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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

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



For the quarterly period ended December 31, 2005



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



For the transition period from  to



Commission File Number: 001-15215



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GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Iowa                                                           |  | 42-0867112                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



9290 West Dodge
Road, Suite 203, Omaha, NE 68114

(Address of principal executive office) (Zip code)



(402) 333-8330

(Registrants telephone number, including area code)



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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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for past 90 days.    Yes  x    No ̈



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



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



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



|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at January 31, 2006
|Common Stock, $1.00 par value |  | 123,517 shares                 



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##### Table of Contents

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED DECEMBER 31, 2005



|                              |  |                                                                                               |  |                                                                                                                        |  |  
|----------------------------- |  | --------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | -
|                              |  | PAGE                                                                                         
|FORWARD-LOOKING STATEMENTS    |  | 3                                                                                            
|                              | 
|CIRCULAR 230 DISCLOSURE       |  | 3                                                                                            
|                              | 
|PART I:
FINANCIAL INFORMATION |  |                                                                                              
|                              |  |                                                                                              
|                              |  | ITEM 1:
FINANCIAL STATEMENTS                                                                  |  |                                                                                                                       
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Balance Sheets at December 31, 2005 (unaudited) and June 30, 2005                               |  | 4
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statements of Income - Three months ended December 31, 2005 and December 31, 2004 (unaudited)   |  | 5
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statements of Income - Six months ended December 31, 2005 and December 31, 2004 (unaudited)     |  | 6
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statements of Cash Flows - Six months ended December 31, 2005 and December 31, 2004 (unaudited) |  | 7
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Notes to Condensed Consolidated Financial Statements                                                                   |  | 8
|                              |  |                                                                                              
|                              |  | ITEM 2:
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 9                                                                                                                     
|                              |  |                                                                                              
|                              |  | ITEM 3:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 17                                                                                                                    
|                              |  |                                                                                              
|                              |  | ITEM 4:
CONTROLS AND PROCEDURES                                                               |  | 17                                                                                                                    
|                              | 
|PART II:
OTHER INFORMATION    |  |                                                                                              
|                              |  |                                                                                              
|                              |  | ITEM 1:
LEGAL PROCEEDINGS                                                                     |  | 18                                                                                                                    
|                              |  |                                                                                              
|                              |  | ITEM 2:
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |  | 18                                                                                                                    
|                              |  |                                                                                              
|                              |  | ITEM 3:
DEFAULTS UPON SENIOR SECURITIES                                                       |  | 18                                                                                                                    
|                              |  |                                                                                              
|                              |  | ITEM 4:
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 18                                                                                                                    
|                              |  |                                                                                              
|                              |  | ITEM 5:
OTHER INFORMATION                                                                     |  | 18                                                                                                                    
|                              |  |                                                                                              
|                              |  | ITEM 6:
EXHIBITS                                                                              |  | 18                                                                                                                    
|                              |  |                                                                                              
|                              |  | SIGNATURES                                                                                    |  | 19                                                                                                                    



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##### Table of Contents

FORWARD-LOOKING STATEMENTS



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



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



CIRCULAR 230 DISCLOSURE



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



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##### Table of Contents

PART I

FINANCIAL INFORMATION



ITEM 1: FINANCIAL STATEMENTS



GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)



|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | - | ------------- | - | --------- | -
|                                                                                                                                                                           |  | December 31,2005 |           |   | June 30, 2005 |  
|                                                                                                                                                                           |  | (unaudited)      |           |   |               |  
|Assets                                                                                                                                                                     |  |                  |           |   |               |   |           |  
|Cash and due from banks                                                                                                                                                    |  | $                | 72,669    |   |               | $ | 71,178    |  
|Federal funds sold and FHLB overnight deposits                                                                                                                             |  |                  | 24,730    |   |               |   | 15,608    |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Cash and cash equivalents                                                                                                                                                  |  |                  | 97,399    |   |               |   | 86,786    |  
|                                                                                                                                                                           |  |                 
|Securities available for sale                                                                                                                                              |  |                  | 447,005   |   |               |   | 384,065   |  
|Investment in affiliates                                                                                                                                                   |  |                  | 2,631     |   |               |   | 2,631     |  
|Loans, net of allowance for loan losses of $26,054 and $25,701                                                                                                             |  |                  | 2,104,313 |   |               |   | 2,103,406 |  
|Premises and equipment, net                                                                                                                                                |  |                  | 54,379    |   |               |   | 54,017    |  
|Accrued interest receivable                                                                                                                                                |  |                  | 18,564    |   |               |   | 16,264    |  
|Core deposit intangible and other, net                                                                                                                                     |  |                  | 2,354     |   |               |   | 2,935     |  
|Goodwill, net                                                                                                                                                              |  |                  | 53,706    |   |               |   | 53,594    |  
|Mortgage servicing rights, net                                                                                                                                             |  |                  | 739       |   |               |   | 15,164    |  
|Other assets                                                                                                                                                               |  |                  | 16,676    |   |               |   | 20,747    |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Total assets                                                                                                                                                               |  | $                | 2,797,766 |   |               | $ | 2,739,609 |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Liabilities and Stockholders Equity                                                                                                                                       |  |                  |           |   |               |   |           |  
|Liabilities                                                                                                                                                                |  |                  |           |   |               |   |           |  
|Deposits                                                                                                                                                                   |  |                  |           |   |               |   |           |  
|Noninterest bearing                                                                                                                                                        |  | $                | 286,047   |   |               | $ | 289,090   |  
|Interest bearing                                                                                                                                                           |  |                  | 1,920,719 |   |               |   | 1,855,740 |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Total deposits                                                                                                                                                             |  |                  | 2,206,766 |   |               |   | 2,144,830 |  
|Federal funds purchased and securities sold under agreements to repurchase                                                                                                 |  |                  | 115,812   |   |               |   | 97,964    |  
|FHLB advances and other borrowings                                                                                                                                         |  |                  | 141,532   |   |               |   | 182,127   |  
|Notes payable                                                                                                                                                              |  |                  | 46,580    |   |               |   | 46,700    |  
|Subordinated debentures                                                                                                                                                    |  |                  | 87,631    |   |               |   | 87,631    |  
|Accrued interest and other liabilities                                                                                                                                     |  |                  | 25,540    |   |               |   | 16,674    |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Total liabilities                                                                                                                                                          |  |                  | 2,623,861 |   |               |   | 2,575,926 |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Minority interests                                                                                                                                                         |  |                  | 4,695     |   |               |   | 4,505     |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|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 |  |                  | 1,700     |   |               |   | 1,700     |  
|Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,650 shares                                                                          |  |                  | 124       |   |               |   | 124       |  
|Additional paid-in capital                                                                                                                                                 |  |                  | 2,029     |   |               |   | 2,029     |  
|Retained earnings                                                                                                                                                          |  |                  | 172,015   |   |               |   | 157,330   |  
|Accumulated other comprehensive loss                                                                                                                                       |  |                  | (6,658    | ) |               |   | (2,005    | )
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Total stockholders equity                                                                                                                                                 |  |                  | 169,210   |   |               |   | 159,178   |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  
|Total liabilities and stockholders equity                                                                                                                                 |  | $                | 2,797,766 |   |               | $ | 2,739,609 |  
|                                                                                                                                                                           |  |                  |           |   |               |   |           |  



See Notes to Condensed
Consolidated Financial Statements.



