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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

      (Mark One)

_X_ QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004

OR

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

For the transition period from __________ to __________.

Commission file number: 0-28080

UNITED FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)

MINNESOTA 81-0507591
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

P.O. Box 2779, 120 First Avenue North, Great Falls, Montana 59403
(Address of Principal Executive Offices) (Zip Code)

(406) 727-6106
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]          No [   ]

Indicate by check mark whether the Registrant is an accelerated filer
(as defined by Rule 12b-2 of the Securities Exchange Act of 1934).

Yes [   ]          No [X]

Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date:

Common Stock, no par value; 2,436,475 shares outstanding as of November 8, 2004




UNITED FINANCIAL CORP.
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION    
 
   ITEM 1   FINANCIAL STATEMENTS  
 
          Consolidated Condensed Statements of Financial Condition at  
           September 30, 2004 (unaudited) and December 31, 2003 (audited)  1  
 
          Consolidated Condensed Statements of Income – Three and Nine Months Ended 
           September 30, 2004 and September 30, 2003 (unaudited)  2  
 
          Consolidated Condensed Statements of Cash Flows – Nine Months Ended 
           September 30, 2004 and September 30, 2003 (unaudited)  3  
 
          Notes to Consolidated Condensed Financial Statements (unaudited)  4  
 
   ITEM 2   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL  
                  CONDITION AND RESULTS OF OPERATIONS   8  
 
    ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   18  
 
    ITEM 4   CONTROLS AND PROCEDURES   19  
 
PART II – OTHER INFORMATION 
 
    ITEM 1   LEGAL PROCEEDINGS   19  
 
    ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   20  
 
    ITEM 3   DEFAULTS UPON SENIOR SECURITIES   20  
 
    ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS   20  
 
    ITEM 5   OTHER INFORMATION   20  
 
    ITEM 6   EXHIBITS   20  
 
SIGNATURES  21  




Page i



PART I – FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS.

UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except per share data)
(Unaudited)

September 30, December 31,


2004 2003


ASSETS      
  Cash and cash equivalents  $  20,915   $  13,514  
  Securities available-for-sale  35,497   43,279  
  Restricted stock, at cost  4,211   4,109  
  Loans held for sale  4,582   3,883  
  Loans receivable, net  262,137   227,179  
  Accrued interest receivable  2,552   1,784  
  Premises and equipment, net  8,041   7,512  
  Real estate and other personal property owned  654   678  
  Goodwill  1,422   1,422  
  Deferred income taxes, net  372   272  
  Other assets  1,207   1,185  


   $341,590   $304,817  


  
LIABILITIES AND STOCKHOLDERS’ EQUITY 
 Deposits: 
  Demand, NOW and money market demand accounts  $  79,948   $  69,851  
  Savings deposits  56,834   54,897  
  Time deposits  112,467   102,766  


   249,249   227,514  
  Federal Home Loan Bank advances  42,107   31,000  
  Securities sold under agreements to repurchase  13,667   7,889  
  Accrued interest payable  1,040   1,015  
  Income taxes payable  136    
  Subordinated debt owed to trust  3,093   3,093  
  Other liabilities  1,923   1,925  


   311,215   272,436  


  
 Stockholders’ equity: 
  Preferred stock, no par value; authorized 2,000,000 
   shares; no shares issued and outstanding     
  Common stock, no par value; authorized 8,000,000 shares; 2,436,475 
   and 2,437,042 shares issued and outstanding 
   at September 30, 2004 and December 31, 2003, 
   respectively  26,649   27,025  
  Retained earnings, substantially restricted  3,545   5,015  
  Accumulated other comprehensive income, net  181   341  


   30,375   32,381  


   $341,590   $304,817  


  
Equity/Assets  8.89 % 10.62 %
Book Value/Share  $    12.47   $    13.29  

See Notes to Consolidated Condensed Financial Statements


Page 1



UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2004 2003 2004 2003




Interest income          
 Loans receivable  $4,289   $3,982   $12,117   $11,909  
 Taxable investments  395   325   1,190   1,215  
 Nontaxable investments  13   24   42   76  
 Other interest earning assets  38   66   121   231  




    Total interest income  4,735   4,397   13,470   13,431  
Interest expense  
 Deposits  854   1,012   2,524   3,364  
  Other borrowings  485   405   1,271   1,281  




    Total interest expense  1,339   1,417   3,795   4,645  




    Net interest income  3,396   2,980   9,675   8,786  
 Provision for loan losses    128   70   703  




       Net interest income after provision for loan losses  3,396   2,852   9,605   8,083  
Non-interest income  
 Gain on sale of loans  831   1,397   2,113   4,226  
 Service charges and fees  296   313   840   760  
 Gain on sale of securities available-for-sale      213   18  
 Other  32   46   144   130  




    Total non-interest income  1,159   1,756   3,310   5,134  
Non-interest expense  
 Compensation and benefits  1,766   1,913   4,842   5,241  
 Occupancy and equipment expense  381   345   1,063   945  
 Data processing fees  193   181   563   528  
 Other expenses  587   720   1,740   1,913  




    Total non-interest expense  2,927   3,159   8,208   8,627  




    Income from continuing operations before 
       income taxes  1,628   1,449   4,707   4,590  
 Income taxes  614   438   1,773   1,621  




    Income from continuing operations  1,014   1,011   2,934   2,969  
Discontinued Operations  
    Income from discontinued operations (net of tax)    723     891  




    Net income  $1,014   $1,734   $  2,934   $  3,860  




Basic earnings per share  
    Continuing operations  $   .42   $   .41   $    1.21   $    1.22  
    Discontinued operations    .30     .36  




Per Share Net Income   $   .42   $   .71   $    1.21   $    1.58  




Diluted earnings per share  
    Continuing operations  $   .40   $   .40   $    1.17   $    1.18  
    Discontinued operations    .29     .36  




Per Share Net Income   $   .40   $   .69   $    1.17   $    1.54  




 Dividends declared per share  $   .27   $   .27   $    1.81   $     .63  




 Weighted average shares outstanding-basic  2,436   2,442   2,434   2,440  




 Weighted average shares outstanding-diluted  2,509   2,525   2,515   2,503  





See Notes to Consolidated Condensed Financial Statements


Page 2



UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Nine Months Ended

September 30,
2004
September 30,
2003


Cash flows from operating activities            

     Net cash from operating activities
   $ 1,720   $ 5,928  

Cash flows from investing activities
  

Net increase in loans receivable
    (35,161 )  (11,750 )
Purchases of securities available-for-sale    (8,995 )  (21,207 )
Proceeds from maturities, pay downs and sales of securities  
  available-for-sale    16,645    24,557  
Proceeds from sale of Valley Bancorp, Inc. stock        9,012  
Purchases of premises and equipment    (962 )  (640 )
Proceeds from sale of premises and equipment        13  
Proceeds from sale of real estate and other personal property  
  owned    148    84  



