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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, 2004, 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.)
|                                                              



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

(Address of principal executive offices) (Zip Code)



(402) 333-8330

(Registrants telephone number, including area code)



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



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



NONE

(Title of class)



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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



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



At September 10, 2004, there were 123,802 shares
of registrants common stock outstanding.



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TABLE OF CONTENTS



|                           |  |                                                                                                              |  |         
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | --------
|                           |  |                                                                                                              |  | Page No.
|Forward-looking Statements |  | 3                                                                                                           
|                           | 
|Part I                     |  |                                                                                                             
|                           |  |                                                                                                             
|Item 1.                    |  | Business                                                                                                     |  | 3       
|                           |  |                                                                                                             
|Item 2.                    |  | Properties                                                                                                   |  | 13      
|                           |  |                                                                                                             
|Item 3.                    |  | Legal Proceedings                                                                                            |  | 14      
|                           |  |                                                                                                             
|Item 4.                    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 14      
|                           | 
|Part II                    |  |                                                                                                             
|                           |  |                                                                                                             
|Item 5.                    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 14      
|                           |  |                                                                                                             
|Item 6.                    |  | Selected Financial Data                                                                                      |  | 15      
|                           |  |                                                                                                             
|Item 7.                    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                         |  | 17      
|                           |  |                                                                                                             
|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                                                                                      |  | 50      
|                           |  |                                                                                                             
|Item 9B.                   |  | Other Information                                                                                            |  | 50      
|                           | 
|Part III                   |  |                                                                                                             
|                           |  |                                                                                                             
|Item 10.                   |  | Directors and Executive Officers of the Registrant                                                           |  | 50      
|                           |  |                                                                                                             
|Item 11.                   |  | Executive Compensation                                                                                       |  | 52      
|                           |  |                                                                                                             
|Item 12.                   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 55      
|                           |  |                                                                                                             
|Item 13.                   |  | Certain Relationships and Related Transactions                                                               |  | 56      
|                           |  |                                                                                                             
|Item 14.                   |  | Principal Accountant Fees and Services                                                                       |  | 58      
|                           | 
|Part IV                    |  |                                                                                                             
|                           |  |                                                                                                             
|Item 15.                   |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                              |  | 58      
|                           |  |                                                                                                             
|                           |  | 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s loans and investment portfolios, technology changes and competitive pressures in the geographic and business areas where Great Western conducts its operations.



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



PART I



ITEM 1. BUSINESS



THE COMPANY



Great Western Bancorporation, Inc., (Great Western), a
multi-bank holding company, offers full service community banking through 18 banking locations in Nebraska, 21 banking locations in South Dakota, 24 banking locations in southern Iowa, seven banking locations in northern Missouri and one banking
location in northeastern Kansas. Its Chairman, Deryl F. Hamann, acquired Great Western in 1971; at that time it had a single bank charter in Leon, Iowa with two locations. In 1974, Mr. Hamann acquired the parent company of Great Western Bank,
Watertown, South Dakota; the parent was merged into Great Western on May 31, 1999. Citizens Corporation, an affiliated bank holding company with six Iowa banking locations, was merged into Great Western on August 7, 2000. On March 23, 2001, Great
Western Securities, Inc., the parent company of Great Western Bank, Omaha, Nebraska, was merged into Great Western. Acquisitions of other banks and savings institutions have been made on both strategic and opportunistic bases. Expansion also
occurred through acquisition of offices of other financial institutions and de novo branching. See Mergers and Acquisitions for additional information.



THE BANKS



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



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



The following table sets forth information regarding Great Westerns banks as of June 30, 2004:



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



GREAT WESTERN SERVICE CORPORATION



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



STRATEGIES



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



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



Branch Activity. In December 2003, Great Western Bank, Omaha opened a branch at 17929 Welch Plaza, Omaha; and in
April 2004 opened an in-store branch in the Super Wal-Mart at 6304 North 99th Street. On November 17, 2003 Great Western Bank, Clive opened a branch at 320 8thStreet, Altoona, Iowa. On February 23, 2004 Great Western Bank, Clive acquired six branches in Missouri. One of these branches was combined with an existing Great Western, Clive branch in Milan,
Missouri. The acquired branches had $123,133,000 in deposits, $31,972,000 in loans and $123,590,000 in total assets. On August 15, 2003, Great Western Bank, Clive opened a new branch in Bedford, Iowa. On December 13, 2002, Great Western Bank, Omaha
acquired Peoples Bank, Overland Park, Kansas. Peoples Bank had $24,847,000 in total assets, $2,910,000 in net loans and $24,739,000 in deposits. Peoples Bank has one location, which at closing became a branch of Great Western Bank, Omaha. 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.



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LENDING ACTIVITIES



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



Great Western is able to
facilitate substantial credit requests through the purchase and sale of participations among its subsidiary banks, as well as unaffiliated banks or other financial institutions. As of June 30, 2004, approximately 84% of all loans and leases were to
customers within Great Westerns market area.



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



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



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



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



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



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



Under applicable federal and state law, permissible loans to one borrower after June 30, 2004 were limited to $12,703,329 for Great Western Bank, Watertown, South Dakota; $12,362,116 for Great Western Bank, Omaha, Nebraska; and $8,973,038
for Great Western Bank, Clive, Iowa.Certain exceptions, depending on the laws of the applicable state, increase the loan limit to one borrower for loans secured by readily marketable securities and certain readily marketable agricultural
assets.



COMPETITION



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



The Financial Modernization Act, also known as the Gramm-Leach-Bliley Act,
enacted in November 1999, affects competition between financial institutions. This act significantly revised the laws regulating banks and bank holding companies and other providers of financial services, enabling bank holding companies and foreign
banks that meet applicable statutory requirementsdefined as financial holding companiesto engage in a broader range of services and to compete more efficiently in existing business lines. The Gramm-Leach-Bliley Act authorizes financial
holding companies to engage in securities, insurance, and other activities that are financial in nature or that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally. As of August 31,
2004, Great Western had not elected to convert to a financial holding company, but reserves this right under the rule.



EMPLOYEES



As of September 10, 2004, Great Western had approximately 793 full-time equivalent employees. Great Western provides its employees with a comprehensive
benefit program, including major medical insurance, dental insurance, life and accidental death and dismemberment insurance, long-term disability coverage and a 401(k) plan. Great Western also offers a tuition reimbursement program. Management
considers its relationship with its employees to be good.



SUPERVISION AND
REGULATION



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



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policies, economic controls or new federal or state legislation may have on its business and earnings in the future.



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



Recent regulatory developments. On October 26, 2001, President Bush
signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA PATRIOT Act). 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, 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. At this time, the provisions of the USA PATRIOT Act will not have a material impact on the business of Great Western and its subsidiaries.



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 provides for the establishment of a new Public Company Accounting Oversight Board (PCAOB), which will enforce
auditing, quality control and independence standards for firms that audit SEC reporting companies and will be funded by fees from all SEC reporting companies. The Act imposes higher standards for auditor independence and restricts provision of
consulting services 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 violate this certification requirement. In addition, under the Act, counsel will be 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 will have restrictions on trading, and loans. The Act also increases the oversight and authority of audit committees of publicly traded companies. Although Great Western anticipates it will incur



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additional 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 operation. Certain provisions of the Act were effective immediately upon passage or at various times in fiscal 2003 and 2004. Other provisions of the Act will be effective after fiscal
2004.



The Check Clearing for the 21stCentury Act, also known as Check 21, which becomes effective on October 28, 2004 is expected to revamp the way banks process
checks. Check 21 will facilitate check truncation, a process which eliminates 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), will be 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 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.



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 is required to file an annual report and other reports as the Federal Reserve now requires or may require.



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



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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,
2004, Great Westerns Tier I capital was $140,099,000.



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 preceding 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, 2004 was
5.90%.



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



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



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



THE BANKS



General. Great Western owns three banks: Great Western Bank, Omaha, Nebraska, a Nebraska banking corporation with 17
banking locations; Great Western Bank, Watertown, South Dakota, a South Dakota banking corporation with 23 banking locations; and Great Western Bank, Clive, Iowa, an Iowa corporation with 31 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



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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.



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.



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The table below presents the regulatory capital ratios of the Great Western banks at June 30, 2004:



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



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



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



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



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



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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 law of the host state; (4) foreign banks to establish, with approval of the appropriate regulators in the United States, branches outside their
home states to the same extent that national or state banks located in that state would be authorized to do so; and (5) banks to receive deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations as
agent for any bank or thrift affiliate, whether the affiliate is located in the same or different state. In August 2001, each of Great Westerns subsidiary banks executed an agency agreement appointing each of the other subsidiary banks as its
agent to receive deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations to the full extent permitted by applicable law and regulation.



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



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



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



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



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



| |  | Underwriting, dealing in, or making a market in securities;
| | - | -----------------------------------------------------------



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



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



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



| |  | Activities that may be conducted by an operating subsidiary.
| | - | ------------------------------------------------------------



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



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CHANGING REGULATORY STRUCTURE



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



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



ECONOMIC ENVIRONMENT



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



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



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



ITEM 2. PROPERTIES



The offices of
Great Western are located in a leased one-story building located at 10834 Old Mill Road, Suite One, Omaha, Nebraska 68154. Great Western, through its subsidiaries, currently operates 71 banking offices.



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



ITEM 3. LEGAL PROCEEDINGS



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



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



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



PART II



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



MARKET INFORMATION AND HOLDERS



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



As of August 31, 2004, there were 123,802 shares of common stock issued
and outstanding that were held by 23 shareholders of record.



DIVIDENDS



Common stock dividends declared for fiscal year 2004
totaled $820,000, or $6.60 per common share, compared to $751,000 or $6.00 per common share in fiscal year 2003. In 2002, 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, 2004
|                        |  | First                    |      | Second |   | Third |  | Fourth
|Cash dividends declared |  | $                        | 1.65 |        | $ | 1.65  |  | $      | 1.65 |  | $ | 1.65



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



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



ITEM 6. SELECTED FINANCIAL DATA



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



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



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



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

---

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



|(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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##### Table of Contents

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



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



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



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##### Table of Contents

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



| |  | Collateral values
| | - | -----------------



| |  | Volume, composition, and growth of the loan portfolio
| | - | -----------------------------------------------------



| |  | Specific credits and industry conditions
| | - | ----------------------------------------



| |  | Results of bank regulatory and internal credit exams
| | - | ----------------------------------------------------



| |  | Actions by the Federal Reserve Board
| | - | ------------------------------------



| |  | Existence and effects of concentrations of credit
| | - | -------------------------------------------------



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



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



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##### Table of Contents

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 bases arising from purchase acquisitions. The unidentifiable intangible asset represents the excess of liabilities assumed
over the fair value of net assets acquired in a purchase of a failed financial institution. This unidentifiable asset was reclassified to goodwill on July 1, 2002 in applying Financial Accounting Standards Board (FASB) Statement No.147. Client
listing intangible represents the identifiable intangible value assigned to a client listing arising from a purchase acquisition. Franchise intangible represents a contractual arrangement under which the franchiser grants the franchisee the right to
perform certain functions within a designated geographical area.



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



MERGERS AND ACQUISITIONS



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



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##### Table of Contents

Peoples Bank had one location, which at closing became a branch of Great Western Bank, Omaha. The results of operation of Peoples Bank after the date of
acquisition are included in the consolidated financial statements.



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



|                                       |  |              |         |  
|-------------------------------------- |  | ------------ | ------- | -
|                                       |  | Peoples Bank |        
|Assets acquired:                       |  |              |         |  
|Securities                             |  | $            | 390     |  
|Loans receivable                       |  |              | 2,910   |  
|Other assets                           |  |              | 22      |  
|Premises and equipment                 |  |              | 65      |  
|Goodwill                               |  |              | 2,017   |  
|Intangible assets                      |  |              | 304     |  
|Liabilities assumed:                   |  |              |         |  
|Deposits                               |  |              | (24,379 | )
|Other liabilities                      |  |              | (108    | )
|                                       |  |              |         |  
|Net cash and cash equivalents received |  | $            | (19,139 | )
|                                       |  |              |         |  



On September 30, 2002,
Great Western acquired 1,688 shares (4.76%) of the common stock of Great Western Bank, Clive for $673,288 in cash from a minority shareholder. The transaction was accounted for as a purchase.



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



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



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



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



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##### Table of Contents

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



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



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



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



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



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 operation 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.



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  | )
|                                       |  |                   |          |  



Great Western entered
into an Agreement and Plan of Merger on June 28, 2004 with First State Bancorp, Inc., a Missouri corporation and Farmers Bank of Portageville, (Farmers) a Missouri banking corporation. Great Western also entered into a Purchase and
Assumption Agreement dated June 28, 2004 with First State Bank & Trust Company, Inc., and First State Bancorp, Inc. Farmers, is expected to merge into Great Western Bank, Omaha so that Great Western Bank can open a Missouri branch in
metropolitan Kansas City immediately upon consummation of the merger.



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##### Table of Contents

At no time will Great Western actually operate the banking offices of Farmers acquired in the merger. The transaction is subject to final agreement and
regulatory approval. If regulatory approval is received, Great Western contemplates a closing not later than October 31, 2004.



SUBSEQUENT EVENTS



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



On August 18, 2004, Great Western redeemed $21,031,000 of Debentures from GWB
Capital Trust I and GWB Capital Trust I redeemed all outstanding Preferred Securities (2,040,000 shares) at the $10 par value plus accumulated and unpaid Distributions. The total distribution for the redemption was $20,587,000 and was made from cash
on hand. The redemption will slightly reduce liquidity, and total capital for regulatory capital ratios in the future.



RESULTS OF OPERATION



GENERAL



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 and 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. Net income for the year ended June 30, 2003 was $15,931,000, an increase
of $2,714,000 when compared to net income of $13,217,000 for the year ended June 30, 2002. The increase in net income was a result of net interest income after provision for loan losses increasing $10,827,000 and non-interest income increasing
$9,457,000; offset by an increase in non-interest expense of $15,142,000 and an increase in the provision for income taxes of $2,446,000.



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. The net income increase was substantially affected by the reduction in amortization and valuation adjustment expense for mortgage servicing rights to
$1,623,000 for the year ended June 30, 2004 compared to $15,358,000 for the year ended June 30, 2003. Great Westerns return on average assets was 0.76% for the year ended June 30, 2003 compared to 0.71% for the year ended June 30, 2002. This
increase is due to fiscal net income increasing 20.53% compared to an 11.83% 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, 2004 and 2003 and a 34% tax rate for the year ended June 30, 2002, and the average rates earned or paid on each major category. This analysis
details the contribution of interest-earning assets and the overall impact of the cost of funds on net interest income.



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

---

|(1) | The data includes the accounts of Peoples Bank from December 28, 2002, the date of its
acquisition, those of First Western, and Marquette from February 28, 2002, the date of their acquisition and the branches of Bank Midwest, N.A. from February 23, 2004, the date of their acquisition. The acquisitions were accounted for under the
purchase method of accounting.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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##### Table of Contents

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



Interest expense decreased $6,142,000 to $42,063,000 for the year ended June
30, 2004, from $48,205,000 in 2003. The cost of interest-bearing liabilities for the year ended June 30, 2004, was 2.25% compared to 2.86% in 2003. When combined with 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 $205,800,000 in 2004, a increase of $74,950,000 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.