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GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In
thousands, except share and per share data)

(unaudited)



|                                                                           |  |                  |         |                   |   |         |  
|-------------------------------------------------------------------------- |  | ---------------- | ------- | ----------------- | - | ------- | -
|                                                                           |  | December 31,2005 |         | December 31, 2004 |  
|Interest and Dividend Income                                               |  |                  |         |                   |   |         |  
|Loans                                                                      |  | $                | 37,915  |                   | $ | 31,926  |  
|Taxable securities                                                         |  |                  | 3,805   |                   |   | 3,274   |  
|Nontaxable securities                                                      |  |                  | 390     |                   |   | 383     |  
|Dividends on securities                                                    |  |                  | 112     |                   |   | 94      |  
|Federal funds sold and other                                               |  |                  | 359     |                   |   | 95      |  
|Trust common securities                                                    |  |                  | 52      |                   |   | 43      |  
|                                                                           |  |                  |         |                   |   |         |  
|Total interest and dividend income                                         |  |                  | 42,633  |                   |   | 35,815  |  
|                                                                           |  |                  |         |                   |   |         |  
|Interest Expense                                                           |  |                  |         |                   |   |         |  
|Deposits                                                                   |  |                  | 12,825  |                   |   | 8,430   |  
|Federal funds purchased and securities sold under agreements to repurchase |  |                  | 794     |                   |   | 335     |  
|FHLB advances and other borrowings                                         |  |                  | 1,283   |                   |   | 1,165   |  
|Notes payable                                                              |  |                  | 906     |                   |   | 541     |  
|Subordinated debentures                                                    |  |                  | 1,735   |                   |   | 1,431   |  
|                                                                           |  |                  |         |                   |   |         |  
|Total interest expense                                                     |  |                  | 17,543  |                   |   | 11,902  |  
|                                                                           |  |                  |         |                   |   |         |  
|Net Interest Income                                                        |  |                  | 25,090  |                   |   | 23,913  |  
|Provision for Loan Losses                                                  |  |                  | 1,575   |                   |   | 1,236   |  
|                                                                           |  |                  |         |                   |   |         |  
|Net Interest Income After Provision for Loan Losses                        |  |                  | 23,515  |                   |   | 22,677  |  
|                                                                           |  |                  |         |                   |   |         |  
|Noninterest Income                                                         |  |                  |         |                   |   |         |  
|Service charges and other fees                                             |  |                  | 5,261   |                   |   | 4,363   |  
|Net gain from sale of loans                                                |  |                  | 1,014   |                   |   | 973     |  
|Loan servicing fees                                                        |  |                  | 57      |                   |   | 1,100   |  
|Gain (loss) on sale of securities, net                                     |  |                  | 11      |                   |   | (6      | )
|Trust department income                                                    |  |                  | 571     |                   |   | 517     |  
|Other                                                                      |  |                  | 758     |                   |   | 707     |  
|                                                                           |  |                  |         |                   |   |         |  
|Total noninterest income                                                   |  |                  | 7,672   |                   |   | 7,654   |  
|                                                                           |  |                  |         |                   |   |         |  
|Noninterest Expense                                                        |  |                  |         |                   |   |         |  
|Salaries and employee benefits                                             |  |                  | 10,190  |                   |   | 9,711   |  
|Occupancy expenses, net                                                    |  |                  | 1,468   |                   |   | 1,269   |  
|Data processing                                                            |  |                  | 1,170   |                   |   | 1,086   |  
|Equipment expenses                                                         |  |                  | 893     |                   |   | 817     |  
|Advertising                                                                |  |                  | 1,523   |                   |   | 1,118   |  
|Professional fees                                                          |  |                  | 863     |                   |   | 831     |  
|Communication expense                                                      |  |                  | 551     |                   |   | 570     |  
|Amortization of core deposit and other intangibles                         |  |                  | 342     |                   |   | 414     |  
|Amortization and valuation adjustments of mortgage servicing rights        |  |                  | 38      |                   |   | 707     |  
|Other                                                                      |  |                  | 1,817   |                   |   | 1,857   |  
|                                                                           |  |                  |         |                   |   |         |  
|Total noninterest expense                                                  |  |                  | 18,855  |                   |   | 18,380  |  
|                                                                           |  |                  |         |                   |   |         |  
|Income Before Income Taxes and Minority Interests                          |  |                  | 12,332  |                   |   | 11,951  |  
|Provision for Income Taxes                                                 |  |                  | 4,443   |                   |   | 4,238   |  
|                                                                           |  |                  |         |                   |   |         |  
|Income Before Minority Interests                                           |  |                  | 7,889   |                   |   | 7,713   |  
|Minority Interests                                                         |  |                  | 176     |                   |   | 159     |  
|                                                                           |  |                  |         |                   |   |         |  
|Net Income                                                                 |  | $                | 7,713   |                   | $ | 7,554   |  
|                                                                           |  |                  |         |                   |   |         |  
|Basic Earnings Per Common Share                                            |  | $                | 62.07   |                   | $ | 60.71   |  
|                                                                           |  |                  |         |                   |   |         |  
|Cash Dividends Per Share Declared on Common Stock                          |  | $                | 1.85    |                   | $ | 1.85    |  
|                                                                           |  |                  |         |                   |   |         |  
|Weighted Average Shares Outstanding                                        |  |                  | 123,650 |                   |   | 123,802 |  
|                                                                           |  |                  |         |                   |   |         |  



See Notes to Condensed
Consolidated Financial Statements.



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GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Six Months Ended

(In thousands,
except share and per share data)

(unaudited)