     Net cash from investing activities
    (28,325 )  69  



Cash flows from financing activities
  

Net increase in deposits
    21,735    3,296  
Proceeds from Federal Home Loan Bank advances    57,750    30,500  
Payments on Federal Home Loan Bank advances    (46,643 )  (33,500 )
Payments on line of credit        (700 )
Net increase (decrease) in securities sold under agreements to  
  repurchase    5,778    (3,963 )
Increase in advances from borrowers for taxes and  
  insurance    167    179  
Dividends paid to stockholders    (4,404 )  (1,523 )
Proceeds from issuance of common stock    247    38  
Purchase of treasury stock    (624 )    



     Net cash from financing activities
    34,006    (5,673 )


Increase in cash and cash equivalents    7,401    324  
Cash and cash equivalents at beginning of year    13,514    17,992  


Cash and cash equivalents at end of period   $20,915   $ 18,316  



Supplemental Cash Flow Disclosure

  
Cash payments for interest   $3,770   $ 4,964  
Cash payments for income taxes   $1,616   $ 2,370  

Non Cash Investing and Financing Activities

  
Vehicle financed   $   $ 28  
Acquisition of other personal property in settlement of loans   $173   $ 231  

See Notes to Consolidated Condensed Financial Statements


Page 3



UNITED FINANCIAL CORP.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.   GENERAL

        United Financial Corp. (“United”) is a bank holding company headquartered in Great Falls, Montana. United was organized as a Minnesota corporation in 1996. United’s banking business in Montana is conducted through its wholly owned subsidiary, Heritage Bank, a Montana corporation established in 1923, with operations in 15 locations in 13 Montana communities.

        Heritage Bank is a state-chartered commercial bank with locations in Billings, Bozeman, Chester, Fort Benton, Geraldine, Glendive, Great Falls (three locations), Hamilton, Havre, Kalispell, Missoula, Libby and Shelby, Montana. Heritage Bank is engaged in the community banking business of attracting deposits from the general public through its branches and using those deposits, together with other available funds, to originate commercial (including lease financing), commercial real estate, residential, agricultural and consumer loans primarily in its market areas in Montana. Heritage Bank’s banking business is concentrated in the Great Falls area through its two full service branches and one separate drive up location. Based on total assets, 58% of United’s assets are located at Heritage Bank’s Great Falls locations. Heritage Bank also invests in mortgage-backed securities, U.S. Treasury obligations, other U.S. Government agency obligations and other interest-earning assets.

        Heritage Bank’s financial condition and results of operations, and therefore the financial condition and results of operations of United, are dependent primarily on net interest income and fee income. Heritage Bank’s financial condition and results of operations are also significantly influenced by local and national economic conditions, changes in market interest rates, governmental policies, tax laws and the actions of various regulatory agencies.

        Heritage Bank also holds a 14% ownership interest in Bankers’ Resource Center, a computer data center, located in Helena, Montana.

        In December 2003, Heritage Bank incorporated a new wholly-owned subsidiary, Heritage Northwest, Inc., a mortgage banking company in Bellingham, Washingon, which began operations in the spring of 2004.

        United makes available all periodic and current reports, free of charge, on its website as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). United’s website address is www.ufcmontana.com.

        United’s principal offices are located at 120 First Avenue North, Great Falls, Montana 59401, and its telephone number is (406) 727-6106.

2.   BASIS OF PRESENTATION

        United’s consolidated financial statements, included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial condition, results of operations, and cash flows for the periods disclosed. Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results anticipated for the year ending December 31, 2004. For additional information, refer to the consolidated audited financial statements and footnotes thereto included in United’s Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2003.


Page 4



3.   COMPREHENSIVE INCOME

        United’s only significant element of comprehensive income is unrealized gains and losses on securities available-for-sale.

(In thousands)
(Unaudited)

Three Months Ended
September 30, 2004

Three Months Ended
September 30, 2003

Before Tax
Tax Expense
After Tax
Before Tax
Tax Expense
After Tax
Net income     $ 1,628   $ 614   $ 1,014   $ 2,867   $ 1,133   $ 1,734  

Unrealized and realized
  
 holding gains arising during  
 period     633     244     389    432    163    269  

Less: reclassification adjustment
  
 for gains included in net income                (1 )      (1 )







Net unrealized gains on
  
 securities available for sale     633     244     389    431    163    268  

Less: portion of unrealized gains
  
 allocated to minority  
 interest                50        50  







Total comprehensive income
   $ 2,261   $ 858   $ 1,403   $ 3,248   $ 1,296   $ 1,952  






 
Nine Months Ended
September 30, 2004

Nine Months Ended
September 30, 2003

Before Tax
Tax Expense
After Tax
Before Tax
Tax Expense
After Tax
Net income   $ 4,707   $ 1,773   $ 2,934   $ 6,176   $ 2,316   $ 3,860  

Unrealized and realized
  
 holding gains (losses) arising during  
 period     (47 )   (17 )   (30 )  656    249    407  

Less: reclassification adjustment
  
 for gains included in net income     213     83     130    18    7    11  







Net unrealized gains (losses) on
  
 securities available for sale     (260 )   (100 )   (160 )  638    242    396  

Less: portion of unrealized gains
  
 allocated to minority interest                28        28  







Total comprehensive income
   $ 4,447   $ 1,673   $ 2,774   $ 6,786   $ 2,558   $ 4,228  








Page 5



4.   CASH EQUIVALENTS

        For purposes of the consolidated condensed statements of cash flows, United considers all cash, daily interest and non-interest bearing demand deposits with banks with original maturities of three months or less to be cash equivalents.

5.   COMPUTATION OF EARNINGS PER SHARE

        Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the weighted average number of common shares used to compute basic EPS plus the incremental amount of potential common stock determined by the treasury stock method. Potential common stock includes the incremental shares under stock option plans.

        The following table sets forth the computation of basic and diluted earnings per share.

