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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-K



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



FOR THE FISCAL YEAR ENDED JUNE 30, 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



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GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)                          



(402) 333-8330

(Registrants telephone number, including area code)



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



|                                                                    |  |                                          
|------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                 |  | Name of each exchange on which registered
|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)



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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 ̈NO  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 2, 2005, there were 123,650 shares of registrants common
stock outstanding.



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##### Table of Contents

TABLE OF CONTENTS



|           |  |                            |  |                                                                                                              |  |   
|---------- |  | -------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|           |  | Page No.                  
|           |  | Forward-looking Statements |  | 3                                                                                                           
|           |  |                            | 
|Part I     |  |                            |  |                                                                                                              |  |   
|           |  | Item 1.                    |  | Business                                                                                                     |  | 3 
|           |  | Item 2.                    |  | Properties                                                                                                   |  | 14
|           |  | Item 3.                    |  | Legal Proceedings                                                                                            |  | 14
|           |  | Item 4.                    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 15
|           |  |                            | 
|Part II    |  |                            |  |                                                                                                              |  |   
|           |  | Item 5.                    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 15
|           |  | Item 6.                    |  | Selected Financial Data                                                                                      |  | 16
|           |  | Item 7.                    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 18
|           |  | Item 7A.                   |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 47
|           |  | Item 8.                    |  | Financial Statements and Supplementary Data                                                                  |  | 49
|           |  | Item 9.                    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 49
|           |  | Item 9A.                   |  | Controls and Procedures                                                                                      |  | 49
|           |  | Item 9B.                   |  | Other Information                                                                                            |  | 50
|           |  |                            | 
|Part III   |  |                            |  |                                                                                                              |  |   
|           |  | Item 10.                   |  | Directors and Executive Officers of the Registrant                                                           |  | 50
|           |  | Item 11.                   |  | Executive Compensation                                                                                       |  | 53
|           |  | Item 12.                   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 55
|           |  | Item 13.                   |  | Certain Relationships and Related Transactions                                                               |  | 57
|           |  | Item 14.                   |  | Principal Accountant Fees and Services                                                                       |  | 58
|           |  |                            | 
|Part IV    |  |                            |  |                                                                                                              |  |   
|           |  | Item 15.                   |  | Exhibits and Financial Statement Schedules                                                                   |  | 59
|           | 
|SIGNATURES |  | 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 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, a multi-bank holding company, offers
full service community banking through 19 banking locations in Nebraska, 25 banking locations in South Dakota, 27 banking locations in southern Iowa, eight banking locations in northern Missouri and two banking 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.



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THE BANKS



Great Western has three direct subsidiaries: Great Western Bank, Omaha, Nebraska; Great Western Bank, Watertown, South
Dakota, and Great Western 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 following table
sets forth information regarding Great Westerns banks as of June 30, 2005:



|                              |  |                        |   |  |        |           |           |   |          |  |   |        
|----------------------------- |  | ---------------------- | - |  | ------ | --------- | --------- | - | -------- |  | - | -------
|                              |  | Common StockOwnership  |   |  | 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, which provides data processing and related services to its bank owners.



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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 September 2004, Great Western Bank, Watertown opened a branch at 41st& Sycamore, Sioux Falls, South Dakota. In April 2005, Great Western Bank, Watertown opened an in-store branch in the Super
Wal-Mart at 2825 1stAvenue, Spearfish, South Dakota. In May 2005, Great Western Bank, Watertown opened two in-store
branches in Super Wal-Marts located at 3209 South Louise Avenue, Sioux Falls, South Dakota and 1201 29thStreet,
Watertown, South Dakota. In November 2004, Great Western Bank, Omaha acquired a branch at 501 Pioneer Avenue, Oakland, Iowa. The acquired branch had $22,726,000 in total assets, $11,920,000 in net loans, and $22,262,000 in total deposits. See
Mergers and Acquisitions for additional information. In December 2004, Great Western Bank, Omaha opened a branch at 405 East 19thAvenue, North Kansas City, Missouri. In January 2005, Great Western Bank, Omaha opened a branch at 10610 Shawnee Mission Parkway, Shawnee Mission, Kansas. In November 2004, Great Western Bank, Clive acquired three branches
in Red Oak and Stanton, Iowa. The acquired branches had $56,365,000 in total assets, $41,635,000 in net loans, and $54,424,000 in total deposits. See Mergers and Acquisitions for additional information. In February 2005, Great Western
Bank, Clive closed a branch in Thurman, Iowa. In June 2005, Great Western Bank, Clive acquired a branch in Albany, Missouri from UMB Bank, N.A. The branch



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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, 2005, approximately 90% 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.



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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.



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, 2005 were limited to $15,615,000 for Great Western Bank,
Watertown, South Dakota; $13,677,000 for Great Western Bank, Omaha, Nebraska; and $9,906,000 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 September 2, 2005, Great Western had not elected to convert to a financial holding
company, but reserves this right under the rule.



EMPLOYEES



As of September 2, 2005, Great Western had
approximately 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



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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 July 30, 2002, the President signed into law the Sarbanes-Oxley Act of 2002 (the Act), which mandated a variety of reforms intended to address corporate and accounting fraud. The Act
provided for the establishment of a new Public Company Accounting Oversight Board (PCAOB), which enforces auditing, quality control and independence standards for firms that audit SEC reporting companies and is funded by fees from all
SEC reporting companies. The Act imposed higher standards for auditor independence and added restrictive provisions on consulting services performed by auditing firms to companies they audit and in addition, certain audit partners must be rotated
periodically. The Act requires chief executive officers and chief financial officers, or their equivalents, to certify to the accuracy of periodic reports filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully
violated this certification requirement. In addition, under the Act, counsel is required to report specific violations; directors and officers of issuer, and persons who directly or indirectly are beneficial owners of more than 10 percent of any
class of equity security which is registered pursuant to Section 12 must report changes in their ownership of a companys registered securities; and executives have restrictions on trading, and loans. The Act also increased the oversight and
authority of audit committees of publicly traded companies. Although Great Western anticipates it will incur additional expense in complying with the provisions of the Act and the related rules, management does not expect that such compliance will
have a material impact on Great 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 not required to comply with certain provisions of the Act until the fiscal year ending June 30, 2007.



The Check Clearing for the 21stCentury Act, also known as Check 21, which became effective on October 28, 2004 altered the way banks process checks. Check 21 facilitates check truncation, eliminating the original paper check from the clearing process. Instead,
many checks will be processed electronically. Under Check 21, as a bank processes a check, funds from the check writers account are transferred to the check depositors account, and an electronic image of the check, a processable printout
known as a substitute check or Image Replacement Document (IRD), is considered the legal equivalent of the original check. Banks can choose to send substitute checks as electronic files to be printed on-site or in close



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proximity to the paying bank. For financial institutions and their clients, these changes have the potential to reduce costs, improve efficiency in check
collections and accelerate funds availability, while alleviating dependence on the national transportation system.



On March 1, 2005, the Board of Governors of the Federal Reserve System, or Board, adopted a final rule, Risk-Based Capital Standards: Trust Preferred
Securities and the Definition of Capital, that allows for the continued limited inclusion of trust preferred securities in Tier 1 capital. The Boards final rule limits restricted core capital elements to 25% of the sum of all core capital
elements, including restricted core capital elements, net of goodwill less any associated deferred tax liability. Amounts of restricted core capital elements in excess of these limits may generally be included in Tier 2 capital. Amounts of
qualifying trust preferred securities and cumulative perpetual preferred stock in excess of the 25% limit may be included in Tier 2 capital, but limited, together with subordinated debt and limited-life preferred stock, to 50% of Tier 1 capital. In
addition, the final rule provides that in the last five years before maturity of the underlying subordinated note, the outstanding amount of trust preferred securities is excluded from Tier 1 capital and included in Tier 2 capital, subject to
one-fifth amortization per year. The final rule provides for a five-year transition period, ending March 31, 2009, for the application of the quantitative limits. Until March 31, 2009, the aggregate amount of qualifying cumulative perpetual
preferred stock and qualify trust preferred securities that may be included in Tier 1 capital is limited to 25% of the sum of the following core capital elements: qualifying common stockholders equity, qualifying noncumulative and cumulative
perpetual preferred stock, qualifying minority interest in the equity accounts of consolidated subsidiaries and qualifying trust preferred securities. Management does not expect that the final rule, when adopted, will have a material impact on Great
Westerns financial condition 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 files 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.



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%.



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The table below presents Great Westerns applicable regulatory capital ratios at June 30, 2005:



|                                       |  |        |   |  |          |  
|-------------------------------------- |  | ------ | - |  | -------- | -
|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     | %



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, 2005.



THE BANKS



General. Great Western owns three banks: Great Western Bank, Omaha,
Nebraska, a Nebraska banking corporation with 21 banking locations; Great Western Bank, Watertown, South Dakota, a South Dakota banking corporation with 27 banking locations; and Great Western Bank, Clive, Iowa, an Iowa corporation with 33 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.



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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maintaining, administering, or managing correspondent accounts in the United States for, or on behalf of, foreign banks that do not have a physical presence
in any country. The USA PATRIOT Act also requires the Secretary of the Treasury to prescribe minimum standards that financial institutions must follow to verify the identity of customers, both foreign and domestic, when a customer opens an account.
In addition, the USA PATRIOT Act contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably
suspected of engaging in, terrorist acts or money laundering activities. Most specific provisions took effect October 1, 2003.



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.



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



|                                       |  |                             |   |  |                          |   |  |                          |   |  |                 |  
|-------------------------------------- |  | --------------------------- | - |  | ------------------------ | - |  | ------------------------ | - |  | --------------- | -
|Ratio                                  |  | Great WesternBank,Watertown |   |  | Great WesternBank, Omaha |   |  | Great WesternBank, Clive |   |  | MinimumRequired |  
|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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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, 2005, 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-to-value ratios that are equal to or less
than those established in such regulations.



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



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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.



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



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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 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 four-story building located at 9290 West Dodge Road, Suite 203, Omaha, Nebraska 68114. Great Western, through its subsidiaries, currently operates 81 banking offices.



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.



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, 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 September 2, 2005, there were 123,650 shares of common stock issued
and outstanding that were held by 23 shareholders of record.



DIVIDENDS



Common stock
dividends declared for fiscal year 2005 totaled $916,000, or $7.40 per common share, compared to $820,000 or $6.60 per common share in fiscal year 2004. In 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



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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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.



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 Operations.



|                                              |  |                                                      |         |      |   |         |  |      |         |      |   |         |  |   |       
|--------------------------------------------- |  | ---------------------------------------------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | ------
|                                              |  | 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 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.



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.



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.



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:



| | 1. | The mortgage servicing assets are stratified based on predominant risk characteristics.
| | -- | ---------------------------------------------------------------------------------------



| | 2. | 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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | 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 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



-19-



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##### Table of Contents

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 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:



|                                       |  |               |        |  
|-------------------------------------- |  | ------------- | ------ | -
|                                       |  | UMB Bank N.A. |       
|Assets acquired:                       |  |               |        |  
|Loans receivable                       |  | $             | 8      |  
|Premises and equipment                 |  |               | 135    |  
|Intangible assets                      |  |               | 108    |  
|                                       | 
|Liabilities assumed:                   |  |               |        |  
|Deposits                               |  |               | (3,690 | )
|Other liabilities                      |  |               | (14    | )
|                                       |  |               |        |  
|Net cash and cash equivalents received |  | $             | (3,453 | )
|                                       |  |               |        |  



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



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



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##### Table of Contents

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:



|                                       |  |                    |         |  
|-------------------------------------- |  | ------------------ | ------- | -
|                                       |  | Oak Bancorporation |        
|Assets acquired:                       |  |                    |         |  
|Certificate of deposit                 |  | $                  | 140     |  
|Securities                             |  |                    | 13,972  |  
|Loans, net                             |  |                    | 53,555  |  
|Other assets                           |  |                    | 2,030   |  
|Premises and equipment                 |  |                    | 1,444   |  
|Goodwill                               |  |                    | 1,747   |  
|Intangible assets                      |  |                    | 1,241   |  
|                                       | 
|Liabilities assumed:                   |  |                    |         |  
|Deposits                               |  |                    | (76,686 | )
|Notes payable                          |  |                    | (2,386  | )
|Other liabilities                      |  |                    | (154    | )
|                                       |  |                    |         |  
|Net cash and cash equivalents received |  | $                  | (5,097  | )
|                                       |  |                    |         |  



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



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



|                  |  |                              |    
|----------------- |  | ---------------------------- | ---
|                  |  | 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.



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##### Table of Contents

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. |         
|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  | )
|                                       |  |                   |          |  



SUBSEQUENT EVENT



On July 31, 2005, Great Western
Bank, Omaha sold $14,155,000 in mortgage servicing rights to an unrelated third party. The unpaid principal balance of loans serviced was $1,017,422,000 and custodial escrow balances were $7,599,000. The final loss on the sale will be determined on
November 1, 2005 and is dependent on the prepayment of the loans serviced. The estimated loss on the sale is not expected to be material.



RESULTS OF OPERATIONS



GENERAL



Net income for the year ended June 30, 2005 was $30,041,000, an increase of $4,710,000 when compared to net income of $25,331,000 for the year ended June
30, 2004. The increase in net income was primarily a result of increase of net interest income after provision for loan losses of $13,171,000 offset by a $6,135,000 increase in non-interest expense and a $2,217,000 increase in the provision for
income taxes. Net income for the year ended June 30, 2004 was $25,331,000, an increase of $9,400,000 when compared to net income of $15,931,000 for the year ended June 30, 2003. The increase in net income was a result of net interest income after
provision for loan losses increasing $4,604,000, a decrease in non-interest expense of $9,100,000, 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 amortization of mortgage servicing rights, which includes a partial recovery of the mortgage servicing rights valuation allowance, of $13,735,000 offset by a $2,237,000 increase in salary and benefits.



Great Westerns return on average assets was 1.16% for the year ended
June 30, 2005 compared to 1.11% for the year ended June 30, 2004. This increase is due to fiscal net income increasing 18.59% compared to a 14.46% increase in average assets. Great Westerns return on average assets was 1.11% for the year ended
June 30, 2004 compared to 0.76% for the year ended June 30, 2003. This increase is due to fiscal net income increasing 59.00% compared to an 8.26% increase in average assets.



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##### Table of Contents

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 the average rates earned or paid on each major category. This
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,    |          
|                                          |  | 2005                   |           |                          | 2004 |             |  | 2003 |                
|                                          |  | Average Balance        |           | Interest Income/ Expense |      | Yield/ Rate |  |      | Average Balance |  | Interest Income/ Expense |           | Yield/ Rate |   |         | Average Balance |      | Interest Income/ Expense |  | Yield/Rate |          
|                                          |  | (dollars in thousands) |          
|Interest-earning assets:                  |  |                        |           |                          |      |             |  |      |                 |  |                          |           |             |   |         |                 |      |                          |  |            |           |  |   |         |  |      |  
|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                                   |  |                        | 356,895   |                          |      | 13,106      |  | 3.67 | %               |  |                          | 306,466   |             |   | 10,835  |                 | 3.54 | %                        |  |            | 266,329   |  |   | 12,657  |  | 4.75 | %
|Tax exempt (tax equivalent)               |  |                        | 39,815    |                          |      | 2,363       |  | 5.94 | %               |  |                          | 33,359    |             |   | 2,542   |                 | 5.95 | %                        |  |            | 42,338    |  |   | 2,788   |  | 6.58 | %
|Federal funds sold and other              |  |                        | 14,327    |                          |      | 265         |  | 1.85 | %               |  |                          | 28,902    |             |   | 277     |                 | 0.96 | %                        |  |            | 57,083    |  |   | 724     |  | 1.27 | %
|Subordinated debentures                   |  |                        | 2,709     |                          |      | 185         |  | 6.83 | %               |  |                          | 815       |             |   | 80      |                 | 9.82 | %                        |  |            |          |  |   |        |  |     |  
|                                          |  |                        |           |                          |      |             |  |      |                 |  |                          |           |             |   |         |                 |      |                          |  |            |           |  |   |         |  |      |  
|Total interest-earning assets             |  | $                      | 2,406,796 |                          | $    | 146,164     |  | 6.07 | %               |  | $                        | 2,087,992 |             | $ | 124,375 |                 | 5.96 | %                        |  | $          | 1,916,207 |  | $ | 126,046 |  | 6.58 | %
|                                          |  |                        |           |                          |      |             |  |      |                 |  |                          |           |             |   |         |                 |      |                          |  |            |           |  |   |         |  |      |  
|Interest-bearing liabilities:             |  |                        |           |                          |      |             |  |      |                 |  |                          |           |             |   |         |                 |      |                          |  |            |           |  |   |         |  |      |  
|Demand, savings and money market deposits |  | $                      | 794,710   |                          | $    | 7,032       |  | 0.88 | %               |  | $                        | 676,786   |             | $ | 4,641   |                 | 0.69 | %                        |  | $          | 601,694   |  | $ | 6,318   |  | 1.05 | %
|Time deposits                             |  |                        | 990,492   |                          |      | 27,862      |  | 2.81 | %               |  |                          | 870,107   |             |   | 24,387  |                 | 2.80 | %                        |  |            | 850,483   |  |   | 29,475  |  | 3.47 | %
|                                          |  |                        |           |                          |      |             |  |      |                 |  |                          |           |             |   |         |                 |      |                          |  |            |           |  |   |         |  |      |  
|Total interest-bearing deposits           |  |                        | 1,785,202 |                          |      | 34,894      |  | 1.95 | %               |  |                          | 1,546,893 |             |   | 29,028  |                 | 1.88 | %                        |  |            | 1,425,177 |  |   | 35,793  |  | 2.46 | %

---

|(1) | The data includes the accounts of the branch of UMB Bank, N.A. from June 27, 2005, the date of acquisition, the accounts of Oak Bancorporation, Inc from November 5,
2004, the date of acquisition, the accounts of Bank Midwest, N.A. from February 23, 2004, the date of 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|                                                                                                              |  |   |           |   |  |   |        |  |      |   |  |   |           |   |  |   |        |  |      |   |  |   |           |   |  |   |        |  |      |  
|------------------------------------------------------------------------------------------------------------- |  | - | --------- | - |  | - | ------ |  | ---- | - |  | - | --------- | - |  | - | ------ |  | ---- | - |  | - | --------- | - |  | - | ------ |  | ---- | -
|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.

---

|(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.
|--- | -------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Interest 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 average interest-bearing liabilities for the year ended June 30, 2004, was 2.25% compared to 2.86% in 2003. When combined with average noninterest-bearing deposits, the cost of funds was 1.98% for the year ended June 30, 2004,
compared to 2.51% in 2003. The average balance of Federal Home Loan Bank borrowings, federal funds purchased, and securities sold under agreements to repurchase increased to $205,799,000 in 2004, an increase of $74,949,000 from $130,850,000 in 2003.



As a result of these factors, net interest margin, on
a tax-equivalent basis, decreased to 3.92% for the year ended June 30, 2004, from 4.06% for the year ended June 30, 2003.