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##### Table of Contents

Net interest income, on a tax-equivalent basis, was $77,841,000 for the year ended June 30, 2003, an
increase of $9,442,000 from $68,399,000 in 2002. This increase resulted from an increase of $212,483,000 in average interest-earning assets to $1,916,207,000 for the year ended June 30, 2003, from $1,703,724,000 in 2002. The majority of the asset
growth occurred in the loans and securities portfolios, both from acquisitions and internal growth. Average loans increased $181,526,000 to $1,550,457,000 for the year ended June 30, 2003, from $1,368,931,000 in 2002.



Interest expense decreased $11,976,000 to $48,205,000 for the year ended June
30, 2003, from $60,181,000 in 2002. The cost of interest-bearing liabilities for the year ended June 30, 2003, was 2.86% compared to 3.87% in 2002. When combined with noninterest-bearing deposits, the cost of funds was 2.51% for the year ended June
30, 2003, compared to 3.47% in 2002. The average balance of Federal Home Loan Bank borrowings, federal funds purchased, and securities sold under agreements to repurchase decreased to $130,850,000 in 2003, a decrease of $9,368,000 from $140,218,000
in 2002.



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



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



|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | - | ------------------------------------ | - | ------- | ----- |  | - | ------ | - |  | ---- | ------ | - | ----- | - | ------- | - |  | - | ------- | -
|                                                                                                              |  | 2004 vs. 2003                        |        |   | 2003 vs. 2002                        |  
|                                                                                                              |  | Increase (Decrease) DuetoChanges In: |        |   | Increase (Decrease) DuetoChanges In: |  
|                                                                                                              |  | Volume                               |        |   | Rate                                 |   |         | Total |  |   | Volume |   |  | Rate |        |   | Total |  
|                                                                                                              |  | (dollars in thousands)               |       
|Interest-earning assets:                                                                                      |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Loans, net of unearned fees                                                                                   |  | $                                    | 11,315 |   |                                      | $ | (10,551 | )     |  | $ | 764    |   |  | $    | 13,685 |   |       | $ | (13,909 | ) |  | $ | (224    | )
|Investment securities: Taxable                                                                                |  |                                      | 1,726  |   |                                      |   | (3,548  | )     |  |   | (1,822 | ) |  |      | 683    |   |       |   | (3,282  | ) |  |   | (2,599  | )
|Tax exempt (tax equivalent)                                                                                   |  |                                      | (645   | ) |                                      |   | 399     |       |  |   | (246   | ) |  |      | 983    |   |       |   | (151    | ) |  |   | 832     |  
|Common Securities                                                                                             |  |                                      | 80     |   |                                      |   |        |       |  |   | 80     |   |  |      |       |   |       |   |        |   |  |   |        |  
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Federal funds sold and other                                                                                  |  |                                      | (299   | ) |                                      |   | (148    | )     |  |   | (447   | ) |  |      | 97     |   |       |   | (640    | ) |  |   | (543    | )
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Total interest income                                                                                         |  |                                      | 12,177 |   |                                      |   | (13,848 | )     |  |   | (1,671 | ) |  |      | 15,448 |   |       |   | (17,982 | ) |  |   | (2,534  | )
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Interest-bearing liabilities:                                                                                 |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Demand, savings and money market deposits                                                                     |  |                                      | 716    |   |                                      |   | (2,393  | )     |  |   | (1,677 | ) |  |      | 1,690  |   |       |   | (8,108  | ) |  |   | (6,418  | )
|Time deposits                                                                                                 |  |                                      | 666    |   |                                      |   | (5,754  | )     |  |   | (5,088 | ) |  |      | 2,259  |   |       |   | (6,668  | ) |  |   | (4,409  | )
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Total interest-bearing deposit expense                                                                        |  |                                      | 1,382  |   |                                      |   | (8,147  | )     |  |   | (6,765 | ) |  |      | 3,949  |   |       |   | (14,776 | ) |  |   | (10,827 | )
|Federal Home Loan Bank borrowings, federal funds purchased and securities sold under agreements to repurchase |  |                                      | 2,214  |   |                                      |   | (2,133  | )     |  |   | 81     |   |  |      | (376   | ) |       |   | (543    | ) |  |   | (919    | )
|Notes payable                                                                                                 |  |                                      | (277   | ) |                                      |   | (151    | )     |  |   | (428   | ) |  |      | (206   | ) |       |   | (352    | ) |  |   | (558    | )
|Company obligated mandatorily redeemable preferred securities                                                 |  |                                      | (577   | ) |                                      |   | (1,889  | )     |  |   | (2,466 | ) |  |      | 703    |   |       |   | (375    | ) |  |   | 328     |  
|Subordinated debentures                                                                                       |  |                                      | 3,436  |   |                                      |   |        |       |  |   | 3,436  |   |  |      |       |   |       |   |        |   |  |   |        |  
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Total interest expense                                                                                        |  |                                      | 6,178  |   |                                      |   | (12,320 | )     |  |   | (6,142 | ) |  |      | 4,070  |   |       |   | (16,046 | ) |  |   | (11,976 | )
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  
|Increase (decrease) in net interest income                                                                    |  | $                                    | 5,999  |   |                                      | $ | (1,529  | )     |  | $ | 4,470  |   |  | $    | 11,378 |   |       | $ | (1,936  | ) |  | $ | 9,442   |  
|                                                                                                              |  |                                      |        |   |                                      |   |         |       |  |   |        |   |  |      |        |   |       |   |         |   |  |   |         |  



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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, 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%. The 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. The provision for loan losses for the year ended June 30, 2003, was $4,371,000 compared to $6,067,000 for the year ended June 30, 2002. This represents a decrease of $1,696,000, or
27.95%. This decrease is due to management assessing less risk in the loan portfolio. See Non-performing Loans and Allowance for Loan Losses.



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OTHER INCOME



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



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



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 other income. Net gains from the sale of loans decreased due to the increase in long-term mortgage rates. During the year ended June 30, 2003, total other income increased to $31,354,000 from $21,897,000 for
the year ended June 30, 2002, due primarily to increased service charges and other fees and net gains from sale of loans. Great Western Bank, Omaha is the only Great Western bank that services mortgage loans, pursuant to purchased and retained
mortgage servicing rights.



OTHER EXPENSES



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



|                                                                    |  |                        |        |      |   |        |  |   |       
|------------------------------------------------------------------- |  | ---------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                                    |  | Year Ended June 30,   
|                                                                    |  | 2004                   |        | 2003 |   | 2002  
|                                                                    |  | (dollars in thousands)
|Salaries and employee benefits                                      |  | $                      | 35,560 |      | $ | 33,323 |  | $ | 28,851
|Occupancy expense, net                                              |  |                        | 4,478  |      |   | 4,227  |  |   | 3,770 
|Amortization and valuation adjustment for mortgage servicing rights |  |                        | 1,623  |      |   | 15,358 |  |   | 9,049 
|Data processing                                                     |  |                        | 3,705  |      |   | 3,676  |  |   | 3,091 
|Equipment expenses                                                  |  |                        | 2,977  |      |   | 2,757  |  |   | 2,510 
|Advertising                                                         |  |                        | 4,667  |      |   | 3,743  |  |   | 2,180 
|Communication expenses                                              |  |                        | 2,191  |      |   | 2,042  |  |   | 1,858 
|Professional fees                                                   |  |                        | 4,092  |      |   | 3,165  |  |   | 2,711 
|Amortization of core deposit intangible and other intangibles       |  |                        | 1,595  |      |   | 1,901  |  |   | 2,629 
|Other expenses                                                      |  |                        | 7,472  |      |   | 7,268  |  |   | 5,669 
|                                                                    |  |                        |        |      |   |        |  |   |       
|Total other expenses                                                |  | $                      | 68,360 |      | $ | 77,460 |  | $ | 62,318
|                                                                    |  |                        |        |      |   |        |  |   |       



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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 is 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. Other expenses
increased $15,142,000 or 24.30%, to $77,460,000 during the year ended June 30, 2003, from $62,318,000 for the year ended June 30, 2002. This increase is primarily the result of an increase in amortization and valuation adjustment of mortgage
servicing rights acquired and an increase in salaries and employee benefits.



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.Salaries and employee benefits rose $4,472,000 or 15.50%, to $33,323,000 for the year ended June 30, 2003, from $28,851,000 for the corresponding period of 2002.
Contributing to the increase in salaries and employee benefits were general staffing increases concurrent with internal growth.



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. Net occupancy expense increased $457,000, or 12.12%, to $4,227,000 for the year ended June 30, 2003, from $3,770,000 for the year ended June 30, 2002. Net occupancy costs increased
due to internal growth.



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 for the previous year. Mortgage servicing rights amortization of $1,623,000 includes the recognition of a valuation allowance due to
a change in the estimated future prepayment rates of the servicing portfolio, caused by an increasing interest rate environment in 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. Amortization and valuation adjustments of mortgage servicing rights increased $6,309,000, to $15,358,000 for the year ended June 30, 2003, from $9,049,000 for the previous year. Mortgage servicing rights amortization of
$15,358,000 includes the recognition of a valuation allowance due to a change in the estimated future prepayment rates of the servicing portfolio, caused by a declining interest rate environment in the twelve months ended June 30, 2003. A valuation
allowance of $4,208,000 was recognized in the fiscal year ended June 30, 2003. Great Western Bank, Omaha is currently the only Great Western bank that services mortgage loans pursuant to purchased or retained mortgage servicing rights. A decline in
mortgage interest rates in future periods may result in further changes in prepayment rates and further acceleration in amortization expenses, the result of which will be estimated at the end of each quarter.



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. Data processing costs increased $585,000, or 18.93% to $3,676,000 for the year ended June 30, 2003, from $3,091,000
during the year ended June 30, 2002. The increase was due to internal growth and bank merger cost.



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



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Advertising costs increased to $4,667,000, 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. Advertising costs increased to $3,743,000, an increase of $1,563,000 or 71.70% for the year ended June 30, 2003,
from $2,180,000 during the year ended June 30, 2002. The increase was due to internal growth and one time cost of marketing related to bank mergers and bank name changes.



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. These expenses increased $184,000, or 9.90%, to $2,042,000 for the year ended June 30, 2003, from $1,858,000 for the year
ended June 30, 2002. These expenses increased due to internal growth.



Amortization of core deposit intangible and other intangibles was $1,595,000 for the year ended June 30, 2004 compared to $1,901,000 for the year ended June 30, 2003, and $2,629,000 for the year ended June 30, 2002.The
decrease in both years is due primarily to a decrease in the amortization of the core deposit intangible asset from the acquisition of Great Western Bank, Omaha. This core deposit intangible is being amortized on an accelerated method over 5
years.See Note 1 and Note 7 to the Consolidated Financial Statements.



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. Professional fees increased $454,000, or 16.75%, to $3,165,000 for the
year ended June 30, 2003, from $2,711,000 for the year ended June 30, 2002. Professional fees expenses increased due to Great Westerns growth and acquisitions.



Other operating expenses include, among many other items, armored car, supplies, correspondent bank service charges, travel
and entertainment, and dues and subscriptions. These expenses increased $353,000, or 3.79%, to $9,663,000 for the year ended June 30, 2004, from $9,310,000 for the year ended June 30, 2003. Other operating expenses increased for this period due to
Great Westerns growth and acquisitions.These expenses increased $1,783,000, or 23.69%, to $9,310,000 for the year ended June 30, 2003, from $7,527,000 for the year ended June 30, 2002. These expenses increased due to internal
growth.



FEDERAL INCOME TAX



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



RECENT ACCOUNTING PRONOUNCEMENTS



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



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



In January 2003, the FASB issued Interpretation No. 46 Consolidation of Variable Interest Entities(FIN 46). This Interpretation
was issued in an effort to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (i) does not have equity investors with voting rights or (ii) has equity investors that do not provide sufficient financial resources
for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. To further assist financial statement users in assessing a companys risks, the
Interpretation also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after January 31, 2003. Great Western adopted FIN 46 beginning with the quarter ended December 31, 2003. Great Western has disclosed the investment in Great Western Statutory Trust IV and GWB Capital Trust V on a
deconsolidated basis. Adoption of FIN 46 did not have a significant impact on Great Westerns financial position, cash flows or results of operation.



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



The Financial Accounting Standards Board has published a revision to
Interpretation 46 (FIN 46R) to clarify provisions of FIN 46, and to exempt certain entities from its requirements. Application of FIN 46R (or FIN 46) is required in financial statements of public entities that have interests in
structures that are commonly referred to as special-purpose entities for periods ending after December 15, 2003. Great Western adopted FIN 46R in the quarter ended December 31, 2003. Adoption of FIN 46R did not have a significant impact on Great
Westerns financial position, cash flows or results of operation.



In May 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (FASB No. 150). This Statement
establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.



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FASB No. 150 requires that an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of nonpublic entities. The adoption of SFAS No. 150 did not have a material effect on Great Westerns financial position, liquidity or results of operation.



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



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



ANALYSIS OF FINANCIAL CONDITION



LOAN PORTFOLIO



Total loans, net of unearned
fees, increased $233,646,000, 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. Total loans, net of unearned fees, increased $125,012,000, or 8.36%, to
$1,621,212,000 at June 30, 2003, from $1,496,200,000 at June 30, 2002. The increase was due to 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.



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



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



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



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



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



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



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



Although the risk of non-payment exists for a variety of reasons relating to all loans, other more specific risks are associated with each type of loan. Risks associated with real estate mortgage loans include the
borrowers inability to pay and deterioration in



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



LOAN MATURITIES



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



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



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



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LOAN REVIEW PROCESS



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



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



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



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



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



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NON-PERFORMING LOANS



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



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



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



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



|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |       |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ----- | -
|                                                                                                        |  | At June 30             |       
|                                                                                                        |  | 2004                   |        |   | 2003 |   |        | 2002 |  |   | 2001   |   |  | 2000 |       
|                                                                                                        |  | (dollars in thousands) |       
|Nonaccrual loans                                                                                        |  | $                      | 13,242 |   |      | $ | 9,561  |      |  | $ | 11,592 |   |  | $    | 4,703  |   |  | $ | 1,920 |  
|Accruing loans past due over 90 days                                                                    |  |                        | 154    |   |      |   | 2,130  |      |  |   | 1,895  |   |  |      | 1,772  |   |  |   | 2,370 |  
|Restructured loans                                                                                      |  |                        | 955    |   |      |   | 768    |      |  |   | 3,977  |   |  |      | 13,510 |   |  |   | 5,164 |  
|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |       |  
|Total non-performing loans                                                                              |  |                        | 14,351 |   |      |   | 12,459 |      |  |   | 17,464 |   |  |      | 19,985 |   |  |   | 9,454 |  
|Other real estate and other repossessed assets                                                          |  |                        | 2,628  |   |      |   | 2,208  |      |  |   | 2,496  |   |  |      | 1,179  |   |  |   | 113   |  
|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |       |  
|Total non-performing assets                                                                             |  | $                      | 16,979 |   |      | $ | 14,667 |      |  | $ | 19,960 |   |  | $    | 21,164 |   |  | $ | 9,567 |  
|                                                                                                        |  |                        |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |       |  
|Ratio of total nonperforming loans to loans, net of unearned fees                                       |  |                        | 0.77   | % |      |   | 0.77   | %    |  |   | 1.17   | % |  |      | 1.53   | % |  |   | 1.49  | %
|Ratio of total non-performing assets to total loans plus other real estate and other repossessed assets |  |                        | 0.91   |   |      |   | 0.90   |      |  |   | 1.33   |   |  |      | 1.62   |   |  |   | 1.51  |  
|Ratio of non-performing assets to total assets                                                          |  |                        | 0.70   |   |      |   | 0.68   |      |  |   | 0.99   |   |  |      | 1.19   |   |  |   | 1.12  |  



Nonaccrual loans were
$13,242,000 as of June 30, 2004, an increase of $3,681,000 over $9,561,000 as of June 20, 2003. The increase is primarily due to four real estate development loans totaling $2,600,000 being placed on non-accrual. Nonaccrual loans were $9,561,000 as
of June 30, 2003, a decrease of $2,031,000 over the balance of $11,592,000 as of June 30, 2002.



