinated Debenture.	(8)	Not Applicable
4.2	Form of Junior Subordinated Debenture.	(9)	Not Applicable
4.2	Form of Junior Subordinated Debenture.	(10)	Not Applicable
4.2	Form of Junior Subordinated Debenture.	(11)	Not Applicable
4.3	Certificate of Trust of GWB Capital Trust I.	(1)	Not Applicable
4.3	Certificate of Trust of GWB Capital Trust II.	(2)	Not Applicable
4.3	Certificate of Trust of GWB Capital Trust III.	(89)	Not Applicable
4.3	Certificate of Trust of Great Western Statutory Trust IV.	(910)	Not Applicable
4.3	Certificate of Trust of GWB Capital Trust V.	(10)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust I dated as of June 11, 1999.	(1)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust II dated as of January 4, 2001.	(2)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust III dated as of October 15, 2002.	(8)	Not Applicable
4.4	Trust Agreement of Great Western Statutory Trust IV dated as of December 3, 2003.	(9)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust V dated as of March 29, 2004.	(10)	Not Applicable
4.5	Form of Amended and Restated Trust Agreement of GWB Capital Trust I dated August 18, 1999.	(1)	Not Applicable

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4.3	Certificate of Trust of GWB Capital Trust V.	(11)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust I dated as of June 11, 1999.	(1)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust II dated as of January 4, 2001.	(2)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust III dated as of October 15, 2002.	(8)	Not Applicable
4.4	Trust Agreement of Great Western Statutory Trust IV dated as of December 3, 2003.	(9)	Not Applicable
4.4	Trust Agreement of GWB Capital Trust V dated as of March 29, 2004.	(10)	Not Applicable
4.5	Form of Amended and Restated Trust Agreement of GWB Capital Trust I dated August 18, 1999.	(1)	Not Applicable
4.5	Form of Amended and Restated Trust Agreement of GWB Capital Trust II dated March 19, 2001.	(2)	Not Applicable
4.5	Form of Amended and Restated Trust Agreement of GWB Capital Trust III dated October 29, 2002.	(89)	Not Applicable
4.5	Form of Amended and Restated Trust Agreement of Great Western Statutory Trust IV dated December 17, 2003.	(910)	Not Applicable
4.5	Form of Amended and Restated Trust Agreement of GWB Capital Trust V dated March 31, 2004.	(1011)	Not Applicable
4.6	Form of Preferred Security Certificate of GWB Capital Trust I.	(1)	Not Applicable
4.6	Form of Preferred Security Certificate of GWB Capital Trust II.	(2)	Not Applicable
4.6	Form of Preferred Security Certificate of GWB Capital Trust III.	(89)	Not Applicable
4.6	Form of Preferred Security Certificate of Great Western Statutory Trust IV	(910)	Not Applicable
4.6	Form of Preferred Security Certificate of GWB Capital Trust V.	(1011)	Not Applicable
4.7	Form of Preferred Securities Guarantee Agreement.	(1)	Not Applicable
4.7	Form of Preferred Securities Guarantee Agreement.	(2)	Not Applicable
4.7	Form of Preferred Securities Guarantee Agreement.	(8)	Not Applicable
4.7	Form of Preferred Securities Guarantee Agreement.	(9)	Not Applicable
4.7	Form of Preferred Securities Guarantee Agreement.	(10)	Not Applicable
4.7	Form of Preferred Securities Guarantee Agreement.	(11)	Not Applicable
4.8	Form of Agreement as to Expenses and Liabilities.	(1)	Not Applicable
4.8	Form of Agreement as to Expenses and Liabilities.	(2)	Not Applicable
4.8	Form of Agreement as to Expenses and Liabilities.	(8)	Not Applicable
4.8	Form of Agreement as to Expenses and Liabilities.	(9)	Not Applicable
4.8	Form of Agreement as to Expenses and Liabilities.	(10)	Not Applicable
4.8	Form of Agreement as to Expenses and Liabilities.	(11)	Not Applicable
4.9	Revised Form of Great Western’s Subordinated Capital Notes due 2011.	(3)	Not Applicable
4.10	Form of Great Western Bank, Omaha’s Capital Notes due 2015.	(12)	Not Applicable
10.1	Time Note dated July 18, 2000, between Great Western Bancorporation, Inc., as borrower, and LaSalle Bank National Association.	(2)	Not Applicable
10.3	Agreement for Advances, Pledge and Security Agreement dated September 11, 1995, between Federal Home Loan Bank of Des Moines and Rushmore Bank & Trust. (Registrant’s other subsidiary banks have identical agreements).	(1)	Not Applicable
10.4	Form of CMS™ Agency Agreement (reverse repurchase agreement) between Great Western Bank, Watertown and its customers.	(1)	Not Applicable
10.5	Phantom Stock Long-Term Incentive Plan dated April 30, 2003, between Daniel A. Hamann and Great Western Bank, Clive.	(6)	Not Applicable
10.6	License Agreement dated September 5, 1997 between Jack Henry & Associates, Inc. and Great Western Service Corporation.	(1)	Not Applicable
10.7	Split-Dollar Agreement dated July 12, 1995 among Great Western and Daniel A. Hamann, Esther Hamann Brabec and Julie Hamann Hodgson.	(1)	Not Applicable
10.8	Phantom Stock Long-Term Incentive Plan dated January 24, 2000, between Jeffory A. Erickson and Great Western Bank, Watertown.	(5)	Not Applicable
10.9	Phantom Stock Long-Term Incentive Plan dated January 17, 2001, between Daniel J. Brabec and Great Western Bank, Omaha.	(5)	Not Applicable
12.1	Statement re Computation of Ratios.	(7)
21	Subsidiaries of Registrant.	(7)
24.1	Power of Attorney for Art N. Burtscher.	(4)	Not Applicable
24.2	Power of Attorney for Andrew C. Hove, Jr.	(4)	Not Applicable
24.3	Power of Attorney for Robert W. Murray.	(4)	Not Applicable
24.4	Power of Attorney for Leo W. Smith.	(4)	Not Applicable
24.5	Power of Attorney for Jeffory A. Erickson.	(5)	Not Applicable