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.



|                                                                                                              |  |                                        |        |   |                                        |   |        |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ------ | - | -------------------------------------- | - | ------ | ----- |  | - | ------ | - |  | ---- | ------ | - | ----- | - | ------- | - |  | - | ------ | -
|                                                                                                              |  | 2005 vs. 2004                          |        |   | 2004 vs. 2003                          |  
|                                                                                                              |  | 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                                                                                   |  | $                                      | 17,922 |   |                                        | $ | 1,682  |       |  | $ | 19,604 |   |  | $    | 11,315 |   |       | $ | (10,551 | ) |  | $ | 764    |  
|Investment securities:                                                                                        |  |                                        |        |   |                                        |   |        |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |        |  
|Taxable                                                                                                       |  |                                        | 1,839  |   |                                        |   | 432    |       |  |   | 2,271  |   |  |      | 1,726  |   |       |   | (3,548  | ) |  |   | (1,822 | )
|Tax exempt (tax equivalent)                                                                                   |  |                                        | (172   | ) |                                        |   | (7     | )     |  |   | (179   | ) |  |      | (645   | ) |       |   | 399     |   |  |   | (246   | )
|Common securities                                                                                             |  |                                        | 105    |   |                                        |   |       |       |  |   | 105    |   |  |      | 80     |   |       |   |        |   |  |   | 80     |  
|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                                                                     |  |                                        | 897    |   |                                        |   | 1,494  |       |  |   | 2,391  |   |  |      | 716    |   |       |   | (2,393  | ) |  |   | (1,677 | )
|Time deposits                                                                                                 |  |                                        | 3,386  |   |                                        |   | 89     |       |  |   | 3,475  |   |  |      | 666    |   |       |   | (5,754  | ) |  |   | (5,088 | )
|                                                                                                              |  |                                        |        |   |                                        |   |        |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |        |  
|Total interest-bearing deposit expense                                                                        |  |                                        | 4,283  |   |                                        |   | 1,583  |       |  |   | 5,866  |   |  |      | 1,382  |   |       |   | (8,147  | ) |  |   | (6,765 | )
|Federal Home Loan Bank borrowings, federal funds purchased and securities sold under agreements to repurchase |  |                                        | 1,189  |   |                                        |   | 416    |       |  |   | 1,605  |   |  |      | 2,214  |   |       |   | (2,133  | ) |  |   | 81     |  
|Notes payable                                                                                                 |  |                                        | (178   | ) |                                        |   | 496    |       |  |   | 318    |   |  |      | (277   | ) |       |   | (151    | ) |  |   | (428   | )
|Company obligated mandatorily redeemable preferred securities                                                 |  |                                        |       |   |                                        |   |       |       |  |   |       |   |  |      | (577   | ) |       |   | (1,889  | ) |  |   | (2,466 | )
|Subordinated debentures                                                                                       |  |                                        | 1,139  |   |                                        |   | (1,015 | )     |  |   | 124    |   |  |      | 3,436  |   |       |   |        |   |  |   | 3,436  |  
|                                                                                                              |  |                                        |        |   |                                        |   |        |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |        |  
|Total interest expense                                                                                        |  |                                        | 6,433  |   |                                        |   | 1,480  |       |  |   | 7,913  |   |  |      | 6,178  |   |       |   | (12,320 | ) |  |   | (6,142 | )
|                                                                                                              |  |                                        |        |   |                                        |   |        |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |        |  
|Increase (decrease) in net interest income                                                                    |  | $                                      | 13,075 |   |                                        | $ | 801    |       |  | $ | 13,876 |   |  | $    | 5,999  |   |       | $ | (1,528  | ) |  | $ | 4,471  |  
|                                                                                                              |  |                                        |        |   |                                        |   |        |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |        |  



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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, 2005, was
$5,092,000 compared to $4,324,000 for the year ended June 30, 2004. This represents an increase of $768,000, or 17.76%. The increase is due to an increase in net charge-offs, the growth in the loan portfolio, and managements assessment of risk
in the loan portfolio. The provision for loan losses for the year ended June 30, 2004, was $4,324,000 compared to $4,371,000 for the year ended June 30, 2003. This represents a decrease of $47,000, or 1.08%. This decrease is due to a decline in
charge offs, an increase in recoveries; and managements assessment 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.



OTHER INCOME



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



|                                                               |  |                        |        |   |      |   |        |  |   |       
|-------------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ |  | - | ------
|                                                               |  | Year Ended June 30,   
|                                                               |  | 2005                   |        |   | 2004 |   | 2003  
|                                                               |  | (dollars in thousands)
|Service charges and other fees                                 |  | $                      | 17,939 |   |      | $ | 14,541 |  | $ | 13,080
|Net gains from sale of loans                                   |  |                        | 3,765  |   |      |   | 5,902  |  |   | 6,770 
|Loan servicing fees                                            |  |                        | 4,128  |   |      |   | 3,451  |  |   | 3,404 
|Gain (loss) on securities, net                                 |  |                        | (371   | ) |      |   | 1,255  |  |   | 1,862 
|Trust department income                                        |  |                        | 2,157  |   |      |   | 2,109  |  |   | 1,684 
|Net gain from sale of other real estate owned and other assets |  |                        | 76     |   |      |   | 296    |  |   | 1,206 
|Other income                                                   |  |                        | 3,527  |   |      |   | 3,704  |  |   | 3,348 
|                                                               |  |                        |        |   |      |   |        |  |   |       
|Total other income                                             |  | $                      | 31,221 |   |      | $ | 31,258 |  | $ | 31,354
|                                                               |  |                        |        |   |      |   |        |  |   |       



During the year ended
June 30, 2005, total other income decreased to $31,221,000 from $31,258,000 for the year ended June 30, 2004, due primarily to the decrease in net gains from sale of loans and net gain on securities, offset by the increase in service charges and
other fees.



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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,   
|                                                                    |  | 2005                   |        | 2004 |   | 2003  
|                                                                    |  | (dollars in thousands)
|Salaries and employee benefits                                      |  | $                      | 39,465 |      | $ | 35,560 |  | $ | 33,323
|Occupancy expense, net                                              |  |                        | 5,315  |      |   | 4,478  |  |   | 4,227 
|Amortization and valuation adjustment for mortgage servicing rights |  |                        | 2,706  |      |   | 1,623  |  |   | 15,358
|Data processing                                                     |  |                        | 4,286  |      |   | 3,705  |  |   | 3,676 
|Equipment expenses                                                  |  |                        | 3,362  |      |   | 2,977  |  |   | 2,757 
|Advertising                                                         |  |                        | 4,958  |      |   | 4,667  |  |   | 3,743 
|Communication expenses                                              |  |                        | 2,495  |      |   | 2,191  |  |   | 2,042 
|Professional fees                                                   |  |                        | 3,301  |      |   | 4,092  |  |   | 3,165 
|Amortization of core deposit intangible and other intangibles       |  |                        | 1,628  |      |   | 1,595  |  |   | 1,901 
|Other expenses                                                      |  |                        | 6,979  |      |   | 7,472  |  |   | 7,268 
|                                                                    |  |                        |        |      |   |        |  |   |       
|Total other expenses                                                |  | $                      | 74,495 |      | $ | 68,360 |  | $ | 77,460
|                                                                    |  |                        |        |      |   |        |  |   |       



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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Salaries and employee benefits rose $3,905,000 or 10.98%, to $39,465,000 for the year ended June 30,
2005, from $35,560,000 for the corresponding period of 2004. Contributing to the increase in salaries and employee benefits were staffing increases due to acquisitions and internal growth.The approximate number of full time employees at June
30, 2005 was 883 compared to 793 at June 30, 2004, an increase of 90 full time employees or 11.35%. Salaries and employee benefits rose $2,237,000 or 6.71%, to $35,560,000 for the year ended June 30, 2004, from $33,323,000 for the corresponding
period of 2003. Contributing to the increase in salaries and employee benefits were staffing increases due to acquisitions and internal growth.



Net occupancy expense increased $837,000, or 18.69%, to $5,315,000 for the year ended June 30, 2005, from $4,478,000 for the year ended June 30, 2004. Net
occupancy costs increased due to acquisitions and internal growth. The number of banking offices at June 30, 2005 was 81 compared to 71 at June 30, 2004. Net occupancy expense increased $251,000, or 5.94%, to $4,478,000 for the year ended June 30,
2004, from $4,227,000 for the year ended June 30, 2003. Net occupancy costs increased due to acquisitions and internal growth.



Amortization and valuation adjustments of mortgage servicing rights increased $1,083,000, to $2,706,000 for the year ended June 30, 2005, from $1,623,000
for the previous year. Mortgage servicing rights amortization of $2,706,000 includes the recognition of a valuation allowance recovery due to a change in the estimated future prepayment rates of the servicing portfolio. A valuation allowance
recovery of ($976,000) was recognized during the year ended June 30, 2005. Amortization and valuation adjustments of mortgage servicing rights decreased $13,735,000, to $1,623,000 for the year ended June 30, 2004, from $15,358,000 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, 2004. Great Western Bank, Omaha is currently the only Great Western bank that services mortgage loans
pursuant to purchased 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.



Data processing costs increased $581,000 or 15.68% to
$4,286,000 for the year ended June 30, 2005, from $3,705,000 during the year ended June 30, 2004. The increase in data processing costs year over year was a result of the increased number of banking locations and the dollar volume of loan and
deposit accounts maintained on Great Westerns core banking applications. Data processing costs increased $29,000, or 0.79% to $3,705,000 for the year ended June 30, 2004, from $3,676,000 during the year ended June 30, 2003. The increase was
due to acquisitions and internal growth.



Equipment costs
increased $385,000, or 12.93% to $3,362,000 for the year ended June 30, 2005, from $2,977,000 during the year ended June 30, 2004. The increase in equipment costs year over year was a result of the increased number of banking locations. Equipment
costs increased $20,000, 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.



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Advertising costs increased to $4,958,000, an increase of $291,000 or 6.24% for the year ended June 30,
2005, from $4,667,000 during the year ended June 30, 2004. The increase in advertising costs was a result of the promotion of new banking locations as Great Western expanded its presence in southern Iowa, northern Missouri, and northeastern Kansas.
See Mergers and Acquisitions for additional information. Advertising costs increased to $4,667,000, an increase of $924,000 or 24.69% for the year ended June 30, 2004, from $3,743,000 during the year ended June 30, 2003. The increase was
due to internal growth and an increase in bank advertising.



Communication expenses increased $304,000, or 13.87%, to $2,495,000 for the year ended June 30, 2005, from $2,191,000 for the year ended June 30, 2004. The increase in communication expenses year over year was a result of the increased
number of banking locations. Communication expenses increased $149,000, or 7.30%, to $2,191,000 for the year ended June 30, 2004, from $2,042,000 for the year ended June 30, 2003. Communication expenses increased for this period due to Great
Westerns growth and acquisitions.



Amortization of core
deposit intangible and other intangibles was $1,628,000 for the year ended June 30, 2005 compared to $1,595,000 for the year ended June 30, 2004, and $1,901,000 for the year ended June 30, 2003.The decrease in the amortization expense
in the years ended 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.The increase in the amortization expense 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 mergers and acquisitions completed during the year ended June 30, 2005. See Mergers and Acquisitions for additional information.



Professional fees decreased $791,000, or 19.33%, to $3,301,000 for the year ended June 30, 2005, from $4,092,000 for the year ended June 30, 2004.
Professional fees increased $927,000, or 29.29%, to $4,092,000 for the year ended June 30, 2004, from $3,165,000 for the year ended June 30, 2003. 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. The amount of the debt issuance costs expensed was $933,000.



Other operating expenses include, among many other items, armored car, supplies, correspondent bank service charges, travel and entertainment, dues and
subscriptions, and certain expenses associated with other real estate owned. These expenses decreased $493,000, or 6.60%, to $6,979,000 for the year ended June 30, 2005, from $7,472,000 for the year ended June 30, 2004. The decrease was a result of
a $444,000 decrease in certain expenses associated with other real estate owned during the year ended June 30, 2005 as compared to June 30, 2004. Other operating expenses increased $204,000, or 2.81%, to $7,472,000 for the year ended June 30, 2004,
from $7,268,000 for the year ended June 30, 2003. Other operating expenses increased for this period due to Great Westerns growth and acquisitions.



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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 $2,217,000 to $16,302,000 for the year ended June 30, 2005, from $14,085,000 for the year ended June 30, 2004, reflecting the increase of income before taxes for the period. 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.



RECENT ACCOUNTING PRONOUNCEMENTS



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



In September 2004, the FASB decided to delay the effective date for the measurement and recognition guidance contained in
EITF No. 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The disclosure guidance in EITF No. 03-1 was not 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. 3 Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies
to all voluntary changes in accounting principles and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including in net income for the period of the change the cumulative effect of changing to the new accounting principle. This statement requires retrospective application to prior
periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 carries forward without change the guidance
contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS No. 154 also carries forward the guidance in APB No. 20 requiring justification of a change in
accounting principle on the basis of preferability. 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. 154 does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the
effective date of this statement.



ANALYSIS OF
FINANCIAL CONDITION



LOAN PORTFOLIO



Total loans, net of unearned fees, increased $274,249,000, or
14.79% to $2,129,107,000 at June 30 2005, from $1,854,858,000 at June 30, 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 $233,646,000, or 14.41%, to $1,854,858,000 at June 30, 2004, from $1,621,212,000 at June 30, 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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|                               |  |               |           |   |               |        |   |  |   |           |   |  |        |  
|------------------------------ |  | ------------- | --------- | - | ------------- | ------ | - |  | - | --------- | - |  | ------ | -
|                               |  | 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 | %
|                               |  |               |           |   |               |        |   |  |   |           |   |  |        |  



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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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                       |   | FloatingRate    |  | Fixed Rate |         | FloatingRate |   | 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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|                            |  |                        |         |                                  |   |                 |  |            |         |              |   |        |  |   |       |  |   |          
|--------------------------- |  | ---------------------- | ------- | -------------------------------- | - | --------------- |  | ---------- | ------- | ------------ | - | ------ |  | - | ----- |  | - | ---------
|                            |  |                        |         | At June 30, 2004                 |   |                
|                            |  |                        |         | Over One Year Through Five Years |   | Over Five Years |  |           
|                            |  | One Year or Less       |         | Fixed Rate                       |   | FloatingRate    |  | Fixed Rate |         | FloatingRate |   | 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
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, 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, 2005, and for each of the prior four years.



|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                                                                                        |  | At June 30             |       
|                                                                                                        |  | 2005                   |        |   | 2004 |   |        | 2003 |  |   | 2002   |   |  | 2001 |       
|                                                                                                        |  | (dollars in thousands) |       
|Nonaccrual loans                                                                                        |  | $                      | 7,736  |   |      | $ | 13,242 |      |  | $ | 9,561  |   |  | $    | 11,592 |   |  | $ | 4,703  |  
|Accruing loans past due 90 days or more                                                                 |  |                        | 1,991  |   |      |   | 154    |      |  |   | 2,130  |   |  |      | 1,895  |   |  |   | 1,772  |  
|Restructured loans                                                                                      |  |                        | 175    |   |      |   | 955    |      |  |   | 768    |   |  |      | 3,977  |   |  |   | 13,510 |  
|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total non-performing loans                                                                              |  |                        | 9,902  |   |      |   | 14,351 |      |  |   | 12,459 |   |  |      | 17,464 |   |  |   | 19,985 |  
|Other real estate and other repossessed assets                                                          |  |                        | 4,065  |   |      |   | 2,628  |      |  |   | 2,208  |   |  |      | 2,496  |   |  |   | 1,179  |  
|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total non-performing assets                                                                             |  | $                      | 13,967 |   |      | $ | 16,979 |      |  | $ | 14,667 |   |  | $    | 19,960 |   |  | $ | 21,164 |  
|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Ratio of total nonperforming loans to loans, net of unearned fees                                       |  |                        | 0.47   | % |      |   | 0.77   | %    |  |   | 0.77   | % |  |      | 1.17   | % |  |   | 1.53   | %
|Ratio of total non-performing assets to total loans plus other real estate and other repossessed assets |  |                        | 0.65   |   |      |   | 0.91   |      |  |   | 0.90   |   |  |      | 1.33   |   |  |   | 1.62   |  
|Ratio of non-performing assets to total assets                                                          |  |                        | 0.51   |   |      |   | 0.70   |      |  |   | 0.68   |   |  |      | 0.99   |   |  |   | 1.19   |  



Nonaccrual loans were
$7,736,000 as of June 30, 2005, a decrease of $5,506,000 over $13,242,000 as of June 20, 2004. The decrease was primarily a result of two large loans being reclassified to other real estate owned and then sold, and two other large loans being
restored to accrual status as the creditor paid the delinquent principal and interest balances due.



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Nonaccrual loans were $13,242,000 as of June 30, 2004, an increase of $3,681,000 over the balance of $9,561,000 as of
June 30, 2003.This increase was primarily due to four real estate development loans totaling approximately $2,600,000 being 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 In 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 $175,000 and $955,000 at June 30, 2005
and 2004, respectively. The decrease was a result of payoff or pay down of such loans during the year ended June 30, 2005. Restructured loans were $955,000 and $768,000 at June 30, 2004 and 2003, respectively.



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 expenses, specifically net costs
applicable to other real estate and other repossessed assets, in maintaining, insuring and selling such assets.



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 $25,701,000 or
1.21% of loans, net of unearned fees, at June 30, 2005 compared to $22,643,000 or 1.22% of loans, net of unearned fees, at June 30, 2004, and $21,251,000 or 1.31% of loans, net of unearned fees, at June 30, 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



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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, 2005 was $4,060,000 compared with $2,932,000 during the year ended June 30, 2004. The percentage of net loans charged off to average loans, net of unearned income 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 $1,817,000, during 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 year ended June 30, 2004 was $2,932,000 compared to $3,464,000 during the year 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 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.



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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      | %



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

---

|(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. See Non-performing Loans for
additional information.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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is determined by management to be 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 $4,748,000 during the
year ended June 30, 2005 and $3,605,000 for June 30, 2004. Recoveries during fiscal year 2005 were $688,000 when compared to $673,000 for fiscal year June 30, 2004. See Non-Performing Loans for additional information.



The following table shows the allocations in the allowance and the
respective percentages of each loan category to total loans at June 30, 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 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. 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.



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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.



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.



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.



The following table provides the maturity distribution and weighted average
interest rates of Great Westerns securities portfolio at June 30, 2005. 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, 2005, the yields were 3.88% and 4.76% at Federal Home Loan Banks of Des Moines and Topeka, respectively.



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|                                                                |  |                        |         |                |   |                      |  |                        |         |  |      |  
|--------------------------------------------------------------- |  | ---------------------- | ------- | -------------- | - | -------------------- |  | ---------------------- | ------- |  | ---- | -
|                                                                |  | 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 | %
|                                                                |  |                        |         |                |   |                      |  |                        |         |  |      |  



DEPOSITS



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,



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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.



The
following table presents the average amounts and the average rates paid on deposits of Great Western for the year ended June 30, 2005, and for each of the prior two years:



|                                                           |  |                        |           |              |      |   |                |      |             |  |      |                |  |              |           |  |      |  
|---------------------------------------------------------- |  | ---------------------- | --------- | ------------ | ---- | - | -------------- | ---- | ----------- |  | ---- | -------------- |  | ------------ | --------- |  | ---- | -
|                                                           |  | Year Ended June 30,    |          
|                                                           |  | 2005                   |           |              | 2004 |   |                | 2003 |            
|                                                           |  | Average Amount         |           | Average Rate |      |   | Average Amount |      | AverageRate |  |      | 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 | %
|                                                           |  |                        |           |              |      |   |                |      |             |  |      |                |  |              |           |  |      |  



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



|                                        |  |                  |        
|--------------------------------------- |  | ---------------- | -------
|                                        |  | 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 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



Each of the subsidiary banks is a member of 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, 2005, the subsidiary banks had $180,605,000 in Federal Home Loan Bank advances compared to
$114,802,000 at June 30, 2004 and $102,162,000 at June 30, 2003. At June 30, 2005, based on its Federal Home Loan Bank stockholdings, the aggregate unused borrowing capacity of Great Western was $100,075,000.