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This decrease was primarily due to one commercial borrower whose $1,400,000 loan was reclassified to other real estate owned and one commercial
borrower, which had a $500,000 principal reduction.



Accruing
loans past due over 90 days were $154,000 and $2,130,000 at June 30, 2004 and 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 $955,000 and $768,000 at June 30, 2004 and 2003, respectively. Restructured loans were
$768,000 and $3,977,000 at June 30, 2003 and 2002, respectively. The decrease is primarily due to a single commercial borrower refinancing a $3,100,000 loan, which resulted in this loan being reclassified. Restructured loans were $3,977,000
and $13,510,000 at June 30, 2002, and 2001, respectively. A single commercial borrower paid off a total of $7,379,543 of restructured loans in February 2002. This primarily caused the decrease in restructured loans and non-performing loans and
assets in fiscal year 2002.



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



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



ALLOWANCE FOR LOAN LOSSES



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



The allowance for loan losses is maintained to absorb probable losses
inherent in the loan portfolio. Great Westerns allowance was $22,643,000 or 1.22% of loans, net of unearned fees, at June 30, 2004 compared to $21,251,000 or 1.31% of loans, net of unearned fees, at June 30, 2003, and $20,344,000 or 1.36% of
loans, net of unearned fees, at June 30, 2002. 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.



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



Net loans charged off for the year ended June 30, 2004 were $2,932,000 compared with $3,464,000 in 2003 and $5,677,000 in 2002. One borrower accounted for
$2,653,000 of the loans charged-off for the fiscal year 2002.



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



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



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



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



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

---

|(1) | Net of unearned fees.
|--- | ---------------------



|(2) | The allowance for loan losses includes 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, the allowance related to the acquisition of Great Western
Bank, Omaha, Nebraska of $7,979,000 and the allowance of $999,000 related to the acquisition of First Western and Marquette banks (collectively) for their merger into Great Western Bank, Watertown. See Nonperforming Loans.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Management and the boards of directors of the subsidiary banks make credit and loan decisions in
conformity with loan policies established by their boards of directors. The subsidiary banks practices are to charge off any loan or portion of a loan when the loan is determined by management to be uncollectable 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 $3,605,000 during the year ended June 30, 2004 and $4,060,000 for June 30, 2003. Recoveries during fiscal year 2004 were $673,000 when compared to $596,000 for fiscal year June 30, 2003. Great Western charged off $6,451,000
during the year ended June 30, 2002 and $2,627,000 for June 30, 2001. One borrower accounted for $2,653,000 or 41.10% of the total charged off loans for the fiscal year 2002 as discussed earlier in this section.Recoveries during fiscal year
2002 were $774,000 when compared to $331,000 for fiscal year June 30, 2001.One commercial borrower accounted for $316,000 or 40.8% of the total recoveries in fiscal year 2002. See Non-Performing Loans.



The following table shows the allocations in the allowance and the respective
percentages of each loan category to total loans at June 30, 2004, 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. Management believes that the table may be useful information for assessing the adequacy
of the allowance as a whole. The table has been derived in part by applying historical loan loss ratios to both internally classified loans and the portfolio as a whole in determining the allocation of the loan losses attributable to each category
of loans.



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##### Table of Contents

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



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



SECURITIES



Securities, all of which are classified as available-for-sale, 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. Securities decreased $20,923,000 or 6.26%, to $313,136,000 at June 30, 2003, from $334,059,000 at
June 30, 2002. The decrease was due to funding the growth in loans versus reinvesting in securities.



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



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



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



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



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



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DEPOSITS



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. Total deposits increased
$99,063,000, or 6.06%, to $1,735,030,000 at June 30, 2003, from $1,635,967,000 at June 30, 2002. 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, 2004, and for each of the prior two years:



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



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



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



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



SHORT-TERM BORROWINGS



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



FEDERAL HOME LOAN BANK BORROWINGS



All of the
subsidiary banks are members of the Federal Home Loan Bank. Due to the competitive rates available, each subsidiary bank has utilized Federal Home Loan Bank advances as a source of funding. At June 30, 2004, the subsidiary banks had $114,802,000 in
Federal Home Loan Bank advances compared to $102,162,000 at June 30, 2003 and $69,337,000 at June 30, 2002. At June 30, 2004, based on its Federal Home Loan Bank stockholdings, the aggregate unused borrowing capacity of Great Western was
$136,527,000.



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



NOTES PAYABLE TO BANK



Great Western has notes payable to an unaffiliated bank of $500,000 at June 30, 2004 compared to $7,500,000 at June 30, 2003
and $17,500,000 at June 30, 2002. The decrease when comparing June 30, 2004 to June 30, 2003 is due to a note payoff. The source of funds for the payoff came from Great Western issuing company obligated mandatorily redeemable preferred securities of
a subsidiary trust. The decrease when comparing June 30, 2003 to June 30, 2002 is due to a note payoff; the source of funds for the payoff came from Great Western issuing company obligated mandatorily redeemable preferred securities of a subsidiary
trust. (Terms of these notes are discussed in Sources of Liquidity below.)



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



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CAPITAL NOTES



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



LINE OF CREDIT



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



LIQUIDITY



SOURCES OF LIQUIDITY



Liquidity with respect to a financial institution is the ability to meet its
short-term needs for cash without suffering an unfavorable impact on its on-going operations. The need for the subsidiary banks to maintain funds on hand arises principally from maturities of short-term borrowings, deposit withdrawals,
customers borrowing needs and the maintenance of reserve requirements. Liquidity with respect to a financial institution can be met from either assets or liabilities. On the asset side of the balance sheet, the primary sources of liquidity are
cash and due from banks, federal funds sold, maturities of securities and scheduled repayments and maturities of loans. The subsidiary banks maintain adequate levels of cash and near-cash investments to meet their day-to-day needs. Cash and due from
banks averaged $55,987,000 and $52,070,000 during the years ended June 30, 2004 and 2003. These amounts comprised 2.46% and 2.50% of average total assets during the years ended June 30, 2004 and 2003. The average level of securities and federal
funds sold was $368,727,000 and $365,750,000 during the years ended June 30, 2004 and 2003.



At June 30, 2004, $19,063,000, or 5.89%, of Great Westerns securities portfolio, excluding mortgage-backed securities and equity securities, is scheduled to mature within one year and $239,369,000 or 74.01%,
excluding mortgage-backed securities, matures after one but within five years. The subsidiary banks commercial lending activities are concentrated in loans with maturities of less than five years and with both fixed and adjustable interest
rates. Its installment lending activities are concentrated in loans with maturities of three to six years and with generally fixed interest rates. At June 30, 2004, approximately $942,081,000, or 50.79%, 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.



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



CAPITAL RESOURCES



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



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



|                           |  |                           |           |       |               |   |        |   |           |  |       |  
|-------------------------- |  | ------------------------- | --------- | ----- | ------------- | - | ------ | - | --------- |  | ----- | -
|                           |  | Risk-Based Capital Ratios |          
|                           |  | June 30, 2004             |           |       | June 30, 2003 |  
|                           |  | Amount                    |           | Ratio |               |   | Amount |   | Ratio     | 
|                           |  | (dollars in thousands)    |          
|Core (Tier I) capital      |  | $                         | 140,099   |       | 7.21          | % |        | $ | 115,058   |  | 6.76  | %
|Minimum requirement        |  |                           | 77,722    |       | 4.00          |   |        |   | 68,037    |  | 4.00  |  
|                           |  |                           |           |       |               |   |        |   |           |  |       |  
|Excess                     |  | $                         | 62,377    |       | 3.21          | % |        | $ | 47,021    |  | 2.76  | %
|                           |  |                           |           |       |               |   |        |   |           |  |       |  
|Total capital              |  | $                         | 256,535   |       | 13.20         | % |        | $ | 190,323   |  | 11.19 | %
|Minimum requirement        |  |                           | 155,444   |       | 8.00          |   |        |   | 136,074   |  | 8.00  |  
|                           |  |                           |           |       |               |   |        |   |           |  |       |  
|Excess                     |  | $                         | 101,091   |       | 5.20          | % |        | $ | 54,249    |  | 3.19  | %
|                           |  |                           |           |       |               |   |        |   |           |  |       |  
|Total risk-weighted assets |  | $                         | 1,943,048 |       |               |   |        | $ | 1,700,925 |  |       |  
|                           |  |                           |           |       |               |   |        |   |           |  |       |  



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



OFF-BALANCE SHEET ARRANGEMENTS



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



|                             |  |          |         |      |   |        
|---------------------------- |  | -------- | ------- | ---- | - | -------
|                             |  | June 30,
|                             |  | 2004     |         | 2003
|Commitments to extend credit |  | $        | 381,151 |      | $ | 394,032
|Letters of credit            |  |          | 14,464  |      |   | 10,879 



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



CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS



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. See Note 18 to the Consolidated Financial Statements.



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The following presents Great Westerns other contractual obligations at June 30, 2004:



|                            |  |                        |         |           |   |           |  |                  |         |       |   |         |  |   |          
|--------------------------- |  | ---------------------- | ------- | --------- | - | --------- |  | ---------------- | ------- | ----- | - | ------- |  | - | ---------
|                            |  | Payments Due by Period
|                            |  | Less than1 year        |         | 1-3 years |   | 3-5 years |  | More than5 years |         | Total
|                            |  | (In Thousands)        
|Long-term debt(a)           |  | $                      | 30,097  |           | $ | 43,000    |  | $                | 23,058  |       | $ | 55,900  |  | $ | 152,055  
|Subordinated debentures(b)  |  |                        |        |           |   |          |  |                  |        |       |   | 108,662 |  |   | 108,662  
|Certificates of deposit(c)  |  |                        | 426,928 |           |   | 359,203   |  |                  | 106,171 |       |   | 41,616  |  |   | 933,918  
|Operating lease obligations |  |                        | 1,196   |           |   | 1,446     |  |                  | 586     |       |   | 1,048   |  |   | 4,276    
|Purchase obligations        |  |                        | 7,972   |           |   | 46        |  |                  |        |       |   |        |  |   | 8,018    
|                            |  |                        |         |           |   |           |  |                  |         |       |   |         |  |   |          
|Totals                      |  | $                      | 466,193 |           | $ | 403,695   |  | $                | 129,815 |       | $ | 207,226 |  | $ | 1,206,929
|                            |  |                        |         |           |   |           |  |                  |         |       |   |         |  |   |          

---

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



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



|(c) | 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 (2.95)% at the less than three-month interval, (14.15)% at the three-month to less than one-year interval and 8.12% at the one to five year interval at June 30, 2004. Currently, Great Western is in a liability-sensitive position in the near term.
Great Western had $727,387,000 of interest-bearing



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demand, savings and money market deposits at June 30, 2004 that are somewhat less rate-sensitive. Excluding these deposits, Great Westerns
interest-sensitive ratio would have been 9.43% at the less than three-month interval, 7.21% at the three month to less than one-year interval and 35.06% at the one to five year interval at June 30, 2004. The interest sensitivity position is
presented as of a point in time and can be modified to some extent by management as changing conditions dictate.



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



|                                                                           |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|-------------------------------------------------------------------------- |  | ------------------------------------------------ | ------- | -- | -------------------------------- | - | -------- | ----------------- |  | - | --------------- | - |  | ----- | ------- | - |  | - | ---------
|                                                                           |  | Estimated Maturity or Repricing at June 30, 2004
|                                                                           |  | Less Than ThreeMonths                            |         |    | ThreeMonths toLess Than One Year |   |          | One to Five Years |  |   | Over Five Years |   |  | Total
|                                                                           |  | (dollars in thousands)                          
|Interest-earning assets:                                                   |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Loans, net of unearned fees                                                |  | $                                                | 599,005 |    |                                  | $ | 290,068  |                   |  | $ | 873,310         |   |  | $     | 92,475  |   |  | $ | 1,854,858
|Investment securities:                                                     |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Taxable                                                                    |  |                                                  | 11,873  |    |                                  |   | 11,276   |                   |  |   | 244,209         |   |  |       | 58,324  |   |  |   | 325,682  
|Tax exempt                                                                 |  |                                                  | 241     |    |                                  |   | 2,489    |                   |  |   | 17,974          |   |  |       | 18,461  |   |  |   | 39,165   
|Federal funds sold and other                                               |  |                                                  | 26,643  |    |                                  |   |         |                   |  |   | 99              |   |  |       |        |   |  |   | 26,742   
|                                                                           |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Total interest-earning assets                                              |  |                                                  | 637,762 |    |                                  |   | 303,833  |                   |  |   | 1,135,592       |   |  |       | 169,260 |   |  |   | 2,246,447
|Interest-bearing liabilities:                                              |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Deposits:                                                                  |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Demand, savings and money market deposits                                  |  | $                                                | 300,843 |    |                                  | $ | 218,216  |                   |  | $ | 135,589         |   |  | $     | 72,739  |   |  | $ | 727,387  
|Time deposits                                                              |  |                                                  | 175,316 |    |                                  |   | 350,366  |                   |  |   | 406,128         |   |  |       | 2,108   |   |  |   | 933,918  
|Federal funds purchased and securities sold under agreements to repurchase |  |                                                  | 94,955  |    |                                  |   | 723      |                   |  |   | 132             |   |  |       |        |   |  |   | 95,810   
|Federal Home Loan Bank Advances and other                                  |  |                                                  | 21,442  |    |                                  |   | 6,655    |                   |  |   | 52,558          |   |  |       | 34,700  |   |  |   | 115,355  
|Notes payable                                                              |  |                                                  | 36,700  |    |                                  |   |         |                   |  |   |                |   |  |       |        |   |  |   | 36,700   
|Subordinated debentures                                                    |  |                                                  | 80,207  |    |                                  |   |         |                   |  |   |                |   |  |       | 28,455  |   |  |   | 108,662  
|                                                                           |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Total interest-bearing liabilities                                         |  | $                                                | 709,463 |    |                                  | $ | 575,960  |                   |  | $ | 594,407         |   |  | $     | 138,002 |   |  | $ | 2,017,832
|Interest rate gap                                                          |  | $                                                | (71,701 | )  |                                  | $ | (272,127 | )                 |  | $ | 541,185         |   |  | $     | 31,258  |   |  | $ | 228,615  
|Cumulative interest rate gap at June 30, 2004                              |  | $                                                | (71,701 | )  |                                  | $ | (343,828 | )                 |  | $ | 197,357         |   |  | $     | 228,615 |   |  |   |          
|                                                                           |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          
|Cumulative interest rate gap to total assets                               |  |                                                  | (2.95   | )% |                                  |   | (14.15   | )%                |  |   | 8.12            | % |  |       | 9.41    | % |  |   |          
|                                                                           |  |                                                  |         |    |                                  |   |          |                   |  |   |                 |   |  |       |         |   |  |   |          



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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.



|                          |  |                        |        |                    |        |   |               |       |  
|------------------------- |  | ---------------------- | ------ | ------------------ | ------ | - | ------------- | ----- | -
|                          |  | Netinterestincome      |        | (Decrease)Increase |        |   | PercentChange |      
|                          |  | (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 |                    | 0      |   |               | 0.00  |  
|100 basis point decline   |  |                        | 83,387 |                    | (2,229 | ) |               | (2.60 | )
|200 basis point decline   |  |                        | 78,876 |                    | (6,740 | ) |               | (7.87 | )



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



|                          |  |                        |        |                    |        |   |               |       |   
|------------------------- |  | ---------------------- | ------ | ------------------ | ------ | - | ------------- | ----- | --
|                          |  | Netinterestincome      |        | (Decrease)Increase |        |   | PercentChange |      
|                          |  | (dollars in thousands) |       
|Changes in Interest Rates |  |                        |        |                    |        |   |               |       |   
|200 basis point rise      |  | $                      | 73,896 |                    | (2,969 | ) |               | (3.86 | )%
|100 basis point rise      |  |                        | 75,380 |                    | (1,485 | ) |               | (1.93 | ) 
|Base rate scenario        |  |                        | 76,865 |                    | 0      |   |               | 0.00  |   
|100 basis point decline   |  |                        | 78,350 |                    | 1,485  |   |               | 1.93  |   
|200 basis point decline   |  |                        | 79,834 |                    | 2,969  |   |               | 3.86  |   



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The financial statements of Great Western at June 30, 2004 and 2003, together with the Independent Auditors Report, are included in this Form 10-K below.