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31.1	Chief Executive Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(7)
10.8	Phantom Stock Long-Term Incentive Plan dated January 24, 2000, between Jeffory A. Erickson and Great Western Bank, Watertown.	(5)	Not Applicable
31.2	Chief Financial Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(7)
10.9	Phantom Stock Long-Term Incentive Plan dated January 17, 2001, between Daniel J. Brabec and Great Western Bank, Omaha.	(5)	Not Applicable
32.1	Chief Executive Officer’s Certificate Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(7)
10.10	Amendment to Phantom Stock Long-Term Incentive Plan dated January 31, 2005, between Daniel J. Brabec, Jeffory A. Erickson, Daniel A. Hamann and Great Western Bancorporation, Inc.	(8)
32.2	Chief Financial Officer’s Certificate Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(7)
10.11	Amendment to Bonus Plan dated January 31, 2005, between Daniel J. Brabec, Jeffory A. Erickson, and Great Western Bancorporation, Inc.	(8)
12.1	Statement re Computation of Ratios.	(8)
21	Subsidiaries of Registrant.	(8)
24.1	Power of Attorney for Art N. Burtscher.	(8)
24.2	Power of Attorney for Andrew C. Hove, Jr.	(8)
24.3	Power of Attorney for Robert W. Murray.	(8)
24.4	Power of Attorney for Leo W. Smith.	(8)
24.5	Power of Attorney for Jeffory A. Erickson.	(8)
31.1	Chief Executive Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(8)
31.2	Chief Financial Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	(8)
32.1	Chief Executive Officer’s Certificate Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(8)
32.2	Chief Financial Officer’s Certificate Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	(8)

(1)	Filed as exhibits to Great Western’s Form S-1 registration statement filed on June 11, 1999, (File No. 333-80551) pursuant to Section 5 of the Securities Act of 1933.

(2)	Filed as exhibits to Great Western’s Form S-1 registration statement filed on January 12, 2001 (File No. 333-53644) pursuant to Section 5 of the Securities Act of 1933.

(3)	Filed as an exhibit to Great Western’s Form S-1 registration statement filed on February 28, 2001 (File No. 333-53644) pursuant to Section 5 of the Securities Act of 1933.

(4)	Filed as an exhibit to Great Western’s Annual Report on Form 10-K for the year ended June 30, 2001 and incorporated herein by reference.

(5)	Filed as an exhibit to Great Western’s Annual Report on Form 10-K for the year ended June 30, 2002 and incorporated herein by reference.

(6)	Filed as an exhibit to Great Western’s Annual Report on Form 10-K for the year ended June 30, 2003 and incorporated herein by reference.

(7) Filed ~~herewith~~as an exhibit to Great Western’s Annual Report on Form 10-K for the year ended June 30, 2004 and incorporated herein by reference.

(8) ~~Pursuant~~Filed to Item 601 (b) (4) (iii) (A) of Regulation S-K, upon request of the Commission, Great Western agrees to furnish a copy of instruments defining the rights of security holders, including indentures for GWB Capital Trust IIIherewith.

(9) Pursuant to Item 601 (b) (4) (iii) (A) of Regulation S-K, upon request of the Commission, Great Western agrees to furnish a copy of instruments defining the rights of security holders, including indentures for ~~Great~~GWB ~~Western~~Capital ~~Statutory~~ Trust IVIII.

(10) Pursuant to Item 601 (b) (4) (iii) (A) of Regulation S-K, upon request of the Commission, Great Western agrees to furnish a copy of instruments defining the rights of security holders, including indentures for ~~GWB~~Great ~~Capital~~Western Statutory Trust VIV.

All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K.

-61-

(11) Pursuant to Item 601 (b) ~~REPORTS~~(4) ON(iii) ~~FORM~~(A) 8of Regulation S-K, upon request of the Commission, Great Western agrees to furnish a copy of instruments defining the rights of security holders, including indentures for GWB Capital Trust V.

~~The Company filed a current report on Form 8-K~~ (~~Item 5~~12) ~~subsequent~~Pursuant to ~~the~~Item ~~quarter~~601(b) ~~ended~~(4) ~~March~~(iii) ~~31,~~(A) ~~2004.~~of ~~The~~Regulation ~~Form 8~~S-K, ~~was~~upon ~~filed~~request onof ~~April~~the 5Commission, ~~2004,~~ ~~and~~Great ~~reported~~Western ~~the~~agrees ~~Company~~to ~~issued~~furnish ~~25,000~~a ~~shares,~~copy ~~$1,000 par value,~~ of ~~Company~~instruments ~~Capital~~defining ~~Trust~~the ~~Pass-Through~~rights ~~Securities~~ of ~~GWB~~security ~~Capital Trust V on March 31~~holders, ~~2004~~including ~~through~~the asubordinated ~~private~~capital ~~placement.~~notes ~~The~~of ~~Company~~Great ~~owns~~Western ~~100%~~and ofits ~~the~~subsidiary, ~~common~~Great ~~securities~~Western ofBank, ~~GWB Capital Trust V~~Omaha.

~~The~~All ~~Company~~of ~~filed~~such ~~an additional~~previously ~~current report on Form 8-K (Item 5) subsequent to the quarter ended March 31, 2004. The form 8-K was~~ filed ondocuments ~~May~~are ~~24,~~hereby ~~2004~~incorporated ~~and~~herein ~~reported~~by ~~Company~~reference ~~has~~in ~~notified~~accordance ~~Wilmington~~with ~~Trust~~Item ~~Company~~601 ~~it intends to initiate an early redemption~~ of ~~all~~Regulation ~~of its Junior Subordinated Debentures under the Subordinated Indenture dated August 18, 1999~~S-K. ~~The Company received approval from the Federal Reserve on May 19, 2004 to initiate the early redemption.~~

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SIGNATURES

Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GREAT WESTERN BANCORPORATION, INC.