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, 2005 compared to $500,000 at June 30, 2004 and $7,500,000 at June 30, 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. (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, 2005. For the quarter ending June 30, 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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Great 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.



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 $58,174,000 and $55,987,000 during the years ended June 30, 2005 and 2004. These amounts comprised 2.24% and 2.46% of average total assets during the years ended June 30, 2005 and 2004. The average level of securities and federal
funds sold was $411,038,000 and $368,727,000 during the years ended June 30, 2005 and 2004.



At June 30, 2005, $16,072,000, or 5.38%, of Great Westerns securities portfolio, excluding mortgage-backed securities and equity securities, is scheduled to mature within one year and $248,025,000 or 82.98%,
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, 2005, approximately $952,606,000, or 44.74%, 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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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, 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, 2005             |           |       | June 30, 2004 |  
|                              |  | Amount                    |           | Ratio |               |   | Amount |   | Ratio     | 
|                              |  | (dollars in thousands)    |          
|Core (Tier I) capital         |  | $                         | 161,759   |       | 7.16          | % |        | $ | 140,099   |  | 7.21  | %
|Minimum requirement           |  |                           | 90,310    |       | 4.00          |   |        |   | 77,722    |  | 4.00  |  
|                              |  |                           |           |       |               |   |        |   |           |  |       |  
|Excess                        |  | $                         | 71,449    |       | 3.16          | % |        | $ | 62,377    |  | 3.21  | %
|                              |  |                           |           |       |               |   |        |   |           |  |       |  
|Total capital                 |  | $                         | 264,637   |       | 11.72         | % |        | $ | 256,535   |  | 13.20 | %
|Minimum requirement           |  |                           | 180,620   |       | 8.00          |   |        |   | 155,444   |  | 8.00  |  
|                              |  |                           |           |       |               |   |        |   |           |  |       |  
|Excess                        |  | $                         | 84,017    |       | 3.72          | % |        | $ | 101,091   |  | 5.20  | %
|                              |  |                           |           |       |               |   |        |   |           |  |       |  
|Total risk-weighted assets    |  | $                         | 2,257,745 |       |               |   |        | $ | 1,943,048 |  |       |  
|                              |  |                           |           |       |               |   |        |   |           |  |       |  
|                              | 
|                              |  | 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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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,
|                             |  | 2005     |         | 2004
|Commitments to extend credit |  | $        | 475,641 |      | $ | 381,151
|Letters of credit            |  |          | 17,144  |      |   | 14,464 



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.



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The following presents Great Westerns other contractual obligations at June 30, 2005:



|                            |  |                        |         |           |   |           |  |                  |         |       |   |         |  |   |          
|--------------------------- |  | ---------------------- | ------- | --------- | - | --------- |  | ---------------- | ------- | ----- | - | ------- |  | - | ---------
|                            |  | Payments Due by Period
|                            |  | Less than1 year        |         | 1-3 years |   | 3-5 years |  | More than5 years |         | Total
|                            |  | (In Thousands)        
|Long-term debt (1)          |  | $                      | 80,304  |           | $ | 75,058    |  | $                | 12,700  |       | $ | 60,765  |  | $ | 228,827  
|Subordinated debentures (2) |  |                        |        |           |   |          |  |                  |        |       |   | 87,631  |  |   | 87,631   
|Certificates of deposit (3) |  |                        | 602,501 |           |   | 367,995   |  |                  | 98,107  |       |   | 1,377   |  |   | 1,069,980
|Operating lease obligations |  |                        | 1,435   |           |   | 2,430     |  |                  | 1,807   |       |   | 2,698   |  |   | 8,370    
|Purchase obligations        |  |                        | 1,891   |           |   |          |  |                  |        |       |   |        |  |   | 1,891    
|                            |  |                        |         |           |   |           |  |                  |         |       |   |         |  |   |          
|Totals                      |  | $                      | 686,131 |           | $ | 445,483   |  | $                | 112,614 |       | $ | 152,471 |  | $ | 1,396,699
|                            |  |                        |         |           |   |           |  |                  |         |       |   |         |  |   |          

---

|(1) | See Note 11 to the Consolidated Financial Statements.
|--- | -----------------------------------------------------

|(2) | See Note 12 to the Consolidated Financial Statements.
|--- | -----------------------------------------------------

|(3) | 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 1.02% at the less than three-month interval, (10.87)% at the three-month
to less than one-year interval and 7.08% at the one to five year interval at June 30, 2005. Currently, Great Western is in a liability-sensitive position in the near term. Great Western had $785,760,000 of interest-bearing



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demand, savings and money market deposits at June 30, 2005 that are somewhat less rate-sensitive. Excluding these deposits, Great Westerns
interest-sensitive ratio would have been 12.54% at the less than three-month interval, 9.25% at the three month to less than one-year interval and 32.89% at the one to five year interval at June 30, 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, 2005:



|                                                                           |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|-------------------------------------------------------------------------- |  | ------------------------------------------------ | ------- | - | -------------------------------- | - | -------- | ----------------- |  | - | --------------- | - |  | ----- | ------- | - |  | - | ---------
|                                                                           |  | 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                                                |  | $                                                | 779,740 |   |                                  | $ | 308,343  |                   |  | $ | 946,950         |   |  | $     | 94,074  |   |  | $ | 2,129,107
|Investment securities:                                                     |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Taxable                                                                    |  |                                                  | 12,069  |   |                                  |   | 43,916   |                   |  |   | 213,454         |   |  |       | 73,208  |   |  |   | 342,647  
|Tax exempt                                                                 |  |                                                  | 830     |   |                                  |   | 3,184    |                   |  |   | 17,990          |   |  |       | 19,414  |   |  |   | 41,418   
|Federal funds sold and other                                               |  |                                                  | 15,608  |   |                                  |   |         |                   |  |   |                |   |  |       |        |   |  |   | 15,608   
|                                                                           |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Total interest-earning assets                                              |  |                                                  | 808,247 |   |                                  |   | 355,443  |                   |  |   | 1,178,394       |   |  |       | 186,696 |   |  |   | 2,528,780
|Interest-bearing liabilities:                                              |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Deposits:                                                                  |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Demand, savings and money market deposits                                  |  | $                                                | 315,553 |   |                                  | $ | 235,728  |                   |  | $ | 155,903         |   |  | $     | 78,576  |   |  | $ | 785,760  
|Time deposits                                                              |  |                                                  | 200,136 |   |                                  |   | 426,180  |                   |  |   | 443,269         |   |  |       | 395     |   |  |   | 1,069,980
|Federal funds purchased and securities sold under agreements to repurchase |  |                                                  | 97,690  |   |                                  |   | 114      |                   |  |   | 160             |   |  |       |        |   |  |   | 97,964   
|Federal home loan bank advances and other                                  |  |                                                  | 61,105  |   |                                  |   | 19,200   |                   |  |   | 87,258          |   |  |       | 14,564  |   |  |   | 182,127  
|Notes payable                                                              |  |                                                  | 46,700  |   |                                  |   |         |                   |  |   |                |   |  |       |        |   |  |   | 46,700   
|Subordinated debentures                                                    |  |                                                  | 59,177  |   |                                  |   |         |                   |  |   |                |   |  |       | 28,454  |   |  |   | 87,631   
|                                                                           |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Total interest-bearing liabilities                                         |  | $                                                | 780,361 |   |                                  | $ | 681,222  |                   |  | $ | 686,590         |   |  | $     | 121,989 |   |  | $ | 2,270,162
|Interest rate gap                                                          |  | $                                                | 27,886  |   |                                  | $ | (325,779 | )                 |  | $ | 491,804         |   |  | $     | 64,707  |   |  | $ | 258,618  
|Cumulative interest rate gap at June 30, 2005                              |  | $                                                | 27,886  |   |                                  | $ | (297,893 | )                 |  | $ | 193,911         |   |  | $     | 258,618 |   |  |   |          
|                                                                           |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Cumulative interest rate gap to total assets                               |  |                                                  | 1.02    | % |                                  |   | (10.87   | )%                |  |   | 7.08            | % |  |       | 9.44    | % |  |   |          
|                                                                           |  |                                                  |         |   |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          



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



|                          |  |                        |         |                     |        |   |                |       |  
|------------------------- |  | ---------------------- | ------- | ------------------- | ------ | - | -------------- | ----- | -
|                          |  | Net interest income    |         | (Decrease) Increase |        |   | Percent Change |      
|                          |  | (dollars in thousands) |        
|Changes in Interest Rates |  |                        |         |                     |        |   |                |       |  
|                          |  |                        |        
|200 basis point rise      |  | $                      | 103,666 |                     | 3,182  |   |                | 3.17  | %
|100 basis point rise      |  |                        | 102,075 |                     | 1,591  |   |                | 1.58  |  
|Base rate scenario        |  |                        | 100,484 |                     |       |   |                |      |  
|100 basis point decline   |  |                        | 97,147  |                     | (3,337 | ) |                | (3.32 | )
|200 basis point decline   |  |                        | 93,810  |                     | (6,674 | ) |                | (6.64 | )



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



|                          |  |                        |        |                     |        |   |                |       |  
|------------------------- |  | ---------------------- | ------ | ------------------- | ------ | - | -------------- | ----- | -
|                          |  | Net interest income    |        | (Decrease) Increase |        |   | Percent Change |      
|                          |  | (dollars in thousands) |       
|Changes in Interest Rates |  |                        |        |                     |        |   |                |       |  
|                          |  |                        |       
|200 basis point rise      |  | $                      | 86,459 |                     | 843    |   |                | .98   | %
|100 basis point rise      |  |                        | 86,037 |                     | 421    |   |                | .49   |  
|Base rate scenario        |  |                        | 85,616 |                     |       |   |                |      |  
|100 basis point decline   |  |                        | 83,387 |                     | (2,229 | ) |                | (2.60 | )
|200 basis point decline   |  |                        | 78,876 |                     | (6,740 | ) |                | (7.87 | )



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



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



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



There has been no current report on Form 8-K filed within 24 months prior to the date of the most recent financial statements reporting a change of
accountants and/or reporting disagreements on any matter of accounting principle or financial statement disclosure.



ITEM 9A. CONTROLS AND PROCEDURES



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
could significantly affect these 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.



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     |  | 72  |  | Chairman of the Board, CEO and Director                 |  | Chairman and Director of Great Western Bank, Watertown and Great Western Bank, Omaha                                                                                                                     
|                    |  |     | 
|Daniel A. Hamann    |  | 47  |  | 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    |  | 46  |  | Executive Vice President and Director                   |  | President, CEO and Director of Great Western Bank, Omaha                                                                                                                                                 
|                    |  |     | 
|Jeffory A. Erickson |  | 47  |  | Director                                                |  | President, CEO and Director of Great Western Bank, Watertown, Director of Great Western Service Corporation                                                                                              
|                    |  |     | 
|Thomas B. Fischer   |  | 58  |  | Senior Vice President, Assistant Secretary and Director |  | None                                                                                                                                                                                                     
|                    |  |     | 
|Art N. Burtscher    |  | 54  |  | Director                                                |  | Director of Great Western Bank, Omaha                                                                                                                                                                    
|                    |  |     | 
|Andrew C. Hove, Jr. |  | 70  |  | Director                                                |  | None                                                                                                                                                                                                     
|                    |  |     | 
|Robert W. Murray    |  | 70  |  | Director                                                |  | None                                                                                                                                                                                                     
|                    |  |     | 
|Leo W. Smith II     |  | 69  |  | Director                                                |  | Director of Great Western Bank, Omaha                                                                                                                                                                    
|                    |  |     | 
|James R. Clark      |  | 54  |  | CFO, Secretary and Treasurer                            |  | Vice President of Great Western Service Corporation                                                                                                                                                      
|                    |  |     | 
|John L. Hendren     |  | 50  |  | 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 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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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 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
board committees at the holding company level except an audit committee and an executive committee. Great Western has an Audit Committee Charter in compliance with SEC and American Stock Exchange rules.



Great Western has four independent directors, as defined by the American
Stock Exchange rules, that serve on its audit committee. The independent audit committee members are Mr. Burtscher, Mr. Hove, Mr. Murray, and Mr. Smith, Chairman of the audit committee. Great Westerns Board of Directors has determined that all
of the independent audit committee members are qualified as audit committee financial experts. The independent directors receive an annual retainer of $15,000 plus $1,000 for attending 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.



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.



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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 |         | 401KCompanyContributions  |  | PhantomStockAccrual
|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 Board does not have a compensation committee. Deryl F.
Hamann, with Board approval, determines executive compensation as a member of the executive 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



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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.



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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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.



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 September 2, 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                      |  | 27,193                  | (1)    |  | 21.99              | %
|1500 Woodmen Tower                   |  |                         |        |  |                    |  
|Omaha, NE 68102                      |  |                         |        |  |                    |  
|                                     |  |                        
|Daniel A. Hamann                     |  | 54,710.50               | (2)(6) |  | 44.25              | %
|9290 West Dodge Road, Suite 203      |  |                         |        |  |                    |  
|Omaha, NE 68114                      |  |                         |        |  |                    |  
|                                     |  |                        
|Esther Hamann Brabec                 |  | 57,064.50               | (3)(6) |  | 46.15              | %
|9290 West Dodge Road, Suite 203      |  |                         |        |  |                    |  
|Omaha, NE 68114                      |  |                         |        |  |                    |  

---

|(1) | Of this amount, an aggregate of 24,834 shares are held by 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 benefically owns an additional 454 shares held by an affiliated company. In addition, Mr. Hamann owns 1,905 shares individually.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Of this amount, 2,123 shares are owned by his revocable trust for which he serves as sole trustee, 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, 1,813 shares are owned by her revocable trust for which she serves as sole trustee, 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 17,261.75 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. 103rdSt., 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. 42ndSt.                                              |  |           |        |  |       |  
|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, 2,056 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, 3,153 shares are owned by her as trustee for Esther Hamann Brabecs issue and 17,398.75 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%.
|- | -------------



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##### Table of Contents

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 $1,013,596 during Great Westerns fiscal
year ended June 30, 2005, $1,057,464 for the year ended June 30, 2004, and $1,074,368 for the year ended June 30, 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 $17,635 during the fiscal year ended June 30, 2005, $26,834 during the fiscal year ended June 30, 2004, and $54,157
during the fiscal year ended June 30, 2003. Great Western believes that the foregoing arrangements are on terms similar to those which would be obtained with an unaffiliated party.



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. Great Western issued $35,000,000 in subordinated capital notes. The subordinated capital notes bear interest at a floating rate of one percent per annum over the
prime rate and will be due March 23, 2011 with interest payable quarterly. Great Western has the right to prepay the subordinated capital notes without penalty. 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.



Great Western Bank, Omaha issued $10,000,000 in subordinated capital notes on June 13, 2005. The subordinated capital notes bear interest at a floating
rate of one percent per annum over the prime rate and will be 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. Great Westerns obligations under its preferred securities guarantee and the junior subordinated debentures are unsecured and rank junior to
Great Western and Great Western Bank, Omahas obligations under its subordinated capital notes.



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, which was reduced to 190 basis points on December 29, 2004, 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.



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---

##### Table of Contents

Capital Investors negotiated a loan from an unaffiliated bank of $10,000,000 to purchase Great Western
Bank, Omahas subordinated capital notes. The loan bears interest at a floating rate of 150 basis points above the Eurodollar rate fixed at intervals ranging from 30 to 90 days. The initial interest rate is 4.89%. Interest is payable quarterly
and the principal is due on June 13, 2010. 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.



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.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



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



|                       |  |                     |     |      |   |    
|---------------------- |  | ------------------- | --- | ---- | - | ---
|                       |  | Year Ended June 30,
|                       |  | 2005                |     | 2004
|                       |  | (In thousands)     
|Audit Fees             |  | $                   | 138 |      | $ | 102
|Audit related Fees (1) |  |                     | 1   |      |   | 12 
|Tax Fees (2)           |  |                     | 27  |      |   | 12 
|All other fees         |  |                     |    |      |   |   
|                       |  |                     |     |      |   |    
|Total Fees             |  | $                   | 166 |      | $ | 126
|                       |  |                     |     |      |   |    

---

|(1) | Research and discussions on new accounting pronouncements.
|--- | ----------------------------------------------------------

|(2) | Research and preparation of federal and state income tax returns.
|--- | -----------------------------------------------------------------



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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##### Table of Contents

PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



| | (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



(a) (3) EXHIBITS



|                            |  |                                                                                                                                                       |  |                                                           |  |                                                                                 
|--------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- |  | --------------------------------------------------------------------------------
|REGULATIONS-K EXHIBITNUMBER |  | DOCUMENT                                                                                                                                              |  | REFERENCETO PRIORFILING OR EXHIBIT NUMBER ATTACHED HERETO |  | SEQUENTIAL PAGE NUMBER WHERE ATTACHED EXHIBITS ARELOCATED IN 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.           |  | (9)                                                       |  | 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. |  | (10)                                                      |  | 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.              |  | (11)                                                      |  | 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.                                                                                                                |  | (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.                                                                                                        |  | (9)                                                       |  | Not Applicable                                                                  
|                            |  |                                                                                                                                                       | 
|4.3                         |  | Certificate of Trust of Great Western Statutory Trust IV.                                                                                             |  | (10)                                                      |  | 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.                                                                                                                            |  | (9)  |  | Not Applicable
|     |  |                                                                                                                                                                                                                          | 
|4.5  |  | Form of Amended and Restated Trust Agreement of Great Western Statutory Trust IV dated December 17, 2003.                                                                                                                |  | (10) |  | Not Applicable
|     |  |                                                                                                                                                                                                                          | 
|4.5  |  | Form of Amended and Restated Trust Agreement of GWB Capital Trust V dated March 31, 2004.                                                                                                                                |  | (11) |  | 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.                                                                                                                                                         |  | (9)  |  | Not Applicable
|     |  |                                                                                                                                                                                                                          | 
|4.6  |  | Form of Preferred Security Certificate of Great Western Statutory Trust IV                                                                                                                                               |  | (10) |  | Not Applicable
|     |  |                                                                                                                                                                                                                          | 
|4.6  |  | Form of Preferred Security Certificate of GWB Capital Trust V.                                                                                                                                                           |  | (11) |  | 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.                                                                                                                                                                        |  | (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.                                                                                                                                                                        |  | (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



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|      |  |                                                                                                                                                                                    |  |     |  |               
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------
|      |  |                                                                                                                                                                                    | 
|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
|      |  |                                                                                                                                                                                    | 
|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) |  |               
|      |  |                                                                                                                                                                                    | 
|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 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) | Filed herewith.
|--- | ---------------

|(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 GWB Capital Trust III.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 Great Western Statutory Trust IV.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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---

##### Table of Contents

|(11) | 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 Capital Trust V.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | 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 the subordinated capital notes of Great Western and its subsidiary, Great Western Bank, Omaha.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



-62-



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##### Table of Contents

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. HamannDeryl 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) |  |      |  | Daniel A. Hamann, President Chief Operating Officer
and Director
|Date: 9/2/05                                                                                                |  |      |  | Date: 9/2/05                                                    
|                                                                                                            |  |     
|/s/ Thomas B. Fischer                                                                                       |  |      |  | /s/ Arthur N. Burtscher*                                        
|Thomas B. Fischer,                                                                                          |  |      |  | Arthur N. Burtscher                                             
|Senior Vice President and Director                                                                          |  |      |  | Director                                                        
|Date: 9/2/05                                                                                                |  |      |  | Date: 9/2/05                                                    
|                                                                                                            |  |     
|/s/ Daniel J. Brabec                                                                                        |  |      |  | /s/ Andrew C. Hove, Jr.*                                        
|Daniel J. Brabec,                                                                                           |  |      |  | Andrew C. Hove, Jr.                                             
|Executive Vice President and Director                                                                       |  |      |  | Director                                                        
|Date: 9/2/05                                                                                                |  |      |  | Date: 9/2/05                                                    
|                                                                                                            |  |     
|/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                                                    



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##### Table of Contents

Great Western Bancorporation, Inc.