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



Great Western filed a current report on Form 8-K (Item 4) during the quarter ended March 31, 2003. The Form 8-K was filed on March 3, 2003, and reported
the Audit Committee of the Board of Directors of Great Western Bancorporation, Inc., notified McGladrey & Pullen, LLP that they were dismissed as Great Westerns independent auditor, effective February 27, 2003. The report included a letter
from McGladrey & Pullen, LLP regarding its concurrence with a Great Western Bancorporation, Inc. statement regarding change of accountants.



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



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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, 2004.



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



ITEM 9B. OTHER INFORMATION



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



PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



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



|                    |  |     |  |                                                         |  |                                                                                                                                                                                                          
|------------------- |  | --- |  | ------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                |  | Age |  | Position with Great Western                             |  | Position with Subsidiary                                                                                                                                                                                 
|Deryl F. Hamann     |  | 71  |  | Chairman of the Board, CEO and Director                 |  | Chairman and Director of Great Western Bank, Watertown and Great Western Bank, Omaha                                                                                                                     
|                    |  |     | 
|Daniel A. Hamann    |  | 46  |  | 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    |  | 45  |  | Executive Vice President and Director                   |  | President, CEO and Director of Great Western Bank, Omaha                                                                                                                                                 
|                    |  |     | 
|Jeffory A. Erickson |  | 46  |  | Director                                                |  | President, CEO and Director of Great Western Bank, Watertown, Director of Great Western Service Corporation                                                                                              
|                    |  |     | 
|Thomas B. Fischer   |  | 57  |  | Senior Vice President, Assistant Secretary and Director |  | None                                                                                                                                                                                                     
|                    |  |     | 
|Art N. Burtscher    |  | 53  |  | Director                                                |  | Director of Great Western Bank, Omaha                                                                                                                                                                    
|                    |  |     | 
|Andrew C. Hove, Jr. |  | 69  |  | Director                                                |  | None                                                                                                                                                                                                     
|                    |  |     | 
|Robert W. Murray    |  | 69  |  | Director                                                |  | None                                                                                                                                                                                                     
|                    |  |     | 
|Leo W. Smith II     |  | 68  |  | Director                                                |  | Director of Great Western Bank, Omaha                                                                                                                                                                    
|                    |  |     | 
|James R. Clark      |  | 53  |  | CFO, Secretary and Treasurer                            |  | Vice President of Great Western Service Corporation                                                                                                                                                      
|                    |  |     | 
|John L. Hendren     |  | 49  |  | None                                                    |  | President, CEO & Director of Great Western Bank, Clive, Iowa, Director of Great Western Service Corporation                                                                                              



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



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



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



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



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



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



Art N. Burtscher. Mr. Burtscher is Chairmen 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.



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



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



Leo W. Smith II. General
Smith is Acting 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.



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 2002 through 2004. No other executive officer of Great Western received compensation from Great
Western exceeding $100,000 for these years.



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



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



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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 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 to serve on its audit committee.



INDEMNIFICATION



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



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



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.



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



PHANTOM
STOCK AGREEMENTS



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



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



The following table presents information regarding beneficial ownership of common stock of Great Western as of August 31, 2004 by (1) each
shareholder known by Great Western to be the beneficial owner of more than 5% of its outstanding common stock and (2) each director of Great Western and each named executive officer and (3) all directors and executive officers as a group. Based on
information furnished by the owners, management believes that the stockholders listed below have sole investment and voting power regarding their shares, except that co-trustees share investment and voting power.



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

---

|(1) | Of this amount, an aggregate of 24,315 shares are held by five 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 as trustee owns an additional 454 shares held by an affiliated company. In addition, Mr. Hamann owns 2,710 shares individually.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|(3) | Of this amount, 1,841 shares are owned by her revocable trust for which she serves as sole trustee, 505 shares are owned by her spouse, an aggregate of 37,017.75
shares are held by various Hamann family trusts for which she serves as co-trustee with Daniel A. Hamann and Julie Hamann Hodgson, and 17,209.75 shares are owned by her as trustee for Julie Hamann Hodgson and her issue.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|(5) | Of this amount, 2,074 shares are owned by her revocable trust for which she serves as sole trustee, an aggregate of 37,017.75 shares are held by various Hamann
family trusts for which she serves as co-trustee with Daniel A. Hamann and Esther Hamann Brabec, 3,075 shares are owned by her as trustee for Esther Hamann Brabecs issue and 17,346.75 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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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Spectrum Life Insurance Company and Spectrum Financial Services, Inc. are affiliates of Great Western. Deryl F. Hamann and his children own them, directly or indirectly, individually or as trustee. Spectrum Life
Insurance Company reinsures certain credit life, accident and health insurance policies sold by Great Westerns subsidiary banks and unaffiliated banks as agents for an unaffiliated insurance company. Spectrum Life Insurance Company reinsures
certain of the mortality and morbidity risks under such policies in accordance with separate treaties with the unaffiliated insurance company, and received compensation from such insurance company of $1,057,464 during Great Westerns fiscal
year ended June 30, 2004, $1,074,368 for the year ended June 30, 2003, and $945,665 for the year ended June 30, 2002, 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 $26,834 during the fiscal year ended June 30, 2004, $54,157 during the fiscal year ended June 30, 2003, and $17,091
during the fiscal year ended June 30, 2002. Great Western believes that the foregoing arrangements are on terms similar to those which would be obtained with an unaffiliated party.



Spectrum Financial Services, Inc., until the sale of its subsidiary broker-dealer, Spectrum Capital Inc., on July 15, 2003,
placed investment centers in banks, including the Great Westerns subsidiary banks and unaffiliated banks. The investment centers engaged in the sale of life insurance, annuities, mutual funds and certain other securities on the premises of the
banks under lease arrangements and with joint or common employees. Spectrum Financial Services, Inc. paid Great Westerns subsidiary banks lease rentals based on commissions generated. Gross commissions originated from Great Westerns
banks were $762,000 during fiscal year ended June 30, 2003, and $764,097 during the fiscal year ended June 30, 2002. Gross commissions originated after June 30, 2003 and prior to the sale of Spectrum Capital, Inc. on July 15, 2003 were immaterial.
Each of Great Westerns subsidiary banks received approximately 75% of the amount of gross commissions generated from its leased space as rental. Great Western believes that these arrangements were on terms similar to those that would be
obtained with an unaffiliated party.



On August 7, 2000, Great
Western became the surviving corporation in a merger with the affiliated Citizens Corporation, which owned Citizens Bank, Chariton, Iowa. The Hamann family or their interests owned beneficially all of the stock to all parties to the merger. In the
merger, the Hamann family or their interests received a total of 7,584 shares of common stock of Great Western. Shortly prior to the merger the Hamann family or their interests received 10% subordinated capital notes of Citizens Corporation, having
a face amount of $1,200,000 due December 31, 2010, as a distribution of income received while Citizens Corporation was an S corporation. Great Western assumed the liability on the capital notes in the merger.



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



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##### Table of Contents

per annum over 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s obligations under its preferred securities guarantee and the junior subordinated debentures are unsecured and rank junior to Great Western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 collateralized its borrowing by pledging the subordinated capital notes to the unaffiliated bank. In addition, the stockholders of Great Western pledged their
common stock as additional collateral for Capital Investors loan.



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



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



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



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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



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



|                      |  |                     |     |      |   
|--------------------- |  | ------------------- | --- | ---- | --
|                      |  | Year Ended June 30,
|                      |  | 2004                |     | 2003
|                      |  | (In thousands)     
|Audit Fees            |  | $                   | 102 |      | $8
|Audit related Fees(a) |  |                     | 12  |      | 0 
|Tax Fees              |  |                     | 12  |      | 0 
|All other fees        |  |                     | 0   |      | 0 
|                      |  |                     |     |      |   
|Total Fees            |  | $                   | 126 |      | $8

---

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



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 2004.



PART IV



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



| | (a) | Documents filed with this report.
| | --- | ---------------------------------



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



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



(3) Exhibits



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##### Table of Contents

(a) (3) EXHIBITS



|                            |  |                                                                                                                                                       |  |                                                           |  |                                                                                
|--------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- |  | -------------------------------------------------------------------------------
|REGULATIONS-K EXHIBITNUMBER |  | DOCUMENT                                                                                                                                              |  | REFERENCETO PRIORFILING OR EXHIBIT NUMBER ATTACHED HERETO |  | SEQUENTIAL PAGE NUMBER WHEREATTACHED EXHIBITS ARELOCATED INTHIS FORM 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.           |  | (8)                                                       |  | 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. |  | (9)                                                       |  | 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.              |  | (10)                                                      |  | Not Applicable                                                                 
|4.2                         |  | Form of Junior Subordinated Debenture.                                                                                                                |  | (1)                                                       |  | Not Applicable                                                                 
|4.2                         |  | Form of Junior Subordinated Debenture.                                                                                                                |  | (2)                                                       |  | Not Applicable                                                                 
|4.2                         |  | Form of Junior Subordinated Debenture.                                                                                                                |  | (8)                                                       |  | Not Applicable                                                                 
|4.2                         |  | Form of Junior Subordinated Debenture.                                                                                                                |  | (9)                                                       |  | Not Applicable                                                                 
|4.2                         |  | Form of Junior Subordinated Debenture.                                                                                                                |  | (10)                                                      |  | Not Applicable                                                                 
|4.3                         |  | 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.                                                                                                        |  | (8)                                                       |  | Not Applicable                                                                 
|4.3                         |  | Certificate of Trust of Great Western Statutory Trust IV.                                                                                             |  | (9)                                                       |  | Not Applicable                                                                 
|4.3                         |  | Certificate of Trust of GWB Capital Trust V.                                                                                                          |  | (10)                                                      |  | Not Applicable                                                                 
|4.4                         |  | Trust Agreement of GWB Capital Trust I dated as of June 11, 1999.                                                                                     |  | (1)                                                       |  | Not Applicable                                                                 
|4.4                         |  | Trust Agreement of GWB Capital Trust II dated as of January 4, 2001.                                                                                  |  | (2)                                                       |  | Not Applicable                                                                 
|4.4                         |  | Trust Agreement of GWB Capital Trust III dated as of October 15, 2002.                                                                                |  | (8)                                                       |  | Not Applicable                                                                 
|4.4                         |  | Trust Agreement of Great Western Statutory Trust IV dated as of December 3, 2003.                                                                     |  | (9)                                                       |  | Not Applicable                                                                 
|4.4                         |  | Trust Agreement of GWB Capital Trust V dated as of March 29, 2004.                                                                                    |  | (10)                                                      |  | Not Applicable                                                                 
|4.5                         |  | Form of Amended and Restated Trust Agreement of GWB Capital Trust I dated August 18, 1999.                                                            |  | (1)                                                       |  | Not Applicable                                                                 



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



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|     |  |                                                                                                                                                 |  |     |  | 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | 
|31.1 |  | Chief Executive Officers Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  | (7) |  | 
|31.2 |  | Chief Financial Officers Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  | (7) |  | 
|32.1 |  | Chief Executive Officers Certificate Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  |  | (7) |  | 
|32.2 |  | Chief Financial Officers Certificate Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  |  | (7) |  | 



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



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



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



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



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



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



|(7) | Filed herewith.
|--- | ---------------



|(8) | 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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| | (b) | REPORTS ON FORM 8-K
| | --- | -------------------



The Company filed a current report on Form 8-K (Item 5) subsequent to the quarter ended March 31, 2004. The Form 8-K was filed on April 5,
2004, and reported the Company issued 25,000 shares, $1,000 par value, of Company Capital Trust Pass-Through Securities of GWB Capital Trust V on March 31, 2004 through a private placement. The Company owns 100% of the common securities of GWB
Capital Trust V.



The Company filed an
additional current report on Form 8-K (Item 5) subsequent to the quarter ended March 31, 2004. The form 8-K was filed on May 24, 2004 and reported Company has notified Wilmington Trust Company it intends to initiate an early redemption of all of its
Junior Subordinated Debentures under the Subordinated Indenture dated August 18, 1999. The Company received approval from the Federal Reserve on May 19, 2004 to initiate the early redemption.



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



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##### Table of Contents

Great Western Bancorporation, Inc.



Accountants Report and Consolidated Financial Statements



June 30, 2004, 2003 and 2002



































































LOGO





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##### Table of Contents

Great Western Bancorporation, Inc.



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



F-1



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##### 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, 2004 and 2003, and the related consolidated statements of income, stockholders equity, and cash
flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Great
Western Bancorporation, Inc. for the year ended June 30, 2002, were audited by other accountants whose report dated July 30, 2002, expressed an unqualified opinion on those statements.



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



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



/s/ BKD,LLP



Lincoln, Nebraska

August 18, 2004



F-2



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



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



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



/s/ McGladrey & Pullen, LLP



Sioux Falls, South Dakota

July 30, 2002



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

an affiliation of separate and independent legal entities.



F-3



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##### Table of Contents

Great Western Bancorporation, Inc.