By		/s/ Deryl F. Hamann
		Deryl F. Hamann, Chairman and Chief Executive Officer
		(Duly Authorized Representative)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Deryl F. Hamann		/s/ Daniel A. Hamann
Deryl F. Hamann, Chairman, Chief Executive Officer and Director (Principal Executive and Operating Officer) Date: 9/10/04		Daniel A. Hamann, President Chief Operating Officer and Director Date: 9/10/04
Deryl F. Hamann, Chairman, Chief Executive Officer and Director (Principal Executive and Operating Officer)		Daniel A. Hamann, President Chief Operating Officer and Director
/s/ Thomas B. Fischer		/s/Arthur N. Burtscher *
Date: 9/2/05		Date: 9/2/05
Thomas B. Fischer, Senior Vice President and Director Date: 9/10/04		Arthur N. Burtscher Director Date: 9/10/04
/s/ Thomas B. Fischer		/s/ Arthur N. Burtscher*
/s/ Daniel J. Brabec		/s/ Andrew C. Hove, Jr. *
Thomas B. Fischer,		Arthur N. Burtscher
Daniel J. Brabec, Executive Vice President and Director Date: 9/10/04		Andrew C. Hove, Jr. Director Date: 9/10/04
Senior Vice President and Director		Director
/s/ James R. Clark		/s/ Robert W. Murray *
Date: 9/2/05		Date: 9/2/05
James R. Clark Chief Financial Officer and Secretary/Treasurer Date: 9/10/04		Robert W. Murray Director Date: 9/10/04
/s/ Daniel J. Brabec		/s/ Andrew C. Hove, Jr.*
/s/ Jeffory A. Erickson *		/s/ Leo Smith II *
Daniel J. Brabec,		Andrew C. Hove, Jr.
Jeffory A. Erickson Director Date: 9/10/04		Leo W. Smith II Director Date: 9/10/04
Executive Vice President and Director		Director
		*By: /s/ Deryl F. Hamann
Date: 9/2/05		Date: 9/2/05
		Deryl F. Hamann As: Attorney-in-Fact Date: 9/10/04
/s/ James R. Clark		/s/ Robert W. Murray*
James R. Clark		Robert W. Murray
Chief Financial Officer and Secretary/Treasurer		Director
Date: 9/2/05		Date: 9/2/05
/s/ Jeffory A. Erickson*		/s/ Leo W. Smith II*
Jeffory A. Erickson		Leo W. Smith II
Director		Director
Date: 9/2/05		Date: 9/2/05
	*By:	/s/ Deryl F. Hamann
		Deryl F. Hamann
		As: Attorney-in-Fact
		Date: 9/2/05

-63-

Great Western Bancorporation, Inc.

~~Accountants’ Report and Consolidated Financial Statements~~ Contents

June 30, 2004, 2003 and 2002


Report of Independent Registered Public Accounting Firm		F-2

Consolidated Financial Statements

Balance Sheets		F-3

Statements of Income		F-4

Statements of Stockholders’ Equity		F-6

Statements of Cash Flows		F-7

Notes to Financial Statements		F-9 –F-45

Great Western Bancorporation, Inc.

Contents
Report of Independent Registered Public Accounting Firm for 2004 and 2003		F-2
Report of Independent Registered Public Accounting Firm for 2002		F-3
Consolidated Financial Statements
Balance Sheets		F-4
Statements of Income		F-5
Statements of Stockholders’ Equity		F-7
Statements of Cash Flows		F-8
Notes to Financial Statements		F-10 - F-43

F-1

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

Great Western Bancorporation, Inc.

Omaha, Nebraska

We have audited the accompanying consolidated balance sheets of Great Western Bancorporation, Inc. as of June 30, ~~2004~~2005 and ~~2003~~2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years ~~then~~in the period ended June 30, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. ~~The financial statements of Great~~ ~~Western Bancorporation, Inc. for the year ended June 30, 2002, were audited by other accountants whose report dated July 30, 2002, expressed an unqualified opinion on those statements.~~

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the ~~2004 and 2003~~ consolidated financial statements referred to above present fairly, in all material respects, the financial position of Great Western Bancorporation, Inc. as of June 30, 2005 and 2004, and the results of its operations and its cash flows for each of the three years ~~then~~in the period ended June 30, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ BKD, LLP

~~Lincoln~~Omaha, Nebraska

August 1811, ~~2004~~2005

F-2

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

Great Western Bancorporation, Inc.

Omaha, Nebraska

We have audited the accompanying consolidated statements of income, stockholders’ equity and cash flows of Great Western Bancorporation, Inc. for the year ended June 30, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of Great Western Bancorporation, Inc.’s operations and its cash flows for the year ended June 30, 2002 in conformity with U.S. generally accepted accounting principles.

/s/ McGladrey & Pullen, LLP

Sioux Falls, South Dakota

July 30, 2002

McGladrey & Pullen, LLP is a member firm of RSM International,

an affiliation of separate and independent legal entities.

F-3

Great Western Bancorporation, Inc.

Consolidated Balance Sheets

June 30, ~~2004~~ 2005 and ~~2003~~2004

(In thousands, except share data)