Contents



|                                                        |  |          
|------------------------------------------------------- |  | ---------
|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



F-1



---

##### Table of Contents

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, 2005 and 2004, and the related consolidated statements of income, stockholders equity, and cash
flows for each of the three years 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.



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 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 in the period ended June 30, 2005, in conformity with accounting principles generally accepted in the United States of America.



/s/ BKD,LLP



Omaha, Nebraska

August 11, 2005



F-2



---

##### Table of Contents

Great Western Bancorporation, Inc.



Consolidated Balance Sheets



June 30, 2005
and 2004



(In thousands, except share data)



|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                                                                                                                                                                                                       |  | 2005 |           |   | 2004 |  
|Assets                                                                                                                                                                                                                                                                 |  |      |           |   |      |   |           |  
|Cash and due from banks                                                                                                                                                                                                                                                |  | $    | 71,178    |   |      | $ | 49,768    |  
|Federal funds sold and FHLB overnight deposits                                                                                                                                                                                                                         |  |      | 15,608    |   |      |   | 26,642    |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Cash and cash equivalents                                                                                                                                                                                                                                              |  |      | 86,786    |   |      |   | 76,410    |  
|Certificate of deposit                                                                                                                                                                                                                                                 |  |      |          |   |      |   | 99        |  
|Securities available for sale                                                                                                                                                                                                                                          |  |      | 384,065   |   |      |   | 364,847   |  
|Investment in affiliates                                                                                                                                                                                                                                               |  |      | 2,631     |   |      |   | 3,262     |  
|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                                                                                                                                                                                                                                                 |  |      | 54,017    |   |      |   | 47,890    |  
|Accrued interest receivable                                                                                                                                                                                                                                            |  |      | 16,264    |   |      |   | 14,309    |  
|Core deposit and other intangibles                                                                                                                                                                                                                                     |  |      | 2,935     |   |      |   | 2,897     |  
|Goodwill                                                                                                                                                                                                                                                               |  |      | 53,594    |   |      |   | 51,847    |  
|Mortgage servicing rights                                                                                                                                                                                                                                              |  |      | 15,164    |   |      |   | 14,557    |  
|Other assets                                                                                                                                                                                                                                                           |  |      | 20,747    |   |      |   | 21,576    |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Total assets                                                                                                                                                                                                                                                           |  | $    | 2,739,609 |   |      | $ | 2,429,909 |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                                   |  |      |           |   |      |   |           |  
|Liabilities                                                                                                                                                                                                                                                            |  |      |           |   |      |   |           |  
|Deposits                                                                                                                                                                                                                                                               |  |      |           |   |      |   |           |  
|Noninterest-bearing                                                                                                                                                                                                                                                    |  | $    | 289,090   |   |      | $ | 252,759   |  
|Interest-bearing                                                                                                                                                                                                                                                       |  |      | 1,855,740 |   |      |   | 1,661,305 |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Total deposits                                                                                                                                                                                                                                                         |  |      | 2,144,830 |   |      |   | 1,914,064 |  
|                                                                                                                                                                                                                                                                       |  |     
|Federal funds purchased and securities sold under agreements to repurchase                                                                                                                                                                                             |  |      | 97,964    |   |      |   | 95,810    |  
|FHLB advances and other borrowings                                                                                                                                                                                                                                     |  |      | 182,127   |   |      |   | 115,355   |  
|Notes payable                                                                                                                                                                                                                                                          |  |      | 46,700    |   |      |   | 36,700    |  
|Subordinated debentures                                                                                                                                                                                                                                                |  |      | 87,631    |   |      |   | 108,662   |  
|Accrued interest and other liabilities                                                                                                                                                                                                                                 |  |      | 16,674    |   |      |   | 16,124    |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Total liabilities                                                                                                                                                                                                                                                      |  |      | 2,575,926 |   |      |   | 2,286,715 |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Minority Interests                                                                                                                                                                                                                                                     |  |      | 4,505     |   |      |   | 4,074     |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|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    |  
|Common stock, $1.00 par value, authorized 1,000,000 shares; issued and outstanding 2005  123,650 shares, 2004  123,802
shares                                                                                                                                        |  |      | 124       |   |      |   | 124       |  
|Additional paid-in capital                                                                                                                                                                                                                                             |  |      | 2,029     |   |      |   | 2,032     |  
|Retained earnings                                                                                                                                                                                                                                                      |  |      | 157,330   |   |      |   | 129,106   |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                                   |  |      | (2,005    | ) |      |   | (3,842    | )
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Total stockholders equity                                                                                                                                                                                                                                             |  |      | 159,178   |   |      |   | 139,120   |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                             |  | $    | 2,739,609 |   |      | $ | 2,429,909 |  
|                                                                                                                                                                                                                                                                       |  |      |           |   |      |   |           |  



|                                               |  |    
|---------------------------------------------- |  | ---
|See Notes to Consolidated Financial Statements |  | F-3



---

##### Table of Contents

Great Western Bancorporation, Inc.



Consolidated Statements of Income



Years
Ended June 30, 2005, 2004 and 2003



(In thousands,
except share and per share data)



|                                                                           |  |      |         |   |      |   |         |  |   |        
|-------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- |  | - | -------
|                                                                           |  | 2005 |         |   | 2004 |   | 2003   
|Interest and Dividend Income                                               |  |      |         |   |      |   |         |  |   |        
|Loans                                                                      |  | $    | 130,245 |   |      | $ | 110,641 |  | $ | 109,877
|Taxable securities                                                         |  |      | 12,668  |   |      |   | 10,545  |  |   | 12,415 
|Nontaxable securities                                                      |  |      | 1,536   |   |      |   | 1,652   |  |   | 1,812  
|Dividends on securities                                                    |  |      | 623     |   |      |   | 370     |  |   | 242    
|Federal funds sold and other                                               |  |      | 265     |   |      |   | 277     |  |   | 724    
|                                                                           |  |      |         |   |      |   |         |  |   |        
|Total interest and dividend income                                         |  |      | 145,337 |   |      |   | 123,485 |  |   | 125,070
|                                                                           |  |      |         |   |      |   |         |  |   |        
|Interest Expense                                                           |  |      |         |   |      |   |         |  |   |        
|Deposits                                                                   |  |      | 34,894  |   |      |   | 29,028  |  |   | 35,793 
|Federal funds purchased and securities sold under agreements to repurchase |  |      | 1,358   |   |      |   | 960     |  |   | 824    
|FHLB advances and other borrowings                                         |  |      | 5,275   |   |      |   | 4,068   |  |   | 4,123  
|Notes payable                                                              |  |      | 2,287   |   |      |   | 1,969   |  |   | 2,397  
|Company obligated mandatory redeemable preferred securities                |  |      |        |   |      |   | 2,602   |  |   | 5,068  
|Subordinated debentures                                                    |  |      | 6,162   |   |      |   | 3,436   |  |   |       
|                                                                           |  |      |         |   |      |   |         |  |   |        
|Total interest expense                                                     |  |      | 49,976  |   |      |   | 42,063  |  |   | 48,205 
|                                                                           |  |      |         |   |      |   |         |  |   |        
|Net Interest Income                                                        |  |      | 95,361  |   |      |   | 81,422  |  |   | 76,865 
|                                                                           |  |      |        
|Provision for Loan Losses                                                  |  |      | 5,092   |   |      |   | 4,324   |  |   | 4,371  
|                                                                           |  |      |         |   |      |   |         |  |   |        
|                                                                           |  |      |        
|Net Interest Income After Provision for Loan Losses                        |  |      | 90,269  |   |      |   | 77,098  |  |   | 72,494 
|                                                                           |  |      |         |   |      |   |         |  |   |        
|Noninterest Income                                                         |  |      |         |   |      |   |         |  |   |        
|Service charges and other fees                                             |  |      | 17,939  |   |      |   | 14,541  |  |   | 13,080 
|Net gains from sale of loans                                               |  |      | 3,765   |   |      |   | 5,902   |  |   | 6,770  
|Loan servicing fees                                                        |  |      | 4,128   |   |      |   | 3,451   |  |   | 3,404  
|Casualty insurance commissions                                             |  |      | 962     |   |      |   | 1,072   |  |   | 995    
|Credit life and H&A insurance commissions                                  |  |      | 344     |   |      |   | 328     |  |   | 375    
|Health and life insurance commissions                                      |  |      | 82      |   |      |   | 84      |  |   | 100    
|Other insurance commissions                                                |  |      | 292     |   |      |   | 211     |  |   | 268    
|Investment center income                                                   |  |      | 1,089   |   |      |   | 826     |  |   | 635    
|(Loss) gain on securities, net                                             |  |      | (371    | ) |      |   | 1,255   |  |   | 1,862  
|Trust department income                                                    |  |      | 2,157   |   |      |   | 2,109   |  |   | 1,684  
|Net gain from sale of other real estate owned and other assets             |  |      | 76      |   |      |   | 296     |  |   | 1,206  
|Other                                                                      |  |      | 758     |   |      |   | 1,183   |  |   | 975    
|                                                                           |  |      |         |   |      |   |         |  |   |        
|Total noninterest income                                                   |  |      | 31,221  |   |      |   | 31,258  |  |   | 31,354 
|                                                                           |  |      |         |   |      |   |         |  |   |        





|                                               |  |    
|---------------------------------------------- |  | ---
|See Notes to Consolidated Financial Statements |  | F-4



---

##### Table of Contents

Great Western Bancorporation, Inc.



Consolidated Statements of Income - Continued



Years Ended June 30, 2005, 2004 and 2003



(In thousands, except share and per share data)



|                                                                    |  |      |         |      |   |         |  |   |        
|------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                                    |  | 2005 |         | 2004 |   | 2003   
|Noninterest Expense                                                 |  |      |         |      |   |         |  |   |        
|Salaries and employee benefits                                      |  | $    | 39,465  |      | $ | 35,560  |  | $ | 33,323 
|Occupancy expenses, net                                             |  |      | 5,315   |      |   | 4,478   |  |   | 4,227  
|Data processing                                                     |  |      | 4,286   |      |   | 3,705   |  |   | 3,676  
|Equipment expenses                                                  |  |      | 3,362   |      |   | 2,977   |  |   | 2,757  
|Advertising                                                         |  |      | 4,958   |      |   | 4,667   |  |   | 3,743  
|Communication expenses                                              |  |      | 2,495   |      |   | 2,191   |  |   | 2,042  
|Professional fees                                                   |  |      | 3,301   |      |   | 4,092   |  |   | 3,165  
|Amortization and valuation adjustments of mortgage servicing rights |  |      | 2,706   |      |   | 1,623   |  |   | 15,358 
|Amortization of core deposit and other intangibles                  |  |      | 1,628   |      |   | 1,595   |  |   | 1,901  
|Other                                                               |  |      | 6,979   |      |   | 7,472   |  |   | 7,268  
|                                                                    |  |      |         |      |   |         |  |   |        
|Total noninterest expense                                           |  |      | 74,495  |      |   | 68,360  |  |   | 77,460 
|                                                                    |  |      |         |      |   |         |  |   |        
|Income Before Income Taxes and Minority Interests                   |  |      | 46,995  |      |   | 39,996  |  |   | 26,388 
|                                                                    |  |      |        
|Provision for Income Taxes                                          |  |      | 16,302  |      |   | 14,085  |  |   | 9,839  
|                                                                    |  |      |         |      |   |         |  |   |        
|Income Before Minority Interests                                    |  |      | 30,693  |      |   | 25,911  |  |   | 16,549 
|                                                                    |  |      |        
|Minority Interests                                                  |  |      | 652     |      |   | 580     |  |   | 618    
|                                                                    |  |      |         |      |   |         |  |   |        
|Net Income                                                          |  | $    | 30,041  |      | $ | 25,331  |  | $ | 15,931 
|                                                                    |  |      |         |      |   |         |  |   |        
|Basic Earnings Per Common Share                                     |  | $    | 237.36  |      | $ | 198.18  |  | $ | 121.61 
|                                                                    |  |      |         |      |   |         |  |   |        
|Weighted Average Shares Outstanding                                 |  |      | 123,737 |      |   | 124,408 |  |   | 125,071
|                                                                    |  |      |         |      |   |         |  |   |        



|                                               |  |    
|---------------------------------------------- |  | ---
|See Notes to Consolidated Financial Statements |  | F-5



---

##### Table of Contents

Great Western Bancorporation, Inc.



Consolidated Statements of Stockholders Equity



Years Ended June 30, 2005, 2004 and 2003



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



|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------ | - | ------------------------ | - | ------- | ---------------------- |  | - | ------------------------- | - |  | ---------------- | ----- | - | ------------------------------------------ | - | ------- | - |  | - | ------ | -
|                                                                                                                |  | ComprehensiveIncome |        |   | PreferredStock Par Value |   |         | Common Stock Par Value |  |   | AdditionalPaid-in Capital |   |  | RetainedEarnings |       |   | AccumulatedOtherComprehensiveIncome (Loss) |  
|Balance, July 1, 2002                                                                                           |  |                     |        |   |                          | $ | 11,700  |                        |  | $ | 125                       |   |  | $                | 2,058 |   |                                            | $ | 92,285  |   |  | $ | 3,995  |  
|                                                                                                                |  |                     |        |   |                          |  
|Net income                                                                                                      |  | $                   | 15,931 |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | 15,931  |   |  |   |       |  
|Other comprehensive income, net of tax:                                                                         |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Net change in unrealized gain on securities available for sale                                                  |  |                     | 2,070  |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   |        |   |  |   | 2,070  |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Comprehensive income                                                                                            |  | $                   | 18,001 |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Redeem 180 shares of common stock                                                                               |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  | (7    | ) |                                            |   | (115    | ) |  |   |       |  
|Deemed dividend to affiliate                                                                                    |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (196    | ) |  |   |       |  
|Cash dividends paid:                                                                                            |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Preferred stock                                                                                                 |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (721    | ) |  |   |       |  
|Common stock, $6.00 per share                                                                                   |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (751    | ) |  |   |       |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Balance, June 30, 2003                                                                                          |  |                     |        |   |                          |   | 11,700  |                        |  |   | 125                       |   |  |                  | 2,051 |   |                                            |   | 106,433 |   |  |   | 6,065  |  
|                                                                                                                |  |                     |        |   |                          |  
|Net income                                                                                                      |  | $                   | 25,331 |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | 25,331  |   |  |   |       |  
|Other comprehensive income, net of tax:                                                                         |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Net change in unrealized gain on securities available for sale                                                  |  |                     | (9,907 | ) |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   |        |   |  |   | (9,907 | )
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Comprehensive income                                                                                            |  | $                   | 15,424 |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Redeem 1,150 shares of common stock                                                                             |  |                     |        |   |                          |   |        |                        |  |   | (1                        | ) |  |                  | (19   | ) |                                            |   | (1,162  | ) |  |   |       |  
|Cash dividends paid:                                                                                            |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Preferred stock                                                                                                 |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (676    | ) |  |   |       |  
|Common stock, $6.60 per share                                                                                   |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (820    | ) |  |   |       |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Balance, June 30, 2004                                                                                          |  |                     |        |   |                          |   | 11,700  |                        |  |   | 124                       |   |  |                  | 2,032 |   |                                            |   | 129,106 |   |  |   | (3,842 | )
|                                                                                                                |  |                     |        |   |                          |  
|Net income                                                                                                      |  | $                   | 30,041 |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | 30,041  |   |  |   |       |  
|Other comprehensive income, net of tax:                                                                         |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Net change in unrealized loss on securities available for sale                                                  |  |                     | 1,837  |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   |        |   |  |   | 1,837  |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Comprehensive income                                                                                            |  | $                   | 31,878 |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|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                                                                                                 |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (671    | ) |  |   |       |  
|Common stock, $7.40 per share                                                                                   |  |                     |        |   |                          |   |        |                        |  |   |                          |   |  |                  |      |   |                                            |   | (916    | ) |  |   |       |  
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Balance, June 30, 2005                                                                                          |  |                     |        |   |                          | $ | 1,700   |                        |  | $ | 124                       |   |  | $                | 2,029 |   |                                            | $ | 157,330 |   |  | $ | (2,005 | )
|                                                                                                                |  |                     |        |   |                          |   |         |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  



|                                               |  |    
|---------------------------------------------- |  | ---
|See Notes to Consolidated Financial Statements |  | F-6



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##### Table of Contents

Great Western Bancorporation, Inc.



Consolidated Statements of Cash Flows



Years
Ended June 30, 2005, 2004 and 2003



(In thousands)



|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                    |  | 2005 |          |   | 2004 |   |          | 2003 | 
|Operating Activities                                                |  |      |          |   |      |   |          |      |  |   |          |  
|Net income                                                          |  | $    | 30,041   |   |      | $ | 25,331   |      |  | $ | 15,931   |  
|Items not requiring (providing) cash                                |  |      |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                       |  |      | 10,217   |   |      |   | 12,319   |      |  |   | 16,973   |  
|Loss (gain) on sale of securities                                   |  |      | 371      |   |      |   | (1,255   | )    |  |   | (1,862   | )
|Gain on sale of loans                                               |  |      | (3,765   | ) |      |   | (5,902   | )    |  |   | (6,770   | )
|Gain from sale of other real estate owned and other assets          |  |      | (76      | ) |      |   | (296     | )    |  |   | (1,206   | )
|Provision for loan losses                                           |  |      | 5,092    |   |      |   | 4,324    |      |  |   | 4,371    |  
|Provision for (recovery of) impairment of mortgage servicing rights |  |      | (976     | ) |      |   | (4,819   | )    |  |   | 4,208    |  
|Deferred income taxes                                               |  |      | 1,493    |   |      |   | 96       |      |  |   | (5,335   | )
|Minority interests                                                  |  |      | 652      |   |      |   | 580      |      |  |   | 618      |  
|Loans originated for resale                                         |  |      | (219,102 | ) |      |   | (358,487 | )    |  |   | (405,482 | )
|Proceeds from sale of loans originated for resale                   |  |      | 217,796  |   |      |   | 343,426  |      |  |   | 384,476  |  
|Changes in                                                          |  |      |          |   |      |   |          |      |  |   |          |  
|Accrued interest receivable                                         |  |      | (1,227   | ) |      |   | (630     | )    |  |   | 1,422    |  
|Other assets                                                        |  |      | 462      |   |      |   | 650      |      |  |   | (2,858   | )
|Accrued interest and other liabilities                              |  |      | 1,316    |   |      |   | (1,161   | )    |  |   | (1,092   | )
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|Net cash provided by operating activities                           |  |      | 42,294   |   |      |   | 14,176   |      |  |   | 3,394    |  
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|Investing Activities                                                |  |      |          |   |      |   |          |      |  |   |          |  
|Proceeds from maturities of certificates of deposit                 |  |      | 239      |   |      |   |         |      |  |   | 398      |  
|Purchase of trust common securities                                 |  |      |         |   |      |   | (1,467   | )    |  |   |         |  
|Proceeds from sale of trust common securities                       |  |      | 631      |   |      |   |         |      |  |   |         |  
|Purchase of securities available for sale                           |  |      | (159,433 | ) |      |   | (218,544 | )    |  |   | (213,279 | )
|Proceeds from sales and maturities of securities available for sale |  |      | 156,419  |   |      |   | 151,369  |      |  |   | 238,555  |  
|Purchase of mortgage servicing rights                               |  |      | (1,314   | ) |      |   | (1,789   | )    |  |   | (518     | )
|Proceeds from sale of mortgage servicing rights                     |  |      | 230      |   |      |   | 3        |      |  |   |         |  
|Net increase in loans                                               |  |      | (220,646 | ) |      |   | (186,836 | )    |  |   | (97,881  | )
|Purchase of premises and equipment                                  |  |      | (9,565   | ) |      |   | (7,252   | )    |  |   | (6,147   | )
|Proceeds from sale of premises and equipment                        |  |      | 187      |   |      |   | 1,083    |      |  |   | 754      |  
|Proceeds from sale of other assets                                  |  |      | 2,497    |   |      |   | 3,516    |      |  |   | 5,120    |  
|Business acquisitions                                               |  |      | 8,219    |   |      |   | 82,398   |      |  |   | 19,139   |  
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                               |  |      | (222,536 | ) |      |   | (177,519 | )    |  |   | (53,859  | )
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  





|                                               |  |    
|---------------------------------------------- |  | ---
|See Notes to Consolidated Financial Statements |  | F-7



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##### Table of Contents

Great Western Bancorporation, Inc.