Consolidated Balance Sheets

June 30, 2004 and 2003

(In thousands, except share data)



|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------
|                                                                                                                                                                                                                                      |  | 2004 |           |   | 2003
|Assets                                                                                                                                                                                                                                |  |      |           |   |      |   |          
|Cash and due from banks                                                                                                                                                                                                               |  | $    | 49,768    |   |      | $ | 64,637   
|Federal funds sold and FHLB overnight deposits                                                                                                                                                                                        |  |      | 26,642    |   |      |   | 42,522   
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Cash and cash equivalents                                                                                                                                                                                                             |  |      | 76,410    |   |      |   | 107,159  
|Certificates of deposit                                                                                                                                                                                                               |  |      | 99        |   |      |   | 99       
|Securities available for sale                                                                                                                                                                                                         |  |      | 364,847   |   |      |   | 313,136  
|Investment in affiliates                                                                                                                                                                                                              |  |      | 3,262     |   |      |   |         
|Loans, net of allowance for loan losses of $22,643 and $21,251 in 2004 and 2003, respectively                                                                                                                                         |  |      | 1,832,215 |   |      |   | 1,599,961
|Premises and equipment                                                                                                                                                                                                                |  |      | 47,890    |   |      |   | 43,675   
|Accrued interest receivable                                                                                                                                                                                                           |  |      | 14,309    |   |      |   | 13,679   
|Core deposits and other intangibles                                                                                                                                                                                                   |  |      | 2,897     |   |      |   | 3,371    
|Goodwill                                                                                                                                                                                                                              |  |      | 51,847    |   |      |   | 45,930   
|Mortgage servicing rights                                                                                                                                                                                                             |  |      | 14,557    |   |      |   | 5,274    
|Other assets                                                                                                                                                                                                                          |  |      | 21,576    |   |      |   | 15,785   
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Total assets                                                                                                                                                                                                                          |  | $    | 2,429,909 |   |      | $ | 2,148,069
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Liabilities and Stockholders Equity                                                                                                                                                                                                  |  |      |           |   |      |   |          
|Liabilities                                                                                                                                                                                                                           |  |      |           |   |      |   |          
|Deposits                                                                                                                                                                                                                              |  |      |           |   |      |   |          
|Noninterest bearing                                                                                                                                                                                                                   |  | $    | 252,759   |   |      | $ | 262,161  
|Interest bearing                                                                                                                                                                                                                      |  |      | 1,661,305 |   |      |   | 1,472,869
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Total deposits                                                                                                                                                                                                                        |  |      | 1,914,064 |   |      |   | 1,735,030
|Federal funds purchased and securities sold under agreements to repurchase                                                                                                                                                            |  |      | 95,810    |   |      |   | 60,163   
|FHLB advances and other borrowings                                                                                                                                                                                                    |  |      | 115,355   |   |      |   | 103,380  
|Notes payable                                                                                                                                                                                                                         |  |      | 36,700    |   |      |   | 43,700   
|Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated
debentures                                                                                                      |  |      |          |   |      |   | 58,000   
|Subordinated debentures                                                                                                                                                                                                               |  |      | 108,662   |   |      |   |         
|Accrued interest and other liabilities                                                                                                                                                                                                |  |      | 16,124    |   |      |   | 17,558   
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Total liabilities                                                                                                                                                                                                                     |  |      | 2,286,715 |   |      |   | 2,017,831
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Minority interests                                                                                                                                                                                                                    |  |      | 4,074     |   |      |   | 3,864    
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Stockholders equity                                                                                                                                                                                                                  |  |      |           |   |      |   |          
|Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of
10% noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative, nonvoting |  |      | 11,700    |   |      |   | 11,700   
|Common stock, $1.00 par value, authorized 1,000,000 shares; issued and outstanding 2004  123,802 shares, 2003  124,952
shares                                                                                                       |  |      | 124       |   |      |   | 125      
|Additional paid-in capital                                                                                                                                                                                                            |  |      | 2,032     |   |      |   | 2,051    
|Retained earnings                                                                                                                                                                                                                     |  |      | 129,106   |   |      |   | 106,433  
|Accumulated other comprehensive income (loss)                                                                                                                                                                                         |  |      | (3,842    | ) |      |   | 6,065    
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Total stockholders equity                                                                                                                                                                                                            |  |      | 139,120   |   |      |   | 126,374  
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          
|Total liabilities and stockholders equity                                                                                                                                                                                            |  | $    | 2,429,909 |   |      | $ | 2,148,069
|                                                                                                                                                                                                                                      |  |      |           |   |      |   |          



See Notes to
Consolidated Financial Statements



F-4



---

##### Table of Contents

Great Western Bancorporation, Inc.

Consolidated Statements of Income

Years Ended June 30, 2004, 2003 and 2002

(In thousands, except share and per share data)



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



See Notes to
Consolidated Financial Statements



F-5



---

##### Table of Contents

Great Western Bancorporation, Inc.

Consolidated Statements of Income - Continued

Years Ended June 30, 2004, 2003
and 2002

(In thousands, except share and per share data)



|                                                                    |  |      |         |      |   |         |  |   |        
|------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                                    |  | 2004 |         | 2003 |   | 2002   
|Noninterest Expense                                                 |  |      |         |      |   |         |  |   |        
|Salaries and employee benefits                                      |  | $    | 35,560  |      | $ | 33,323  |  | $ | 28,851 
|Occupancy expenses, net                                             |  |      | 4,478   |      |   | 4,227   |  |   | 3,770  
|Data processing                                                     |  |      | 3,705   |      |   | 3,676   |  |   | 3,091  
|Equipment expenses                                                  |  |      | 2,977   |      |   | 2,757   |  |   | 2,510  
|Advertising                                                         |  |      | 4,667   |      |   | 3,743   |  |   | 2,180  
|Communication expenses                                              |  |      | 2,191   |      |   | 2,042   |  |   | 1,858  
|Professional fees                                                   |  |      | 4,092   |      |   | 3,165   |  |   | 2,711  
|Amortization and valuation adjustments of mortgage servicing rights |  |      | 1,623   |      |   | 15,358  |  |   | 9,049  
|Amortization of core deposits and other intangibles                 |  |      | 1,595   |      |   | 1,901   |  |   | 2,629  
|Other                                                               |  |      | 7,472   |      |   | 7,268   |  |   | 5,669  
|                                                                    |  |      |         |      |   |         |  |   |        
|Total noninterest expense                                           |  |      | 68,360  |      |   | 77,460  |  |   | 62,318 
|                                                                    |  |      |         |      |   |         |  |   |        
|Income Before Income Taxes and Minority Interests                   |  |      | 39,996  |      |   | 26,388  |  |   | 21,246 
|Provision for Income Taxes                                          |  |      | 14,085  |      |   | 9,839   |  |   | 7,393  
|                                                                    |  |      |         |      |   |         |  |   |        
|Income Before Minority Interests                                    |  |      | 25,911  |      |   | 16,549  |  |   | 13,853 
|Minority Interests                                                  |  |      | 580     |      |   | 618     |  |   | 636    
|                                                                    |  |      |         |      |   |         |  |   |        
|Net Income                                                          |  | $    | 25,331  |      | $ | 15,931  |  | $ | 13,217 
|                                                                    |  |      |         |      |   |         |  |   |        
|Basic Earnings Per Common Share                                     |  | $    | 198.18  |      | $ | 121.61  |  | $ | 98.36  
|                                                                    |  |      |         |      |   |         |  |   |        
|Weighted Average Shares Outstanding                                 |  |      | 124,408 |      |   | 125,071 |  |   | 125,221
|                                                                    |  |      |         |      |   |         |  |   |        



See Notes to
Consolidated Financial Statements



F-6



---

##### Table of Contents

Great Western Bancorporation, Inc.

Consolidated Statements of Stockholders Equity

Years Ended June 30, 2004, 2003 and 2002

(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, 2001                                          |  |                     |        |   |                          | $ | 11,700                 |  | $ | 125                       |   |  | $                | 2,064 |   |                                            | $ | 80,792  |   |  | $ | 2,245  |  
|Net income                                                     |  | $                   | 13,217 |   |                          |   |                       |  |   |                          |   |  |                  |      |   |                                            |   | 13,217  |   |  |   |       |  
|Other comprehensive income, net of tax:                        |  |                     |        |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Net change in unrealized gain on securities available for sale |  |                     | 1,750  |   |                          |   |                       |  |   |                          |   |  |                  |      |   |                                            |   |        |   |  |   | 1,750  |  
|                                                               |  |                     |        |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Comprehensive income                                           |  | $                   | 14,967 |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|                                                               |  |                     |        |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Redeem 135 shares of common stock                              |  |                     |        |   |                          |   |                       |  |   |                          |   |  |                  | (6    | ) |                                            |   | (73     | ) |  |   |       |  
|Cash dividends paid:                                           |  |                     |        |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Preferred stock                                                |  |                     |        |   |                          |   |                       |  |   |                          |   |  |                  |      |   |                                            |   | (900    | ) |  |   |       |  
|Common stock, $6.00 per share                                  |  |                     |        |   |                          |   |                       |  |   |                          |   |  |                  |      |   |                                            |   | (751    | ) |  |   |       |  
|                                                               |  |                     |        |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  
|Balance, June 30, 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 | )
|                                                               |  |                     |        |   |                          |   |                        |  |   |                           |   |  |                  |       |   |                                            |   |         |   |  |   |        |  



See Notes to
Consolidated Financial Statements



F-7



---

##### Table of Contents

Great Western Bancorporation, Inc.

Consolidated Statements of Cash Flows

Years Ended June 30, 2004, 2003 and 2002

(In thousands)



|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                    |  | 2004 |          |   | 2003 |   |          | 2002 | 
|Operating Activities                                                |  |      |          |   |      |   |          |      |  |   |          |  
|Net income                                                          |  | $    | 25,331   |   |      | $ | 15,931   |      |  | $ | 13,217   |  
|Items not requiring (providing) cash                                |  |      |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                       |  |      | 12,319   |   |      |   | 16,973   |      |  |   | 9,713    |  
|Gain on sale of securities                                          |  |      | (1,255   | ) |      |   | (1,862   | )    |  |   | (215     | )
|Gain on sale of loans                                               |  |      | (5,902   | ) |      |   | (6,770   | )    |  |   | (2,923   | )
|(Gain) loss from sale of other real estate owned and other assets   |  |      | (296     | ) |      |   | (1,206   | )    |  |   | 96       |  
|Provision for loan losses                                           |  |      | 4,324    |   |      |   | 4,371    |      |  |   | 6,067    |  
|Provision for (recovery of) impairment of mortgage servicing rights |  |      | (4,819   | ) |      |   | 4,208    |      |  |   | 5,233    |  
|Deferred income taxes                                               |  |      | 96       |   |      |   | (5,335   | )    |  |   | (3,742   | )
|Minority interests                                                  |  |      | 580      |   |      |   | 618      |      |  |   | 636      |  
|Loans originated for resale                                         |  |      | (358,487 | ) |      |   | (405,482 | )    |  |   | (171,386 | )
|Proceeds from sale of loans originated for resale                   |  |      | 343,426  |   |      |   | 384,476  |      |  |   | 171,601  |  
|Changes in                                                          |  |      |          |   |      |   |          |      |  |   |          |  
|Accrued interest receivable                                         |  |      | (630     | ) |      |   | 1,422    |      |  |   | 946      |  
|Other assets                                                        |  |      | 650      |   |      |   | (2,858   | )    |  |   | 865      |  
|Accrued interest and other liabilities                              |  |      | (1,161   | ) |      |   | (1,092   | )    |  |   | (4,640   | )
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|Net cash provided by operating activities                           |  |      | 14,176   |   |      |   | 3,394    |      |  |   | 25,468   |  
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|Investing Activities                                                |  |      |          |   |      |   |          |      |  |   |          |  
|Purchase of certificates of deposit                                 |  |      |         |   |      |   |         |      |  |   | (4,199   | )
|Proceeds from maturities of certificates of deposit                 |  |      |         |   |      |   | 398      |      |  |   | 5,235    |  
|Purchase of trust common securities                                 |  |      | (1,467   | ) |      |   |         |      |  |   |         |  
|Purchase of securities available for sale                           |  |      | (218,544 | ) |      |   | (213,279 | )    |  |   | (169,624 | )
|Proceeds from sales and maturities of securities available for sale |  |      | 151,369  |   |      |   | 238,555  |      |  |   | 129,521  |  
|Purchase of mortgage servicing rights                               |  |      | (1,789   | ) |      |   | (518     | )    |  |   | (4,939   | )
|Proceeds from sale of mortgage servicing rights                     |  |      | 3        |   |      |   |         |      |  |   | 38       |  
|Net increase in loans                                               |  |      | (186,836 | ) |      |   | (97,881  | )    |  |   | (132,146 | )
|Purchase of premises and equipment                                  |  |      | (7,252   | ) |      |   | (6,147   | )    |  |   | (4,511   | )
|Proceeds from sale of premises and equipment                        |  |      | 1,083    |   |      |   | 754      |      |  |   | 67       |  
|Purchase of other assets                                            |  |      |         |   |      |   |         |      |  |   | (125     | )
|Proceeds from sale of other assets                                  |  |      | 3,516    |   |      |   | 5,120    |      |  |   | 572      |  
|Business acquisitions                                               |  |      | 82,398   |   |      |   | 19,139   |      |  |   | 83       |  
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                               |  |      | (177,519 | ) |      |   | (53,859  | )    |  |   | (180,028 | )
|                                                                    |  |      |          |   |      |   |          |      |  |   |          |  



See Notes to
Consolidated Financial Statements



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##### Table of Contents

Great Western Bancorporation, Inc.

Consolidated Statements of Cash Flows - Continued

Years Ended June 30, 2004,
2003 and 2002

(In thousands)



|                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                      |  | 2004 |         |   | 2003 |   |         | 2002 | 
|Financing Activities                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net increase in deposits                                                                              |  | $    | 55,901  |   |      | $ | 74,324  |      |  | $ | 115,288 |  
|Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase |  |      | 44,502  |   |      |   | (10,373 | )    |  |   | 8,440   |  
|Proceeds from issuance of preferred securities                                                        |  |      |        |   |      |   | 10,000  |      |  |   |        |  
|Proceeds from issuance of subordinated debentures                                                     |  |      | 48,867  |   |      |   |        |      |  |   |        |  
|Proceeds from notes payable                                                                           |  |      | 22,700  |   |      |   | 40,690  |      |  |   | 40,522  |  
|Principal payments on notes payable                                                                   |  |      | (26,580 | ) |      |   | (17,882 | )    |  |   | (35,095 | )
|Debt issuance costs incurred                                                                          |  |      | (276    | ) |      |   | (8      | )    |  |   | (38     | )
|Purchase of minority interests                                                                        |  |      |        |   |      |   | (3,017  | )    |  |   |        |  
|Proceeds from sale of minority interests                                                              |  |      |        |   |      |   | 1,166   |      |  |   |        |  
|Purchase of common stock for retirement                                                               |  |      | (1,182  | ) |      |   | (122    | )    |  |   | (79     | )
|Dividends paid, including $209, $184 and $245 paid to minority interests, respectively                |  |      | (1,704  | ) |      |   | (1,656  | )    |  |   | (1,896  | )
|Payment of other liabilities                                                                          |  |      | (9,634  | ) |      |   | (4,776  | )    |  |   | (9,740  | )
|                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by financing activities                                                             |  |      | 132,594 |   |      |   | 88,346  |      |  |   | 117,402 |  
|                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Increase (Decrease) in Cash and Cash Equivalents                                                      |  |      | (30,749 | ) |      |   | 37,881  |      |  |   | (37,158 | )
|Cash and Cash Equivalents, Beginning of Year                                                          |  |      | 107,159 |   |      |   | 69,278  |      |  |   | 106,436 |  
|                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and Cash Equivalents, End of Year                                                                |  | $    | 76,410  |   |      | $ | 107,159 |      |  | $ | 69,278  |  
|                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Supplemental Disclosures of Cash Flows Information                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Cash payments for interest                                                                            |  | $    | 42,621  |   |      | $ | 50,205  |      |  | $ | 63,996  |  
|Income taxes                                                                                          |  |      | 15,162  |   |      |   | 14,032  |      |  |   | 10,353  |  
|Supplemental Schedules of Noncash Investing and Financing Activities                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net change in unrealized gain/loss on securities available for sale, net of deferred income taxes     |  | $    | 9,907   |   |      | $ | 2,070   |      |  | $ | 1,750   |  
|Purchase of mortgage servicing rights for other liabilities                                           |  |      | 9,122   |   |      |   | 4,984   |      |  |   | 914     |  
|Loans transferred to other real estate owned and other assets                                         |  |      | 3,225   |   |      |   | 2,496   |      |  |   | 2,005   |  



See Notes to
Consolidated Financial Statements



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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 GWB Capital Trusts I, II and III no longer be consolidated.