	2004			2003
	2005			2004
Assets
Cash and due from banks	$	4971,~~768~~178		$	6449,~~637~~768
Federal funds sold and FHLB overnight deposits		2615,~~642~~608			4226,~~522~~642
Cash and cash equivalents		7686,~~410~~786			~~107~~76,~~159~~410
Certificates of deposit		99			99
Certificate of deposit		—			99
Securities available for sale		~~364~~384,~~847~~065			~~313~~364,~~136~~847
Investment in affiliates		32,~~262~~631			—3,262
Loans, net of allowance for loan losses of $22,643 and $21,251 in 2004 and 2003, respectively		1,832,215			1,599,961
Loans, net of allowance for loan losses of $25,701 and $22,643 in 2005 and 2004, respectively		2,103,406			1,832,215
Premises and equipment		4754,~~890~~017			4347,~~675~~890
Accrued interest receivable		1416,~~309~~264			1314,~~679~~309
Core deposits and other intangibles		2,897			3,371
Core deposit and other intangibles		2,935			2,897
Goodwill		5153,~~847~~594			4551,~~930~~847
Mortgage servicing rights		1415,~~557~~164			514,~~274~~557
Other assets		2120,~~576~~747			1521,~~785~~576
Total assets	$	2,~~429~~739,~~909~~609		$	2,~~148~~429,~~069~~909
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	252,759		$	262,161
Noninterest-bearing	$	289,090		$	252,759
Interest bearing		1,661,305			1,472,869
Interest-bearing		1,855,740			1,661,305
Total deposits		12,~~914~~144,~~064~~830			1,~~735~~914,~~030~~064
Federal funds purchased and securities sold under agreements to repurchase		9597,~~810~~964			6095,~~163~~810
FHLB advances and other borrowings		~~115~~182,~~355~~127			~~103~~115,~~380~~355
Notes payable		3646,700			4336,700
Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures		—			58,000
Subordinated debentures		87,631			108,662
Subordinated debentures		108,662			—
Accrued interest and other liabilities		16,674			16,124
Accrued interest and other liabilities		16,124			17,558
Total liabilities		2,575,926			2,286,715
Total liabilities		2,286,715			2,017,831
Minority Interests		4,505			4,074
Minority interests		4,074			3,864
Stockholders’ Equity
Stockholders’ equity
Preferred stock, $100 par and redemption value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; variable rate, noncumulative, nonvoting, 2005 – none, 2004 - 100,000 shares		1,700			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; 100,000 shares of variable rate, noncumulative, nonvoting		11,700			11,700
Common stock, $1.00 par value, authorized 1,000,000 shares; issued and outstanding 2005 – 123,650 shares, 2004 – 123,802 shares		124			124
Common stock, $1.00 par value, authorized 1,000,000 shares; issued and outstanding 2004 – 123,802 shares, 2003 – 124,952 shares		124			125
Additional paid-in capital		2,029			2,032
Additional paid-in capital		2,032			2,051
Retained earnings		157,330			129,106
Retained earnings		129,106			106,433
Accumulated other comprehensive loss		(2,005	)		(3,842	)
Accumulated other comprehensive income (loss)		(3,842	)		6,065
Total stockholders’ equity		159,178			139,120
Total stockholders’ equity		139,120			126,374
Total liabilities and stockholders’ equity	$	2,739,609		$	2,429,909
Total liabilities and stockholders’ equity	$	2,429,909		$	2,148,069

See Notes to Consolidated Financial Statements F-3

F-4

Great Western Bancorporation, Inc.

Consolidated Statements of Income

Years Ended June 30, ~~2004~~2005, ~~2003~~2004 and ~~2002~~2003

(In thousands, except share and per share data)

	2004			2003			2002
	2005				2004			2003
Interest and Dividend Income
Loans	$	~~110~~130,~~641~~245		$	~~109,877~~$	110,641	$	~~110,101~~$	109,877
Taxable securities		1012,~~545~~668			~~12,415~~	10,545		~~14,966~~	12,415
Nontaxable securities		1,~~652~~536			~~1,812~~	1,652		~~1,291~~	1,812
Dividends on securities		~~370~~623			~~242~~	370		~~290~~	242
Federal funds sold and other		~~277~~265			~~724~~	277		~~1,267~~	724
Total interest and dividend income		~~123~~145,~~485~~337			~~125,070~~	123,485		~~127,915~~	125,070
Interest Expense
Deposits		2934,~~028~~894			~~35,793~~	29,028		~~46,620~~	35,793
Federal funds purchased and securities sold under agreements to repurchase		~~960~~1,358			~~824~~	960		~~1,644~~	824
FHLB advances and other borrowings		45,~~068~~275			~~4,123~~	4,068		~~4,218~~	4,123
Notes payable		12,~~969~~287			~~2,397~~	1,969		~~2,955~~	2,397
Company obligated mandatory redeemable preferred securities		~~2,602~~—			~~5,068~~	2,602		~~4,744~~	5,068
Subordinated debentures		36,~~436~~162			—	3,436		—	—
Total interest expense		4249,~~063~~976			~~48,205~~	42,063		~~60,181~~	48,205
Net Interest Income		8195,~~422~~361			~~76,865~~	81,422		~~67,734~~	76,865
Provision for Loan Losses		45,~~324~~092			~~4,371~~	4,324		~~6,067~~	4,371
Net Interest Income After Provision for Loan Losses		7790,~~098~~269			~~72,494~~	77,098		~~61,667~~	72,494
Noninterest Income
Service charges and other fees		1417,~~541~~939			~~13,080~~	14,541		~~10,134~~	13,080
Net gains from sale of loans		53,~~902~~765			~~6,770~~	5,902		~~2,917~~	6,770
Loan servicing fees		34,~~451~~128			~~3,404~~	3,451		~~3,524~~	3,404
Casualty insurance commissions		~~1,072~~962			~~995~~	1,072		~~741~~	995
Credit life and H&A insurance commissions		~~328~~344			~~375~~	328		~~416~~	375
Health and life insurance commissions		8482			~~100~~	84		~~136~~	100
Other insurance commissions		~~211~~292			~~268~~	211		~~222~~	268
Investment center income		~~826~~1,089			~~635~~	826		~~855~~	635
Gain on securities, net		1,255			1,862			215
(Loss) gain on securities, net		(371	)			1,255			1,862
Trust department income		2,~~109~~157			~~1,684~~	2,109		~~1,610~~	1,684
Net gain (loss) from sale of other real estate owned and other assets		296			1,206			(96	)
Net gain from sale of other real estate owned and other assets		76				296			1,206
Other		~~1,183~~758			~~975~~	1,183		~~1,223~~	975
Total noninterest income		31,~~258~~221			~~31,354~~	31,258		~~21,897~~	31,354

See Notes to Consolidated Financial Statements F-4

F-5

Great Western Bancorporation, Inc.

Consolidated Statements of Income - Continued

Years Ended June 30, ~~2004~~2005, ~~2003~~ 2004 and ~~2002~~2003

(In thousands, except share and per share data)