Consolidated Statements of Cash Flows - Continued



Years Ended June 30, 2005, 2004 and 2003



(In thousands)



|                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                      |  | 2005 |         |   | 2004 |   |         | 2003 | 
|Financing Activities                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net increase in deposits                                                                              |  | $    | 150,390 |   |      | $ | 55,901  |      |  | $ | 74,324  |  
|Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase |  |      | 105     |   |      |   | 44,502  |      |  |   | (10,373 | )
|Net increase in FHLB advances and other borrowings                                                    |  |      | 66,772  |   |      |   |        |      |  |   |        |  
|Proceeds from issuance of preferred securities                                                        |  |      |        |   |      |   |        |      |  |   | 10,000  |  
|Proceeds from issuance of subordinated debentures                                                     |  |      |        |   |      |   | 48,867  |      |  |   |        |  
|Purchase of subordinated debentures for retirement                                                    |  |      | (21,031 | ) |      |   |        |      |  |   |        |  
|Proceeds from notes payable                                                                           |  |      |        |   |      |   | 22,700  |      |  |   | 40,690  |  
|Proceeds from issuance of capital notes                                                               |  |      | 10,000  |   |      |   |        |      |  |   |        |  
|Principal payments on notes payable                                                                   |  |      | (337    | ) |      |   | (26,580 | )    |  |   | (17,882 | )
|Debt issuance costs incurred                                                                          |  |      |        |   |      |   | (276    | )    |  |   | (8      | )
|Purchase of minority interests                                                                        |  |      |        |   |      |   |        |      |  |   | (3,017  | )
|Proceeds from sale of minority interests                                                              |  |      |        |   |      |   |        |      |  |   | 1,166   |  
|Purchase of common stock for retirement                                                               |  |      | (233    | ) |      |   | (1,182  | )    |  |   | (122    | )
|Purchase of preferred stock for retirement                                                            |  |      | (10,000 | ) |      |   |        |      |  |   |        |  
|Dividends paid, including $273, $209 and $184 paid to minority interests, respectively                |  |      | (1,859  | ) |      |   | (1,704  | )    |  |   | (1,656  | )
|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                                                                            |  | $    | 47,930  |   |      | $ | 42,621  |      |  | $ | 50,205  |  
|Income taxes                                                                                          |  |      | 15,258  |   |      |   | 15,162  |      |  |   | 14,032  |  
|Supplemental Schedules of Noncash Investing and Financing Activities                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net change in unrealized gain/loss on securities available for sale, net of deferred income taxes     |  | $    | 1,837   |   |      | $ | 9,907   |      |  | $ | 2,070   |  
|Purchase of mortgage servicing rights for other liabilities                                           |  |      | 2,271   |   |      |   | 9,122   |      |  |   | 4,984   |  
|Loans transferred to other real estate owned and other assets                                         |  |      | 3,007   |   |      |   | 3,225   |      |  |   | 2,496   |  
|                                                                                                      |  |      |        
|Liabilities assumed as part of various acquisitions are disclosed in Note 2.                          |  |      |         |   |      |   |         |      |  |   |         |  



|                                               |  |    
|---------------------------------------------- |  | ---
|See Notes to Consolidated Financial Statements |  | F-8



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##### Table of Contents

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 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-9



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##### Table of Contents

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-10



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##### Table of Contents

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 $11,034,000 and $12,340,000 as of June 30, 2005 and 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-11



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##### Table of Contents

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  40
|Furniture and equipment             |  | 5  15



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 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 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-12



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##### Table of Contents

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



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



Goodwill is tested
annually for impairment. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill are not recognized in the
financial statements. Other intangible assets are periodically evaluated as to the recoverability of their carrying value.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



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



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.



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##### Table of Contents

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 $671,000, $676,000 and $721,000 for the years ended June 30, 2005, 2004 and 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.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



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



Fair Value of Financial Instruments



In estimating the fair value of its financial instruments as presented in
Note 20, management used the following methods and assumptions:



Carrying amounts approximate fair values for the following instruments:



Cash and due from banks

Federal funds sold and FHLB overnight deposits

Certificates of deposit

Securities available for sale

Variable rate loans that reprice frequently where no significant change in credit risk has occurred

Accrued interest receivable

Variable rate money market and time deposit accounts and deposits payable on demand

Federal funds purchased and securities sold under agreements to repurchase

Notes payable and other obligations with variable interest rates

Accrued interest payable



Discounted cash flows using interest rates currently prevailing on instruments with similar terms and with similar credit quality:



All loans except variable rate loans described above

Mortgage servicing rights

Fixed rate time certificates

Notes payable and other obligations with fixed interest rates



Fees currently being chargedfor similar instruments,
taking into account the remaining terms of the agreements and the counterparties credit standing:



Off-balance sheet instruments:

Letters of credit

Commitments to extend credit



Note 2: Changes in Minority Interests and Business Acquisitions



On June 27, 2005, Great Western Bank, Clive purchased one branch located in
Albany, Missouri from UMB Bank, N.A., headquartered in Missouri. At June 27, 2005, the branch had $3,704,000 in total assets, $8,000 in net loans and $3,690,000 in deposits. The loans and deposits were merged with the Great Western Bank, Clive
branch located in Albany, Missouri. 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. As a result of the acquisition, Great Western expects the acquisition
will enhance its market share. The results of operations after the date of acquisition are included in the consolidated financial statements.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 2: Changes in Minority Interests and Business Acquisitions  Continued



On December 9, 2004, Great Western Bank, Omaha merged with Farmers Bank of
Portageville, a subsidiary of First State Bancorp, Inc. Great Western Bank, Omaha retained Federal Home Loan Bank stock of $63,000 and the Missouri banking charter of $268,000 of Farmers Bank of Portageville. All other assets and liabilities were
assumed by a third party. As a result of the acquisition, Great Western Bank, Omaha is authorized to operate a banking business in the State of Missouri. The banking charter is not being amortized.



On November 5, 2004, Great Western Bancorporation, Inc. purchased 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. Oak Bancorporation was merged into Great Western
Bancorporation, Inc., Oakland State Bank was merged into Great Western Bank, Omaha, and Security State Bank was merged into Great Western Bank, Clive. At November 5, 2004, Oak Bancorporation had $79,226,000 in total assets, $53,555,000 in net loans
and $76,686,000 in deposits. 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 Oak Bancorporation after the date of
acquisition are included in the consolidated financial statements. Goodwill is not expected to be deductible for tax purposes. The average amortization period for the core deposit and other intangible assets is five years.



On February 23, 2004, Great Western Bank, Clive purchased six branches
located in Albany, Bethany, Grant City, Milan, Sheridan, and Unionville, Missouri from Bank Midwest, N.A., headquartered in Missouri. At February 23, 2004 the six branches had $123,590,000 in total assets, $31,972,000 in net loans and $123,133,000
in deposits. 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 total amount of goodwill is expected to be deductible for tax purposes. The average amortization period for the core deposit and other intangible assets is five years.



On May 30, 2003, Great Western Bank, Rapid City (formerly Rushmore Bank
& Trust) merged with and into Great Western Bank, Watertown (formerly F & M). 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 May 29, 2003, Spectrum Bancorporation, Inc. was renamed
Great Western Bancorporation, Inc. 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.



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



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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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 2: Changes in Minority Interests and Business Acquisitions  Continued



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 are 100.0% owned subsidiaries of Great Western. In addition, on March 29, 2003, the surviving bank was renamed Great Western Bank. 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 January 24, 2003, Great Western purchased from a minority shareholder 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. After January 24, 2003, Great Western owned 100.0% of Great Western Bank, Rapid City.



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. Peoples Bank had one location, which at closing became a branch of Great Western Bank,
Omaha. The results of operations of Peoples Bank after the date of acquisition are included in the consolidated financial statements. Certain disclosures were not made due to the insignificance of this acquisition to the consolidated financial
statements.



In October 2002, Great Western purchased a total
of 24 shares of common stock of Great Western Bank, Watertown (formerly F & M Bank), from two minority shareholders for $90,765. This transaction was accounted for as a purchase.



On September 30, 2002, Great Western acquired 1,688 shares (4.8%) of the common stock of Great Western Bank, Clive (formerly
Citizens Bank, Clive, Iowa) for $673,288 in cash from a minority shareholder. The transaction was accounted for as a purchase.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 2: Changes in Minority Interests and Business Acquisitions  Continued



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



|                                       |  |                         |         |   |                         |   |          |                         |  |   |         |  
|-------------------------------------- |  | ----------------------- | ------- | - | ----------------------- | - | -------- | ----------------------- |  | - | ------- | -
|                                       |  | Fiscal 2005Acquisitions |         |   | Fiscal 2004Acquisitions |   |          | Fiscal 2003Acquisitions | 
|Assets acquired                        |  |                         |         |   |                         |   |          |                         |  |   |         |  
|Certificate of deposit                 |  | $                       | 140     |   |                         | $ |         |                         |  | $ |        |  
|Securities                             |  |                         | 14,035  |   |                         |   |         |                         |  |   | 390     |  
|Loans receivable                       |  |                         | 53,563  |   |                         |   | 31,972   |                         |  |   | 2,910   |  
|Other assets                           |  |                         | 2,030   |   |                         |   | 249      |                         |  |   | 22      |  
|Premises and equipment                 |  |                         | 1,579   |   |                         |   | 1,870    |                         |  |   | 65      |  
|Core deposit and other intangibles     |  |                         | 1,617   |   |                         |   | 1,184    |                         |  |   | 304     |  
|Goodwill                               |  |                         | 1,747   |   |                         |   | 5,917    |                         |  |   | 2,017   |  
|                                       |  |                         |        
|Liabilities assumed                    |  |                         |         |   |                         |   |          |                         |  |   |         |  
|Deposits                               |  |                         | (80,376 | ) |                         |   | (123,133 | )                       |  |   | (24,739 | )
|Notes payable                          |  |                         | (2,386  | ) |                         |   |         |                         |  |   |        |  
|Other liabilities                      |  |                         | (168    | ) |                         |   | (457     | )                       |  |   | (108    | )
|                                       |  |                         |         |   |                         |   |          |                         |  |   |         |  
|Net cash and cash equivalents received |  | $                       | (8,219  | ) |                         | $ | (82,398  | )                       |  | $ | (19,139 | )
|                                       |  |                         |         |   |                         |   |          |                         |  |   |         |  



Note 3: Restrictions on Cash and
Due from Banks



Great Westerns banking subsidiaries
are required to maintain reserve balances in cash and on deposit with the Federal Reserve based on a percentage of deposits. The total requirement was approximately $1,789,000 and $1,640,000 at June 30, 2005 and 2004, respectively.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 4: Securities Available for Sale



Amortized cost and fair value of investments in securities, all of which are classified as available for sale according to
managements intent, are summarized as follows (in thousands):



|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|------------------------------------------------------------------------------- |  | ------------- | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                                                                |  | AmortizedCost |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|As of June 30, 2005                                                             |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|U.S. Treasury securities                                                        |  | $             | 24,157  |                      | $ | 1                     |  | $ | (763       | ) |  | $ | 23,395 
|U.S. Government agencies and corporations, including mortgage-backed securities |  |               | 302,106 |                      |   | 295                   |  |   | (3,486     | ) |  |   | 298,915
|States and political subdivision securities                                     |  |               | 40,827  |                      |   | 719                   |  |   | (127       | ) |  |   | 41,419 
|Corporate debt securities                                                       |  |               | 5,726   |                      |   | 19                    |  |   | (189       | ) |  |   | 5,556  
|Stock in Federal Home Loan Bank and other                                       |  |               | 14,430  |                      |   | 350                   |  |   |           |   |  |   | 14,780 
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|                                                                                |  | $             | 387,246 |                      | $ | 1,384                 |  | $ | (4,565     | ) |  | $ | 384,065
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|As of June 30, 2004                                                             |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|U.S. Treasury securities                                                        |  | $             | 24,228  |                      | $ | 10                    |  | $ | (1,154     | ) |  | $ | 23,084 
|U.S. Government agencies and corporations, including mortgage-backed securities |  |               | 286,399 |                      |   | 697                   |  |   | (6,750     | ) |  |   | 280,346
|States and political subdivision securities                                     |  |               | 38,528  |                      |   | 715                   |  |   | (79        | ) |  |   | 39,164 
|Corporate debt securities                                                       |  |               | 10,007  |                      |   | 295                   |  |   | (220       | ) |  |   | 10,082 
|Stock in Federal Home Loan Bank and other                                       |  |               | 11,921  |                      |   | 250                   |  |   |           |   |  |   | 12,171 
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|                                                                                |  | $             | 371,083 |                      | $ | 1,967                 |  | $ | (8,203     | ) |  | $ | 364,847
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 4: Securities Available for Sale - Continued



The amortized cost and fair value of debt securities available for sale (in
thousands) as of June 30, 2005, by contractual maturity, are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties.
Therefore, these securities are not included in the maturity categories in the following maturity summary.



|                                       |  |               |         |            |   |        
|-------------------------------------- |  | ------------- | ------- | ---------- | - | -------
|                                       |  | AmortizedCost |         | Fair Value
|Due in one year or less                |  | $             | 16,028  |            | $ | 16,072 
|Due after one year through five years  |  |               | 251,342 |            |   | 248,025
|Due after five years through ten years |  |               | 22,489  |            |   | 22,773 
|Due after ten years                    |  |               | 12,243  |            |   | 12,044 
|Mortgage-backed securities             |  |               | 70,714  |            |   | 70,371 
|                                       |  |               |         |            |   |        
|                                       |  | $             | 372,816 |            | $ | 369,285
|                                       |  |               |         |            |   |        



Proceeds from sales of
securities available for sale were $59,630,000, $52,369,000, and $63,116,000 for the years ended June 30, 2005, 2004, and 2003, respectively.Gross gains of $183,000, $1,296,000 and $1,862,000 and gross losses of $554,000, $41,000 and $0 were
realized on those sales for the years ended June 30, 2005, 2004, and 2003, respectively. Income taxes (tax benefits) on net gains or losses on sales of securities were $(130,000), $439,000 and $652,000, in 2005, 2004 and 2003, respectively.



Securities with a carrying value of approximately
$271,094,000 and $240,737,000 at June 30, 2005 and 2004, respectively, were pledged as collateral on public deposits, securities sold under agreements to repurchase, notes payable to Federal Home Loan Bank and for other purposes as required or
permitted by law.



Certain investments in debt securities,
which are approximately 73% and 76% of Great Westerns investment portfolio at June 30, 2005 and 2004, respectively, are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at
June 30, 2005 and 2004, was $281,433,000 and $278,210,000, respectively. These declines primarily resulted from increases in market interest rates subsequent to the acquisition dates.



Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and
information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary.



Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss
recognized in net income in the period the other-than-temporary impairment is identified.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 4: Securities Available for Sale - Continued



The following table shows Great Westerns gross unrealized losses and
fair value in investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2005 and 2004:



|                                                                                |  |                     |         |                  |                   |        |            |       |                  |         |  |            |        |                  |  |   |         |  |   |        |  
|------------------------------------------------------------------------------- |  | ------------------- | ------- | ---------------- | ----------------- | ------ | ---------- | ----- | ---------------- | ------- |  | ---------- | ------ | ---------------- |  | - | ------- |  | - | ------ | -
|                                                                                |  | June 30, 2005       |         |                  |                   |        |            |      
|                                                                                |  | Less than 12 Months |         |                  | 12 Months or More |        |            | Total |                 
|Description of Securities                                                       |  | Fair Value          |         | UnrealizedLosses |                   |        | Fair Value |       | UnrealizedLosses |         |  | Fair Value |        | UnrealizedLosses | 
|                                                                                |  | (in thousands)      |        
|U.S. Treasury securities                                                        |  | $                   | 2,942   |                  | $                 | (62    | )          |       | $                | 19,448  |  | $          | (701   | )                |  | $ | 22,390  |  | $ | (763   | )
|U.S. Government agencies and corporations, including mortgage-backed securities |  |                     | 151,505 |                  |                   | (1,232 | )          |       |                  | 88,438  |  |            | (2,254 | )                |  |   | 239,944 |  |   | (3,486 | )
|States and political subdivision securities                                     |  |                     | 13,147  |                  |                   | (93    | )          |       |                  | 1,535   |  |            | (34    | )                |  |   | 14,682  |  |   | (127   | )
|Corporate debt securities                                                       |  |                     | 487     |                  |                   | (12    | )          |       |                  | 3,931   |  |            | (177   | )                |  |   | 4,417   |  |   | (189   | )
|                                                                                |  |                     |         |                  |                   |        |            |       |                  |         |  |            |        |                  |  |   |         |  |   |        |  
|Total temporarily impaired securities                                           |  | $                   | 168,081 |                  | $                 | (1,399 | )          |       | $                | 113,352 |  | $          | (3,166 | )                |  | $ | 281,433 |  | $ | (4,565 | )
|                                                                                |  |                     |         |                  |                   |        |            |       |                  |         |  |            |        |                  |  |   |         |  |   |        |  



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 4: Securities Available for Sale - Continued



|                                                                                |  |                     |         |                  |                   |        |            |       |                  |        |  |            |      |                  |  |   |         |  |   |        |  
|------------------------------------------------------------------------------- |  | ------------------- | ------- | ---------------- | ----------------- | ------ | ---------- | ----- | ---------------- | ------ |  | ---------- | ---- | ---------------- |  | - | ------- |  | - | ------ | -
|                                                                                |  | June 30, 2004       |         |                  |                   |        |            |      
|                                                                                |  | Less than 12 Months |         |                  | 12 Months or More |        |            | Total |                 
|Description of Securities                                                       |  | Fair Value          |         | UnrealizedLosses |                   |        | Fair Value |       | UnrealizedLosses |        |  | Fair Value |      | UnrealizedLosses | 
|                                                                                |  | (in thousands)      |        
|U.S. Treasury securities                                                        |  | $                   | 19,144  |                  | $                 | (1,002 | )          |       | $                | 2,892  |  | $          | (152 | )                |  | $ | 22,036  |  | $ | (1,154 | )
|U.S. Government agencies and corporations, including mortgage-backed securities |  |                     | 241,377 |                  |                   | (6,519 | )          |       |                  | 4,770  |  |            | (231 | )                |  |   | 246,147 |  |   | (6,750 | )
|States and political subdivision securities                                     |  |                     | 5,589   |                  |                   | (62    | )          |       |                  | 513    |  |            | (17  | )                |  |   | 6,102   |  |   | (79    | )
|Corporate debt securities                                                       |  |                     |        |                  |                   |       |            |       |                  | 3,925  |  |            | (220 | )                |  |   | 3,925   |  |   | (220   | )
|                                                                                |  |                     |         |                  |                   |        |            |       |                  |        |  |            |      |                  |  |   |         |  |   |        |  
|Total temporarily impaired securities                                           |  | $                   | 266,110 |                  | $                 | (7,583 | )          |       | $                | 12,100 |  | $          | (620 | )                |  | $ | 278,210 |  | $ | (8,203 | )
|                                                                                |  |                     |         |                  |                   |        |            |       |                  |        |  |            |      |                  |  |   |         |  |   |        |  



The components of
other comprehensive income-net unrealized gain (loss) on securities available for sale (in thousands) are as follows:



|                                                                                   |  |                      |        |   |      |   |         |      |  |   |        |  
|---------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                                                   |  | Years Ended June 30, |       
|                                                                                   |  | 2005                 |        |   | 2004 |   |         | 2003 | 
|Unrealized holding gain (loss) arising during the period                           |  | $                    | 2,630  |   |      | $ | (14,154 | )    |  | $ | 5,115  |  
|Plus (less) reclassification adjustment for net (gain) loss realized in net income |  |                      | 371    |   |      |   | (1,255  | )    |  |   | (1,862 | )
|                                                                                   |  |                      |        |   |      |   |         |      |  |   |        |  
|Net change in unrealized gain (loss) before income taxes                           |  |                      | 3,001  |   |      |   | (15,409 | )    |  |   | 3,253  |  
|Income taxes                                                                       |  |                      | (1,200 | ) |      |   | 5,663   |      |  |   | (1,139 | )
|Minority interest in unrealized gain (loss)                                        |  |                      | 36     |   |      |   | (161    | )    |  |   | (44    | )
|                                                                                   |  |                      |        |   |      |   |         |      |  |   |        |  
|Other comprehensive income-net change in unrealized gain (loss) on securities      |  | $                    | 1,837  |   |      | $ | (9,907  | )    |  | $ | 2,070  |  
|                                                                                   |  |                      |        |   |      |   |         |      |  |   |        |  



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 5: Loans Receivable



The composition of net loans receivable (in thousands) is as follows:



|                            |  |          |           |   |      |   |           |  
|--------------------------- |  | -------- | --------- | - | ---- | - | --------- | -
|                            |  | June 30, |          
|                            |  | 2005     |           |   | 2004 |  
|Commercial and agricultural |  | $        | 1,737,684 |   |      | $ | 1,480,893 |  
|Real estate loans           |  |          | 163,431   |   |      |   | 169,559   |  
|Loans to individuals        |  |          | 228,581   |   |      |   | 204,510   |  
|Other loans                 |  |          | 2,141     |   |      |   | 2,286     |  
|                            |  |          |           |   |      |   |           |  
|                            |  |          | 2,131,837 |   |      |   | 1,857,248 |  
|Deduct                      |  |          |           |   |      |   |           |  
|Allowance for loan losses   |  |          | (25,701   | ) |      |   | (22,643   | )
|Unearned net loan fees      |  |          | (2,730    | ) |      |   | (2,390    | )
|                            |  |          |           |   |      |   |           |  
|                            |  | $        | 2,103,406 |   |      | $ | 1,832,215 |  
|                            |  |          |           |   |      |   |           |  



Loans guaranteed by
agencies of the U.S. government totaled $40,369,000 and $39,237,000 at June 30, 2005 and 2004, respectively.



Information about impaired loans (in thousands) is as follows:



|                                                                        |  |                                       |        |      |   |        |  |   |       
|----------------------------------------------------------------------- |  | ------------------------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                                        |  | As of and for the Year Ended June 30,
|                                                                        |  | 2005                                  |        | 2004 |   | 2003  
|Loans receivable for which there is a related allowance for loan losses |  | $                                     | 17,132 |      | $ | 20,678 |  | $ | 11,819
|Other impaired loans                                                    |  |                                       |       |      |   | 462    |  |   | 5,497 
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Total impaired loans                                                    |  | $                                     | 17,132 |      | $ | 21,140 |  | $ | 17,316
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Related allowance for loan losses                                       |  | $                                     | 1,035  |      | $ | 2,729  |  | $ | 1,863 
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Average monthly balance of impaired loans (based on month end balances) |  | $                                     | 21,786 |      | $ | 18,615 |  | $ | 14,204
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Interest income recognized on impaired loans                            |  | $                                     | 1,797  |      | $ | 712    |  | $ | 522   
|                                                                        |  |                                       |        |      |   |        |  |   |       



At June 30, 2005 and
2004, accruing loans delinquent ninety days or more totaled $1,991,000 and $154,000, respectively. Nonaccruing loans totaled $7,736,000 at June 30, 2005 and $13,242,000 at June 30, 2004.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 5: Loans Receivable  Continued



Changes in the allowance for loan losses (in thousands) are as follows:



|                                       |  |                      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                       |  | Years Ended June 30, |       
|                                       |  | 2005                 |        |   | 2004 |   |        | 2003 | 
|Balance, beginning                     |  | $                    | 22,643 |   |      | $ | 21,251 |      |  | $ | 20,344 |  
|                                       |  |                      |       
|Provision charged to operating expense |  |                      | 5,092  |   |      |   | 4,324  |      |  |   | 4,371  |  
|Business acquisitions                  |  |                      | 2,026  |   |      |   |       |      |  |   |       |  
|Recoveries of amounts charged off      |  |                      | 688    |   |      |   | 673    |      |  |   | 596    |  
|                                       |  |                      |        |   |      |   |        |      |  |   |        |  
|                                       |  |                      | 30,449 |   |      |   | 26,248 |      |  |   | 25,311 |  
|Amounts charged off                    |  |                      | (4,748 | ) |      |   | (3,605 | )    |  |   | (4,060 | )
|                                       |  |                      |        |   |      |   |        |      |  |   |        |  
|Balance, ending                        |  | $                    | 25,701 |   |      | $ | 22,643 |      |  | $ | 21,251 |  
|                                       |  |                      |        |   |      |   |        |      |  |   |        |  



Note 6: Premises and Equipment



The major classes of premises and equipment and the total
amount of accumulated depreciation (in thousands) are as follows:



|                                    |  |          |         |   |      |   |         |  
|----------------------------------- |  | -------- | ------- | - | ---- | - | ------- | -
|                                    |  | June 30, |        
|                                    |  | 2005     |         |   | 2004 |  
|Land                                |  | $        | 8,124   |   |      | $ | 7,476   |  
|Buildings and building improvements |  |          | 44,640  |   |      |   | 38,277  |  
|Furniture and equipment             |  |          | 30,390  |   |      |   | 27,803  |  
|Construction in process             |  |          | 1,454   |   |      |   | 1,756   |  
|                                    |  |          |         |   |      |   |         |  
|                                    |  |          | 84,608  |   |      |   | 75,312  |  
|Less accumulated depreciation       |  |          | (30,591 | ) |      |   | (27,422 | )
|                                    |  |          |         |   |      |   |         |  
|                                    |  | $        | 54,017  |   |      | $ | 47,890  |  
|                                    |  |          |         |   |      |   |         |  



Depreciation expense
was $4,395,000, $3,605,000, and $3,320,000 for the years ended June 30, 2005, 2004 and 2003, respectively.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 7: Intangible Assets



Goodwill, which is not being amortized subsequent to June 30, 2001, is net of accumulated amortization of $2,934,000 at June
30, 2005 and 2004. No impairment has been recognized on goodwill.



Changes in the carrying amount of goodwill (in thousands) are as follows:



|                                   |  |          |        |      |   |       
|---------------------------------- |  | -------- | ------ | ---- | - | ------
|                                   |  | June 30,
|                                   |  | 2005     |        | 2004
|Balance, beginning                 |  | $        | 51,847 |      | $ | 45,930
|Arising from business acquisitions |  |          | 1,747  |      |   | 5,917 
|                                   |  |          |        |      |   |       
|Balance, ending                    |  | $        | 53,594 |      | $ | 51,847
|                                   |  |          |        |      |   |       



A summary of
intangible assets subject to amortization is as follows (in thousands):



|                         |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  
|------------------------ |  | ------------------------ | ------- | - | ---------------------- | - | ------ | ----- |  | - | ----- | - |  | - | ------- | -
|                         |  | Mortgage ServicingRights |         |   | Core DepositIntangible |   |        | Other |  |   | Total |  
|As of June 30, 2005      |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  
|Gross carrying amount    |  | $                        | 43,678  |   |                        | $ | 10,292 |       |  | $ | 335   |   |  | $ | 54,305  |  
|Accumulated amortization |  |                          | (24,908 | ) |                        |   | (7,794 | )     |  |   | (165  | ) |  |   | (32,867 | )
|Impairment               |  |                          | (3,606  | ) |                        |   |       |       |  |   |      |   |  |   | (3,606  | )
|                         |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  
|                         |  | $                        | 15,164  |   |                        | $ | 2,498  |       |  | $ | 170   |   |  | $ | 17,832  |  
|                         |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  
|As of June 30, 2004      |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  
|Gross carrying amount    |  | $                        | 43,370  |   |                        | $ | 8,942  |       |  | $ | 285   |   |  | $ | 52,597  |  
|Accumulated amortization |  |                          | (24,152 | ) |                        |   | (6,185 | )     |  |   | (145  | ) |  |   | (30,482 | )
|Impairment               |  |                          | (4,661  | ) |                        |   |       |       |  |   |      |   |  |   | (4,661  | )
|                         |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  
|                         |  | $                        | 14,557  |   |                        | $ | 2,757  |       |  | $ | 140   |   |  | $ | 17,454  |  
|                         |  |                          |         |   |                        |   |        |       |  |   |       |   |  |   |         |  



Amortization of
intangible assets, including adjustments for impairments, for the fiscal years ended June 30, 2005, 2004 and 2003 was $4,334,000, $3,218,000 and $17,259,000 respectively.



The estimated amortization of intangibles assumes no activities, such as acquisitions, which would result in additional
amortizable intangibles, excludes the effect of previous impairments, and excludes the estimated amortization of mortgage servicing rights that were sold after June 30, 2005 as discussed in Note 21. Estimated amortization of intangible assets for
each of the next five fiscal years is as follows (in thousands):



|     |  |   |      
|---- |  | - | -----
|2006 |  | $ | 1,776
|2007 |  |   | 822  
|2008 |  |   | 524  
|2009 |  |   | 322  
|2010 |  |   | 147  



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 8: Mortgage Servicing Rights



Mortgage loans serviced for others are not included in the accompanying financial statements. The unpaid principal balances
(in thousands) of these loans are summarized as follows:



|                                      |  |          |           |      |   |          
|------------------------------------- |  | -------- | --------- | ---- | - | ---------
|                                      |  | June 30,
|                                      |  | 2005     |           | 2004
|Mortgage loan portfolios serviced for |  |          |           |      |   |          
|GNMA                                  |  | $        | 1,446     |      | $ | 1,958    
|FHLMC                                 |  |          | 93,564    |      |   | 108,871  
|FNMA                                  |  |          | 1,045,712 |      |   | 998,863  
|Other investors                       |  |          | 11,918    |      |   | 16,462   
|                                      |  |          |           |      |   |          
|                                      |  | $        | 1,152,640 |      | $ | 1,126,154
|                                      |  |          |           |      |   |          



Custodial escrow
balances maintained in connection with the foregoing loan servicing, which are held by Great Western, were approximately $8,927,000 and $8,513,000 at June 30, 2005 and 2004, respectively. At June 30, 2005 and 2004, the number of mortgage loan pools
serviced for GNMA totaled six.



Following is an analysis of
the changes in the mortgage servicing rights (in thousands):



|                                   |  |                      |        |   |      |   |        |      |  |   |         |  
|---------------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                   |  | Years Ended June 30, |       
|                                   |  | 2005                 |        |   | 2004 |   |        | 2003 | 
|Balance at the beginning of period |  | $                    | 14,557 |   |      | $ | 5,274  |      |  | $ | 15,131  |  
|Additions                          |  |                      | 3,582  |   |      |   | 10,909 |      |  |   | 5,501   |  
|Sales                              |  |                      | (269   | ) |      |   | (3     | )    |  |   |        |  
|Amortization                       |  |                      | (3,682 | ) |      |   | (6,441 | )    |  |   | (11,150 | )
|Valuation adjustment, net          |  |                      | 976    |   |      |   | 4,818  |      |  |   | (4,208  | )
|                                   |  |                      |        |   |      |   |        |      |  |   |         |  
|Balance at end of period           |  | $                    | 15,164 |   |      | $ | 14,557 |      |  | $ | 5,274   |  
|                                   |  |                      |        |   |      |   |        |      |  |   |         |  



Mortgage servicing
rights had an estimated fair value of $15,164,000 and $14,557,000 at June 30, 2005 and 2004, respectively. A total valuation allowance of $3,606,000 and $4,661,000 was recorded as of June 30, 2005 and 2004, respectively.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 9: Deposits



The composition of deposits (in thousands) is as follows:



|                                       |  |          |           |      |   |          
|-------------------------------------- |  | -------- | --------- | ---- | - | ---------
|                                       |  | June 30,
|                                       |  | 2005     |           | 2004
|Noninterest-bearing demand             |  | $        | 289,090   |      | $ | 252,759  
|NOW accounts, money market and savings |  |          | 785,760   |      |   | 727,387  
|Time certificates, $100,000 or more    |  |          | 347,413   |      |   | 287,501  
|Other time certificates                |  |          | 722,567   |      |   | 646,417  
|                                       |  |          |           |      |   |          
|                                       |  | $        | 2,144,830 |      | $ | 1,914,064
|                                       |  |          |           |      |   |          



At June 30, 2005, the
scheduled maturities of time certificates (in thousands) in subsequent fiscal years are as follows:



|                    |  |   |          
|------------------- |  | - | ---------
|2006                |  | $ | 602,501  
|2007                |  |   | 240,339  
|2008                |  |   | 127,656  
|2009                |  |   | 73,639   
|2010                |  |   | 24,468   
|2011 and thereafter |  |   | 1,377    
|                    |  |   |          
|                    |  | $ | 1,069,980
|                    |  |   |          



Note 10: Federal Funds Purchased
and Securities Sold Under Agreements to Repurchase



There
were no federal funds purchased at June 30, 2005. Federal funds purchased totaled $8,630,000 at June 30, 2004.



Securities sold under agreements to repurchase, which generally mature within one to four days from the transaction date totaled $97,964,000 and
$87,180,000 at June 30, 2005 and 2004, respectively. Securities underlying the agreements had an amortized cost of approximately $113,507,000 and $94,926,000 and fair value of approximately $111,569,000 and $91,857,000 at June 30, 2005 and 2004,
respectively. Great Western holds the securities under third-party safekeeping agreements. For the years ended June 30, 2005, 2004 and 2003, respectively, the maximum month-end balance of the agreements was $116,845,000, $87,180,000 and $69,144,000,
and they had average balances of $94,349,000, $74,756,000 and $59,499,000 and average interest rates of 2.9%, 2.5% and 4.5%.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 11: Notes Payable



Notes payable consist of the following (in thousands):



|                                                                                                                                                                                                                                                       |  |          |         |      |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | ------- | ---- | - | -------
|                                                                                                                                                                                                                                                       |  | June 30,
|                                                                                                                                                                                                                                                       |  | 2005     |         | 2004
|Subordinated capital notes to Capital Investors, LLC, due June 2015, interest paid quarterly at prime rate plus 100 basis points, unsecured
(1).                                                                                                       |  | $        | 10,000  |      | $ |       
|Subordinated capital notes to Capital Investors, LLC, due March 2011, interest paid quarterly at prime rate plus 100 basis points, unsecured
(1).                                                                                                      |  |          | 35,000  |      |   | 35,000 
|Subordinated capital notes, to shareholders, due December 2010, 10% interest paid quarterly, unsecured.                                                                                                                                                |  |          | 1,200   |      |   | 1,200  
|Note payable to bank, due March 2006, interest paid quarterly at LIBOR plus 150 basis points, annual principal payments of $2,250,000 due in
April of each year, secured by stock in subsidiary banks. Payments have been made in advance on the note. |  |          | 500     |      |   | 500    
|Notes payable to Federal Home Loan Bank (FHLB), interest rates from 1.90%-5.77% and maturity dates from July 2005 to October 2012, secured by
real estate loans and FHLB stock, with various call dates at the option of the FHLB.                     |  |          | 180,605 |      |   | 114,802
|Notes payable to Federal Reserve Bank, consisting of treasury, tax and loan deposits, due on demand.                                                                                                                                                   |  |          | 1,400   |      |   | 496    
|Other                                                                                                                                                                                                                                                  |  |          | 122     |      |   | 57     
|                                                                                                                                                                                                                                                       |  |          |         |      |   |        
|                                                                                                                                                                                                                                                       |  | $        | 228,827 |      | $ | 152,055
|                                                                                                                                                                                                                                                       |  |          |         |      |   |        

---

|(1) | Capital Investors, LLC is owned by certain stockholders of Great Western.
|--- | -------------------------------------------------------------------------



Great Western has a $5,000,000 line of credit from an unaffiliated bank, secured by stock in subsidiary banks, with a maturity date of March 22, 2006.
There were no advances on this line of credit as of June 30, 2005 or 2004. As of June 30, 2005, based on its Federal Home Loan Bank stockholdings, the combined aggregate borrowing capacity of Great Western is $100,075,000.



As of June 30, 2005, notes payable are due or callable (whichever is
earlier) as follows (in thousands):



|           |  |   |        
|---------- |  | - | -------
|2006       |  | $ | 80,304 
|2007       |  |   | 46,250 
|2008       |  |   | 28,808 
|2009       |  |   | 5,000  
|2010       |  |   | 7,700  
|Thereafter |  |   | 60,765 
|           |  |   |        
|           |  | $ | 228,827
|           |  |   |        



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 12: Subordinated Debentures



Great Western has caused to be created five trusts, which have issued Company Obligated Mandatorily Redeemable Preferred
Securities (Preferred Securities), which trusts are described herein.



The sole assets of the trusts are junior subordinated deferrable interest debentures (the Debentures) issued by Great Western with interest, maturity and distribution provisions similar in term to the respective Preferred Securities. If and
to the extent interest payments are deferred on the Debentures, payment on the Preferred Securities will be deferred for the same period.