Use of Estimates



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



Cash and Cash Equivalents



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



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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



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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 $12,340,000 and $27,401,000 as of June 30, 2004 and 2003, 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.



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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  50
|Furniture and equipment             |  | 5  15



Intangible
Assets



Intangible assets consist of goodwill, core
deposits, an unidentifiable intangible asset related to a branch acquisition, client listing and franchise. Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired in the purchase of subsidiaries. Core
deposits represents the identifiable intangible value assigned to core deposit bases arising from purchase acquisitions. The unidentifiable intangible asset represents the excess of fair value of liabilities assumed over the fair value of net assets
acquired in a purchase of a failed financial institution in accordance with FASB Statement 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.



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



Intangible Assets - Continued



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



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



On July 1, 2001, Great Western elected early adoption of FASB Statements No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets. FASB Statement No. 141 addresses financial accounting and reporting for business combinations and replaces APB Opinion No. 16, Business Combinations (APB 16). FASB Statement No. 141
no longer allows the pooling of interests method of accounting for acquisitions, provides new recognition criteria for intangible assets and carries forward without reconsideration the guidance in APB 16 related to the application of the purchase
method of accounting. FASB Statement No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets and replaces APB Opinion No. 17, Intangible Assets. FASB Statement No. 142 addresses how
intangible assets should be accounted for upon their acquisition and after they have been initially recognized in the financial statements. The new standards provide specific guidance on measuring goodwill for impairment annually using a two-step
process. The first step identifies potential impairment and the second step measures the amount of goodwill impairment loss to be recognized.



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



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



Intangible Assets - Continued



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



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



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



Mortgage
Servicing Rights



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



Income Taxes



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



Deferred 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.



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



Earnings Per Common Share



Earnings per common share have been computed on the basis of the weighted
average number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $676,000, $721,000 and $900,000 for the years ended June 30, 2004, 2003 and
2002, 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.



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



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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 - Continued



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

Company obligated mandatorily redeemable preferred securities



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 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 costs 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.



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



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.



As of February 28, 2002 Great Western Bank, Watertown (formerly F&M
Bank) acquired by merger First Western Bank, N.A., Atkinson, Nebraska (First Western) and Marquette Bank Nebraska, N.A., ONeill, Nebraska (Marquette) for $17,484,000. At February 28, 2002, First Western and Marquette
had assets of $110,429,000, deposits of $99,589,000, net loans of $62,981,000 and stockholders equity of $10,217,000. The acquisition has been accounted for as a purchase and results of operations of First Western and Marquette 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
|------- | -------------------------------------------------------------------



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 2004 Acquisition |          |   | Fiscal 2003 Acquisitions |   |         | Fiscal 2002 Acquisitions | 
|Assets acquired                        |  |                         |          |   |                          |   |         |                          |  |   |         |  
|Securities                             |  | $                       |         |   |                          | $ | 390     |                          |  | $ | 27,289  |  
|Loans receivable                       |  |                         | 31,972   |   |                          |   | 2,910   |                          |  |   | 62,981  |  
|Other assets                           |  |                         | 249      |   |                          |   | 22      |                          |  |   | 1,638   |  
|Premises and equipment                 |  |                         | 1,870    |   |                          |   | 65      |                          |  |   | 3,285   |  
|Core deposit and other intangibles     |  |                         | 1,184    |   |                          |   | 304     |                          |  |   | 754     |  
|Goodwill                               |  |                         | 5,917    |   |                          |   | 2,017   |                          |  |   | 4,182   |  
|Liabilities assumed                    |  |                         |          |   |                          |   |         |                          |  |   |         |  
|Deposits                               |  |                         | (123,133 | ) |                          |   | (24,739 | )                        |  |   | (99,589 | )
|Other liabilities                      |  |                         | (457     | ) |                          |   | (108    | )                        |  |   | (623    | )
|                                       |  |                         |          |   |                          |   |         |                          |  |   |         |  
|Net cash and cash equivalents received |  | $                       | (82,398  | ) |                          | $ | (19,139 | )                        |  | $ | (83     | )
|                                       |  |                         |          |   |                          |   |         |                          |  |   |         |  



|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 $1,640,000 and $1,335,000 at June 30, 2004, and 2003 respectively.



F-19



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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, 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
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|As of June 30, 2003:                                                            |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|U.S. Treasury securities                                                        |  | $             | 28,795  |                      | $ | 455                   |  | $ |           |   |  | $ | 29,250 
|U.S. Government agencies and corporations, including mortgage-backed securities |  |               | 192,638 |                      |   | 5,339                 |  |   | (22        | ) |  |   | 197,955
|States and political subdivision securities                                     |  |               | 44,067  |                      |   | 2,380                 |  |   | (5         | ) |  |   | 46,442 
|Corporate debt securities                                                       |  |               | 29,433  |                      |   | 1,457                 |  |   | (17        | ) |  |   | 30,873 
|Stock in Federal Home Loan Bank and other                                       |  |               | 8,505   |                      |   | 111                   |  |   |           |   |  |   | 8,616  
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        
|                                                                                |  | $             | 303,438 |                      | $ | 9,742                 |  | $ | (44        | ) |  | $ | 313,136
|                                                                                |  |               |         |                      |   |                       |  |   |            |   |  |   |        



The amortized cost
and fair value of debt securities available for sale (in thousands) as of June 30, 2004, 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                |  | $             | 18,771  |            | $ | 19,062 
|Due after one year through five years  |  |               | 243,931 |            |   | 239,370
|Due after five years through ten years |  |               | 57,867  |            |   | 56,807 
|Due after ten years                    |  |               | 8,536   |            |   | 8,206  
|Mortgage-backed securities             |  |               | 30,057  |            |   | 29,231 
|                                       |  |               |         |            |   |        
|                                       |  | $             | 359,162 |            | $ | 352,676
|                                       |  |               |         |            |   |        



F-20



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 4: | Securities Available for Sale - Continued
|------- | -----------------------------------------



Proceeds from sales of securities available for sale were $52,369,000, $63,116,000, and $9,760,000
for the years ended June 30, 2004, 2003, and 2002, respectively.Gross gains of $1,296,000, $1,862,000 and $217,000 and gross losses of $41,000, $0 and $2,000 were realized on those sales for the years ended June 30, 2004, 2003, and 2002,
respectively. Income taxes on net gains on sales of securities were $439,000, $652,000 and $75,000, in 2004, 2003 and 2002, respectively.



Securities with a carrying value of approximately $240,737,000 and $197,528,000 at June 30, 2004 and 2003, 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 is approximately 76% of Great Westerns investment portfolio, are
reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at June 30, 2004, was $278,210,000. 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.



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, 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 |                  |                   | (6,520 | )          |       |                  | 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 | )
|                                                                                |  |                     |         |                  |                   |        |            |       |                  |        |  |            |      |                  |  |   |         |  |   |        |  



F-21



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 4: | Securities Available for Sale - Continued
|------- | -----------------------------------------



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



|                                                                              |  |                      |         |   |      |   |        |      |  |   |       |  
|----------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                                                              |  | Years Ended June 30, |        
|                                                                              |  | 2004                 |         |   | 2003 |   |        | 2002 | 
|Unrealized holding gain (loss) arising during the period                      |  | $                    | (14,154 | ) |      | $ | 5,115  |      |  | $ | 3,010 |  
|Less reclassification adjustment for net gain realized in net income          |  |                      | (1,255  | ) |      |   | (1,862 | )    |  |   | (215  | )
|                                                                              |  |                      |         |   |      |   |        |      |  |   |       |  
|Net change in unrealized gain (loss) before income taxes                      |  |                      | (15,409 | ) |      |   | 3,253  |      |  |   | 2,795 |  
|Income taxes                                                                  |  |                      | 5,663   |   |      |   | (1,139 | )    |  |   | (978  | )
|Minority interest in unrealized gain                                          |  |                      | (161    | ) |      |   | (44    | )    |  |   | (67   | )
|                                                                              |  |                      |         |   |      |   |        |      |  |   |       |  
|Other comprehensive income-net change in unrealized gain (loss) on securities |  | $                    | (9,907  | ) |      | $ | 2,070  |      |  | $ | 1,750 |  
|                                                                              |  |                      |         |   |      |   |        |      |  |   |       |  



|Note 5: | Loans Receivable
|------- | ----------------



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



|                            |  |          |           |   |      |   |           |  
|--------------------------- |  | -------- | --------- | - | ---- | - | --------- | -
|                            |  | June 30, |          
|                            |  | 2004     |           |   | 2003 |  
|Commercial and agricultural |  | $        | 1,480,893 |   |      | $ | 1,235,406 |  
|Real estate loans           |  |          | 169,559   |   |      |   | 194,367   |  
|Loans to individuals        |  |          | 204,510   |   |      |   | 190,579   |  
|Other loans                 |  |          | 2,286     |   |      |   | 2,576     |  
|                            |  |          |           |   |      |   |           |  
|                            |  |          | 1,857,248 |   |      |   | 1,622,928 |  
|Deduct                      |  |          |           |   |      |   |           |  
|Allowance for loan losses   |  |          | (22,643   | ) |      |   | (21,251   | )
|Unearned net loan fees      |  |          | (2,390    | ) |      |   | (1,716    | )
|                            |  |          |           |   |      |   |           |  
|                            |  | $        | 1,832,215 |   |      | $ | 1,599,961 |  
|                            |  |          |           |   |      |   |           |  



F-22



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 5: | Loans Receivable - Continued
|------- | ----------------------------



Loans guaranteed by agencies of the U.S. government totaled $39,237,000 and $40,872,000 at June 30,
2004 and 2003, respectively.



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



|                                                                        |  |                                       |        |      |   |        |  |   |       
|----------------------------------------------------------------------- |  | ------------------------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                                        |  | As of and for the Year Ended June 30,
|                                                                        |  | 2004                                  |        | 2003 |   | 2002  
|Loans receivable for which there is a related allowance for loan losses |  | $                                     | 20,678 |      | $ | 11,819 |  | $ | 14,081
|Other impaired loans                                                    |  |                                       | 462    |      |   | 5,497  |  |   |      
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Total impaired loans                                                    |  | $                                     | 21,140 |      | $ | 17,316 |  | $ | 14,081
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Related allowance for loan losses                                       |  | $                                     | 2,729  |      | $ | 1,863  |  | $ | 3,952 
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Average monthly balance of impaired loans (based on month end balances) |  | $                                     | 18,615 |      | $ | 14,204 |  | $ | 14,411
|                                                                        |  |                                       |        |      |   |        |  |   |       
|Interest income recognized on impaired loans                            |  | $                                     | 712    |      | $ | 522    |  | $ | 970   
|                                                                        |  |                                       |        |      |   |        |  |   |       



At June 30, 2004 and
2003, accruing loans delinquent ninety days or more totaled $154,000 and $2,130,000, respectively. Nonaccruing loans totaled $13,241,000 at June 30, 2004 and $9,562,000 at June 30, 2003.



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



|                                       |  |                      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                       |  | Years Ended June 30, |       
|                                       |  | 2004                 |        |   | 2003 |   |        | 2002 | 
|Balance, beginning                     |  | $                    | 21,251 |   |      | $ | 20,344 |      |  | $ | 18,955 |  
|Provision charged to operating expense |  |                      | 4,324  |   |      |   | 4,371  |      |  |   | 6,067  |  
|Business acquisitions (Note 2)         |  |                      |       |   |      |   |       |      |  |   | 999    |  
|Recoveries of amounts charged off      |  |                      | 673    |   |      |   | 596    |      |  |   | 774    |  
|                                       |  |                      |        |   |      |   |        |      |  |   |        |  
|                                       |  |                      | 26,248 |   |      |   | 25,311 |      |  |   | 26,795 |  
|Amounts charged off                    |  |                      | (3,605 | ) |      |   | (4,060 | )    |  |   | (6,451 | )
|                                       |  |                      |        |   |      |   |        |      |  |   |        |  
|Balance, ending                        |  | $                    | 22,643 |   |      | $ | 21,251 |      |  | $ | 20,344 |  
|                                       |  |                      |        |   |      |   |        |      |  |   |        |  



F-23



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|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, |        
|                                    |  | 2004     |         |   | 2003 |  
|Land                                |  | $        | 7,476   |   |      | $ | 6,243   |  
|Buildings and building improvements |  |          | 38,277  |   |      |   | 35,078  |  
|Furniture and equipment             |  |          | 27,803  |   |      |   | 25,694  |  
|Construction in process             |  |          | 1,756   |   |      |   | 1,200   |  
|                                    |  |          |         |   |      |   |         |  
|                                    |  |          | 75,312  |   |      |   | 68,215  |  
|Less accumulated depreciation       |  |          | (27,422 | ) |      |   | (24,540 | )
|                                    |  |          |         |   |      |   |         |  
|                                    |  | $        | 47,890  |   |      | $ | 43,675  |  
|                                    |  |          |         |   |      |   |         |  



Depreciation expense
was $3,605,000, $3,320,000, and $2,961,000 for the years ended June 30, 2004, 2003 and 2002, respectively.



|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, 2004 and 2003. No
impairment has been recognized on goodwill.