|                                                                           |  |                  |         |   |                   |   |        
|-------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | -------
|                                                                           |  | December 31,2005 |         |   | December 31, 2004
|Interest and Dividend Income                                               |  |                  |         |   |                   |   |        
|Loans                                                                      |  | $                | 74,840  |   |                   | $ | 61,902 
|Taxable securities                                                         |  |                  | 7,030   |   |                   |   | 6,213  
|Nontaxable securities                                                      |  |                  | 790     |   |                   |   | 765    
|Dividends on securities                                                    |  |                  | 188     |   |                   |   | 172    
|Federal funds sold and other                                               |  |                  | 522     |   |                   |   | 154    
|Trust common securities                                                    |  |                  | 102     |   |                   |   | 92     
|                                                                           |  |                  |         |   |                   |   |        
|Total interest and dividend income                                         |  |                  | 83,472  |   |                   |   | 69,298 
|                                                                           |  |                  |         |   |                   |   |        
|Interest Expense                                                           |  |                  |         |   |                   |   |        
|Deposits                                                                   |  |                  | 24,102  |   |                   |   | 16,090 
|Federal funds purchased and securities sold under agreements to repurchase |  |                  | 1,351   |   |                   |   | 618    
|FHLB advances and other borrowings                                         |  |                  | 2,733   |   |                   |   | 2,252  
|Notes payable                                                              |  |                  | 1,756   |   |                   |   | 1,034  
|Subordinated debentures                                                    |  |                  | 3,397   |   |                   |   | 3,078  
|                                                                           |  |                  |         |   |                   |   |        
|Total interest expense                                                     |  |                  | 33,339  |   |                   |   | 23,072 
|                                                                           |  |                  |         |   |                   |   |        
|Net Interest Income                                                        |  |                  | 50,133  |   |                   |   | 46,226 
|Provision for Loan Losses                                                  |  |                  | 2,830   |   |                   |   | 2,092  
|                                                                           |  |                  |         |   |                   |   |        
|Net Interest Income After Provision for Loan Losses                        |  |                  | 47,303  |   |                   |   | 44,134 
|                                                                           |  |                  |         |   |                   |   |        
|Noninterest Income                                                         |  |                  |         |   |                   |   |        
|Service charges and other fees                                             |  |                  | 10,536  |   |                   |   | 8,716  
|Net gain from sale of loans                                                |  |                  | 2,054   |   |                   |   | 1,939  
|Loan servicing fees                                                        |  |                  | 302     |   |                   |   | 2,110  
|Gain on sale of securities, net                                            |  |                  | 31      |   |                   |   | 14     
|Trust department income                                                    |  |                  | 1,123   |   |                   |   | 1,013  
|Loss on sale of mortgage servicing rights                                  |  |                  | (1,219  | ) |                   |   |       
|Other                                                                      |  |                  | 2,024   |   |                   |   | 1,387  
|                                                                           |  |                  |         |   |                   |   |        
|Total noninterest income                                                   |  |                  | 14,851  |   |                   |   | 15,179 
|                                                                           |  |                  |         |   |                   |   |        
|Noninterest Expense                                                        |  |                  |         |   |                   |   |        
|Salaries and employee benefits                                             |  |                  | 20,394  |   |                   |   | 19,130 
|Occupancy expenses, net                                                    |  |                  | 2,956   |   |                   |   | 2,450  
|Data processing                                                            |  |                  | 2,320   |   |                   |   | 2,106  
|Equipment expenses                                                         |  |                  | 1,740   |   |                   |   | 1,625  
|Advertising                                                                |  |                  | 2,714   |   |                   |   | 2,164  
|Professional fees                                                          |  |                  | 1,901   |   |                   |   | 1,776  
|Communication expense                                                      |  |                  | 1,142   |   |                   |   | 1,136  
|Amortization of core deposit and other intangibles                         |  |                  | 695     |   |                   |   | 764    
|Amortization and valuation adjustments of mortgage servicing rights        |  |                  | 273     |   |                   |   | 1,375  
|Other                                                                      |  |                  | 3,563   |   |                   |   | 3,539  
|                                                                           |  |                  |         |   |                   |   |        
|Total noninterest expense                                                  |  |                  | 37,698  |   |                   |   | 36,065 
|                                                                           |  |                  |         |   |                   |   |        
|Income Before Income Taxes and Minority Interests                          |  |                  | 24,456  |   |                   |   | 23,248 
|Provision for Income Taxes                                                 |  |                  | 8,888   |   |                   |   | 8,215  
|                                                                           |  |                  |         |   |                   |   |        
|Income Before Minority Interests                                           |  |                  | 15,568  |   |                   |   | 15,033 
|Minority Interests                                                         |  |                  | 350     |   |                   |   | 319    
|                                                                           |  |                  |         |   |                   |   |        
|Net Income                                                                 |  | $                | 15,218  |   |                   | $ | 14,714 
|                                                                           |  |                  |         |   |                   |   |        
|Basic Earnings Per Common Share                                            |  | $                | 122.46  |   |                   | $ | 116.23 
|                                                                           |  |                  |         |   |                   |   |        
|Cash Dividends Per Share Declared on Common Stock                          |  | $                | 3.70    |   |                   | $ | 3.70   
|                                                                           |  |                  |         |   |                   |   |        
|Weighted Average Shares Outstanding                                        |  |                  | 123,650 |   |                   |   | 123,802
|                                                                           |  |                  |         |   |                   |   |        



See Notes to Condensed
Consolidated Financial Statements.



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##### Table of Contents

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Cash Flows

For The Six Months Ended

(In thousands)

(unaudited)



|                                                                                                      |  |                  |         |   |                   |   |          |  
|----------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | -------- | -
|                                                                                                      |  | December 31,2005 |         |   | December 31, 2004 |  
|Net Cash Provided By Operating Activities                                                             |  | $                | 28,708  |   |                   | $ | 18,335   |  
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Investing Activities                                                                                  |  |                  |         |   |                   |   |          |  
|Proceeds from maturities of certificate of deposit                                                    |  |                  |        |   |                   |   | 99       |  
|Proceeds from sales and maturities of securities available for sale                                   |  |                  | 26,393  |   |                   |   | 67,861   |  
|Purchase of securities available for sale                                                             |  |                  | (96,852 | ) |                   |   | (105,455 | )
|Proceeds from sale of other real estate owned                                                         |  |                  | 4,336   |   |                   |   | 790      |  
|Proceeds from redemption of trust common securities                                                   |  |                  |        |   |                   |   | 631      |  
|Net increase in loans                                                                                 |  |                  | (501    | ) |                   |   | (98,604  | )
|Proceeds from sale of premises and equipment                                                          |  |                  | 53      |   |                   |   | 126      |  
|Purchase of premises and equipment                                                                    |  |                  | (2,907  | ) |                   |   | (6,229   | )
|Purchase of a bank holding company, net of cash and cash equivalents acquired                         |  |                  |        |   |                   |   | 4,766    |  
|Proceeds from sale of mortgage servicing rights                                                       |  |                  | 12,936  |   |                   |   |         |  
|Purchase of mortgage servicing rights                                                                 |  |                  |        |   |                   |   | (1,299   | )
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Net cash used in investing activities                                                                 |  |                  | (56,542 | ) |                   |   | (137,314 | )
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Financing Activities                                                                                  |  |                  |         |   |                   |   |          |  
|Retirement of subordinated debentures                                                                 |  |                  |        |   |                   |   | (21,031  | )
|Net increase in deposits                                                                              |  |                  | 61,936  |   |                   |   | 85,316   |  
|Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase |  |                  | 17,848  |   |                   |   | (3,986   | )
|Net increase (decrease) in FHLB advances and other borrowings                                         |  |                  | (40,595 | ) |                   |   | 43,836   |  
|Principal payments on notes payable                                                                   |  |                  | (120    | ) |                   |   |         |  
|Payment of other liabilities                                                                          |  |                  | (15     | ) |                   |   | (2,921   | )
|Dividends paid, including ($73) and ($126) paid to minority interests, respectively                   |  |                  | (607    | ) |                   |   | (910     | )
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Net cash provided by financing activities                                                             |  |                  | 38,447  |   |                   |   | 100,304  |  
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Net increase (decrease) in cash and cash equivalents                                                  |  |                  | 10,613  |   |                   |   | (18,675  | )
|                                                                                                      |  |                 
|Cash and cash equivalents:                                                                            |  |                  |         |   |                   |   |          |  
|Cash and Cash Equivalents - Beginning of Year                                                         |  |                  | 86,786  |   |                   |   | 76,410   |  
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Cash and Cash Equivalents - End of Period                                                             |  | $                | 97,399  |   |                   | $ | 57,735   |  
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Supplemental Disclosures of Cash Flow Information:                                                    |  |                  |         |   |                   |   |          |  
|Cash payments for interest                                                                            |  | $                | 30,930  |   |                   | $ | 22,054   |  
|Cash payments for income taxes                                                                        |  |                  | 236     |   |                   |   | 6,505    |  
|Supplemental Schedules of Noncash Investing and Financing Activities:                                 |  |                  |         |   |                   |   |          |  
|Net change in unrealized gain (loss) on securities available for sale, net of deferred income taxes   |  |                  | (4,653  | ) |                   |   | 3,289    |  
|Purchase of mortgage servicing rights included in other liabilities                                   |  |                  |        |   |                   |   | 2,262    |  
|Loans transferred to other real estate owned and other assets                                         |  |                  | 977     |   |                   |   | 380      |  
|Business acquisitions, net of cash and cash equivalents acquired, allocated to:                       |  |                  |         |   |                   |   |          |  
|Assets                                                                                                |  |                  |         |   |                   |   |          |  
|Certificate of deposit                                                                                |  |                  |        |   |                   | $ | 140      |  
|Securities                                                                                            |  |                  |        |   |                   |   | 14,035   |  
|Loans, net                                                                                            |  |                  |        |   |                   |   | 53,555   |  
|Other assets                                                                                          |  |                  |        |   |                   |   | 2,066    |  
|Premises and equipment                                                                                |  |                  |        |   |                   |   | 1,444    |  
|Core deposit intangibles and other                                                                    |  |                  |        |   |                   |   | 1,509    |  
|Goodwill                                                                                              |  |                  |        |   |                   |   | 1,711    |  
|Liabilities assumed                                                                                   |  |                  |         |   |                   |   |          |  
|Deposits                                                                                              |  |                  |        |   |                   |   | (76,686  | )
|Notes payable                                                                                         |  |                  |        |   |                   |   | (2,386   | )
|Other liabilities                                                                                     |  |                  |        |   |                   |   | (154     | )
|                                                                                                      |  |                  |         |   |                   |   |          |  
|Net cash and cash equivalents (received)                                                              |  | $                |        |   |                   | $ | (4,766   | )
|                                                                                                      |  |                  |         |   |                   |   |          |  