	2004		2003		2002
	2005		2004		2003
Noninterest Expense
Salaries and employee benefits	$	3539,~~560~~465	$	3335,~~323~~560	$	2833,~~851~~323
Occupancy expenses, net		45,~~478~~315		4,~~227~~478		34,~~770~~227
Data processing		34,~~705~~286		3,~~676~~705		3,~~091~~676
Equipment expenses		23,~~977~~362		2,~~757~~977		2,~~510~~757
Advertising		4,~~667~~958		34,~~743~~667		23,~~180~~743
Communication expenses		2,~~191~~495		2,~~042~~191		12,~~858~~042
Professional fees		43,~~092~~301		34,~~165~~092		23,~~711~~165
Amortization and valuation adjustments of mortgage servicing rights		12,~~623~~706		151,~~358~~623		915,~~049~~358
Amortization of core deposits and other intangibles		1,595		1,901		2,629
Amortization of core deposit and other intangibles		1,628		1,595		1,901
Other		76,~~472~~979		7,~~268~~472		57,~~669~~268
Total noninterest expense		6874,~~360~~495		7768,~~460~~360		6277,~~318~~460
Income Before Income Taxes and Minority Interests		3946,~~996~~995		2639,~~388~~996		2126,~~246~~388
Provision for Income Taxes		1416,~~085~~302		914,~~839~~085		79,~~393~~839
Income Before Minority Interests		2530,~~911~~693		1625,~~549~~911		1316,~~853~~549
Minority Interests		~~580~~652		~~618~~580		~~636~~618
Net Income	$	2530,~~331~~041	$	1525,~~931~~331	$	1315,~~217~~931
Basic Earnings Per Common Share	$	~~198~~237.1836	$	~~121~~198.6118	$	98121.3661
Weighted Average Shares Outstanding		~~124~~123,~~408~~737		~~125~~124,~~071~~408		125,~~221~~071

See Notes to Consolidated Financial Statements F-5

F-6

Great Western Bancorporation, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended June 30, ~~2004~~2005, ~~2003~~2004 and ~~2002~~ 2003

(In thousands, except for share and per share data)

	ComprehensiveIncome			PreferredStock Par Value			~~Common Stock Par Value~~	Common Stock Par Value			~~AdditionalPaid-in Capital~~	AdditionalPaid-in Capital			~~RetainedEarnings~~	RetainedEarnings			~~AccumulatedOtherComprehensiveIncome (Loss)~~	AccumulatedOtherComprehensiveIncome (Loss)
Balance, July 1, 2001				$	11,700		$	125			$	2,064			$	80,792			$	2,245
Balance, July 1, 2002				$	11,700			$	125			$	2,058			$	92,285			$	3,995
Net income	$	1315,~~217~~931			—			—	—			—	—			~~13,217~~	15,931			—	—
Other comprehensive income, net of tax:
Net change in unrealized gain on securities available for sale		12,~~750~~070			—			—	—			—	—			—	—			~~1,750~~	2,070
Comprehensive income	$	1418,~~967~~001
Redeem 135 shares of common stock					—			—				(6	)			(73	)			—
Redeem 180 shares of common stock					—				—				(7	)			(115	)			—
Cash dividends paid:
Deemed dividend to affiliate					—				—				—				(196	)			—
Preferred stock					—			—				—				(900	)			—
Cash dividends paid:
Common stock, $6.00 per share					—			—				—				(751	)			—
Preferred stock					—				—				—				(721	)			—
Balance, June 30, 2002					11,700			125				2,058				92,285				3,995
Common stock, $6.00 per share					—				—				—				(751	)			—
Net income	$	15,931			—			—				—				15,931				—
Balance, June 30, 2003					11,700				125				2,051				106,433				6,065
Other comprehensive income, net of tax:
Net income	$	25,331			—				—				—				25,331				—
Net change in unrealized gain on securities available for sale		2,070			—			—				—				—				2,070
Other comprehensive income, net of tax:
Comprehensive income	$	18,001
Net change in unrealized gain on securities available for sale		(9,907	)		—				—				—				—				(9,907	)
Redeem 180 shares of common stock					—			—				(7	)			(115	)			—
Comprehensive income	$	15,424
Deemed dividend to affiliate					—			—				—				(196	)			—
Redeem 1,150 shares of common stock					—				(1	)			(19	)			(1,162	)			—
Cash dividends paid:
Preferred stock					—			—	—			—	—			~~(721~~	)(676	)		—	—
Common stock, $6.00 per share					—			—				—				(751	)			—
Common stock, $6.60 per share					—				—				—				(820	)			—
Balance, June 30, 2003					11,700			125				2,051				106,433				6,065
Balance, June 30, 2004					11,700				124				2,032				129,106				(3,842	)
Net income	$	2530,~~331~~041			—			—	—			—	—			~~25,331~~	30,041			—	—
Other comprehensive income, net of tax:
Net change in unrealized gain on securities available for sale		(9,907	)		—			—				—				—				(9,907	)
Net change in unrealized loss on securities available for sale		1,837			—				—				—				—				1,837
Comprehensive income	$	1531,~~424~~878
Redeem 1,150 shares of common stock					—			(1	)			(19	)			(1,162	)			—
Redeem 100,000 shares of variable rate, noncumulative, nonvoting preferred stock and 152 shares of common stock					(10,000	)			—				(3	)			(230	)			—
Cash dividends paid:
Preferred stock					—			—	—			—	—			~~(676~~	)(671	)		—	—
Common stock, $6.60 per share					—			—				—				(820	)			—
Common stock, $7.40 per share					—				—				—				(916	)			—
Balance, June 30, 2004				$	11,700		$	124			$	2,032			$	129,106			$	(3,842	)
Balance, June 30, 2005				$	1,700			$	124			$	2,029			$	157,330			$	(2,005	)

See Notes to Consolidated Financial Statements F-6

F-7

Great Western Bancorporation, Inc.

Consolidated Statements of Cash Flows

Years Ended June 30, ~~2004~~2005, ~~2003~~2004 and ~~2002~~2003

(In thousands)