(In thousands, except per share data) Three Months Ended
September 30,

Nine Months Ended
September 30,

2004
2003
2004
2003
Weighted average shares outstanding during                    
  the period on which basic earnings per  
  share is calculated     2,436    2,442     2,434    2,440  
Add: incremental shares under stock option  
  plans     73    83     79    63  





Average outstanding shares on which diluted
  
  earnings per share is calculated     2,509    2,525     2,515    2,503  





Net income applicable to common
   
  stockholders, basic and diluted    $ 1,014   $ 1,734   $ 2,934   $ 3,860  

  Basic earnings per share
   
  Continuing operations   $ .42   $ .41   $ 1.21   $ 1.22  
  Discontinued operations        .30        .36  





     Net income
   $ .42   $ .71   $ 1.21   $ 1.58  





  Diluted earnings per share
  

  Continuing operations
   $ .40   $ .40   $ 1.17   $ 1.18  
  Discontinued operations        .29        .36  




     Net income   $ .40   $ .69     1.17   $ 1.54  





6.   RELATED PARTIES

        Central Financial Services, Inc. (“CFS”) provides various management services to United, including certain accounting and tax services, investment consulting, personnel consulting, asset-liability management and regulatory consulting. CFS is owned by United’s former Chairman of the Board of Directors and its current largest shareholder and has been providing similar services to various banks and financial services organizations since December of 1988. CFS fees billed to United were approximately $ .1 million and $ .3 million for each of the three and nine month periods ended September 30, 2004 and 2003, respectively. The fees are billed by CFS on an hourly basis for work performed by United’s current Chairman and CEO, its former Chairman, and four other employees. Neither the former Chairman nor the current Chairman and CEO of United receive direct compensation from United for these services. Each is compensated for services as a director through director’s fees of $350 per month, and for services as an officer of United through CFS. Through CFS, the former Chairman and current Chairman and CEO earn annual salaries of $100,000 and $145,000, respectively. United’s portion of those salaries was approximately 54%, based upon CFS billings during those periods.


Page 6



        Heritage Bank holds a 14% ownership interest in Banker’s Resource Center (“BRC”), which provides data processing services for Heritage Bank. The charges for BRC’s services were $ .2 million and $ .5 million for each of the three and nine months ended September 30, 2004 and 2003, respectively.

7.   SUBSEQUENT EVENT-DIVIDENDS DECLARED

        On October 26, 2004, the Board of Directors of United declared a quarterly cash dividend of $.27 per share, payable December 1, 2004, to shareholders of record on November 17, 2004.

8.   STOCK-BASED COMPENSATION

        United has a stock-based employee compensation plan, which is a stock option plan described more fully in footnotes included in United’s Annual Report to Shareholders and its Annual Report on Form 10-K for the year ended December 31, 2003. United accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees, and related Interpretations.” No stock-based employee compensation cost is reflected in net income, as all options granted under the plan have an exercise price at or above to the market value of the underlying common stock on the date of grant.

        The following table illustrates the effect on net income and earnings per share if United had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

(In thousands, except per share data)
(Unaudited)
Three Months Ended
September 30,

Nine Months Ended
September 30,

2004
2003
2004
2003
Net income: As reported     $ 1,014   $ 1,734   $ 2,934   $ 3,860  
Deduct: Total stock-based employee  
  compensation expense determined under fair  
  value based method for all awards, net of  
  related tax effects     (13 )  (15 )   (39 )  (43 )




Pro forma net income   $ 1,001   $ 1,719   $ 2,895   $ 3,817  




Earnings per share:  
  Basic – as reported   $ .42   $ .71   $ 1.21   $ 1.58  




  Basic – pro forma   $ .41   $ .70   $ 1.19   $ 1.56  




  Diluted – as reported   $ .40   $ .69   $ 1.17   $ 1.54  




  Diluted – pro forma   $ .40   $ .68   $ 1.15   $ 1.52  





9.   CRITICAL ACCOUNTING POLICIES

        United has identified its most critical accounting policy to be that related to the allowance for loan losses. United’s allowance for loan losses methodology incorporates a variety of risk considerations in establishing an allowance for loan losses that management believes is appropriate. Risk factors include historical loss experience, delinquency and charge-off trends, collateral values, an analysis of the current loan portfolio, and the level of non-performing and impaired loans. An internal loan risk grading system is also used to evaluate potential losses of individual loans. Changes in any of the above factors could have a significant effect on the calculation of the allowance for loan losses in any given period. Therefore, a full analysis is performed by management on a quarterly basis to ensure that changes in estimated loan loss levels are adjusted on a timely basis.

        Another critical accounting policy of United is that related to the carrying value of goodwill in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). United adopted a market valuation approach in assessing goodwill impairment and will measure the carrying value similarly at least annually under the new accounting rules. Ongoing impairment analysis of the fair value of the remaining goodwill will involve a substantial amount of judgment. At September 30, 2004 and December 31, 2003, United had $1.4 million of recorded goodwill.


Page 7



        SFAS No. 123, “Accounting for Stock-Based Compensation,” requires disclosure about stock-based compensation arrangements regardless of the method used to account for them. As permitted by SFAS No. 123, United has decided to apply the accounting provisions of Accounting Principles Board (APB) Opinion No. 25, and therefore discloses the difference between compensation cost included in net income and the related cost measured by the fair value-based method defined by SFAS No. 123, including tax effects, that would have been recognized in the statement of operations if the fair value method had been used. Under APB Opinion No. 25, no compensation cost has been recognized for United’s stock option plan. Had compensation cost for this plan been determined consistent with SFAS No. 123 and recognized over the vesting period, United’s net income and earnings per share would have been reduced to the pro forma amounts as presented in Note 8 above.

10.   DECONSOLIDATION OF SUBSIDIARY TRUST

        United previously issued $3.0 million of trust preferred securities. Pursuant to FASB Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest Entities,” issued in December 2003, United deconsolidated its trust preferred entities during the first quarter of 2004 and restated the December 31, 2003 balance sheet. As a result, the 2004 and 2003 balance sheets include $3.1 million of subordinated debt, which was previously included on United’s balance sheet as $3.0 million in trust preferred securities, after a consolidation elimination of $.1 million. The overall effect on United’s financial position and operating results of the deconsolidation was not material.

11.   SUBSEQUENT EVENT-SALE OF REAL ESTATE OWNED

        Real estate and other personal property owned at September 30, 2004 and December 31, 2003 included a net carrying value of approximately $.5 million for a duplicate facility. Through September 30, 2004, this facility had been under an operating lease for a monthly rental of approximately $9,000. Monthly expenses for depreciation and utilities averaged approximately $3,800. In October 2004, this duplicate facility was sold for approximately $.5 million.

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

1.   FORWARD LOOKING STATEMENTS

        This Quarterly Report on Form 10-Q and documents incorporated by reference into this Quarterly Report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements, which are subject to change. Forward looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following factors, in addition to those contained in United’s reports on file with the SEC: (i) general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for loan losses, or a reduced demand for United’s products and services; (ii) changes in the domestic interest rate environment, and management’s ability to respond to those changes, could reduce net interest income and could increase loan losses; (iii) changes in the extensive laws, regulations and policies governing financial services companies could alter United’s business environment or affect operations; (iv) the potential need to adapt to industry changes in information technology systems, on which United is highly dependent, could present operational issues or require significant capital spending; (v) competitive pressures could intensify and affect United’s profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments, or bank regulatory reform; (vi) the impact of weather conditions in the geographic markets and business areas in which United conducts it business; and (vii) capital investments in United’s businesses may not produce expected growth in earnings anticipated at the time of the expenditure. Forward-looking statements speak only as of the date they are made, and United undertakes no obligation to update them in light of new information or future events.