See Notes to Condensed
Consolidated Financial Statements.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of presentation.



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



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



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



2. Earnings per common share.



Earnings per share have been computed on the basis of weighted average number of common shares outstanding during each period presented. Dividends
accumulated or declared on cumulative and noncumulative preferred stock, which totaled $38,000 and $38,000 in the three months ended December 31, 2005 and December 31, 2004 and totaled $76,000 and $325,000 for the six months ended
December 31, 2005 and December 31, 2004, reduced earnings available to common stockholders in the computation. Great Western has no common stock equivalents.



3. Comprehensive Income.



Comprehensive income was $4,247,000 and $5,882,000 for the three months ended December 31, 2005 and December 31, 2004 and $10,565,000 and
$18,003,000 for the six months ended December 31, 2005 and December 31, 2004. The difference between comprehensive income and net income presented in the Condensed Consolidated Statements of Income is attributed solely to change in
unrealized gains and losses on securities available for sale during the periods presented.



4. Legal Proceedings.



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



5. Sale of Mortgage Servicing Rights.



On July 31, 2005, Great Western Bank, Omaha sold $14,155,000 in mortgage servicing rights to an unrelated third party. The mortgage servicing rights
sold had an original value of $39,770,000, less accumulated amortization of $22,439,000 and valuation adjustments of $3,176,000. The unpaid principal balance of the loans related to the mortgage servicing rights sold was $1,017,422,000. The related
custodial escrow balances were $7,599,000.



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##### Table of Contents

The mortgage servicing rights were sold for $14,040,000 less $1,104,000 in fees and selling costs. The
net proceeds received were $12,936,000 resulting in a pretax loss of $1,219,000. The final loss on the sale was contractually dependent upon the level of prepayments for a 90-day period ended October 31, 2005. No adjustment to the loss on the
sale of the mortgage servicing rights was recognized during the three months ended December 31, 2005.



Great Western Bank, Omaha will continue to service certain loans that it originates and will continue to service mortgages pursuant to purchased mortgage
servicing rights which were not sold on July 31, 2005. Great Western Bank, Omaha may sub-service for others, but presently does not intend to purchase additional mortgage servicing rights. The balance of mortgage servicing rights at
December 31, 2005 was $739,000. The balance of the mortgage servicing rights had an original value of $3,901,000, less accumulated amortization of $2,936,000 and valuation adjustments of $226,000.



6. Loans Held for Resale.



Included in loans are loans originated for resale of $7,656,000 at
December 31, 2005 and $11,034,000 at June 30, 2005.



7. Goodwill.



Pursuant to the contract to
acquire all of the common voting and non-voting stock of Oak Bancorporation, the final purchase price was contingent upon the actual collection of certain classified loans and the settlement of any liabilities not disclosed on the books of Oak
Bancorporation at closing. The final settlement date was November 5, 2005. An additional $112,000 in Goodwill was recognized as a result of the final settlement.



8. Subsequent Events.



During November 2005, Great Western Bank, Watertown entered into a contract to acquire certain assets and assume certain liabilities of a bank located in
Madison, South Dakota. Approximately $137,000,000 in assets, $116,000,000 in loans and $122,000,000 in deposits will be acquired or assumed. Great Western expects to record approximately $10,000,000 in intangible assets at closing. Great Western
expects the acquisition to close on February 5, 2006.



On
January 16, 2006, Great Western filed an 8-K under Item 1.02 Termination of a Material Definitive Agreement, Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement, and Item 8.01 Other Events. Great Western stated the intent to initiate an early redemption of all of its Junior Subordinated Debentures under the Subordinated Indenture dated March 19, 2001.



On each Debenture Redemption Date of the Junior Subordinated Debentures, GWB
Capital Trust II is required to redeem a like amount of Trust Preferred Securities at the Redemption Price (which is the stated amount of $10 per Trust Security, plus accumulated and unpaid Distributions to the Redemption Date). GWB Capital Trust II
intends to redeem all Trust Preferred Securities (2,760,000 Preferred Securities) on March 20, 2006.



As soon as practicable after the redemption, Great Western intends to deregister under the Securities and Exchange Act of 1934.



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



GENERAL



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



The Companys fiscal year end is June 30.



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CRITICAL ACCOUNTING POLICIES



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



FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES



Average assets were $2,739,327,000 for the six months ended December 31, 2005 compared to $2,528,207,000 for the six months ended December 31, 2004, an 8.35% increase. Average interest-earning assets were $2,551,562,000 for the
six months ended December 31, 2005 and $2,336,335,000 (as revised to be comparable to current year calculations) for the six months ended December 31, 2004, representing a 9.21% increase. Average assets and average interest-earning assets
increased due to internal growth and acquisitions.



Total
assets were $2,797,776,000 at December 31, 2005, an increase of $58,157,000 or 2.12% from June 30, 2005. The increase in total assets is due to a $9,122,000 increase in federal funds sold and FHLB overnight deposits and a $62,940,000
increase in securities available for sale, offset by a $14,425,000 decrease in mortgage servicing rights



Federal funds sold and FHLB overnight deposits were $24,730,000 and $15,608,000 at December 31, 2005 and June 30, 2005, respectively. The
increase of $9,122,000 or 58.44% was primarily due to investing excess funds generated by the increase in interest-bearing deposits during the six months ended December 31, 2005.