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



|                                   |  |          |        |      |   |       
|---------------------------------- |  | -------- | ------ | ---- | - | ------
|                                   |  | June 30,
|                                   |  | 2004     |        | 2003
|Balance, beginning                 |  | $        | 45,930 |      | $ | 39,315
|Arising from business acquisitions |  |          | 5,917  |      |   | 2,017 
|Reclassification adjustment        |  |          |       |      |   | 4,598 
|                                   |  |          |        |      |   |       
|Balance, ending                    |  | $        | 51,847 |      | $ | 45,930
|                                   |  |          |        |      |   |       



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



|                         |  |                         |         |   |                       |   |        |       |  |   |       |   |  |   |         |  
|------------------------ |  | ----------------------- | ------- | - | --------------------- | - | ------ | ----- |  | - | ----- | - |  | - | ------- | -
|                         |  | MortgageServicingRights |         |   | CoreDepositIntangible |   |        | Other |  |   | Total |  
|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  |  
|                         |  |                         |         |   |                       |   |        |       |  |   |       |   |  |   |         |  
|As of June 30, 2003      |  |                         |         |   |                       |   |        |       |  |   |       |   |  |   |         |  
|Gross carrying amount    |  | $                       | 32,462  |   |                       | $ | 7,758  |       |  | $ | 309   |   |  | $ | 40,529  |  
|Accumulated amortization |  |                         | (17,709 | ) |                       |   | (4,615 | )     |  |   | (81   | ) |  |   | (22,405 | )
|Impairment               |  |                         | (9,479  | ) |                       |   |       |       |  |   |      |   |  |   | (9,479  | )
|                         |  |                         |         |   |                       |   |        |       |  |   |       |   |  |   |         |  
|                         |  | $                       | 5,274   |   |                       | $ | 3,143  |       |  | $ | 228   |   |  | $ | 8,645   |  
|                         |  |                         |         |   |                       |   |        |       |  |   |       |   |  |   |         |  



F-24



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 7: | Intangible Assets - Continued
|------- | -----------------------------



Amortization of intangible assets, including adjustments for impairments, for the fiscal years ended
June 30, 2004, 2003 and 2002 was $3,218,000, $17,259,000 and $11,678,000 respectively.



Estimated amortization of intangible assets for each of the next five fiscal years (assuming no activities, such as acquisitions, which would result in additional amortizable intangible assets and excluding the effect
of previous impairments) are as follows (in thousands):



|     |  |   |      
|---- |  | - | -----
|2005 |  | $ | 4,617
|2006 |  |   | 3,066
|2007 |  |   | 2,340
|2008 |  |   | 1,873
|2009 |  |   | 1,554



|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,
|                                      |  | 2004     |           | 2003
|Mortgage loan portfolios serviced for |  |          |           |      |   |        
|GNMA                                  |  | $        | 1,958     |      | $ | 2,668  
|FHLMC                                 |  |          | 108,871   |      |   | 108,591
|FNMA                                  |  |          | 998,863   |      |   | 693,243
|Other investors                       |  |          | 16,462    |      |   | 23,584 
|                                      |  |          |           |      |   |        
|                                      |  | $        | 1,126,154 |      | $ | 828,086
|                                      |  |          |           |      |   |        



Custodial escrow
balances maintained in connection with the foregoing loan servicing, which are held by Great Western, were approximately $8,513,000 and $6,982,000 at June 30, 2004 and 2003, respectively. At June 30, 2004 and 2003, 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, |       
|                                   |  | 2004                 |        |   | 2003 |   |         | 2002 | 
|Balance at the beginning of period |  | $                    | 5,274  |   |      | $ | 15,131  |      |  | $ | 18,366 |  
|Additions                          |  |                      | 10,909 |   |      |   | 5,501   |      |  |   | 5,852  |  
|Sales                              |  |                      | (3     | ) |      |   |        |      |  |   | (38    | )
|Amortization                       |  |                      | (6,441 | ) |      |   | (11,150 | )    |  |   | (3,816 | )
|Valuation adjustment               |  |                      | 4,818  |   |      |   | (4,208  | )    |  |   | (5,233 | )
|                                   |  |                      |        |   |      |   |         |      |  |   |        |  
|Balance at end of period           |  | $                    | 14,557 |   |      | $ | 5,274   |      |  | $ | 15,131 |  
|                                   |  |                      |        |   |      |   |         |      |  |   |        |  



F-25



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 8: | Mortgage Servicing Rights - Continued
|------- | -------------------------------------



Mortgage servicing rights had an estimated fair value of $14,557,000 and $5,274,000 at June 30, 2004
and 2003, respectively. A total valuation allowance of $4,661,000 and $9,479,000 was recorded as of June 30, 2004 and 2003, respectively.



|Note 9: | Deposits
|------- | --------



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



|                                       |  |          |           |      |   |          
|-------------------------------------- |  | -------- | --------- | ---- | - | ---------
|                                       |  | June 30,
|                                       |  | 2004     |           | 2003
|Noninterest bearing demand             |  | $        | 252,759   |      | $ | 262,161  
|NOW accounts, money market and savings |  |          | 727,387   |      |   | 613,367  
|Time certificates, $100,000 or more    |  |          | 287,501   |      |   | 265,310  
|Other time certificates                |  |          | 646,417   |      |   | 594,192  
|                                       |  |          |           |      |   |          
|                                       |  | $        | 1,914,064 |      | $ | 1,735,030
|                                       |  |          |           |      |   |          



At June 30, 2004, the
scheduled maturities of time certificates (in thousands) in subsequent fiscal years are as follows:



|                    |  |   |        
|------------------- |  | - | -------
|2005                |  | $ | 538,526
|2006                |  |   | 168,208
|2007                |  |   | 113,796
|2008                |  |   | 66,898 
|2009                |  |   | 45,303 
|2010 and thereafter |  |   | 1,187  
|                    |  |   |        
|                    |  | $ | 933,918
|                    |  |   |        



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



Federal funds purchased totaled $8,630,000 at June 30, 2004. There were no federal funds purchased at June 30, 2003.



Securities sold under agreements to repurchase, which
generally mature within one to four days from the transaction date totaled $87,180,000 and $60,163,000 at June 30, 2004 and 2003, respectively. Securities underlying the agreements had an amortized cost of approximately $94,926,000 and $67,621,000
and fair value of approximately $91,857,000 and $70,037,000 at June 30, 2004 and 2003, respectively. Great Western holds the securities under third-party safekeeping agreements. For the years ended June 30, 2004, 2003 and 2002, respectively, the
maximum month-end balance of the agreements was $87,180,000, $69,144,000 and $74,471,000, and they had average balances of $74,756,000, $59,499,000 and $64,943,000 and average interest rates of 2.5%, 4.5% and 4.4%.



F-26



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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,
|                                                                                                                                                                                                                                                       |  | 2004     |         | 2003
|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    
|Note payable to bank, due March 2006, interest paid quarterly at LIBOR plus 150 basis points, secured by stock in subsidiary banks. Payments
have been made in advance on the note.                                                                    |  |          |        |      |   | 7,000  
|Notes payable to Federal Home Loan Bank (FHLB), interest rates from 2.02%-6.37% and maturity dates from July 2004 to October 2012, secured by
real estate loans and FHLB stock, with various call dates at the option of the FHLB.                     |  |          | 114,802 |      |   | 102,162
|Notes payable to Federal Reserve Bank, consisting of treasury, tax and loan deposits, due on demand.                                                                                                                                                   |  |          | 496     |      |   | 1,115  
|Other                                                                                                                                                                                                                                                  |  |          | 57      |      |   | 103    
|                                                                                                                                                                                                                                                       |  |          |         |      |   |        
|                                                                                                                                                                                                                                                       |  | $        | 152,055 |      | $ | 147,080
|                                                                                                                                                                                                                                                       |  |          |         |      |   |        

|(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, 2005. There were no advances on this line of credit as of June 30, 2004 or 2003. As of June 30, 2004, based on its Federal Home Loan Bank stockholdings, the combined aggregate borrowing capacity of Great Western is
$136,527,000.



As of June 30, 2004, notes payable are due or
callable (whichever is earlier) as follows (in thousands):



|           |  |   |        
|---------- |  | - | -------
|2005       |  | $ | 30,097 
|2006       |  |   | 17,500 
|2007       |  |   | 25,500 
|2008       |  |   | 18,058 
|2009       |  |   | 5,000  
|Thereafter |  |   | 55,900 
|           |  |   |        
|           |  | $ | 152,055
|           |  |   |        



F-27



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 12: | Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts Holding Solely Junior 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 of GWB Capital Trust I, II and III.
The primary impact of this change was to report Great Westerns subordinated debt to the trusts on the face of the accompanying balance sheet 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, 2004, $48,707,000 of Preferred Securities were eligible
for treatment as Tier 1 capital and $56,693,000 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 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 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.



F-28



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 12: | Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts Holding Solely Junior Subordinated Debentures - Continued
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------



Great Western Bancorporation, Inc. has notified the debenture trustee it intends to initiate an early
redemption of all of its Debentures under the Subordinated Indenture dated August 18, 1999. Great Western received approval from the Federal Reserve on May 19, 2004 to initiate the early redemption. Holders of Preferred Securities issued by GWB
Capital Trust I were notified of the redemption June 24, 2004. On each Debenture Redemption Date of the Debentures, GWB Capital Trust I is required to redeem a Like amount of Preferred Securities at the Redemption Price (which is the stated amount
of $10 per Preferred Security, plus accumulated and unpaid Distributions to the Redemption Date). 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



F-29



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 12: | Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts Holding Solely Junior Subordinated Debentures - Continued
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------



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.



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.



F-30



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 12: | Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts Holding Solely Junior 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, |       
|                           |  | 2004                 |        | 2003 |   |        | 2002 | 
|Currently paid or payable  |  |                      |        |      |   |        |      |  |   |        |  
|Federal                    |  | $                    | 12,142 |      | $ | 13,589 |      |  | $ | 9,883  |  
|State                      |  |                      | 1,847  |      |   | 1,585  |      |  |   | 1,252  |  
|Deferred expense (benefit) |  |                      | 96     |      |   | (5,335 | )    |  |   | (3,742 | )
|                           |  |                      |        |      |   |        |      |  |   |        |  
|                           |  | $                    | 14,085 |      | $ | 9,839  |      |  | $ | 7,393  |  
|                           |  |                      |        |      |   |        |      |  |   |        |  



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, |       
|                                                    |  | 2004                 |        |   | 2003 |   |        | 2002 | 
|Computed expected tax expense                     |  | $                    | 13,999 |   |      | $ | 9,236  |      |  | $ | 7,436 |  
|Increase (decrease) in incomes taxes resulting from |  |                      |        |   |      |   |        |      |  |   |       |  
|Tax exempt interest income, net                     |  |                      | (972   | ) |      |   | (1,084 | )    |  |   | (832  | )
|State income taxes, net of federal benefit          |  |                      | 1,201  |   |      |   | 1,011  |      |  |   | 819   |  
|Other                                               |  |                      | (143   | ) |      |   | 676    |      |  |   | (30   | )
|                                                    |  |                      |        |   |      |   |        |      |  |   |       |  
|                                                    |  | $                    | 14,085 |   |      | $ | 9,839  |      |  | $ | 7,393 |  
|                                                    |  |                      |        |   |      |   |        |      |  |   |       |  



F-31



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##### Table of Contents

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, |       
|                                |  | 2004     |        |   | 2003 |  
|Deferred tax assets             |  |          |        |   |      |   |        |  
|Allowance for loan losses       |  | $        | 7,682  |   |      | $ | 7,137  |  
|Compensation                    |  |          | 382    |   |      |   | 775    |  
|Net operating loss carryforward |  |          | 627    |   |      |   | 677    |  
|Deposits                        |  |          | 174    |   |      |   | 129    |  
|Mortgage servicing rights       |  |          | 5,800  |   |      |   | 6,675  |  
|Securities available for sale   |  |          | 2,338  |   |      |   |       |  
|Other                           |  |          | 917    |   |      |   | 115    |  
|                                |  |          |        |   |      |   |        |  
|                                |  |          | 17,920 |   |      |   | 15,508 |  
|                                |  |          |        |   |      |   |        |  
|Deferred tax liabilities        |  |          |        |   |      |   |        |  
|Premises and equipment          |  |          | (3,244 | ) |      |   | (3,004 | )
|Securities available for sale   |  |          |       |   |      |   | (3,325 | )
|Core deposit intangible         |  |          | (257   | ) |      |   | (778   | )
|Other                           |  |          | (1,218 | ) |      |   | (767   | )
|                                |  |          |        |   |      |   |        |  
|                                |  |          | (4,719 | ) |      |   | (7,874 | )
|                                |  |          |        |   |      |   |        |  
|Net deferred tax asset          |  | $        | 13,201 |   |      | $ | 7,634  |  
|                                |  |          |        |   |      |   |        |  



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, 2004 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, 2004.



|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, 2004, 2003, and 2002 was $229,000, $167,000 and $163,000, respectively, with a total amount
accrued as of June 30, 2004 and 2003 of $1,055,000 and $869,000, 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 $852,000, $1,240,000 and $776,000 to the Plan for the years ended June 30, 2004, 2003 and 2002, 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,
2004 and 2003.



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 category.



F-33



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##### Table of Contents

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 AdequacyPurposes |   |        | To Be WellCapitalized UnderPrompt CorrectiveAction Provisions |        
|                                          |  | Amount |         | Ratio |                              |   | Amount |                                                               | Ratio   |  |      | Amount |  | Ratio |       
|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  |  
|As of June 30, 2003                       |  |        |         |       |                              |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Total capital (to risk-weighted assets):  |  |        |         |       |                              |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  | $      | 190,323 |       | 11.19                        | % |        | $                                                             | 136,074 |  | 8.00 | %      |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 79,546  |       | 11.62                        |   |        |                                                               | 54,783  |  | 8.00 |        |  | $     | 68,479 |  | 10.00 | %
|Great Western Bank, Omaha                 |  |        | 70,872  |       | 10.30                        |   |        |                                                               | 55,045  |  | 8.00 |        |  |       | 68,806 |  | 10.00 |  
|Great Western Bank, Clive                 |  |        | 37,584  |       | 11.61                        |   |        |                                                               | 25,898  |  | 8.00 |        |  |       | 32,372 |  | 10.00 |  
|Tier 1 capital (to risk-weighted assets): |  |        |         |       |                              |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  |        | 115,058 |       | 6.76                         |   |        |                                                               | 68,037  |  | 4.00 |        |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 71,462  |       | 10.44                        |   |        |                                                               | 27,392  |  | 4.00 |        |  |       | 41,087 |  | 6.00  |  
|Great Western Bank, Omaha                 |  |        | 62,593  |       | 9.10                         |   |        |                                                               | 27,522  |  | 4.00 |        |  |       | 41,284 |  | 6.00  |  
|Great Western Bank, Clive                 |  |        | 33,527  |       | 10.36                        |   |        |                                                               | 12,949  |  | 4.00 |        |  |       | 19,423 |  | 6.00  |  
|Tier 1 capital (to average assets):       |  |        |         |       |                              |   |        |                                                               |         |  |      |        |  |       |        |  |       |  
|Consolidated                              |  |        | 115,058 |       | 5.55                         |   |        |                                                               | 82,905  |  | 4.00 |        |  |       | N/A    |  | N/A   |  
|Great Western Bank, Watertown             |  |        | 71,462  |       | 8.33                         |   |        |                                                               | 34,308  |  | 4.00 |        |  |       | 42,885 |  | 5.00  |  
|Great Western Bank, Omaha                 |  |        | 62,593  |       | 7.70                         |   |        |                                                               | 32,504  |  | 4.00 |        |  |       | 40,630 |  | 5.00  |  
|Great Western Bank, Clive                 |  |        | 33,527  |       | 8.55                         |   |        |                                                               | 15,687  |  | 4.00 |        |  |       | 19,609 |  | 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, 2004, approximately $54,779,000 of the banks retained earnings were available
for dividend declaration without prior regulatory approval.



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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, 2004, the total purchase price, based on a formula price related to book value, would be approximately $4,162,000, 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,
|                             |  | 2004     |         | 2003
|Commitments to extend credit |  | $        | 381,151 |      | $ | 394,032
|Letters of credit            |  |          | 14,464  |      |   | 10,879 



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 $7,933,000 at June 30, 2004.



