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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

COMMISSION FILE NUMBER: 001-15215

GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices) (Zip Code)

(402) 333-8330

(Registrant’s telephone number, including area code)

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

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

NONE

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form10-K:  x

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

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

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

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FORWARD-LOOKING STATEMENTS

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

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

PART I

ITEM 1. BUSINESS

THE COMPANY

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

THE BANKS

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

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

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

GREAT WESTERN SERVICE CORPORATION

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

STRATEGIES

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

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

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

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LENDING ACTIVITIES

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

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

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

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

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

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

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

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

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

COMPETITION

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

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

EMPLOYEES

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

SUPERVISION AND REGULATION

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

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

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

Recent regulatory developments. On October 26, 2001, President Bush signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”). Among its other provisions, the USA PATRIOT Act requires each financial institution: (i) to establish an anti-money laundering program; (ii) to establish due diligence policies, procedures and controls with respect to its private banking accounts involving foreign individuals and certain foreign banks; and (iii) to avoid establishing, maintaining, administering, or managing correspondent accounts in the United States for, or on behalf of, foreign banks that do not have a physical presence in any country. The USA PATRIOT Act also requires the Secretary of the Treasury to prescribe minimum standards that financial institutions must follow to verify the identity of customers, both foreign and domestic, when a customer opens an account. In addition, the USA PATRIOT Act contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. Most specific provisions took effect October 1, 2003. At this time, the provisions of the USA PATRIOT Act will not have a material impact on the business of Great Western and its subsidiaries.

On July 30, 2002, the President signed into law the Sarbanes-Oxley Act of 2002 (the “Act”), which mandated a variety of reforms intended to address corporate and accounting fraud. The Act provides for the establishment of a new Public Company Accounting Oversight Board (“PCAOB”), which will enforce auditing, quality control and independence standards for firms that audit SEC reporting companies and will be funded by fees from all SEC reporting companies. The Act imposes higher standards for auditor independence and restricts provision of consulting services by auditing firms to companies they audit and in addition, certain audit partners must be rotated periodically. The Act requires chief executive officers and chief financial officers, or their equivalents, to certify to the accuracy of periodic reports filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement. In addition, under the Act, counsel will be required to report specific violations; directors and officers of issuer, and persons who directly or indirectly are beneficial owners of more than 10 percent of any class of equity security which is registered pursuant to Section 12 must report changes in their ownership of a company’s registered securities; and executives will have restrictions on trading, and loans. The Act also increases the oversight and authority of audit committees of publicly traded companies. Although Great Western anticipates it will incur

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additional expense in complying with the provisions of the Act and the related rules, management does not expect that such compliance will have a material impact on Great Western’s financial condition or results of operation. Certain provisions of the Act were effective immediately upon passage or at various times in fiscal 2003 and 2004. Other provisions of the Act will be effective after fiscal 2004.

The Check Clearing for the 21^st Century Act, also known as Check 21, which becomes effective on October 28, 2004 is expected to revamp the way banks process checks. Check 21 will facilitate check truncation, a process which eliminates the original paper check from the clearing process. Instead, many checks will be processed electronically. Under Check 21, as a bank processes a check, funds from the check writer’s account are transferred to the check depositor’s account, and an electronic image of the check, a processable printout known as a substitute check or Image Replacement Document (IRD), will be considered the legal equivalent of the original check. Banks can choose to send substitute checks as electronic files to be printed on-site or in close proximity to the paying bank. For financial institutions and their clients, these changes have the potential to reduce costs, improve efficiency in check collections and accelerate funds availability, while alleviating dependence on the national transportation system.

GREAT WESTERN

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

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

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

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

The Federal Reserve has adopted a system using risk-based capital adequacy guidelines to evaluate the regulatory capital adequacy of bank holding companies on a consolidated basis. Under the risk-based capital guidelines, different categories of assets are assigned different risk weights, based generally on the perceived credit risk of the asset. These risk weights are

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

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

In addition to the risk-based capital guidelines, the Federal Reserve and the FDIC use a leverage ratio as an additional tool to evaluate the capital adequacy of banks and bank holding companies. The leverage ratio is defined to be a company’s core capital divided by its average tangible assets for the preceding quarter. Based upon the current capital status of Great Western, the applicable minimum required leverage ratio is 4%. Great Western’s leverage ratio at June 30, 2004 was 5.90%.