The trusts ability to pay amounts due on the Preferred Securities is solely dependent upon Great Western making payment on the related Debentures.
Great Westerns obligation under the Debentures and relevant trust agreements constitute a full, irrevocable and unconditional guarantee on a subordinated basis by it of the obligations of the trusts under the Preferred Securities.



During the year ended June 30, 2004, Great Western applied the provisions
of FASB Interpretation 46 (Revised), Consolidation of Variable Interest Entities, to its trust preferred securities. 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 for the current year, rather than the minority interest in the trusts, as presented for the prior year. This change did not have a material impact on Great Westerns total assets, liabilities, stockholdersequity
or results of operations.



For regulatory purposes the
Preferred Securities qualify as elements of capital. As of June 30, 2005, $54,924,000 of Preferred Securities were eligible for treatment as Tier 1 capital and $30,076,000 were eligible as Tier 2 capital.



Great Western caused to be issued 2,040,000 shares, $10 par value, of
Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of GWB Capital Trust I (formerly Spectrum Capital Trust I) on August 18, 1999. Cumulative cash distributions bear a 10.0% annual rate. Distribution payment dates
are January 15, April 15, July 15 and October 15 of each year, and are payable in arrears. Great Western may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive quarters, following suspension of
dividends on all capital stock, but not beyond thirty years from the issuance date. At the end of any deferral period, all accumulated and unpaid distributions will be paid. The Debentures will be redeemed thirty years from the issuance date;
however, subject to Great Western receiving prior approval of the Federal Event or a Tax Event. The Redemption Price is $10 per Preferred Security plus any accrued and unpaid distributions to the date of redemption. On or after August 18, 2004,
subject to Great Western receiving prior approval of the Federal Reserve, if required, Great Western has the right to redeem the Debentures at the Redemption Price, in whole or in part, from time to time. Holders of the Preferred Securities have no
voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of Great Westerns indebtedness and senior to Great Westerns common and preferred stock.Reserve, if required, Great Western has the right
to redeem the Debentures in whole, but not in part at the Redemption Price, as defined by the Subordinated Indenture, if a Special Event occurs prior to August 18, 2004. A Special Event means any Capital Treatment Event, an
Investment Company



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 12: Subordinated Debentures - Continued



Great Western Bancorporation, Inc. redeemed the Debentures under the Subordinated Indenture dated August 18, 1999. GWB
Capital Trust I redeemed all Preferred Securities (2,040,000 Preferred Securities) on August 18, 2004.



Great Western caused to be issued 2,760,000 shares, $10 par value, of Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities)
of GWB Capital Trust II (formerly Spectrum Capital Trust II) on March 19, 2001. Cumulative cash distributions bear a 9.75% annual rate. Distribution payment dates are January 30, April 30, July 30 and October 30 of each year, and are payable in
arrears. Great Western may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive quarters, following suspension of dividends on all capital stock, but not beyond thirty years from the issuance date. At the
end of any deferral period, all accumulated and unpaid distributions will be paid. The Debentures will be redeemed thirty years from the issuance date; however, subject to Great Western receiving prior approval of the Federal Reserve, if required,
Great Western has the right to redeem the Debentures in whole, but not in part at the Redemption Price, as defined by the Subordinated Indenture, if a Special Event occurs prior to March 19, 2006. A Special Event means any
Capital Treatment Event, an Investment Company Event or a Tax Event. The Redemption Price is $10 per Preferred Security plus any accrued and unpaid distributions to the date of redemption. On or after March 19, 2006, subject to Great Western
receiving prior approval of the Federal Reserve, if required, Great Western has the right to redeem the Debentures at the Redemption Price, in whole or in part, from time to time. Holders of the Preferred Securities have no voting rights. The
Preferred Securities are unsecured and rank junior in priority of payment to all of Great Westerns indebtedness and senior to Great Westerns common and preferred stock.



Great Western caused to be issued 10,000 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred
Securities (Preferred Securities) of GWB Capital Trust III (formerly Spectrum Capital Trust III) on October 29, 2002 through a private placement. The distribution rate is set quarterly at three month LIBOR plus 345 basis points, with a maximum rate
of 12.50% through November 7, 2007. Distribution payment dates are February 7, May 7, August 7 and November 7 of each year, and are payable in arrears. Great Western may, at one or more times, defer interest payments on the related Debentures for up
to 20 consecutive quarters following suspension of dividends on all capital stock. At the end of any deferral period, all accumulated and unpaid distributions will be paid. The Debentures will be redeemed November 7, 2032; however, subject to Great
Western receiving prior approval of the Federal Reserve, if required, Great Western has the right to redeem the Debentures in whole, but not in part at the Special Redemption Price, as defined by the Indenture, if a Special Event occurs
prior to November 7, 2007. A Special Event means any Capital Treatment Event, an Investment Company Event or a Tax Event. On or after November 7, 2007, subject to Great Western receiving prior approval of the Federal Reserve, if
required, Great Western has the right to redeem the Debentures at the Redemption Price, in whole or in part, on an interest payment date. The Redemption Price is $1,000 per Preferred Security plus any accrued and unpaid distributions to the date of
redemption. Holders of the Preferred Securities have no voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of Great Westerns senior indebtedness and senior to Great Westerns common and
preferred stock. Proceeds from the issue were used for general corporate purposes.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 12: Subordinated Debentures - Continued



Great Western caused to be issued 22,400 shares, $1,000 par value, of Company Obligated Mandatorily Redeemable Preferred
Securities (Preferred Securities) of Great Western Statutory Trust IV on December 17, 2003 through a private placement. The distribution rate is set quarterly at three month LIBOR plus 285 basis points. Interest Payment Dates are March 17, June 17,
September 17 and December 17 of each year, beginning March 17, 2004 and are payable in arrears. Great Western may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive quarters following suspension of
dividends on all capital stock. At the end of any deferral period, all accumulated and unpaid distributions must be paid. The Debentures will be redeemed thirty years from the issuance date; however, subject to Great Western receiving prior approval
of the Federal Reserve, if required, Great Western has the right to redeem the Debentures in whole, but not in part, at the Special Redemption Date, at a premium as defined by the Indenture if a Special Event occurs prior to December 17,
2008. A Special Event means any Capital Treatment Event, an Investment Company Event or a Tax Event. On or after December 17, 2008, subject to Great Western receiving prior approval of the Federal Reserve, if required, Great Western has
the right to redeem the Debentures at the Redemption Price, in whole or in part, on an Interest Payment Date. The Redemption Price is $1,000 per Preferred Security plus any accrued and unpaid distributions to the date of redemption. Holders of the
Preferred Securities have no voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of Great Westerns senior indebtedness and senior to Great Westerns common and preferred stock. Proceeds from
the issue were used to provide capital to the Companys subsidiary, Great Western Bank, Clive, Iowa in connection with its acquisition of certain Missouri branches and for general corporate purposes.



Great Western caused to be issued 25,000 shares, $1,000 par value, of
Company Obligated Mandatorily Redeemable Preferred Securities (Preferred Securities) of GWB Capital Trust V on March 31, 2004 through a private placement. The distribution rate is set quarterly at three month LIBOR plus 270 basis points. Interest
payment dates are January 23, April 23, July 23, and October 23 of each year, beginning April 23, 2004 and are payable in arrears. Great Western may, at one or more times, defer interest payments on the related Debentures for up to 20 consecutive
quarters following suspension of dividends on all capital stock. At the end of any deferral period, all accumulated and unpaid interest must be paid. The Debentures will be redeemed April 23, 2034; however, subject to Great Western receiving prior
approval of the Federal Reserve, if required, Great Western has the right to redeem the Debentures in whole, but not in part, at any Interest Payment Date, at a premium as defined by the Indenture if a Special Event occurs prior to April
23, 2009. A Special Event means any Capital Treatment Event, an Investment Company Event or a Tax Event.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 12: Subordinated Debentures - Continued



On or after April 23, 2009, subject to Great Western receiving prior approval of the Federal Reserve, if required, Great
Western has the right to redeem the Debentures at the Redemption Price, in whole or in part, on an Interest Payment Date. The Redemption Price is $1,000 per Preferred Security plus any accrued and unpaid interest to the date of redemption. Holders
of the Preferred Securities have no voting rights. The Preferred Securities are unsecured and rank junior in priority of payment to all of Great Westerns senior indebtedness and senior to Great Westerns common and preferred stock.
Proceeds from the issue were used for general corporate purposes including redemption of the 10% Preferred Securities of GWB Capital Trust I.



Note 13: Income Tax Matters



The provision for income taxes charged to operations consists of the following (in thousands):



|                           |  |                      |        |      |   |        |  |   |        |  
|-------------------------- |  | -------------------- | ------ | ---- | - | ------ |  | - | ------ | -
|                           |  | Years Ended June 30, |       
|                           |  | 2005                 |        | 2004 |   | 2003   | 
|Currently paid or payable  |  |                      |        |      |   |        |  |   |        |  
|Federal                    |  | $                    | 12,881 |      | $ | 12,142 |  | $ | 13,589 |  
|State                      |  |                      | 1,928  |      |   | 1,847  |  |   | 1,585  |  
|Deferred expense (benefit) |  |                      | 1,493  |      |   | 96     |  |   | (5,335 | )
|                           |  |                      |        |      |   |        |  |   |        |  
|                           |  | $                    | 16,302 |      | $ | 14,085 |  | $ | 9,839  |  
|                           |  |                      |        |      |   |        |  |   |        |  



The income tax
provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income due to the following (in thousands):



|                                                                                    |  |                      |        |   |      |   |        |      |  |   |        |  
|----------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                                    |  | Years Ended June 30, |       
|                                                                                    |  | 2005                 |        |   | 2004 |   |        | 2003 | 
|Computed expected tax expense increase (decrease) in incomes taxes resulting from |  | $                    | 16,448 |   |      | $ | 13,999 |      |  | $ | 9,236  |  
|Tax exempt interest income, net                                                     |  |                      | (1,150 | ) |      |   | (972   | )    |  |   | (1,084 | )
|State income taxes, net of federal benefit                                          |  |                      | 1,253  |   |      |   | 1,201  |      |  |   | 1,011  |  
|Other                                                                               |  |                      | (249   | ) |      |   | (143   | )    |  |   | 676    |  
|                                                                                    |  |                      |        |   |      |   |        |      |  |   |        |  
|                                                                                    |  | $                    | 16,302 |   |      | $ | 14,085 |      |  | $ | 9,839  |  
|                                                                                    |  |                      |        |   |      |   |        |      |  |   |        |  



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Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 13: Income Tax Matters - Continued



Net deferred tax assets (liabilities) (in thousands) consist of the following components:



|                                |  |          |        |   |      |   |        |  
|------------------------------- |  | -------- | ------ | - | ---- | - | ------ | -
|                                |  | June 30, |       
|                                |  | 2005     |        |   | 2004 |  
|Deferred tax assets             |  |          |        |   |      |   |        |  
|Allowance for loan losses       |  | $        | 8,841  |   |      | $ | 7,682  |  
|Compensation                    |  |          | 448    |   |      |   | 382    |  
|Net operating loss carryforward |  |          | 581    |   |      |   | 627    |  
|Deposits                        |  |          | 59     |   |      |   | 174    |  
|Mortgage servicing rights       |  |          | 4,515  |   |      |   | 5,800  |  
|Securities available for sale   |  |          | 1,150  |   |      |   | 2,338  |  
|Other                           |  |          | 753    |   |      |   | 917    |  
|                                |  |          |        |   |      |   |        |  
|                                |  |          | 16,347 |   |      |   | 17,920 |  
|                                |  |          |        |   |      |   |        |  
|Deferred tax liabilities        |  |          |        |   |      |   |        |  
|Premises and equipment          |  |          | (3,602 | ) |      |   | (3,244 | )
|Core deposit intangible         |  |          | (193   | ) |      |   | (257   | )
|Other                           |  |          | (2,283 | ) |      |   | (1,218 | )
|                                |  |          |        |   |      |   |        |  
|                                |  |          | (6,078 | ) |      |   | (4,719 | )
|                                |  |          |        |   |      |   |        |  
|Net deferred tax asset          |  | $        | 10,269 |   |      | $ | 13,201 |  
|                                |  |          |        |   |      |   |        |  



In the accompanying
consolidated balance sheets, net deferred tax assets are included in other assets. The deferred tax asset amounts above include no valuation allowance.



Retained earnings at June 30, 2005 includes approximately $1,107,000 related to the pre-1998 allowance for loan losses of an acquired savings bank for
which no deferred income tax liability has been recognized. If Great Western no longer qualifies as a bank or in the event of a liquidation of Great Western, income would be created, for tax purposes only, which would be subject to the then current
corporate income tax rate. The unrecorded deferred income tax liability on the above amount for financial statement purposes was $367,000 at June 30, 2005.



Note 14: Deferred Compensation



Great Western has entered into deferred compensation agreements with certain officers, directors and employees which provide for payments to the employees
or their beneficiaries over a period of ten years beginning at age 65 or prior, due to death or disability. The level of payments is dependent upon Great Westerns earnings during employment. The net present value of the payments is being
accrued over the respective employees expected employment service period. Deferred compensation charged to expense during the years ended June 30, 2005, 2004, and 2003 was $210,000, $229,000 and $167,000, respectively, with a total amount
accrued as of June 30, 2005 and 2004 of $1,221,000 and $1,055,000, respectively.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 15: Profit Sharing-Plan



Great Western participates in a multiple employer 401(k) profit sharing plan (the Plan). All employees are eligible to
participate beginning with the first day of the month coincident with or immediately following the completion of one year of service and having reached the age of 21. In addition to employee contributions, Great Western may contribute discretionary
amounts for eligible participants. Contribution rates for participating employers must be equal. Great Western contributed $1,307,000, $852,000 and $1,240,000 to the Plan for the years ended June 30, 2005, 2004 and 2003, respectively.



Note 16: Regulatory Restrictions



Great Western and its bank subsidiaries are subject to certain restrictions
on the amount of dividends which may be declared without prior regulatory approval and are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate
certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Great Westerns financial statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, Great Western and its bank subsidiaries must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting
practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.



Quantitative measures established by regulation to ensure capital adequacy require Great Western and its bank subsidiaries to maintain minimum amounts
and ratios (set forth in the table following) of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets (all defined in the regulations). Management believes Great Western and its bank subsidiaries meet all capital
adequacy requirements to which they are subject as of June 30, 2005 and 2004.



The most recent notifications from the regulatory agencies categorize each of Great Westerns bank subsidiaries as well capitalized under the regulatory framework for prompt corrective action. To be categorized
as well capitalized the banks must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since those notifications that management believes have
changed the categories.



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Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 16: Regulatory Restrictions - Continued



Actual capital amounts and ratios are also presented in the following table (dollars in thousands).



|                                          |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|----------------------------------------- |  | ------ | ------- | ----- | ----------------------------- | - | ------ | ------------------------------------------------------------- | ------- |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                          |  | Actual |         |       | For Capital Adequacy Purposes |   |        | To Be WellCapitalized UnderPrompt CorrectiveAction Provisions |        
|                                          |  | Amount |         | Ratio |                               |   | Amount |                                                               | Ratio   |  |      | Amount |  | Ratio |       
|As of June 30, 2005                       |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Total capital (to risk-weighted assets):  |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  | $      | 264,637 |       | 11.72                         | % |        | $                                                             | 180,620 |  | 8.00 | %      |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 99,456  |       | 11.54                         |   |        |                                                               | 68,968  |  | 8.00 |        |  | $     | 86,210 |  | 10.00 | %
|Great Western Bank, Omaha                 |  |        | 104,111 |       | 11.13                         |   |        |                                                               | 74,858  |  | 8.00 |        |  |       | 93,573 |  | 10.00 |  
|Great Western Bank, Clive                 |  |        | 48,225  |       | 10.71                         |   |        |                                                               | 36,038  |  | 8.00 |        |  |       | 45,047 |  | 10.00 |  
|                                          |  |        |         |       |                               |  
|Tier 1 capital (to risk-weighted assets): |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  |        | 161,759 |       | 7.16                          |   |        |                                                               | 90,310  |  | 4.00 |        |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 91,035  |       | 10.56                         |   |        |                                                               | 34,484  |  | 4.00 |        |  |       | 51,726 |  | 6.00  |  
|Great Western Bank, Omaha                 |  |        | 83,674  |       | 8.94                          |   |        |                                                               | 37,429  |  | 4.00 |        |  |       | 56,144 |  | 6.00  |  
|Great Western Bank, Clive                 |  |        | 42,609  |       | 9.46                          |   |        |                                                               | 18,019  |  | 4.00 |        |  |       | 27,028 |  | 6.00  |  
|                                          |  |        |         |       |                               |  
|Tier 1 capital (to average assets):       |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  |        | 161,759 |       | 6.10                          |   |        |                                                               | 106,058 |  | 4.00 |        |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 91,035  |       | 8.68                          |   |        |                                                               | 41,975  |  | 4.00 |        |  |       | 52,469 |  | 5.00  |  
|Great Western Bank, Omaha                 |  |        | 83,674  |       | 8.27                          |   |        |                                                               | 40,486  |  | 4.00 |        |  |       | 50,608 |  | 5.00  |  
|Great Western Bank, Clive                 |  |        | 42,609  |       | 7.35                          |   |        |                                                               | 23,191  |  | 4.00 |        |  |       | 28,989 |  | 5.00  |  
|                                          |  |        |         |       |                               |  
|As of June 30, 2004                       |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Total capital (to risk-weighted assets):  |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  | $      | 256,535 |       | 13.20                         | % |        | $                                                             | 155,444 |  | 8.00 | %      |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 89,074  |       | 11.55                         |   |        |                                                               | 61,719  |  | 8.00 |        |  | $     | 77,149 |  | 10.00 | %
|Great Western Bank, Omaha                 |  |        | 82,414  |       | 10.52                         |   |        |                                                               | 62,672  |  | 8.00 |        |  |       | 78,340 |  | 10.00 |  
|Great Western Bank, Clive                 |  |        | 44,486  |       | 11.72                         |   |        |                                                               | 30,355  |  | 8.00 |        |  |       | 37,944 |  | 10.00 |  
|                                          |  |        |         |       |                               |  
|Tier 1 capital (to risk-weighted assets): |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  |        | 140,099 |       | 7.21                          |   |        |                                                               | 77,722  |  | 4.00 |        |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 81,196  |       | 10.52                         |   |        |                                                               | 30,860  |  | 4.00 |        |  |       | 46,289 |  | 6.00  |  
|Great Western Bank, Omaha                 |  |        | 73,406  |       | 9.37                          |   |        |                                                               | 31,336  |  | 4.00 |        |  |       | 47,004 |  | 6.00  |  
|Great Western Bank, Clive                 |  |        | 39,730  |       | 10.47                         |   |        |                                                               | 15,177  |  | 4.00 |        |  |       | 22,766 |  | 6.00  |  
|                                          |  |        |         |       |                               |  
|Tier 1 capital (to average assets):       |  |        |         |       |                               |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  |        | 140,099 |       | 5.90                          |   |        |                                                               | 95,036  |  | 4.00 |        |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 81,196  |       | 8.40                          |   |        |                                                               | 38,684  |  | 4.00 |        |  |       | 48,355 |  | 5.00  |  
|Great Western Bank, Omaha                 |  |        | 73,406  |       | 8.23                          |   |        |                                                               | 35,659  |  | 4.00 |        |  |       | 44,574 |  | 5.00  |  
|Great Western Bank, Clive                 |  |        | 39,730  |       | 7.89                          |   |        |                                                               | 20,138  |  | 4.00 |        |  |       | 25,172 |  | 5.00  |  



Limitations exist on
the availability of the subsidiary banks undistributed income for the payment of dividends without prior approval of the regulatory authorities. At June 30, 2005, approximately $70,996,000 of the banks retained earnings were available
for dividend declaration without prior regulatory approval.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 17: Stock Purchase and Redemption Agreement



Great Western has entered into a stock purchase agreement with one minority
stockholder of a subsidiary bank under which Great Western has the option to acquire the bank stock held by the minority shareholder during his lifetime or upon death or termination of employment, the minority shareholder or his personal
representative in the event of his death or termination, shall have the option to require Great Western to purchase the bank stock. If the purchase occurred on June 30, 2005, the total purchase price, based on a formula price related to book value,
would be approximately $4,542,000, which is recorded as a component of minority interest.