Securities available for sale were $447,005,000 at December 31, 2005, and $384,065,000 at June 30, 2005. The
increase of $62,940,000 or 16.39% was primarily due to investing excess funds generated by the increase of interest-bearing deposits during the six months ended December 31, 2005. Securities available for sale with unrealized losses were
$401,897,000 at December 31, 2005 with total unrealized losses of $11,635,000. Securities available for sale with unrealized losses were $281,433,000 at June 30, 2005 with total unrealized losses of $4,565,000. The unrealized losses for
longer than twelve continuous months were $6,844,000 at December 31, 2005 and $3,166,000 at June 30, 2005. The unrealized losses for all such securities are a direct result of changes in interest rates. Great Western has the ability and
intent to hold these securities for a period of time sufficient to allow for a recovery in fair value.



Loans, net of unearned fees and the allowance for loan losses, increased by $907,000 or less than 1%. Included are loans originated for resale of
$7,656,000 at December 31, 2005, a decrease of $3,378,000 when compared to $11,034,000 at June 30, 2005. The decrease in loans originated for resale is due to the timing of the sale of loans in the secondary market.



Mortgage servicing rights, net, were $739,000 at December 31, 2005, a
decrease of $14,425,000 or 95.13%, from June 30, 2005. The decrease was the result of the sale of mortgage servicing rights as discussed in Note 5 of the financial statements. The sale caused the recognition of a deferred tax benefit associated
with the mortgage servicing rights. The recognition of the deferred tax benefit resulted in a delay in the estimated federal income tax payments.



The allowance for loan losses increased by $353,000 to $26,054,000 at December 31, 2005 from $25,701,000 at June 30, 2005. The allowance
represented 1.22% of loans, net of unearned fees as of December 31, 2005 and June 30, 2005.



Pursuant to the contract to acquire all of the common voting and non-voting stock of Oak Bancorporation, the final purchase price was contingent upon the
actual collection of certain classified loans and the settlement of any liabilities not disclosed on the books of Oak Bancorporation at closing. The final settlement date was November 5, 2005. An additional $112,000 in Goodwill was recognized
as a result of the final settlement.



For the six months ended
December 31, 2005, Great Westerns annualized return on average assets (ROA) was 1.11%, compared to 1.16% for the six months ended December 31, 2004. Return on average stockholders equity (ROE) for the
six months ended December 31, 2005 and 2004 was 18.48% and 19.72%, respectively. The decreases in ROA and ROE are due



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to a 3.42% increase in net income for the six months ending December 31, 2005 compared to an 8.35% increase in
average assets and a 10.38% increase in average equity from the same period a year ago.



Cash and cash equivalents and securities available for sale totaled $544,404,000 or 19.46% of total assets at December 31, 2005, compared to $470,851,000 or 17.19% at June 30, 2005.



At December 31, 2005, the Companys leverage ratio was 6.75%, Tier
1 risk-based capital ratio was 8.04%, and total risk-based capital ratio was 12.34%, compared to minimum required levels of 4% for leverage and Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change at the
discretion of regulatory authorities to impose higher standards in individual cases. At December 31, 2005, the Company had net risk-weighted assets of $2,281,859,000.



RESULTS OF OPERATIONS



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



Net Interest Income



Total interest income for the three months ended December 31, 2005 was $42,633,000, a 19.04% increase from $35,815,000
for the three months ended December 31, 2004. The increase was primarily due to an increase of $5,989,000 in interest earned on loans. See the volume vs. rate table, which follows, for a detailed analysis of the increase in total interest
income. Average interest-earning assets were $2,580,206,000 for the three months ended December 31, 2005, an increase of $183,368,000 or 7.65% from $2,396,838,000 (as revised to be comparable to current year calculations) for the three months
ended December 31, 2004.



Total interest expense for the
three months ended December 31, 2005 was $17,543,000, a 47.40% increase from $11,902,000 for the three months ended December 31, 2004. The increase is primarily due to a $4,395,000 increase in interest expense on deposits. See the volume
vs. rate table, which follows, for a detailed analysis of the increase in total interest expense. Average interest-bearing liabilities were $2,294,671,000 for the three months ended December 31, 2005, an increase of $164,935,000 or 7.74% from
$2,129,736,000 (as revised to be comparable to current year calculations) for the three months ended December 31, 2004.



Net interest income was $25,090,000 for the three months ended December 31, 2005, compared to $23,913,000 for the same period in 2004, an increase of
4.92%. Great Westerns net interest margin decreased to 3.89% for the three months ended December 31, 2005 from 3.99% for the three months ended December 31, 2004.



The following table presents the average balances of Great Western for the three months ended December 31, 2005 and
December 31, 2004 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. This analysis details the contribution of
interest-earning assets and the overall impact of the cost of funds on net interest income.



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|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|-------------------------------------------------------------------------------- |  | ---------------------- | --------- | - | ----------------- | - | ---------- |  | ---- | -------------- |  | - | --------- | - | ---------- | - | ------ |  | ---- | -
|                                                                                 |  | Three Months Ended     |          
|                                                                                 |  | December 31, 2005      |           |   | December 31, 2004 |  
|                                                                                 |  | AverageBalance         |           |   | Interest          |   | Yield/Rate |  |      | AverageBalance |  |   | Interest  |   | Yield/Rate |  
|                                                                                 |  | (dollars in thousands) |          
|Interest-earning assets:                                                         |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Loans, net of unearned fees                                                      |  | $                      | 2,105,216 |   |                   | $ | 37,915     |  | 7.20 | %              |  | $ | 1,965,785 |   |            | $ | 31,926 |  | 6.50 | %
|Investment securities:                                                           |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Taxable                                                                          |  |                        | 395,590   |   |                   |   | 3,917      |  | 3.96 | %              |  |   | 367,701   |   |            |   | 3,368  |  | 3.66 | %
|Tax exempt                                                                       |  |                        | 39,801    |   |                   |   | 600        |  | 6.03 | %              |  |   | 39,988    |   |            |   | 589    |  | 5.89 | %
|Federal funds sold and other                                                     |  |                        | 36,968    |   |                   |   | 359        |  | 3.88 | %              |  |   | 20,733    |   |            |   | 95     |  | 1.83 | %
|Trust common securities                                                          |  |                        | 2,631     |   |                   |   | 52         |  | 7.91 | %              |  |   | 2,631     |   |            |   | 43     |  | 6.54 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest-earning assets                                                    |  | $                      | 2,580,206 |   |                   | $ | 42,843     |  | 6.64 | %              |  | $ | 2,396,838 |   |            | $ | 36,021 |  | 6.01 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Interest-bearing liabilities:                                                    |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Demand, savings, and money market                                                |  | $                      | 759,667   |   |                   | $ | 2,596      |  | 1.37 | %              |  | $ | 784,368   |   |            | $ | 1,663  |  | 0.85 | %
|Time deposits                                                                    |  |                        | 1,162,122 |   |                   |   | 10,229     |  | 3.52 | %              |  |   | 980,618   |   |            |   | 6,767  |  | 2.76 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest-bearingdeposits                                                   |  |                        | 1,921,789 |   |                   |   | 12,825     |  | 2.67 | %              |  |   | 1,764,986 |   |            |   | 8,430  |  | 1.91 | %
|FHLB borrowings, federal funds purchased, and repos                              |  |                        | 238,671   |   |                   |   | 2,077      |  | 3.48 | %              |  |   | 240,251   |   |            |   | 1,500  |  | 2.50 | %
|Notes payable                                                                    |  |                        | 46,580    |   |                   |   | 906        |  | 7.78 | %              |  |   | 36,868    |   |            |   | 541    |  | 5.87 | %
|Subordinated debentures                                                          |  |                        | 87,631    |   |                   |   | 1,735      |  | 7.92 | %              |  |   | 87,631    |   |            |   | 1,431  |  | 6.53 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest bearing liabilities                                               |  | $                      | 2,294,671 |   |                   | $ | 17,543     |  | 3.06 | %              |  | $ | 2,129,736 |   |            | $ | 11,902 |  | 2.24 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Net Interest Income (TE basis)                                                   |  |                        |           |   |                   | $ | 25,300     |  |      |                |  |   |           |   |            | $ | 24,119 |  |      |  
|Interest rate spread                                                             |  |                        |           |   |                   |   |            |  | 3.58 | %              |  |   |           |   |            |   |        |  | 3.77 | %
|Net interest margin (TE basis)                                                   |  |                        |           |   |                   |   |            |  | 3.92 | %              |  |   |           |   |            |   |        |  | 4.03 | %
|Ratio of average interest-bearing liabilities to average interest-earning assets |  |                        | 88.93     | % |                   |   |            |  |      |                |  |   | 88.86     | % |            |   |        |  |      |  