Page 8



2.   KEY PERFORMANCE INDICATORS

        The following are considered by executive level management of United to be key performance indicators.

September 30,
2004

September 30,
2003

Capital ratios:            
   Tier 1 leverage ratio     9.38 %  10.83 %
   Tier 1 risk-based capital ratio     11.08 %  13.56 %
   Total risk-based capital ratio     12.33 %  14.81 %
Allowance for loan losses to loans     1.40 %  1.64 %
Book value per share   $ 12.47   $ 13.22  

(In Thousands, from Continuing Operations)
  
Loans receivable, gross   $ 265,870   $ 225,860  
Allowance for loan losses     3,733    3,694  
Nonperforming loans     588    1,039  
Total assets     341,590    307,009  
Total deposits     249,249    228,526  
Net loans to deposits     105.17 %  97.22 %
 
Nine Months Ended
September 30,
2004

September 30,
2003

Net earnings:  
   Return on average assets     1.03 %  1.65 %
   Return on average common equity     12.64 %  16.42 %
Net interest margin     4.22 %  4.01 %
Earnings per share-basic   $ 1.21   $ 1.58  
Earnings per share-diluted     1.17    1.54  
Net loan charge-off     92,321    121,794  
Provision for loan loss     70,000    702,500  

Non Financial:
  
   Full-time employees     120    116  
   New deposit accounts     4,009    3,606  
   Closed deposit accounts     2,761    2,951  
   Full service branches     13    12  
   ATM’s     6    5  


Page 9



3.   MATERIAL CHANGES IN FINANCIAL CONDITION. COMPARISON OF SEPTEMBER 30, 2004 TO DECEMBER 31, 2003.

(In Thousands) Selected Financial Condition Data
 
 
September 30,
2004

December 31,
2003

$
Change

Cash and cash equivalents     $ 20,915   $ 13,514   $ 7,401  
Securities available-for-sale     35,497    43,279    (7,782 )
Restricted stock, at cost     4,211    4,109    102  
Loans held for sale     4,582    3,883    699  
Loans receivable, net     262,137    227,179    34,958  
Premises and equipment, net     8,041    7,512    529  
Real estate and other  
 personal property owned     654    678    (24 )
Goodwill, net     1,422    1,422      
All other assets     4,131    3,241    890  
Total assets     341,590    304,817    36,773  

Deposits
     249,249    227,514    21,735  
Federal Home Loan Bank  
 advances     42,107    31,000    11,107  
Securities sold under  
 agreements to repurchase     13,667    7,889    5,778  
Subordinated debt     3,093    3,093      
All other liabilities     3,099    2,940    159  
Total liabilities     311,215    272,436    38,779  
Stockholders’ equity, net     30,375    32,381    (2006 )

        Total assets increased $36.8 million to $341.6 million at September 30, 2004 from $304.8 million at December 31, 2003. The increase in assets was primarily the result of a net increase in loans receivable and loans held for sale of approximately $35.7 million. Other net increases totaling $1.1 million are detailed in the table above.

        One of the goals of United’s management in 2004 is to build its loan portfolio at Heritage Bank. With only five classified loans at Heritage Bank at September 30, 2004, asset quality is exceptional. Overall loan demand has been steady in 2004, especially for commercial real estate and non-real estate loans. Although the volume of residential mortgage loan refinancing has slowed in 2004 as compared to 2003, activity in the residential mortgage purchase origination market has increased at Heritage Bank during the nine months ended September of 2004, bringing loans held for sale to $4.6 million or an increase of $ .7 million over December 31, 2003 levels. Heritage Bank completed the construction of its new Billings, Montana branch bank building in 2004, adding approximately $.6 million to its net premises and equipment balances. United increased deposits $21.7 million and Federal Home Bank advances $11.1 million in 2004 over December 31, 2003 which have funded the loan growth mentioned above.

        Securities available-for-sale – Securities available-for-sale decreased $7.8 million to $35.5 million at September 30, 2004 from $43.3 million at December 31, 2003. The decrease was the result of $9.0 million of purchases, offset by $16.6 million of maturities and calls, sales and principal repayments. The remaining decrease of $ .2 million was the result of an decrease in the unrealized gain on securities available-for-sale of $ .3 million, net premium amortization of $ .1 million and realized gains on sales of $ .2 million.


Page 10



        A comparison of the amortized cost and estimated fair value of the consolidated available-for-sale investment portfolio at the dates indicated is as follows:

(In thousands)
  
September 30, 2004
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
Value

U.S. Government and federal                    
 agencies     $ 3,000   $ 36   $   $ 3,036  
Mortgage-backed securities       31,284     273     (52 )   31,505  
Municipal bonds       919     37           956  




      $ 35,203   $ 346   $ (52 ) $ 35,497  




 
  December 30, 2003
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
Value

U.S. Government and federal  
 agencies   $ 8,000   $ 119   $ (13 ) $ 8,106  
Mortgage-backed securities    31,374    254    (54 )  31,574  
Municipal bonds    1,825    74        1,899  
Corporate bonds and equity  
 securities    1,526    174        1,700  




    $ 42,725   $ 621   $ (67 ) $ 43,279  





        Loans Receivable and Loans Held for Sale – Net loans receivable increased $34.9 million to $262.1 million at September 30, 2004 from $227.2 million at December 31, 2003. The increase in loans during the first nine months of 2004 was primarily in the real estate loan category. First mortgage loans and contracts secured by real estate increased $17.6 million. Commercial real estate loans increased $5.0 million and all other loans increased $12.3 million.

        Approximately 50% of the increase in net loans receivable was generated in Heritage Bank’s Billings, Bozeman and Kalispell branches. Billings is a new market for Heritage Bank in 2004 with Bozeman and Kalispell continuing to be robust markets. Another approximately 16% of the increase came from Heritage Bank’s Great Falls main branch, which was successful on several larger credits for new customers, and on loans for existing customers who have expanded their operations. Construction loans in the Great Falls branch have also increased as a function of low interest rates and a stable economy. The remaining increase of approximately 34% was spread proportionately between the remaining branches of Heritage Bank.

        Heritage Bank also purchases and participates in commercial and lease financing loans. Heritage Bank had $25.8 million and $32.8 million of participation and purchased loans as of September 30, 2004 and December 31, 2003, respectively.

        During the nine months ended September 30, 2004, loans held for sale increased $ .7 million to $4.6 million at September 30, 2004, as loan originations slightly outpaced secondary market sales. Approximately $106.8 million of residential real estate loans were originated for sale and $106.1 million of residential real estate loans were sold to the secondary market during the nine month period ending September 30, 2004.