	2004			2003			2002
	2005			2004			2003
Operating Activities
Net income	$	2530,~~331~~041		$	1525,~~931~~331		$	1315,~~217~~931
Items not requiring (providing) cash
Depreciation and amortization		1210,~~319~~217			1612,~~973~~319			916,~~713~~973
Gain on sale of securities		(1,255	)		(1,862	)		(215	)
Loss (gain) on sale of securities		371			(1,255	)		(1,862	)
Gain on sale of loans		(53,~~902~~765	)		(65,~~770~~902	)		(26,~~923~~770	)
(Gain) loss from sale of other real estate owned and other assets		(296	)		(1,206	)		96
Gain from sale of other real estate owned and other assets		(76	)		(296	)		(1,206	)
Provision for loan losses		45,~~324~~092			4,~~371~~324			64,~~067~~371
Provision for (recovery of) impairment of mortgage servicing rights		(~~4,819~~976	)		(4,~~208~~819	)		54,~~233~~208
Deferred income taxes		961,493			~~(5,335~~96	)		(35,~~742~~335	)
Minority interests		~~580~~652			~~618~~580			~~636~~618
Loans originated for resale		(~~358~~219,~~487~~102	)		(~~405~~358,~~482~~487	)		(~~171~~405,~~386~~482	)
Proceeds from sale of loans originated for resale		~~343~~217,~~426~~796			~~384~~343,~~476~~426			~~171~~384,~~601~~476
Changes in
Accrued interest receivable		(~~630~~1,227	)		~~1,422~~(630	)		~~946~~1,422
Other assets		~~650~~462			~~(2,858~~650	)		~~865~~(2,858	)
Accrued interest and other liabilities		(1,~~161~~316	)		(1,~~092~~161	)		(41,~~640~~092	)
Net cash provided by operating activities		1442,~~176~~294			314,~~394~~176			253,~~468~~394
Investing Activities
Purchase of certificates of deposit		—			—			(4,199	)
Proceeds from maturities of certificates of deposit		239			—			398
Proceeds from maturities of certificates of deposit		—			398			5,235
Purchase of trust common securities		—			(1,467	)		—
Purchase of trust common securities		(1,467	)		—			—
Proceeds from sale of trust common securities		631			—			—
Purchase of securities available for sale		(~~218~~159,~~544~~433	)		(~~213~~218,~~279~~544	)		(~~169~~213,~~624~~279	)
Proceeds from sales and maturities of securities available for sale		~~151~~156,~~369~~419			~~238~~151,~~555~~369			~~129~~238,~~521~~555
Purchase of mortgage servicing rights		(1,~~789~~314	)		(~~518~~1,789	)		(~~4,939~~518	)
Proceeds from sale of mortgage servicing rights		3230			—3			38—
Net increase in loans		(~~186~~220,~~836~~646	)		(97186,~~881~~836	)		(~~132~~97,~~146~~881	)
Purchase of premises and equipment		(79,~~252~~565	)		(67,~~147~~252	)		(46,~~511~~147	)
Proceeds from sale of premises and equipment		~~1,083~~187			~~754~~1,083			67754
Purchase of other assets		—			—			(125	)
Proceeds from sale of other assets		2,497			3,516			5,120
Proceeds from sale of other assets		3,516			5,120			572
Business acquisitions		8,219			82,398			19,139
Business acquisitions		82,398			19,139			83
Net cash used in investing activities		(222,536	)		(177,519	)		(53,859	)
Net cash used in investing activities		(177,519	)		(53,859	)		(180,028	)

See Notes to Consolidated Financial Statements F-7

F-8

Great Western Bancorporation, Inc.

Consolidated Statements of Cash Flows - Continued

Years Ended June 30, ~~2004~~2005, ~~2003~~ 2004 and ~~2002~~2003

(In thousands)

	2004			2003			2002
	2005			2004			2003
Financing Activities
Net increase in deposits	$	55150,~~901~~390		$	7455,~~324~~901		$	~~115~~74,~~288~~324
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		~~44,502~~105			~~(10~~44,~~373~~502	)		8(10,~~440~~373	)
Proceeds from issuance of preferred securities		—			10,000			—
Net increase in FHLB advances and other borrowings		66,772			—			—
Proceeds from issuance of subordinated debentures		48,867			—			—
Proceeds from issuance of preferred securities		—			—			10,000
Proceeds from notes payable		22,700			40,690			40,522
Proceeds from issuance of subordinated debentures		—			48,867			—
Principal payments on notes payable		(26,580	)		(17,882	)		(35,095	)
Purchase of subordinated debentures for retirement		(21,031	)		—			—
Debt issuance costs incurred		(276	)		(8	)		(38	)
Proceeds from notes payable		—			22,700			40,690
Purchase of minority interests		—			(3,017	)		—
Proceeds from issuance of capital notes		10,000			—			—
Proceeds from sale of minority interests		—			1,166			—
Principal payments on notes payable		(337	)		(26,580	)		(17,882	)
Purchase of common stock for retirement		(1,182	)		(122	)		(79	)
Debt issuance costs incurred		—			(276	)		(8	)
Dividends paid, including $209, $184 and $245 paid to minority interests, respectively		(1,704	)		(1,656	)		(1,896	)
Purchase of minority interests		—			—			(3,017	)
Payment of other liabilities		(9,634	)		(4,776	)		(9,740	)
Proceeds from sale of minority interests		—			—			1,166
Net cash provided by financing activities		132,594			88,346			117,402
Purchase of common stock for retirement		(233	)		(1,182	)		(122	)
Increase (Decrease) in Cash and Cash Equivalents		(30,749	)		37,881			(37,158	)
Purchase of preferred stock for retirement		(10,000	)		—			—
Cash and Cash Equivalents, Beginning of Year		107,159			69,278			106,436
Dividends paid, including $273, $209 and $184 paid to minority interests, respectively		(1,859	)		(1,704	)		(1,656	)
Cash and Cash Equivalents, End of Year	$	76,410		$	107,159		$	69,278
Payment of other liabilities		(3,189	)		(9,634	)		(4,776	)
Net cash provided by financing activities		190,618			132,594			88,346
Increase (Decrease) in Cash and Cash Equivalents		10,376			(30,749	)		37,881
Cash and Cash Equivalents, Beginning of Year		76,410			107,159			69,278
Cash and Cash Equivalents, End of Year	$	86,786		$	76,410		$	107,159
Supplemental Disclosures of Cash Flows Information
Cash payments for interest	$	4247,~~621~~930		$	5042,~~205~~621		$	6350,~~996~~205
Income taxes		15,~~162~~258			1415,~~032~~162			1014,~~353~~032
Supplemental Schedules of Noncash Investing and Financing Activities
Net change in unrealized gain/loss on securities available for sale, net of deferred income taxes	$	91,~~907~~837		$	29,~~070~~907		$	12,~~750~~070
Purchase of mortgage servicing rights for other liabilities		92,~~122~~271			49,~~984~~122			~~914~~4,984
Loans transferred to other real estate owned and other assets		3,~~225~~007			23,~~496~~225			2,~~005~~496
Liabilities assumed as part of various acquisitions are disclosed in Note 2.