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 in proportion to the absolute dollar amounts of the change in each. The table is presented on a tax-equivalent
basis, assuming a 35% tax rate.



|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      
|--------------------------------------------------- |  | ----------------------------------------------------------------------------------- | ----- | - | ---- | - | ----- | ----- |  | - | -----
|                                                    |  | Three Months Ended December 31,2005 vs. December 31, 2004Increase (Decrease) Due to
|                                                    |  | Volume                                                                              |       |   | Rate |   |       | Total
|                                                    |  | (dollars in thousands)                                                             
|Interest-earning assets:                            |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Loans, net of unearned fees                         |  | $                                                                                   | 2,362 |   |      | $ | 3,627 |       |  | $ | 5,989
|Investment securities:                              |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Taxable                                             |  |                                                                                     | 266   |   |      |   | 283   |       |  |   | 549  
|Tax exempt                                          |  |                                                                                     | (16   | ) |      |   | 27    |       |  |   | 11   
|Federal funds sold and other                        |  |                                                                                     | 109   |   |      |   | 155   |       |  |   | 264  
|Trust common securities                             |  |                                                                                     |      |   |      |   | 9     |       |  |   | 9    
|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Total interest income                               |  |                                                                                     | 2,721 |   |      |   | 4,101 |       |  |   | 6,822
|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Interest-bearing liabilities                        |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Demand, savings, and money market                   |  | $                                                                                   | (354  | ) |      | $ | 1,287 |       |  | $ | 933  
|Time deposits                                       |  |                                                                                     | 1,391 |   |      |   | 2,071 |       |  |   | 3,462
|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Total interest-bearing deposits                     |  |                                                                                     | 1,037 |   |      |   | 3,358 |       |  |   | 4,395
|FHLB borrowings, federal funds purchased, and repos |  |                                                                                     | (67   | ) |      |   | 644   |       |  |   | 577  
|Notes payable                                       |  |                                                                                     | 163   |   |      |   | 202   |       |  |   | 365  
|Subordinated debentures                             |  |                                                                                     |      |   |      |   | 304   |       |  |   | 304  
|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Total interest expense                              |  |                                                                                     | 1,133 |   |      |   | 4,508 |       |  |   | 5,641
|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      
|Increase (decrease) in net interest income          |  | $                                                                                   | 1,588 |   |      | $ | (407  | )     |  | $ | 1,181
|                                                    |  |                                                                                     |       |   |      |   |       |       |  |   |      



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Provision for Loan Losses



The provision for loan losses for the three months ended December 31,
2005 was $1,575,000, compared to $1,236,000 for the three months ended December 31, 2004. The increase was due to an increase in estimated loan losses for the current period.



Noninterest Income



Noninterest income for the three months ended December 31, 2005 was $7,672,000, an increase of $18,000 or less than 1%
over the same period last fiscal year. The increase primarily resulted from the increase of $898,000 in service charges and other fees, the $54,000 increase in Trust department income, and the increase in other noninterest income of $51,000, offset
by the $1,043,000 decrease in loan servicing fees.



The
decrease in the loan servicing fees is a result of the sale of the mortgage servicing rights as discussed in Note 5 of the financial statements.



Service charges and other fees increased to $5,261,000 during the three months ended December 31, 2005 from $4,363,000 during the three months ended
December 31, 2004. The $898,000 or 20.58% increase is a result of the increase in overdraft and non-sufficient fund charges. The increase in overdraft and non-sufficient fund charges is primarily due to the increased number of demand deposit
accounts, an increase in the overdraft and non-sufficient funds fee structure, and the increased promotion of certain demand deposit products.



Noninterest Expense



Noninterest expense for the three months ended December 31, 2005 was $18,855,000, an increase of $475,000 or 2.58% over the same period last fiscal
year. The increase resulted primarily from a $479,000 increase in salaries and employee benefits expense, a $199,000 increase in occupancy expense, and a $405,000 increase in advertising expense. The increase in noninterest expense was partially
offset by the $669,000 decrease in the amortization and valuation adjustments of mortgage servicing rights.



Salaries and employee benefits expense increased by $479,000 or 4.93%, to $10,190,000 for the three months ended December 31, 2005 from $9,711,000
for the three months ended December 31, 2004. Contributing to the increase in salaries and employee benefit expense was the increase in the number of full time employees, annual merit increases, and the increase in the cost of health insurance
benefits. The number of full time employees increased as a result of acquisitions and de novo branch expansion.



Occupancy expense increased by $199,000 or 15.68%, to $1,468,000 for the three months ended December 31, 2005 from $1,269,000 for the three months
ended December 31, 2004. The increase is a result of the increased number of banking locations. The number of banking locations was 85 at December 31, 2005 and 80 at December 31, 2004.



Advertising expense increased by $405,000 or 36.23% to $1,523,000 for the
three months ended December 31, 2005 from $1,118,000 for the three months ended December 31, 2004. The increase is due to demand deposit advertising campaigns conducted during the three months ended December 31, 2005.



The $669,000 decrease in the amortization and valuation adjustments of
mortgage servicing rights is a result of the sale of the mortgage servicing rights as discussed in Note 5 of the financial statements.



Income Taxes



Income taxes for the three months ended December 31, 2005 and December 31, 2004 were $4,443,000 and $4,238,000. The increase is due to a 3.18%
or $381,000 increase in pretax income and an increase in the effective tax rate. The effective tax rates for the three months ended December 31, 2005 and December 31, 2004, were 36.03% and 35.46%, respectively. The effective income tax
rate is higher for the 2005 period compared to the 2004 period due to a change in permanent taxable differences.