        Allowance for Loan Losses — The loan loss reserve was $3.7 million at September 30, 2004 and December 31, 2003. The loan loss reserve at September 30, 2004 is an amount which management believes is adequate given the relatively low level of non-performing loans and management’s assessment of loan risk. The allowance for loan losses to total loans at September 30, 2004 was 1.40%.


Page 11



        Loans receivable, net of unamortized net deferred loan fees, at the dates indicated are summarized as follows:

(In thousands)
   
September 30,
2004

December 31,
2003

First mortgage loans and contracts secured            
  by real estate   $ 95,497   $ 77,942  
Commercial real estate loans     53,194    48,235  
Commercial loans     57,721    53,985  
Auto and other consumer loans     30,736    27,087  
Second mortgage consumer loans     6,305    5,502  
Agricultural loans     18,334    14,511  
Tax exempt municipal loans     2,796    2,431  
Savings account and other loans     1,287    1,241  


      265,870    230,934  
         Less: Allowance for loan losses     (3,733 )  (3,755 )


    $ 262,137   $ 227,179  



        A summary of activity in the allowance for loan losses for the dates indicated are as follows:

(In thousands) Nine Months Ended
September 30, 2004

Year Ended
December 31, 2003

Balance, beginning of period     $ 3,755   $ 3,113  
Provision for loan losses     70    778  
Losses charged off     (157 )  (148 )
Recoveries     65    12  


Balance, end of period   $ 3,733   $ 3,755  



        Non-Performing Assets – When a borrower fails to make a scheduled payment on a loan and does not cure the delinquency within 15 days, United’s policy is to contact the borrower between the 15th and 30th day of delinquency to establish a repayment schedule. If a loan is not current, or a realistic repayment schedule is not being followed by the 90th day of delinquency, United will generally proceed with legal action to foreclose the property after the loan has been contractually delinquent for 90 days. Loans contractually past due for 90 days are classified as non-performing. However, not all loans past due for 90 days automatically result in the non-accrual of interest income. If a 90 day past due loan has adequate collateral, or is FHA insured or VA guaranteed, leading to the conclusion that no loss of principal and interest would likely be realized, then interest income will continue to be accrued.

        Heritage Bank follows regulatory guidelines with respect to placing loans on non-accrual status. When a loan is placed on non-accrual status, all previously accrued and uncollected interest is reversed. At September 30, 2004, Heritage Bank had non-accrual loans totaling $ .3 million and loans totaling $ .2 million past due for 90 days and still accruing interest. At December 31, 2003 by comparison, Heritage Bank’s non-accrual loans totaled $.5 million and loans past due for 90 days and still accruing totaled $.3 million.

        Heritage Bank is required to review, classify and report to the Board of Directors their assets on a regular basis and classify them as “substandard” (the distinct possibility that some loss will be sustained), “doubtful” (high likelihood of loss), or “loss” (uncollectible). Adequate valuation allowances are required to be established for assets classified as substandard or doubtful in accordance with generally accepted accounting principles. If an asset is classified as a loss, the institution must either establish a specific valuation allowance equal to the amount classified as loss or charge off such amount. At September 30, 2004 and December 31, 2003, Heritage Bank had no assets classified as losses. At both September 30, 2004 and December 31, 2003, Heritage Bank had no assets classified as doubtful. At September 30, 2004 and December 31, 2003, Heritage Bank had $ .4 and $ .6 million of reported substandard assets, respectively. As a percent of total Heritage Bank assets, substandard assets were approximately .11% and .19% at September 30, 2004 and December 31, 2003, respectively. At September 30, 2004


Page 12



and December 31, 2003, impaired loans were $ .4 and $ .6 million, respectively. Impaired loans included those loans classified as either substandard or doubtful.

        Deposits – Deposits increased $21.7 million to $249.2 million at September 30, 2004 from $227.5 million at December 31, 2003. This increase primarily resulted from a combination of competitive rates on all deposit offerings, and Heritage Bank’s commitment to community banking, both of which continue to attract depositors. Deposits have increased $7.2 million at Heritage Bank’s new Billings branch, which opened during the first quarter of 2004. Also at September 30, 2004, Heritage Bank held $5.0 million in brokered deposits. Heritage Bank held no brokered deposits at December 31, 2003.

(In thousands) September 30,
2004

December 31,
2003

Demand accounts     $ 47,985     19.3 % $ 36,551    16.1 %
NOW and money market accounts     31,963     12.8    33,300    14.6  
Savings accounts     56,834     22.8    54,897    24.1  
Certificate of deposits     112,467     45.1    102,766    45.2  




    $ 249,249     100.0 % $ 227,514    100.0 %





        Borrowed Funds — FHLB advances increased $11.1 million from $ 31.0 million at December 31, 2003 to $42.1 million at September 30, 2004. The increase of $11.1 million was a net result of $57.7 million in advances and $46.6 million in repayments. Securities sold under agreements to repurchase increased $5.8 million to $13.7 million at September 30, 2004 from $7.9 million at December 31, 2003.

        Stockholders’ Equity – Stockholders’ equity totaled $30.4 and $32.4 million at September 30, 2004 and December 31, 2003, respectively. Stockholder’s equity activity included $2.9 million of net income for the nine months ended September 30, 2004 less cash dividends declared of $4.4 million, and a $ .6 million decrease due to purchases of corporate stock. A special one-time dividend of $1.00 per share payable June 1, 2004 was declared as a result of the increased earnings in 2003 and the current overall financial condition of the company. In addition $ .2 million in stock was issued under employee stock option plans. Finally, the equity adjustment for the change in market values of securities available-for-sale decreased $ .1 million.

4.   MATERIAL CHANGES IN RESULTS OF OPERATIONS–COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003.

(In thousands) Selected Income Statement Data
(Unaudited) Three Months Ended September 30,
2004
2003
$ Change
% Change
Interest income     $ 4,735   $ 4,397    338    7.7 %
Interest expense     1,339    1,417    (78 )  (5.5 )




 Net interest income     3,396    2,980    416    13.9  
Provision for losses on loans        128    (128 )  100.0  




Net interest income after  
  provision for losses on loans     3,396    2,852    544    19.1  
Non-interest income     1,159    1,756    (597 )  34.0  
Non-interest expense     2,927    3,159    (232 )  7.4  




 Income from continuing operations  
   before income taxes     1,628    1,449    179    12.3  
Income taxes     614    438    176    40.2  




 Income from continuing  
  operations     1,014    1,011    3    .3  
 Gain on discontinued operations  
  (net of tax)        723    (723 )  100.0  




Net income   $ 1,014   $ 1,734    (720 )  41.5 %





        Net Income from Continuing Operations– United had net income from continuing operations of $1.0 million, or basic and diluted earnings per share of $ .42 and .40, respectively, for the three months ended September 30, 2004. For the three months ending September 30, 2003, United had income from continuing operations of $1.0 million, or basic and diluted


Page 13



earnings per share of $ .41 and .40, respectively. The decrease in net income in 2004 over 2003 was principally due to the $ .7 million of income from discontinued operations in 2003, or basic and diluted earnings per share of $ .30 and .29, respectively.