See Notes to Consolidated Financial Statements F-8

F-9

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Great Western Bancorporation, Inc. (“Great Western”) is a multi-bank holding company organized under the laws of Iowa whose primary business is providing the traditional functions of trust, commercial, consumer, and mortgage banking services through its Nebraska, South Dakota and Iowa based subsidiary banks. The Banks are subject to competition from other financial institutions. The Banks are subject to the regulation of certain federal and state agencies and undergo periodic examinations by those regulatory authorities. Substantially all of Great Western’s income is generated from banking operations.

Principles of Consolidation

The consolidated financial statements include the accounts of Great Western and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated subsidiaries are as follows: Great Western Bank, (Great Western Bank, Omaha, 100.0% owned), which is chartered in Omaha, Nebraska; Great Western Bank, (Great Western Bank, Watertown, 96.1% owned), which is chartered in Watertown, South Dakota; Great Western Bank, (Great Western Bank, Clive, 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. See “Changes in Minority Interests and Business Acquisitions”. Also, as discussed at Note 12, during the year ended June 30, 2004, Great Western applied the provisions of Financial Accounting Standards Board (FASB) Interpretation 46 (Revised) to its trust preferred securities, which required that the GWB Capital Trusts ~~I, II and III~~ no longer be consolidated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of mortgage servicing rights.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents includes cash on hand, amounts due from banks (including cash items in process of clearing), federal funds sold and Federal Home Loan Bank (FHLB) overnight deposits.

F-109

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies - Continued

Trust Assets

Assets (other than cash deposits) held in fiduciary or agency capacities for customers, are not included in these financial statements, since such items are not assets of Great Western.

Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses, net of related income taxes, excluded from income and reported in other comprehensive income.

Purchase premiums and discounts are recognized in interest income over the terms of the securities. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in income as realized losses. Gains and losses on the sale of the securities are recorded on the trade date and are determined using the specific identification method.

Great Western’s investments in nonmarketable equity securities are substantially all stock of the Federal Home Loan Bank and privately held equity securities. Although no ready open market exists for the stock, and they have no quoted market value, the issuers will generally repurchase the stock at par value.

Interest and dividends on investments in debt and equity securities are included in income when earned.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future, or until maturity, or pay-off generally are reported at their outstanding unpaid principal balance, adjusted for charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans.

Interest on loans is accrued daily on the outstanding balances. For impaired loans, accrual of interest is discontinued when management believes, after considering collection efforts and other factors, that the borrower’s financial condition is such that collection of interest is doubtful. For loans on which the accrual of interest has been discontinued, cash collections are credited to the loan receivable balance, and interest income is not recognized on those loans until the principal balance has been collected.

Substantial portions of loan fees charged or received on the origination of mortgage loans are related to loans sold on the secondary market with servicing released and are recognized as income when received. Certain other loan fees, net of certain direct loan origination costs, are deferred and the net amount amortized as an adjustment of the related loan’s yield. Great Western is generally

F-1110

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies - Continued

Loans Receivable - Continued

amortizing these amounts over the contractual life of the loan. Commitment fees based upon the amount of a customer’s line of credit and fees related to letters of credit are not significant and are recognized in income when received.

Great Western grants real estate, commercial, agricultural and consumer loans to customers primarily in Nebraska, South Dakota, Missouri, Kansas and Iowa and purchases loans primarily originated in those states and surrounding states. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the borrower. Collateral held varies, but includes accounts receivable, inventory, property and equipment, residential real estate, income-producing commercial and agricultural properties and government guarantees.

Loans originated and intended for sale on the secondary market are sold on a prearranged basis. Loans held for sale are included in loans receivable and are stated at the lower of cost or estimated fair value in the aggregate. Loans held for sale totaled $1211,~~340~~034,000 and $2712,~~401~~340,000 as of June 30, ~~2004~~2005 and ~~2003~~2004, respectively.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision, as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that Great Western will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and probability of collecting scheduled payments of principal and interest when due according to contractual terms of the loan agreement. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

F-1211

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies - Continued

Allowance for Loan Losses - Continued

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, Great Western does not separately identify individual consumer and residential real estate loans for impairment disclosures.

Other Real Estate Owned

Other real estate owned (OREO) represents properties acquired through foreclosure or other proceedings and is initially recorded at fair value at the date of foreclosure, which establishes cost. After foreclosure, OREO is held for sale and is carried at the lower of cost or fair value less estimated costs of disposal. Any write-down to fair value at the time of transfer to OREO is charged to the allowance for loan losses. Property is evaluated regularly to ensure the recorded amount is supported by its current fair value; and valuation allowances, to reduce the carrying amount to fair value less estimated costs to dispose, are recorded if necessary. OREO is included in other assets in the accompanying consolidated balance sheets.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally by the straight-line method over the following estimated useful lives:

		Years
Buildings and building improvements		3 – 5040
Furniture and equipment		5 – 15

~~Intangible~~Goodwill and Other Intangible Assets

Intangible assets consist of goodwill, core deposits, an unidentifiable intangible asset related to a branch acquisition, client listing and franchise. Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired in the purchase of subsidiaries. Core deposits ~~represents~~represent the identifiable intangible value assigned to core deposit bases arising from purchase acquisitions. The unidentifiable intangible asset represents the excess of fair value of liabilities assumed over the fair value of net assets acquired in a purchase of a failed financial institution in accordance with ~~FASB~~ Statement of Financial Accounting Standards No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions.” Client listing intangible represents the identifiable intangible value assigned to a client listing arising from a purchase acquisition. Franchise intangible represents a contractual arrangement under which the franchiser grants the franchisee the right to perform certain functions within a designated geographical area.

F-1312

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies - Continued

Goodwill and Other Intangible Assets - Continued

OnThe ~~October~~methods ~~1, 2002, Great Western elected adoption of FASB Statement No. 147, “Acquisitions of Certain Financial Institutions.” This Statement addresses the financial accounting~~ and ~~reporting~~lives ~~for~~used ~~the~~to ~~acquisition~~amortize of all or part of a financial institution, except for a transaction between two or more mutual enterprises. This Statement removes acquisitions of financial institutions, other than transactions between two or more mutual enterprises, from the scope of FASB Statement No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions,” and FASB Interpretation No. 9, “Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or a Similar Institution is Acquired in a Business Combination Accounted for by the Purchase Method.” Transaction provisions for previously recognized unidentifiable intangible assets ~~were~~are ~~effective on October 1, 2002, with earlier application permitted. The carrying amount of an unidentifiable intangible asset shall continue to be amortized~~ as ~~set forth in~~follows: paragraph 5 of FASB Statement No. 72 after October 1, 2002, unless the transaction in which the asset arose was a business combination. If the transaction that gave rise to the unidentifiable intangible asset was a business combination, the carrying amount of the asset shall be reclassified to goodwill as of the later of the date of acquisition or the date FASB Statement No. 142 was applied in its entirety.