13



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##### Table of Contents

Comparison of the Six Months Ended December 31, 2005 and December 31, 2004.



Net Interest Income



Total interest income for the six months ended December 31, 2005 was
$83,472,000, a 20.45% increase from $69,298,000 for the six months ended December 31, 2004. The increase was primarily due to an increase of $12,938,000 in interest earned on loans. See the volume vs. rate table, which follows, for a detailed
analysis of the increase in total interest income. Average interest-earning assets were $2,551,562,000 for the six months ended December 31, 2005, an increase of $215,207,000 or 9.21% from $2,336,355,000 (as revised to be comparable to current
year calculations) for the six months ended December 31, 2004.



Total interest expense for the six months ended December 31, 2005 was $33,339,000, a 44.50% increase from $23,072,000 for the six months ended December 31, 2004. The increase is primarily due to a $8,012,000 increase in interest
expense on deposits. See the volume vs. rate table, which follows, for a detailed analysis of the increase in total interest expense. Average interest-bearing liabilities were $2,273,800,000 for the six months ended December 31, 2005, an
increase of $192,815,000 or 9.27% from $2,080,985,000 (as revised to be comparable to current year calculations) for the six months ended December 31, 2004.



Net interest income was $50,133,000 for the six months ended December 31, 2005, compared to $46,226,000 for the same
period in 2004, an increase of 8.45%. Great Westerns net interest margin decreased to 3.93% for the six months ended December 31, 2005 from 3.96% for the six months ended December 31, 2004.



The following table presents the average balances of Great Western for the
six months ended December 31, 2005 and December 31, 2004 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. This
analysis details the contribution of interest-earning assets and the overall impact of the cost of funds on net interest income.



14



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##### Table of Contents

|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|-------------------------------------------------------------------------------- |  | ---------------------- | --------- | - | ----------------- | - | ---------- |  | ---- | -------------- |  | - | --------- | - | ---------- | - | ------ |  | ---- | -
|                                                                                 |  | Six Months Ended       |          
|                                                                                 |  | December 31, 2005      |           |   | December 31, 2004 |  
|                                                                                 |  | AverageBalance         |           |   | Interest          |   | Yield/Rate |  |      | AverageBalance |  |   | Interest  |   | Yield/Rate |  
|                                                                                 |  | (dollars in thousands) |          
|Interest-earning assets:                                                         |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Loans, net of unearned fees                                                      |  | $                      | 2,105,594 |   |                   | $ | 74,840     |  | 7.11 | %              |  | $ | 1,923,154 |   |            | $ | 61,902 |  | 6.44 | %
|Investment securities:                                                           |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Taxable                                                                          |  |                        | 375,114   |   |                   |   | 7,218      |  | 3.85 | %              |  |   | 350,774   |   |            |   | 6,385  |  | 3.64 | %
|Tax exempt                                                                       |  |                        | 40,428    |   |                   |   | 1,215      |  | 6.01 | %              |  |   | 39,463    |   |            |   | 1,177  |  | 5.96 | %
|Federal funds sold and other                                                     |  |                        | 27,795    |   |                   |   | 522        |  | 3.76 | %              |  |   | 20,176    |   |            |   | 154    |  | 1.53 | %
|Trust common securities                                                          |  |                        | 2,631     |   |                   |   | 102        |  | 7.75 | %              |  |   | 2,788     |   |            |   | 92     |  | 6.60 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest-earning assets                                                    |  | $                      | 2,551,562 |   |                   | $ | 83,897     |  | 6.58 | %              |  | $ | 2,336,355 |   |            | $ | 69,710 |  | 5.97 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Interest-bearing liabilities:                                                    |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Demand, savings, and money market                                                |  | $                      | 761,861   |   |                   | $ | 4,892      |  | 1.28 | %              |  | $ | 762,066   |   |            | $ | 2,786  |  | 0.73 | %
|Time deposits                                                                    |  |                        | 1,131,391 |   |                   |   | 19,210     |  | 3.40 | %              |  |   | 955,738   |   |            |   | 13,304 |  | 2.78 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest-bearingdeposits                                                   |  |                        | 1,893,252 |   |                   |   | 24,102     |  | 2.55 | %              |  |   | 1,717,804 |   |            |   | 16,090 |  | 1.87 | %
|FHLB borrowings, federal funds purchased, and repos                              |  |                        | 246,307   |   |                   |   | 4,084      |  | 3.32 | %              |  |   | 233,509   |   |            |   | 2,870  |  | 2.46 | %
|Notes payable                                                                    |  |                        | 46,610    |   |                   |   | 1,756      |  | 7.53 | %              |  |   | 36,784    |   |            |   | 1,034  |  | 5.62 | %
|Subordinated debentures                                                          |  |                        | 87,631    |   |                   |   | 3,397      |  | 7.75 | %              |  |   | 92,888    |   |            |   | 3,078  |  | 6.63 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Total interest bearing liabilities                                               |  | $                      | 2,273,800 |   |                   | $ | 33,339     |  | 2.93 | %              |  | $ | 2,080,985 |   |            | $ | 23,072 |  | 2.22 | %
|                                                                                 |  |                        |           |   |                   |   |            |  |      |                |  |   |           |   |            |   |        |  |      |  
|Net Interest Income (TE basis)                                                   |  |                        |           |   |                   | $ | 50,558     |  |      |                |  |   |           |   |            | $ | 46,638 |  |      |  
|Interest rate spread                                                             |  |                        |           |   |                   |   |            |  | 3.65 | %              |  |   |           |   |            |   |        |  | 3.75 | %
|Net interest margin (TE basis)                                                   |  |                        |           |   |                   |   |            |  | 3.96 | %              |  |   |           |   |            |   |        |  | 3.99 | %
|Ratio of average interest-bearing liabilities to average interest-earning assets |  |                        | 89.11     | % |                   |   |            |  |      |                |  |   | 89.07     | % |            |   |        |  |      |  



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 in proportion to the absolute dollar amounts of the change in each. The table is presented on a tax-equivalent
basis, assuming a 35% tax rate.