        Net Interest Income – Like most financial institutions, the most significant component of United’s earnings is net interest income, which is the difference between the interest earned on interest-earning assets (loans, investment securities, mortgage-backed securities and other interest-earning assets), and the interest paid on deposits and borrowings. This amount, when divided by average interest-earning assets, is referred to as the net interest margin, expressed as a percentage. Net interest income and net interest margins are affected by changes in interest rates, the volume and the mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. The difference between the yield on interest-earning assets and the cost of interest-bearing liabilities expressed as a percentage is referred to as the net interest-rate spread. Net interest income increased $ .4 million from $3.0 million for the three months ended September 30, 2003 to $3.4 million for the three months ended September 30, 2004. Net interest margin increased .37% from 3.98% for the three month period ended September 30, 2003 to 4.35% for the three month period ended September 30, 2004. Net interest spread increased .46% from 3.85% for the three month period ended September 30, 2003 to 4.31% for the three month period ended September 30, 2004. Increased volume of interest-earning assets, specifically loans, and decreased weighted average interest rates paid on customer deposits resulted in an increase in both net interest margin and net interest spread. Average loans as a percentage of average earning assets were 84.9% and 78.9% for the quarters ended September 30, 2004 and 2003, respectively.

        Interest Income – Interest income increased $ .3 million from $4.4 million for the three month period ended September 30, 2003 to $4.7 for the three month period ended September 30, 2004. For the three month period ended September 30, 2004, compared to the three month period ended September 30, 2003, interest on loans receivable increased $ .3 million, and interest on mortgage-backed securities, investments and interest on other interest-earning assets remained at $.4 million.

        Interest Expense – Interest expense decreased $ .1 million from $1.4 million for the three month period ended September 30, 2003 to $1.3 million for the three month period ended September 30, 2004. Although the average balance of deposits increased $6.0 million for the third quarter ended 2004 compared to the same quarter in 2003, lower interest rates during the third quarter of 2004 allowed for a decrease in interest expense on deposits of $.2 million during the third quarter of 2004 compared to the same quarter in 2003.

        For the three month period ended September 30, 2004, compared to the three month period ended September 30, 2003, interest on other borrowings increased $ .1 million. The average balance of other borrowings increased $20.0 million for the quarter ended September 30, 2004 as compared to 2003. The combination of the increase in borrowings and lower interest rates on borrowed funds in 2004 resulted in a $ .1 million increase in interest expense on other borrowings in the third quarter of 2004 compared to the same period in 2003.

        Provision for Loan Losses – United made no loan loss provision in the third quarter ended September 30, 2004. Asset quality at Heritage Bank has remained strong. Heritage Bank’s past due and non-accrual loans totaled .28% and .46% of total loans at September 30, 2004 and 2003, respectively.

        The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level which is considered adequate to absorb losses inherent in the loan portfolio in accordance with GAAP. Future additions to United’s allowance for loan losses and any change in the related ratio of the allowance for loan losses to non-performing assets are dependent upon the performance and composition of United’s loan portfolio, the economy, inflation, changes in real estate values and interest rates and the view of the regulatory authorities toward adequate reserve levels.

        Non-interest Income – In addition to net interest income, United generates significant non-interest income from a range of retail banking services, including mortgage banking activities and service charges for deposit services. Non-interest income decreased $ .6 million from $1.8 million for the three month period ended September 30, 2003 to $1.2 million for the three month period ended September 30, 2004, due to a decrease in gain on sale of loans, which is discussed further below.

        United’s loan demand continued to be strong in the residential mortgage market, and particularly the purchase origination market, during the three month period ended September 30, 2004, as interest rates continued to be at levels which were attractive to customers in the residential mortgage market. As explained above, interest income and interest margins improved in the third quarter of 2004 as compared to 2003. Based on the number of loans originated for the three and nine months ended September 30, 2004 and 2003, purchase originations were down only 13.0% and 12.7%, respectively, in 2004 over 2003. United has seen a significant decline, however, in its residential mortgage refinancing market. Again based on


Page 14



number of loans originated for the three and nine months ended September 30, 2004 and 2003, refinances were down 81.0% and 74.1%, respectively, in 2004 compared to 2003. Gain on sale of loans decreased $ .6 million for the three month period ending September 30, 2004 to $ .7 million from $1.3 million for the same period in 2003. This decrease is a direct result of the decline in the home mortgage refinancing market mentioned above. The following table illustrates the comparison of number of loans originated for the three and nine month periods ended September 30, 2004 and 2003.

Number of Loans Originated
Three Months Ended

September 30,
2004

September 30,
2003

% Change
Purchase originations       214    246    (13.0 )%
Refinance originations     77    405    (81.0 )%


   Total     291    651  


 
Nine Months Ended
September 30,
2004

September 30,
2003

% Change
Purchase originations     527    604    (12.7 )%
Refinance originations     343    1,325    (74.1 )%


   Total     870    1,929  



        Non-interest Expense – United’s non-interest expense decreased $ .2 million during the three month period ending September 30, 2004 as compared to the same period in 2003. This decrease was principally due to the decreased personnel expenses associated with commissions to loan originators in United’s mortgage banking department, as a result of the decline in the home mortgage refinancing market discussed previously.

5.   MATERIAL CHANGES IN RESULTS OF OPERATIONS–COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003.

(In thousands) Selected Income Statement Data
(Unaudited) Nine Months Ended September 30,
2004
2003
$ Change
% Change
Interest income     $ 13,470   $ 13,431    39    .3 %
Interest expense     3,795    4,645    (850 )  (18.3 )




 Net interest income     9,675    8,786    889    10.1  
Provision for losses on loans     70    703    (633 )  (90.0 )




Net interest income after  
  provision for losses on loans     9,605    8,083    1,522    18.8  
Non-interest income     3,310    5,134    (1,824 )  (35.5 )
Non-interest expense     8,208    8,627    (419 )  (4.9 )




 Income from continuing  
  operations before income taxes     4,707    4,590    117    2.5  
Income taxes     1,773    1,621    152    9.4  




 Net income from continuing  
  Operations     2,934    2,969    (35 )  (1.2 )
Gain on discontinued operations (net of tax)        891    (891 )  (100.0 )




Net income   $ 2,934   $ 3,860    (926 )  (24.0 )%





        Net Income from Continuing Operations – United had net income from continuing operations of $2.9 million, or basic and diluted earnings per share of $1.21 and $1.17, respectively, for the nine months ended September 30, 2004. For the same period in 2003, United had net income from continuing operations of $3.0 million, or basic and diluted earnings per share of $1.22 and $1.18, respectively. The decrease in net income for the nine months ended September 30, 2004 as compared to the same period in 2003 was due to the $ .9 million decrease in income from discontinued operations, or basic and diluted earnings per share of $ ..36.