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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 $22,543,000
and $22,725,000 at June 30, 2004 and 2003, respectively. Loan transactions during the years ended June 30, 2004 and 2003 consisted of new loans of $10,349,000 and $3,789,000, respectively, repayments of $8,804,000 and $3,076,000, respectively, and
other reductions of $1,728,000 and $2,758,000, respectively. In addition, interest expense to related parties for notes payable as discussed in Note 11 was $1,765,000, $1,954,000, and $2,486,000 for the years ended June 30, 2004, 2003 and 2002,
respectively. 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 $1,057,000 during Great Westerns fiscal year ended June 30, 2004, $1,074,000 for the year ended June 30, 2003, and $946,000 for the year ended
June 30, 2002, 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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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 $27,000 during the fiscal year ended June 30, 2004, $54,000
during the fiscal year ended June 30, 2003 and $17,000 during the fiscal year ended June 30, 2002.



Spectrum Financial Services, Inc., until the sale of its subsidiary broker-dealer, Spectrum Capital Inc., on July 15, 2003, placed investment centers in
banks, including Great Westerns subsidiary banks and unaffiliated banks. The investment centers engaged in the sale of life insurance, annuities, mutual funds and certain other securities on the premises of the banks under lease arrangements
and with joint or common employees. Spectrum Financial Services, Inc. paid Great Westerns subsidiary banks lease rentals based on commissions generated. Gross commissions originated from Great Westerns banks were $762,000 during the
fiscal year ended June 30, 2003 and $764,000 during the fiscal year ended June 30, 2002. Gross commissions originated after June 30, 2003 and prior to the sale of Spectrum Capital, Inc. on July 15, 2003 were immaterial. Each of Great Westerns
subsidiary banks received approximately 75% of the amount of gross commissions generated from its leased space as rental.



On August 7, 2000, Great Western became the surviving corporation in a merger with the affiliated Citizens Corporation, which owned Citizens Bank,
Chariton, Iowa. The Hamann family or their interests owned beneficially all of the stock to all parties to the merger. In the merger, the Hamann family or their interests received a total of 7,584 shares of common stock of Great Western. Shortly
prior to the merger the Hamann family or their interests received 10% subordinated capital notes of Citizens Corporation, having a face amount of $1,200,000 due December 31, 2010, as a distribution of income received while Citizens Corporation was
an S corporation. Great Western assumed the liability on the capital notes in the merger.



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 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s obligations under its preferred securities guarantee and the junior subordinated debentures are unsecured and rank junior to Great Western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.



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Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 19: | Transactions with Related Parties - Continued
|-------- | ---------------------------------------------



Capital Investors collateralized its borrowing by pledging the subordinated capital notes to the
unaffiliated bank. In addition, the stockholders of Great Western pledged their common stock as additional collateral for Capital Investors loan.



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



Deryl F. Hamann is
Senior Counsel to the law firm of Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP, Omaha, Nebraska. 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.



|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,        |           
|                                                                           |  | 2004            |            |   | 2003       |  
|                                                                           |  | Carrying Amount |            |   | Fair Value |   |            | Carrying Amount |  |   | Fair Value |  
|Financial Assets                                                           |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |            |  
|Cash and due from banks                                                    |  | $               | 49,768     |   |            | $ | 49,768     |                 |  | $ | 64,637     |   |  | $ | 64,637     |  
|Federal funds sold and FHLB overnight deposits                             |  |                 | 26,642     |   |            |   | 26,642     |                 |  |   | 42,522     |   |  |   | 42,522     |  
|Certificates of deposit                                                    |  |                 | 99         |   |            |   | 99         |                 |  |   | 99         |   |  |   | 99         |  
|Securities                                                                 |  |                 | 364,847    |   |            |   | 364,847    |                 |  |   | 313,136    |   |  |   | 313,136    |  
|Loans receivable                                                           |  |                 | 1,832,215  |   |            |   | 1,835,711  |                 |  |   | 1,599,961  |   |  |   | 1,607,029  |  
|Mortgage servicing rights                                                  |  |                 | 14,557     |   |            |   | 14,557     |                 |  |   | 5,274      |   |  |   | 5,274      |  
|Accrued interest receivable                                                |  |                 | 14,309     |   |            |   | 14,309     |                 |  |   | 13,679     |   |  |   | 13,679     |  
|Financial Liabilities                                                      |  |                 |            |   |            |   |            |                 |  |   |            |   |  |   |            |  
|Deposits                                                                   |  |                 | (1,914,064 | ) |            |   | (1,920,246 | )               |  |   | (1,735,030 | ) |  |   | (1,743,125 | )
|Federal funds purchased and securities sold under agreements to repurchase |  |                 | (95,810    | ) |            |   | (95,810    | )               |  |   | (60,163    | ) |  |   | (60,163    | )
|Notes payable                                                              |  |                 | (152,055   | ) |            |   | (152,568   | )               |  |   | (147,080   | ) |  |   | (149,420   | )
|Company obligated mandatorily redeemable preferred securities              |  |                 |           |   |            |   |           |                 |  |   | (58,000    | ) |  |   | (60,785    | )
|Subordinated debentures                                                    |  |                 | (108,662   | ) |            |   | (108,947   | )               |  |   |           |   |  |   |           |  
|Accrued interest payable                                                   |  |                 | (9,146     | ) |            |   | (9,146     | )               |  |   | (9,706     | ) |  |   | (9,706     | )



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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 - Continued
|-------- | ----------------------------------------------------------------------



The estimated fair value of commitments to extend credit and letters of credit at June 30, 2004 and
2003 is immaterial. Loan commitments on which the committed interest rate is less than the current market rate are also immaterial at June 30, 2004 and 2003.



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.



|Note 21: | Subsequent Events
|-------- | -----------------



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



On August 18, 2004, Great Western redeemed $21,031,000 of Debentures from GWB Capital Trust I and GWB Capital Trust I
redeemed all outstanding Preferred Securities (2,040,000 shares) at the $10 par value plus accumulated and unpaid Distributions. The total redemption amount was $20,587,000 and was made from cash on hand. The redemption will slightly reduce
liquidity, and total capital for regulatory capital ratios in the future.



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



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



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



|                                                   |  |                                   |         |   |      |   |        
|-------------------------------------------------- |  | --------------------------------- | ------- | - | ---- | - | -------
|                                                   |  | Condensed Balance Sheets June 30,
|                                                   |  | 2004                              |         |   | 2003
|                                                   |  | (In thousands)                   
|Assets                                             |  |                                   |         |   |      |   |        
|Cash                                               |  | $                                 | 37,350  |   |      | $ | 5,694  
|Investment in subsidiaries                         |  |                                   | 246,233 |   |      |   | 223,383
|Other assets                                       |  |                                   | 4,022   |   |      |   | 5,366  
|                                                   |  |                                   |         |   |      |   |        
|Total assets                                       |  | $                                 | 287,605 |   |      | $ | 234,443
|                                                   |  |                                   |         |   |      |   |        
|Liabilities                                        |  |                                   |         |   |      |   |        
|Notes payable                                      |  | $                                 | 145,362 |   |      | $ | 103,495
|Accounts payable and accrued liabilities           |  |                                   | 3,123   |   |      |   | 4,574  
|                                                   |  |                                   |         |   |      |   |        
|Total liabilities                                  |  |                                   | 148,485 |   |      |   | 108,069
|                                                   |  |                                   |         |   |      |   |        
|Stockholders equity                               |  |                                   |         |   |      |   |        
|Preferred stock                                    |  |                                   | 11,700  |   |      |   | 11,700 
|Common stock                                       |  |                                   | 124     |   |      |   | 125    
|Additional paid-in capital                         |  |                                   | 2,032   |   |      |   | 2,051  
|Retained earnings                                  |  |                                   | 129,106 |   |      |   | 106,433
|Accumulated other comprehensive income (loss), net |  |                                   | (3,842  | ) |      |   | 6,065  
|                                                   |  |                                   |         |   |      |   |        
|Total stockholders equity                         |  |                                   | 139,120 |   |      |   | 126,374
|                                                   |  |                                   |         |   |      |   |        
|Total liabilities and stockholders equity         |  | $                                 | 287,605 |   |      | $ | 234,443
|                                                   |  |                                   |         |   |      |   |        



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



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



|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|---------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | ------ | - | ---- | - | ------ |  | - | ------
|                                                                                                     |  | Condensed Statements of Income Years Ended June 30,
|                                                                                                     |  | 2004                                                |        |   | 2003 |   | 2002  
|                                                                                                     |  | (In thousands)                                     
|Income                                                                                               |  |                                                     |        |   |      |   |        |  |   |       
|Dividends received from subsidiaries                                                                 |  | $                                                   | 9,257  |   |      | $ | 12,454 |  | $ | 9,617 
|Real estate brokerage commissions                                                                    |  |                                                     | 8      |   |      |   | 14     |  |   | 84    
|Interest                                                                                             |  |                                                     | 170    |   |      |   | 45     |  |   | 85    
|Other                                                                                                |  |                                                     | 18     |   |      |   | 12     |  |   | 18    
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|Total income                                                                                         |  |                                                     | 9,453  |   |      |   | 12,525 |  |   | 9,804 
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|Expense                                                                                              |  |                                                     |        |   |      |   |        |  |   |       
|Salaries and employee benefits                                                                       |  |                                                     | 914    |   |      |   | 808    |  |   | 548   
|Interest                                                                                             |  |                                                     | 8,081  |   |      |   | 7,622  |  |   | 7,846 
|Other                                                                                                |  |                                                     | 1,801  |   |      |   | 552    |  |   | 559   
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|Total expenses                                                                                       |  |                                                     | 10,796 |   |      |   | 8,982  |  |   | 8,953 
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|Income (loss) before income tax (benefit) expense and equity in undistributed income of subsidiaries |  |                                                     | (1,343 | ) |      |   | 3,543  |  |   | 851   
|Income tax benefit                                                                                   |  |                                                     | 4,256  |   |      |   | 3,143  |  |   | 3,790 
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|Income before equity in undistributed income of subsidiaries                                         |  |                                                     | 2,913  |   |      |   | 6,686  |  |   | 4,641 
|Equity in undistributed income of subsidiaries                                                       |  |                                                     | 22,418 |   |      |   | 9,245  |  |   | 8,576 
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       
|Net income                                                                                           |  | $                                                   | 25,331 |   |      | $ | 15,931 |  | $ | 13,217
|                                                                                                     |  |                                                     |        |   |      |   |        |  |   |       



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



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



|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                  |  | Condensed Statements of Cash Flows Years ended June 30, |        
|                                                                                  |  | 2004                                                    |         |   | 2003 |   |         | 2002 | 
|                                                                                  |  | (In thousands)                                          |        
|Cash flows from operating activities                                              |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Net income                                                                        |  | $                                                       | 25,331  |   |      | $ | 15,931  |      |  | $ | 13,217  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Depreciation and other                                                            |  |                                                         | 858     |   |      |   | 37      |      |  |   | 5       |  
|Equity in undistributed income of subsidiaries                                    |  |                                                         | (22,418 | ) |      |   | (9,245  | )    |  |   | (8,576  | )
|Changes in deferrals and accruals                                                 |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Other assets                                                                      |  |                                                         | 845     |   |      |   | (613    | )    |  |   | 1,081   |  
|Accounts payable and accrued liabilities                                          |  |                                                         | (1,452  | ) |      |   | (580    | )    |  |   | (629    | )
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                         |  |                                                         | 3,164   |   |      |   | 5,530   |      |  |   | 5,098   |  
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities                                              |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Investment in subsidiaries                                                        |  |                                                         | (9,000  | ) |      |   | (605    | )    |  |   | (11,502 | )
|Purchase of trust common securities                                               |  |                                                         | (1,467  | ) |      |   |        |      |  |   |        |  
|Purchase of securities available for sale                                         |  |                                                         | (101    | ) |      |   | (120    | )    |  |   | (83     | )
|Other                                                                             |  |                                                         | 147     |   |      |   |        |      |  |   | (43     | )
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                             |  |                                                         | (10,421 | ) |      |   | (725    | )    |  |   | (11,628 | )
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities                                              |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Proceeds from notes payable                                                       |  |                                                         |        |   |      |   | 10,310  |      |  |   | 10,000  |  
|Proceeds from issuance of subordinated debentures                                 |  |                                                         | 48,867  |   |      |   |        |      |  |   |        |  
|Payments on notes payable                                                         |  |                                                         | (7,000  | ) |      |   | (10,000 | )    |  |   | (2,250  | )
|Purchase of minority interest in subsidiary                                       |  |                                                         |        |   |      |   | (764    | )    |  |   |        |  
|Debt issuance costs incurred                                                      |  |                                                         | (276    | ) |      |   |        |      |  |   | (38     | )
|Deemed dividend to affiliate                                                      |  |                                                         |        |   |      |   | 196     |      |  |   |        |  
|Dividends paid                                                                    |  |                                                         | (1,496  | ) |      |   | (1,471  | )    |  |   | (1,651  | )
|Stock purchased for retirement                                                    |  |                                                         | (1,182  | ) |      |   | (122    | )    |  |   | (79     | )
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) financing activities                               |  |                                                         | 38,913  |   |      |   | (1,851  | )    |  |   | 5,982   |  
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Net increase (decrease) in cash                                                   |  |                                                         | 31,656  |   |      |   | 2,954   |      |  |   | (548    | )
|Cash at beginning of year                                                         |  |                                                         | 5,694   |   |      |   | 2,740   |      |  |   | 3,288   |  
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  
|Cash at end of year                                                               |  | $                                                       | 37,350  |   |      | $ | 5,694   |      |  | $ | 2,740   |  
|                                                                                  |  |                                                         |         |   |      |   |         |      |  |   |         |  



Long-Term Obligation



As of June 30, 2004, a $500,000 note payable is due in
2006 and the remaining capital notes of $36,200,000 and subordinated debentures of $88,262,000 are due in years after 2009. Approximately $21,031,000 of subordinated debentures were called in August 2004, as discussed in Note 21.



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##### Table of Contents

Great Western Bancorporation, Inc.

Notes to Consolidated Financial Statements



|Note 23: | Quarterly Financial Information (Unaudited)
|-------- | -------------------------------------------



(Dollars in thousands except earnings per share data)



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



|                                |  |                          |        |        |   |        |  |        |        |  |   |       
|------------------------------- |  | ------------------------ | ------ | ------ | - | ------ |  | ------ | ------ |  | - | ------
|                                |  | Year Ended June 30, 2003
|                                |  | First                    |        | Second |   | Third  |  | Fourth
|Total interest income           |  | $                        | 32,559 |        | $ | 31,691 |  | $      | 30,198 |  | $ | 30,622
|Net interest income             |  |                          | 19,263 |        |   | 19,246 |  |        | 18,877 |  |   | 19,479
|Provision for loan losses       |  |                          | 1,241  |        |   | 1,288  |  |        | 857    |  |   | 985   
|Net income                      |  |                          | 3,318  |        |   | 4,345  |  |        | 5,042  |  |   | 3,226 
|Basic earnings per common share |  |                          | 23.93  |        |   | 34.42  |  |        | 37.74  |  |   | 25.51 



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