|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       
|--------------------------------------------------- |  | --------------------------------------------------------------------------------- | ----- | - | ---- | - | ----- | ----- |  | - | ------
|                                                    |  | Six Months Ended December 31,2005 vs. December 31, 2004Increase (Decrease) Due to
|                                                    |  | Volume                                                                            |       |   | Rate |   |       | Total
|                                                    |  | (dollars in thousands)                                                           
|Interest-earning assets:                            |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Loans, net of unearned fees                         |  | $                                                                                 | 6,164 |   |      | $ | 6,774 |       |  | $ | 12,938
|Investment securities:                              |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Taxable                                             |  |                                                                                   | 457   |   |      |   | 376   |       |  |   | 833   
|Tax exempt                                          |  |                                                                                   | 29    |   |      |   | 9     |       |  |   | 38    
|Federal funds sold and other                        |  |                                                                                   | 75    |   |      |   | 293   |       |  |   | 368   
|Trust common securities                             |  |                                                                                   | (13   | ) |      |   | 23    |       |  |   | 10    
|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Total interest income                               |  |                                                                                   | 6,712 |   |      |   | 7,475 |       |  |   | 14,187
|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Interest-bearing liabilities                        |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Demand, savings, and money market                   |  | $                                                                                 | (1    | ) |      | $ | 2,107 |       |  | $ | 2,106 
|Time deposits                                       |  |                                                                                   | 2,690 |   |      |   | 3,216 |       |  |   | 5,906 
|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Total interest-bearing deposits                     |  |                                                                                   | 2,689 |   |      |   | 5,323 |       |  |   | 8,012 
|FHLB borrowings, federal funds purchased, and repos |  |                                                                                   | 165   |   |      |   | 1,049 |       |  |   | 1,214 
|Notes payable                                       |  |                                                                                   | 317   |   |      |   | 405   |       |  |   | 722   
|Subordinated debentures                             |  |                                                                                   | (443  | ) |      |   | 762   |       |  |   | 319   
|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Total interest expense                              |  |                                                                                   | 2,728 |   |      |   | 7,539 |       |  |   | 10,267
|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       
|Increase (decrease) in net interest income          |  | $                                                                                 | 3,984 |   |      | $ | (64   | )     |  | $ | 3,920 
|                                                    |  |                                                                                   |       |   |      |   |       |       |  |   |       



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##### Table of Contents

Provision for Loan Losses



The provision for loan losses for the six months ended December 31,
2005, was $2,830,000, compared to $2,092,000 for the six months ended December 31, 2004. The increase was due to an increase in estimated loan losses for the current period.



Noninterest Income



Noninterest income for the six months ended December 31, 2005 was $14,851,000, a decrease of $328,000 or 2.16% over the
same period last fiscal year. The decrease primarily resulted from the $1,219,000 loss on the sale of mortgage servicing rights and the $1,808,000 decrease in loan servicing fees, offset by the increase of $1,820,000 in service charges and other
fees and the $637,000 increase in other noninterest income.



The loss on the sale of mortgage servicing rights and the decrease of the loan servicing fees is a result of the sale of the mortgage servicing rights as discussed in Note 5 of the financial statements.



Service charges and other fees increased to $10,536,000 during the six months
ended December 21, 2005 from $8,716,000 during the six months ended December 31, 2004. The $1,820,000 or 20.88% increase is a result of the increase in overdraft and non-sufficient fund charges. The increase in overdraft and non-sufficient
fund charges is primarily due to the increased number of demand deposit accounts, an increase in overdraft and non-sufficient funds fee structure, and the increased promotion of certain demand deposit products.



Other noninterest income increased to $2,024,000 during the six months ended
December 31, 2005 from $1,387,000 during the six months ended December 31, 2004. The increase of $637,000 or 45.93% is primarily the result of a $338,000 increase in the gain on sale of other real estate owned and a $161,000 increase in
the insurance and other commission income.



Noninterest Expense



Noninterest expense for
the six months ended December 31, 2005 was $37,698,000, an increase of $1,633,000 or 4.53% compared to the same fiscal period one year ago. The increase primarily resulted from a $1,264,000 increase in salaries and employee benefits expense, a
$506,000 increase in occupancy expense, a $214,000 increase in data processing expense, and a $550,000 increase in advertising expense. The increase in noninterest expense was partially offset by the $1,102,000 decrease in the amortization and
valuation adjustments of mortgage servicing rights.



Salaries
and employee benefits expense increased by $1,264,000 or 6.61%, to $20,394,000 for the six months ended December 31, 2005 from $19,130,000 for the six months ended December 31, 2004. Contributing to the increase in salaries and employee
benefit expense was the increase in the number of full time employees, annual merit increases, and the increase in the cost of health insurance benefits. The number of full time employees increased as a result of acquisitions and de novo branch
expansion.



Occupancy expense increased by $506,000 or 20.65%,
to $2,956,000 for the six months ended December 31, 2005 from $2,450,000 for the six months ended December 31, 2004. The increase is a result of the increased number of banking locations. The number of banking locations was 85 at
December 31, 2005 and 80 at December 31, 2004.



Data
processing expense increased by $214,000 or 10.16% to $2,320,000 for the six months ended December 31, 2005 from $2,106,000 for the six months ended December 31, 2004. The increase in data processing costs was a result of the increased
number of banking locations and the dollar volume of loan and deposit accounts maintained on Great Westerns core banking applications.



Advertising expense increased by $550,000 or 25.42% to $2,714,000 for the six months ended December 31, 2005 from $2,164,000 for the six months ended
December 31, 2004. The increase is due to demand deposit and certificate of deposit advertising campaigns conducted during the six months ended December 31, 2005.



The $1,102,000 decrease in the amortization and valuation adjustments of mortgage servicing rights is a result of the sale
of the mortgage servicing rights as discussed in Note 5 of the financial statements.



16



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##### Table of Contents

Income Taxes



Income taxes for the six months ended December 31, 2005 and December 31, 2004 were $8,888,000 and $8,215,000. The
increase is due to a 5.20% or $1,208,000 increase in pretax net income and an increase in the effective tax rate. The effective tax rates for the periods were 36.3% and 35.3%. The effective tax rates are higher for the 2005 period compared to the
2004 period due to a change in permanent taxable differences.



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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



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



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



ITEM 4: 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 December 31, 2005.



There were no significant changes in Great Westerns internal controls or in other factors that could significantly affect these controls subsequent
to December 31, 2005 through the date of this quarterly report on Form 10-Q, including any corrective actions with regard to significant deficiencies and material weaknesses.



17



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##### Table of Contents

PART II

OTHER INFORMATION



ITEM 1: LEGAL PROCEEDINGS



None



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



None



ITEM 3: DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5: OTHER INFORMATION



None



ITEM 6: EXHIBITS



|     |  |   |  |                                                                                                                                                                                                   
|---- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a). |  |   |  | Exhibits:                                                                                                                                                                                         
|     |  |  
|31.1 |  | - |  | Chief Executive Officers Certification Pursuant to Rule 13a  14(a) of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|     |  |  
|31.2 |  | - |  | Chief Financial Officers Certification Pursuant to Rule 13a  14(a) of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|     |  |  
|32.1 |  | - |  | Chief Executive Officers Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                 
|     |  |  
|32.2 |  | - |  | Chief Financial Officers Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                 



18



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##### Table of Contents

SIGNATURES



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



|                       |  |                                    |  |                                    
|---------------------- |  | ---------------------------------- |  | -----------------------------------
|                       |  | GREAT WESTERN BANCORPORATION, INC.
|                       |  |                                   
|Date: January 31, 2006 |  | By:                                |  | /s/ Deryl F. Hamann                
|                       |  |                                    |  | Deryl F. Hamann, Chairman and Chief
|                       |  |                                    |  | Executive Officer                  
|                       |  |                                    |  | (Duly Authorized Representative)   



(Authorized officer and principal financial officer of the registrant)



|                       |  |     |  |                               
|---------------------- |  | --- |  | ------------------------------
|Date: January 31, 2006 |  | By: |  | /s/ James R. Clark            
|                       |  |     |  | James R. Clark, CFO, Secretary
|                       |  |     |  | and Treasurer                 
|                       |  |     |  | (Principal Financial Officer) 



19