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

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

THE BANKS

General. Great Western owns three banks: Great Western Bank, Omaha, Nebraska, a Nebraska banking corporation with 17 banking locations; Great Western Bank, Watertown, South Dakota, a South Dakota banking corporation with 23 banking locations; and Great Western Bank, Clive, Iowa, an Iowa corporation with 31 banking locations. The FDIC insures the deposits of each bank and the banks are subject to supervision and regulation by the FDIC. In addition, Great Western Bank, Omaha is regulated by the Nebraska Department of Banking and Finance; the South Dakota Division of Banking regulates Great Western Bank, Watertown; and the Iowa Division of Banking regulates Great Western Bank, Clive.

Permissible Activities. No state bank may engage in any activity not permitted for national banks, unless the institution complies with applicable capital requirements and the FDIC

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determines that the activity poses no significant risk to its Bank Insurance Fund. None of Great Western’s banks is presently involved in the types of activities covered by this limitation. Under the Financial Modernization Act and rules adopted pursuant thereto, banks may create financial subsidiaries to engage in activities that are “financial in nature.” None of Great Western’s bank subsidiaries have elected to do so, but may do so in the future.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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CHANGING REGULATORY STRUCTURE

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

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

ECONOMIC ENVIRONMENT

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

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

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

ITEM 2. PROPERTIES

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

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

PART II

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

MARKET INFORMATION AND HOLDERS

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

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

DIVIDENDS

Common stock dividends declared for fiscal year 2004 totaled $820,000, or $6.60 per common share, compared to $751,000 or $6.00 per common share in fiscal year 2003. In 2002, dividends of $751,000, or $6.00 per common share were declared.

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

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

ITEM 6. SELECTED FINANCIAL DATA

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

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

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

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

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

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

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CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

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

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

MERGERS AND ACQUISITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

On February 23, 2004, Great Western Bank, Clive acquired six branches located in Albany, Bethany, Grant City, Milan, Sheridan, and Unionville, Missouri from Bank Midwest N.A. The results of operation of the six branches after the date of acquisition are included in the consolidated financial statements. The average amortization period for the core deposit and other intangible assets is five years.

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

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

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

SUBSEQUENT EVENTS

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

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

RESULTS OF OPERATION

GENERAL

Net income for the year ended June 30, 2004 was $25,331,000, an increase of $9,400,000 when compared to net income of $15,931,000 for the year ended June 30, 2003. The increase in net income was a result of net interest income after provision for loan losses increasing $4,604,000, a decrease in non-interest expense of $9,100,000 and an increase in the provision for income taxes of $4,246,000. The decrease in non-interest expense was primarily due to the decreased expense of amortization of mortgage servicing rights, which includes a partial recovery of the mortgage servicing rights valuation allowance, of $13,735,000 offset by a $2,237,000 increase in salary and benefits. Net income for the year ended June 30, 2003 was $15,931,000, an increase of $2,714,000 when compared to net income of $13,217,000 for the year ended June 30, 2002. The increase in net income was a result of net interest income after provision for loan losses increasing $10,827,000 and non-interest income increasing $9,457,000; offset by an increase in non-interest expense of $15,142,000 and an increase in the provision for income taxes of $2,446,000.

Great Western’s return on average assets was 1.11% for the year ended June 30, 2004 compared to 0.76% for the year ended June 30, 2003. This increase is due to fiscal net income increasing 59.00% compared to an 8.26% increase in average assets. The net income increase was substantially affected by the reduction in amortization and valuation adjustment expense for mortgage servicing rights to $1,623,000 for the year ended June 30, 2004 compared to $15,358,000 for the year ended June 30, 2003. Great Western’s return on average assets was 0.76% for the year ended June 30, 2003 compared to 0.71% for the year ended June 30, 2002. This increase is due to fiscal net income increasing 20.53% compared to an 11.83% increase in average assets.

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NET INTEREST INCOME

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

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

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

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

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

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

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

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

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

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PROVISION FOR LOAN LOSSES

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

The provision for loan losses for the year ended June 30, 2004, was $4,324,000 compared to $4,371,000 for the year ended June 30, 2003. This represents a decrease of $47,000, or 1.08%. The decrease is due to a decline in charge offs, an increase in recoveries; and management’s assessment of risk in the loan portfolio resulting in a slight increase in the loan loss reserve. The provision for loan losses for the year ended June 30, 2003, was $4,371,000 compared to $6,067,000 for the year ended June 30, 2002. This represents a decrease of $1,696,000, or 27.95%. This decrease is due to management assessing less risk in the loan portfolio. See “Non-performing Loans” and “Allowance for Loan Losses”.

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OTHER INCOME

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