Page 15



        Net Interest Income – Net interest income increased $ .9 million from $8.8 million for the nine months ended September 30, 2003 to $9.7 million for the nine months ended September 30, 2004. Net interest margin increased .21% to 4.22% for the nine month period ended September 30, 2004 from 4.01% for the same period last year. Net interest spread increased .26% to 4.15% for the nine month period ended September 30, 2004 from 3.89% for the same period last year. Total interest income increased $ .1 million, and interest expense decreased $ .8 million, resulting in a net increase in net interest income of $ .9 million.

        Interest Income – Interest income increased $ .1 million from $13.4 million for the nine month period ended September 30, 2003 to $13.5 million for the nine month period ended September 30, 2004. For the nine month period ended September 30, 2004, compared to the same period in 2003, interest on loans receivable increased $ .2 million, and interest on mortgage-backed securities, investments and interest on other interest-earning assets decreased $ .1 million.

        Interest Expense – Interest expense decreased $ .8 million from $4.6 million for the nine month period ended September 30, 2004 to $3.8 million for the nine month period ended September 30, 2004. For the nine month period ended September 30, 2004, compared to the same period in 2003, interest on deposits decreased $ .8 million. Although the average balances of deposits increased $6.9 million for the nine month period ended September 30, 2004 compared to the same period in 2003, lower weighted average interest rates paid on customer deposits resulted in a decrease in interest expense on deposits of $ .8 million for the nine month period ended September 30, 2004, compared to the same period in 2003. Average balances of other borrowings increased $8.6 million from September 30, 2004 to 2003. The combination of the increase in borrowings offset by lower interest rates in 2004, resulted in keeping interest expense on other borrowings at approximately $1.3 million in both of the nine month periods ending September 2004 and 2003.

        Non-interest Income – Non-interest income was $3.3 million for the nine months ended September 30, 2004 compared to $5.1 million for the same period in 2003. The 2003 income consisted primarily of a record $4.4 million gain on sale of loans in the first nine months of 2003, an increase of $2.0 million or 80.2% over the same period in 2002. For the nine months ended September 30, 2004, gain on sale of loans totaled $1.9 million, which is a decrease of $2.2 million as compared to the record setting 2003 balance, but which is again consistent with 2002 levels. Based on number of loans, the refinancing activity in United’s home mortgage market has decreased 76.1% from 2003 levels. As noted previously, this mortgage refinancing marked decline was offset by increased margins from United’s core banking business.

        Customer service charges represented $ .8 million in income, up $.1 million from 2003. Non-interest income for 2004 also includes $.2 million in gain on sale of investment securities. The remaining $.4 million in income was comprised of loan servicing fees and other income which remained consistent from 2003 to 2004.

        Non-interest Expense – United’s non-interest expense decreased $.4 million during the nine month period ending September 30, 2004 as compared to the same period in 2003. This increase was principally due to decreased personnel expenses associated with commissions to loan originators in United’s mortgage banking department, as a result of the decline in the refinancing market. Increases of $.3 million in net occupancy and equipment expense were offset by decreases in the same amount in marketing and business development and other expenses.

6.   ASSET/LIABILITY MANAGEMENT

        United’s earnings depend to a large extent on the level of its “net interest income.” Net interest income depends upon the difference (referred to as “interest rate spread”) between the yield on United’s loan and investment portfolios and interest-earning cash balances (“interest-earning assets”), and the rates paid on its deposits and borrowings (“interest-bearing liabilities”). Net interest income is further affected by the relative amounts of United’s interest-earning assets and interest-bearing liabilities. In recent years, United’s interest-earning assets have exceeded interest-bearing liabilities. However, when interest-earning assets decrease as a result of non-accrual loans and investments in non-interest earning assets, net interest income and interest rate spread also decrease and any continued decrease in the level of interest-earning assets would generally result in a negative impact on earnings.

        One of the primary objectives of United’s management has been to restructure United’s balance sheet to reduce its vulnerability to changes in interest rates (“interest rate risk”). Commercial banking institutions can suffer from a mismatch in the term to maturity of their assets and liabilities, with mortgage loan assets tending to be of a much longer term than deposits, the primary liabilities of commercial banking institutions. In periods of rising interest rates, this mismatch can render commercial banking institutions vulnerable to increases in costs of funds (deposits and borrowings) that can outstrip increases


Page 16



in returns on longer-term fixed rate loans and investments, resulting in a decrease in positive interest rate spread and lower earnings.

        Several strategies have been employed by United to minimize the mismatch of asset and liability maturities. Heritage Bank has maintained a policy of selling the majority of newly-originated long-term (15 to 30-year maturity) fixed-rate mortgage loans to the secondary market. These loans are sold at their outstanding principal balance, which is the prearranged contract purchase price, and therefore, the amount recognized on the income statement caption gain on sale of loans represents fee income only. United promotes the origination and retention of loans providing for periodic interest rate adjustments, shorter terms to maturity or balloon payment provisions. United also emphasizes investment in adjustable rate or shorter-term mortgage-backed securities and other interest-earning investments. When maturities of loans increase, United offsets the increased interest rate risk with matching funds and maturities with FHLB borrowings.

7.   LIQUIDITY AND CAPITAL RESOURCES

        United’s primary sources of funds are deposits, FHLB borrowings, repurchase agreements, proceeds from loan sales, and loan and mortgage-backed securities repayments. While maturities and scheduled amortization of loans and mortgage-backed securities are a predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions and competition. In a period of declining interest rates, loan prepayments and or refinancing activity generally increase. As a result, these proceeds from loan prepayments generally would be invested in lower yielding loans or other investments which have the effect of reducing interest income. In a period of rising interest rates, loan prepayments and or refinancing activity would generally decrease and the proceeds from such prepayments generally would be invested in higher yielding loans or investments which would have the effect of increasing interest income.

        United is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on United’s operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, United must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting guidelines. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

        Quantitative measures established by regulation to ensure capital adequacy require United to maintain minimum amounts and ratios (set forth in the table below). As of September 30, 2004 United met all capital adequacy requirements to which it is subject.