Note 18: Commitments and Contingencies



Financial Instruments With Off-Balance-Sheet Risk



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,
|                             |  | 2005     |         | 2004
|Commitments to extend credit |  | $        | 475,641 |      | $ | 381,151
|Letters of credit            |  |          | 17,144  |      |   | 14,464 



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.



Construction in Progress



Great Western has entered into contracts to complete construction of additional facilities. Total estimated costs to complete these projects are
approximately $1,891,000 at June 30, 2005.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 18: Commitments and Contingencies  Continued



Contingencies



In the normal course of business, Great Western is involved in various legal
proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on Great Westerns financial statements.



Financial Instruments With Concentration of Credit Risk by Geographic Location



A substantial portion of Great Westerns customers ability to
honor their contracts is dependent on the economy in eastern and northern Nebraska, northern Missouri, northeastern Kansas, Iowa and South Dakota. Although Great Westerns loan portfolio is diversified, there is a relationship in these regions
between the agricultural economy and the economic performance of loans made to nonagricultural customers. The concentration of credit in the regional agricultural economy is taken into consideration by management in determining the allowance for
loan losses.



Note 19: Transactions with Related Parties



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).
Total loans committed to related parties were approximately $12,195,000 and $22,543,000 at June 30, 2005 and 2004, respectively. Loan transactions during the years ended June 30, 2005 and 2004 consisted of new loans of $8,443,000 and $10,349,000,
respectively, repayments of $8,250,000 and $8,804,000, respectively, and other reductions due to changes in the composition of the related party group of $10,541,000 and $1,728,000, respectively. In addition, interest paid to related parties for
notes payable as discussed in Note 11 was $1,998,000, $1,765,000, and $1,954,000 for the years ended June 30, 2005, 2004 and 2003, respectively. See Note 12 for additional discussion on interest to related parties. These transactions have been, in
the opinion of management, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.



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 $1,014,000 during Great Westerns fiscal year ended June 30, 2005, $1,057,000 for the year ended June 30, 2004, and $1,074,000 for the year ended June 30, 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.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 19: Transactions with Related Parties - Continued



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 $18,000 during the fiscal year ended
June 30, 2005, $27,000 during the fiscal year ended June 30, 2004 and $54,000 during the fiscal year ended June 30, 2003.



The common stockholders of Great Western formed Capital Investors, LLC in March 2001 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. In addition to the
previously issued $35,000,000, Great Western Bank, Omaha issued an additional $10,000,000 in subordinated capital notes on June 13, 2005. The subordinated capital notes bear interest at a floating rate of one percent per annum over prime rate and
are due March 23, 2011 and June 13, 2015, respectively, with interest payable quarterly. The interest rates at June 30, 2005 are 6.75% and 7.00%, respectively, and reset quarterly on July 1, October 1, January 1, and April 1. Great Western and Great
Western Bank, Omaha have the right, subject to regulatory approval, to prepay the subordinated capital notes without penalty. Great Westerns obligations under its preferred securities guarantee and the junior subordinated debentures are
unsecured and rank junior to Great Western and Great Western Bank, Omahas obligations under its subordinated capital notes.



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 negotiated a loan from an unaffiliated bank of $10,000,000
to purchase Great Western Bank, Omahas subordinated capital notes. The loan bears interest at a floating rate of 150 basis points above the Eurodollar rate fixed at intervals ranging from 30 to 90 days. The initial interest rate is 4.89%.
Interest is payable quarterly and the principal is due on June 13, 2010.



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.



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



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 20: Fair Value of Financial Instruments and Interest Rate Risk



The estimated fair values of Great Westerns financial instruments are
(in thousands) as follows:



|                                                                           |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |            |  
|-------------------------------------------------------------------------- |  | --------------- | ---------- | - | ---------- | - | ---------- | --------------- |  | - | ---------- | - |  | - | ---------- | -
|                                                                           |  | June 30,        |           
|                                                                           |  | 2005            |            |   | 2004       |  
|                                                                           |  | Carrying Amount |            |   | Fair Value |   |            | Carrying Amount |  |   | Fair Value |  
|Financial Assets                                                           |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |            |  
|Cash and due from banks                                                    |  | $               | 71,178     |   |            | $ | 71,178     |                 |  | $ | 49,768     |   |  | $ | 49,768     |  
|Federal funds sold and FHLB overnight deposits                             |  |                 | 15,608     |   |            |   | 15,608     |                 |  |   | 26,642     |   |  |   | 26,642     |  
|Certificate of deposit                                                     |  |                 |           |   |            |   |           |                 |  |   | 99         |   |  |   | 99         |  
|Securities                                                                 |  |                 | 384,065    |   |            |   | 384,065    |                 |  |   | 364,847    |   |  |   | 364,847    |  
|Loans receivable                                                           |  |                 | 2,103,406  |   |            |   | 2,098,030  |                 |  |   | 1,832,215  |   |  |   | 1,835,711  |  
|Mortgage servicing rights                                                  |  |                 | 15,164     |   |            |   | 15,164     |                 |  |   | 14,557     |   |  |   | 14,557     |  
|Accrued interest receivable                                                |  |                 | 16,264     |   |            |   | 16,264     |                 |  |   | 14,309     |   |  |   | 14,309     |  
|                                                                           |  |                 |            |  
|Financial Liabilities                                                      |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |            |  
|Deposits                                                                   |  |                 | (2,144,830 | ) |            |   | (2,148,846 | )               |  |   | (1,914,064 | ) |  |   | (1,920,246 | )
|Federal funds purchased and securities sold under agreements to repurchase |  |                 | (97,964    | ) |            |   | (97,964    | )               |  |   | (95,810    | ) |  |   | (95,810    | )
|Notes payable                                                              |  |                 | (228,827   | ) |            |   | (227,888   | )               |  |   | (152,055   | ) |  |   | (152,568   | )
|Subordinated debentures                                                    |  |                 | (87,631    | ) |            |   | (87,708    | )               |  |   | (108,662   | ) |  |   | (108,947   | )
|Accrued interest payable                                                   |  |                 | (11,192    | ) |            |   | (11,192    | )               |  |   | (9,146     | ) |  |   | (9,146     | )



The estimated fair
value of commitments to extend credit and letters of credit at June 30, 2005 and 2004 is immaterial. Loan commitments on which the committed interest rate is less than the current market rate are also immaterial at June 30, 2005 and 2004.



Great Western assumes interest rate risk (the risk that
general interest rate levels will change) as a result of its normal operations. As a result, fair values of Great Westerns financial instruments will change when interest rate levels change and the change may be either favorable or unfavorable
to Great Western. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate
environment and more likely to repay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising environment and less likely to do so in a falling rate
environment. Management does not hedge the value of the mortgage servicing for possible declines in mortgage interest rates, which may accelerate mortgage payments causing a decline in the value in mortgage servicing. Management monitors rates and
maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate Great Westerns overall interest rate risk.



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##### Table of Contents

Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 21: Subsequent Event



On July 31, 2005, Great Western Bank, Omaha sold $14,155,000 in mortgage servicing rights to an unrelated third party. The
unpaid principal balance of loans serviced was $1,017,422,000 and custodial escrow balances were $7,599,000. The final loss on the sale will be determined on November 1, 2005 and is dependent on the prepayment of the loans serviced. The estimated
loss on the sale is not expected to be material.



Note 22: Condensed
Financial Statements - Parent Company Only



The following presents condensed parent company only financial statements for Great Western Bancorporation, Inc.



|                                           |  |                                  |         |   |      |   |         |  
|------------------------------------------ |  | -------------------------------- | ------- | - | ---- | - | ------- | -
|                                           |  | Condensed Balance SheetsJune 30, |        
|                                           |  | 2005                             |         |   | 2004 |  
|                                           |  | (In thousands)                   |        
|Assets                                     |  |                                  |         |   |      |   |         |  
|Cash                                       |  | $                                | 8,402   |   |      | $ | 37,350  |  
|Investment in subsidiaries                 |  |                                  | 272,736 |   |      |   | 246,233 |  
|Other assets                               |  |                                  | 3,969   |   |      |   | 4,022   |  
|                                           |  |                                  |         |   |      |   |         |  
|Total assets                               |  | $                                | 285,107 |   |      | $ | 287,605 |  
|                                           |  |                                  |         |   |      |   |         |  
|Liabilities                                |  |                                  |         |   |      |   |         |  
|Notes payable                              |  | $                                | 124,331 |   |      | $ | 145,362 |  
|Accounts payable and accrued liabilities   |  |                                  | 1,598   |   |      |   | 3,123   |  
|                                           |  |                                  |         |   |      |   |         |  
|Total liabilities                          |  |                                  | 125,929 |   |      |   | 148,485 |  
|                                           |  |                                  |         |   |      |   |         |  
|Stockholders equity                       |  |                                  |         |   |      |   |         |  
|Preferred stock                            |  |                                  | 1,700   |   |      |   | 11,700  |  
|Common stock                               |  |                                  | 124     |   |      |   | 124     |  
|Additional paid-in capital                 |  |                                  | 2,029   |   |      |   | 2,032   |  
|Retained earnings                          |  |                                  | 157,330 |   |      |   | 129,106 |  
|Accumulated other comprehensive loss, net  |  |                                  | (2,005  | ) |      |   | (3,842  | )
|                                           |  |                                  |         |   |      |   |         |  
|Total stockholders equity                 |  |                                  | 159,178 |   |      |   | 139,120 |  
|                                           |  |                                  |         |   |      |   |         |  
|Total liabilities and stockholders equity |  | $                                | 285,107 |   |      | $ | 287,605 |  
|                                           |  |                                  |         |   |      |   |         |  



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Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 22: Condensed Financial Statements - Parent Company Only - Continued



|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|------------------------------------------------------------------------------------------ |  | -------------------------------------------------- | ------ | ---- | - | ------ | ---- |  | - | ------
|                                                                                           |  | Condensed Statements of IncomeYears Ended June 30,
|                                                                                           |  | 2005                                               |        | 2004 |   |        | 2003
|                                                                                           |  | (In thousands)                                    
|Income                                                                                     |  |                                                    |        |      |   |        |      |  |   |       
|Dividends received from subsidiaries                                                       |  | $                                                  | 12,984 |      | $ | 9,257  |      |  | $ | 12,454
|Real estate brokerage commissions                                                          |  |                                                    |       |      |   | 8      |      |  |   | 14    
|Interest                                                                                   |  |                                                    | 367    |      |   | 170    |      |  |   | 45    
|Other                                                                                      |  |                                                    | 15     |      |   | 18     |      |  |   | 12    
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|Total income                                                                               |  |                                                    | 13,366 |      |   | 9,453  |      |  |   | 12,525
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|Expense                                                                                    |  |                                                    |        |      |   |        |      |  |   |       
|Salaries and employee benefits                                                             |  |                                                    | 868    |      |   | 914    |      |  |   | 808   
|Interest                                                                                   |  |                                                    | 8,414  |      |   | 8,081  |      |  |   | 7,622 
|Other                                                                                      |  |                                                    | 1,556  |      |   | 1,801  |      |  |   | 552   
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|Total expenses                                                                             |  |                                                    | 10,838 |      |   | 10,796 |      |  |   | 8,982 
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|Income (loss) before income tax benefit and equity in undistributed income of subsidiaries |  |                                                    | 2,528  |      |   | (1,343 | )    |  |   | 3,543 
|                                                                                           |  |                                                    |       
|Income tax benefit                                                                         |  |                                                    | 3,906  |      |   | 4,256  |      |  |   | 3,143 
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|Income before equity in undistributed income of subsidiaries                               |  |                                                    | 6,434  |      |   | 2,913  |      |  |   | 6,686 
|                                                                                           |  |                                                    |       
|Equity in undistributed income of subsidiaries                                             |  |                                                    | 23,607 |      |   | 22,418 |      |  |   | 9,245 
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       
|Net income                                                                                 |  | $                                                  | 30,041 |      | $ | 25,331 |      |  | $ | 15,931
|                                                                                           |  |                                                    |        |      |   |        |      |  |   |       



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Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 22: Condensed Financial Statements - Parent Company Only - Continued



|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                  |  | Condensed Statements of Cash FlowsYears ended June 30, |        
|                                                                                  |  | 2005                                                   |         |   | 2004 |   |         | 2003 | 
|                                                                                  |  | (In thousands)                                         |        
|Cash flows from operating activities                                              |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Net income                                                                        |  | $                                                      | 30,041  |   |      | $ | 25,331  |      |  | $ | 15,931  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Depreciation and other                                                            |  |                                                        | 62      |   |      |   | 858     |      |  |   | 37      |  
|Equity in undistributed income of subsidiaries                                    |  |                                                        | (23,607 | ) |      |   | (22,418 | )    |  |   | (9,245  | )
|Changes in deferrals and accruals                                                 |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Other assets                                                                      |  |                                                        | 978     |   |      |   | 845     |      |  |   | (613    | )
|Accounts payable and accrued liabilities                                          |  |                                                        | (599    | ) |      |   | (1,452  | )    |  |   | (580    | )
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                         |  |                                                        | 6,875   |   |      |   | 3,164   |      |  |   | 5,530   |  
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities                                              |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Investment in subsidiaries                                                        |  |                                                        | (3,000  | ) |      |   | (9,000  | )    |  |   | (605    | )
|Purchase of trust common securities                                               |  |                                                        |        |   |      |   | (1,467  | )    |  |   |        |  
|Proceeds from sale trust common securities                                        |  |                                                        | 631     |   |      |   |        |      |  |   |        |  
|Purchase of securities available for sale                                         |  |                                                        | (553    | ) |      |   | (101    | )    |  |   | (120    | )
|Other                                                                             |  |                                                        | 287     |   |      |   | 147     |      |  |   |        |  
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                             |  |                                                        | (2,635  | ) |      |   | (10,421 | )    |  |   | (725    | )
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities                                              |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Proceeds from notes payable                                                       |  |                                                        |        |   |      |   |        |      |  |   | 10,310  |  
|Proceeds from issuance of subordinated debentures                                 |  |                                                        |        |   |      |   | 48,867  |      |  |   |        |  
|Payments on notes payable                                                         |  |                                                        | (337    | ) |      |   | (7,000  | )    |  |   | (10,000 | )
|Purchase of subordinated debentures for retirement                                |  |                                                        | (21,031 | ) |      |   |        |      |  |   |        |  
|Purchase of minority interest in subsidiary                                       |  |                                                        |        |   |      |   |        |      |  |   | (764    | )
|Debt issuance costs incurred                                                      |  |                                                        |        |   |      |   | (276    | )    |  |   |        |  
|Deemed dividend to affiliate                                                      |  |                                                        |        |   |      |   |        |      |  |   | 196     |  
|Dividends paid                                                                    |  |                                                        | (1,587  | ) |      |   | (1,496  | )    |  |   | (1,471  | )
|Stock purchased for retirement                                                    |  |                                                        | (10,233 | ) |      |   | (1,182  | )    |  |   | (122    | )
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) financing activities                               |  |                                                        | (33,188 | ) |      |   | 38,913  |      |  |   | (1,851  | )
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Net increase (decrease) in cash                                                   |  |                                                        | (28,948 | ) |      |   | 31,656  |      |  |   | 2,954   |  
|Cash at beginning of year                                                         |  |                                                        | 37,350  |   |      |   | 5,694   |      |  |   | 2,740   |  
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  
|Cash at end of year                                                               |  | $                                                      | 8,402   |   |      | $ | 37,350  |      |  | $ | 5,694   |  
|                                                                                  |  |                                                        |         |   |      |   |         |      |  |   |         |  



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Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 22: Condensed Financial Statements - Parent Company Only - Continued



Long-Term Obligations



As of June 30, 2005, a $500,000 note payable is due in 2006 and the
remaining capital notes of $36,200,000 and subordinated debentures of $87,631,000 are due in years after 2010.



Note 23: Quarterly Financial Information (Unaudited)



(Dollars in thousands except earnings per share data)



|                                |  |                          |        |        |   |        |  |        |        |  |   |       
|------------------------------- |  | ------------------------ | ------ | ------ | - | ------ |  | ------ | ------ |  | - | ------
|                                |  | Year Ended June 30, 2005
|                                |  | First                    |        | Second |   | Third  |  | Fourth
|Total interest income           |  | $                        | 33,483 |        | $ | 35,815 |  | $      | 36,632 |  | $ | 39,407
|Net interest income             |  |                          | 22,313 |        |   | 23,914 |  |        | 24,013 |  |   | 25,121
|Provision for loan losses       |  |                          | 856    |        |   | 1,236  |  |        | 1,175  |  |   | 1,825 
|Net income                      |  |                          | 7,160  |        |   | 7,555  |  |        | 7,541  |  |   | 7,785 
|Basic earnings per common share |  |                          | 55.51  |        |   | 60.71  |  |        | 58.47  |  |   | 62.67 
|                                | 
|                                |  | Year Ended June 30, 2004
|                                |  | First                    |        | Second |   | Third  |  | Fourth
|Total interest income           |  | $                        | 30,244 |        | $ | 30,248 |  | $      | 30,753 |  | $ | 32,240
|Net interest income             |  |                          | 19,581 |        |   | 20,025 |  |        | 20,413 |  |   | 21,403
|Provision for loan losses       |  |                          | 955    |        |   | 1,332  |  |        | 869    |  |   | 1,168 
|Net income                      |  |                          | 6,816  |        |   | 5,568  |  |        | 6,381  |  |   | 6,565 
|Basic earnings per common share |  |                          | 52.15  |        |   | 44.26  |  |        | 49.07  |  |   | 52.73 



Note 24: Recent Accounting
Pronouncements



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



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Great Western Bancorporation, Inc.



Notes to Consolidated Financial Statements



Note 24: Recent Accounting Pronouncements - Continued



In September 2004, the Financial Accounting Standards Board (FASB) decided
to delay the effective date for the measurement and recognition guidance contained in EITF No. 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The
disclosure guidance in EITF No. 03-1 was not 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 No. 3 (SFAS No. 154), was issued. This statement replaces Accounting Principles Board Opinion No. 20 Accounting Changes (APB No. 20), and Statement of Financial Accounting Standards No.
3 Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principles
and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. APB No. 20 previously required that most voluntary changes in accounting principle be recognized
by including in net income for the period of the change the cumulative effect of changing to the new accounting principle. This statement requires retrospective application to prior periods financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 carries forward without change the guidance contained in APB No. 20 for reporting the correction of an error
in previously issued financial statements and a change in accounting estimate. SFAS No. 154 also carries forward the guidance in APB No. 20 requiring justification of a change in accounting principle on the basis of preferability. 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. 154 does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of this statement.



F-45