Great Western has unidentifiable intangible assets that arose from a business combination. In applying FASB Statement No. 147, Great Western reclassified the carrying amount of unidentifiable intangible assets of $4,598,000 to goodwill as of July 1, 2002. As of June 30, 2004 total goodwill (including reclassified unidentifiable intangible assets of $4,598,000) was $51,847,000 and core deposit intangible and other, net was $2,897,000. The effect of this reclassification on the consolidated financial statements was not material.


Intangible	Method	Years
Goodwill	Not amortized
Core deposit	Straight-line & accelerated	5
Unidentifiable intangible asset	Straight-line (prior to July 1, 2002)	15
Client listing	Straight-line	10 -15
Franchise	Straight-line	5 - 10

OnGoodwill ~~July~~is ~~1, 2001, Great Western elected early adoption of FASB Statements No. 141, “Business Combinations,” and No.~~tested ~~142,~~annually ~~“Goodwill and Other Intangible Assets”. FASB Statement No. 141 addresses financial accounting and reporting~~ for ~~business combinations and replaces APB Opinion No~~impairment. ~~16,~~If ~~“Business~~the ~~Combinations”~~implied ~~(APB~~fair ~~16).~~value ~~FASB Statement No. 141 no longer allows the pooling~~ of ~~interests~~goodwill ~~method~~is oflower ~~accounting~~than ~~for~~its ~~acquisitions~~carrying amount, ~~provides~~a ~~new~~goodwill ~~recognition~~impairment ~~criteria~~is ~~for~~indicated ~~intangible assets~~ and ~~carries~~goodwill ~~forward~~is ~~without~~written ~~reconsideration~~down ~~the guidance in APB 16 related~~ to ~~the~~its ~~application~~implied offair ~~the purchase method of accounting~~value. ~~FASB~~Subsequent ~~Statement~~increases ~~No.~~in ~~142 addresses financial accounting and reporting for acquired~~ goodwill ~~and~~are ~~other~~not intangible assets and replaces APB Opinion No. 17, “Intangible Assets.” FASB Statement No. 142 addresses how intangible assets should be accounted for upon their acquisition and after they have been initially recognized in the financial statements. ~~The~~Other ~~new~~intangible ~~standards~~assets ~~provide~~are ~~specific~~periodically ~~guidance~~evaluated onas ~~measuring~~to ~~goodwill for impairment annually using a two-step process. The first step identifies potential impairment and~~ the ~~second~~recoverability ~~step measures the amount~~ of ~~goodwill~~their ~~impairment~~carrying ~~loss to be recognized~~value.

Great Western has identified those intangible assets that remain separable under the provisions of the new standard and those that are to be included in goodwill. In applying FASB Statement No. 142, Great Western has reF-~~evaluated~~13 the useful lives of these separable intangible assets. The weighted average life of the remaining amortizable intangible assets is 6 years. In the year of adoption, FASB Statement No. 142 required the first step of the goodwill impairment test to be completed within the first six months and the final step to be completed within twelve months of adoption. The first step of the test was completed as of July 1, 2001 and no indications of goodwill impairment were found; therefore, step two of the goodwill impairment test was not applicable.

F-14

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies - Continued

Intangible Assets - Continued

As of June 30, 2004 and 2003, the fair values of each reporting unit were reviewed and it was determined that the fair values were equal to or greater than the fair values as of July 1, 2002; hence no indications of goodwill impairment were found.

The methods and lives used to amortize intangible assets are as follows:

Intangible	Method	Years
Goodwill	Not amortized
Core deposit	Straight-line & accelerated	5
Unidentifiable intangible asset	Straight-line (prior to July 1, 2002)	15
Client listing	Straight-line	10 -15
Franchise	Straight-line	5 - 10

Mortgage Servicing Rights

The cost of mortgage servicing rights is amortized in proportion to, and over the period of, estimated net servicing revenues. The cost of mortgage servicing rights and the amortization thereon is periodically evaluated in relation to projected net servicing revenues. Projected net servicing revenue is in turn determined on the basis of the estimated future balance of the underlying mortgage loan portfolio. Great Western estimates future prepayment rates based on relevant characteristics of the servicing portfolio. Impairment of mortgage servicing rights is assessed based on the fair value of those rights as compared to amortized cost. For purposes of measuring impairment, the rights are stratified based on investor remittance type. Fair values are estimated using discounted cash flows based on interest rates commensurate with the risks involved. Impairment, if any, is recognized through a valuation allowance for an individual stratum, to the extent that fair value is less than the capitalized amount of the stratum.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the dates of enactment.

~~Deferred~~F-14 ~~Compensation~~

The net present value of payments expected to be made under deferred compensation agreements is being accrued over the respective employees’ expected employment service period.

F-15

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

Note 1: Nature of Operations and Summary of Significant Accounting Policies - Continued

Deferred Compensation

The net present value of payments expected to be made under deferred compensation agreements is being accrued over the respective employees’ expected employment service period.

Earnings Per Common Share

Earnings per common share have been computed on the basis of the weighted average number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $~~676~~671,000, $~~721~~676,000 and $~~900~~721,000 for the years ended June 30, ~~2004~~2005, ~~2003~~2004 and ~~2002~~ 2003, respectively, reduced the earnings available to common stockholders in the computation. Great Western has no common stock equivalents.

Operating Segments

Great Western uses the “management approach” for reporting information about segments in annual and interim financial statements. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure and any other manner in which management disaggregates a company. Based on the “management approach” model, Great Western has determined that its business is comprised of a single operating segment.

State Banking Requirements

The audit of the Company was designed to meet the minimum requirements of 45 NAC 25-001 of the Nebraska Department of Banking and Finance for Great Western Bank, Omaha, Nebraska.

F-15

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements

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Filing Compare · GREAT WESTERN BANCORPORATION INC