Actual
Minimum for capital
adequacy purposes

(In thousands) Amount
Ratio
Amount
Ratio
September 30, 2004:                    
    Total capital   $ 35,305    12.33 % $ 22,914    8.0 %
    Tier I capital    31,723    11.08          
    Tier I leverage    31,723    9.38    13,524    4.0  

8.   OFF-BALANCE SHEET ARRANGEMENTS

          United is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit and involve, to varying degrees, elements of credit risk. United’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. United uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.


Page 17



        Financial instruments outstanding at September 30 at Heritage Bank whose contract amounts represent credit risk include:

(In thousands) 2004
2003
Unused lines of credit     $ 46,037   $ 62,183  
Commitments outstanding- variable rate     5,091    3,545  
Unfunded commitments under Bankcard arrangements     2,698    2,508  
Letters of credit     766    134  

        The majority of Heritage Bank’s loans, commitments, and standby letters of credit have been granted to customers in Heritage Bank’s market area, primarily central and western Montana. Substantially all such customers are also depositors of Heritage Bank. The concentrations of credit by type of loan are set forth above. The distribution of commitments to extend credit approximates the distribution of loans outstanding. Outstanding commitments and standby letters of credit were granted primarily to commercial borrowers as of September 30, 2004.

        At September 30, 2004, Heritage Bank had outstanding commitments to originate loans of $6.8 million, on 1-4 family mortgages . These loans are to be secured by properties located in Heritage Bank’s primary market areas. Heritage Bank anticipates that it will have sufficient funds available to meet current loan commitments. By comparison, such outstanding commitments at June 30, 2004 totaled $12.5 million.

9.   TABLE OF CONTRACTUAL OBLIGATIONS

        The following table presents United’s contractual obligations as of September 30, 2004.

(In thousands) September 30, 2004
1 Year or
Less

1 – 3
Years

4 – 5
Years

5 Years
and Beyond

Total
FHLB advances     $ 19,500   $ 9,000   $ 13,607   $   $ 42,107  
Securities sold under  
  agreements to repurchase    10,047    474    38    3,108    13,667  
Operating leases    117    177    70    1,663    2,027  
Subordinated debt                3,093    3,093  





Total   $ 29,664   $ 9,651   $ 13,715   $ 7,864   $ 60,894  





ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        Market Risk – Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices such as interest rates, foreign currency exchange rates, commodity prices and equity prices. Since United’s earnings depend on its level of interest rate spread, its primary market risk exposure is interest rate risk (“IRR”).

        Interest Rate Risk – United has established a formal IRR policy, and Heritage Bank has an Asset/Liability Management Committee (“ALCO”) and an Investment Committee, which meet at least quarterly to review and report on management’s efforts to minimize IRR. Several asset/liability management strategies have been employed by United to minimize its exposure to IRR. These include selling most newly-originated long-term fixed-rate mortgages, promoting the origination and retention of loans providing for periodic interest rate adjustments, shorter terms to maturity or balloon provisions, and investing in adjustable rate or shorter-term mortgage-backed securities and other interest-earning investments.

        The Asset/Liability Management Committee utilizes an institutional funds management service detailed simulation model to quantify the estimated exposure of net interest income (“NII”) to sustained interest rate changes. The model predicts the impact of changing interest rates on the interest income received and interest expense paid on assets and liabilities. This


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sensitivity analysis is compared to ALCO policy limits which specify a maximum tolerance level for NII given a 200 basis point (bp) rise or decline in interest rates.

        The following summarizes the sensitivity analysis for the Banks as of June 30, 2004, the most recent information available. Management believes there has been no material change in interest rate risk since June 30, 2004. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein in Item 2 and refer to the Interest Rate Risk Management discussion included in United’s Annual Report on Form 10-K for the year ended December 31, 2003.

Estimated increase (decrease)
in net interest income:

  +200 bp
-200 bp

0-90 days
    $ (17,824 ) $ (76,988 )
91-360 days    (295,665 )  (92,767 )
2 years    (594,458 )  (188,223 )
3 years    (857,236 )  (319,693 )

        The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of assets and liability cash flows and others. Sensitivity analysis does not reflect actions that United might take in responding to or anticipating changes in interest rates.

ITEM 4   CONTROLS AND PROCEDURES.

        Under the supervision and with the participation of United’s management, including United’s Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of United’s disclosure controls and procedures. The Chief Executive Officer and Chief Financial Officer have concluded, based on that evaluation as of the end of the period covered by this report, that United’s disclosure controls and procedures (as defined in section 13a-15(e) of the Securities Exchange Act of 1934, as amended) are adequately designed to ensure that information required to be disclosed by United in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within periods specified in applicable rules and forms.

        There were no changes made in United’s internal control over financial reporting (as defined in section 13a-15(f) of the Securities Exchange Act of 1934, as amended) during United’s third quarter that have materially affected, or is reasonably likely to materially affect, this internal control.

PART II – OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS.

        Although not involved in any material pending litigation as of September 30, 2004, United is a plaintiff in various legal proceedings arising in the normal course of business. In the opinion of management, the disposition of current litigation will not have a material effect on United’s consolidated financial position, results of operations, or liquidity.










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

Issuer Purchases of Equity Securities

Period Total Number
of Shares Purchased
Average Price Paid
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Maximum Number of Shares That May Yet Be Purchased Under The Program (1)

July 1 to                  
July 31, 2004        116,700 
August 1 to 
August 31, 2004        116,700 
September 1 to 
September 30, 2004        115,000 

(1)   A stock repurchase program was announced by United on September 22, 2003 and was scheduled to expire on September 22, 2004. Under that program, United was authorized to purchase up to 150,000 shares of its common stock at an aggregate purchase price not to exceed $3.9 million. The program was extended on September 22, 2004 for twelve months. Under the extended program, United may purchase up to 115,000 shares of its common stock at an aggregate purchase price not to exceed $2.8 million.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES.

  None

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

  None

ITEM 5   OTHER INFORMATION.

  None

ITEM 6   EXHIBITS.

  Exhibits

      3.1   Articles of Incorporation of United Financial Corp., as amended (incorporated by reference to Exhibit 3.1 of United’s Annual Report on Form 10-K dated March 31, 1998).
      3.2   Bylaws of United Financial Corp., as amended (incorporated by reference to Exhibit 3.1 of United’s Annual Report on Form 10-K dated March 31, 1998)
    31.1   Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    31.2   Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    32.1   Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    32.2   Certification of chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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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:

United Financial Corp.

Date November 10, 2004     /s/   Kurt R. Weise    
    Kurt R. Weise  
    Chairman and Chief  
    Executive Officer  
    (Duly Authorized Officer and  
    Principal Executive Officer)  
   
   
Date November 10, 2004    /s/   Paula J. Delaney   
    Paula J. Delaney  
    Chief Financial Officer  
    (Principal Financial and  
    Accounting Officer)  












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