First Interstate BancSystem - 10-Q quarterly report FY2014 Q2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________________________

FORM 10-Q

________________________________________________________________________________________________________


ý	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2014


¨	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

COMMISSION FILE NUMBER 001-34653

________________________________________________________________________________________________________

First Interstate BancSystem, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________



Montana		81-0331430
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

401 North 31st Street, Billings, MT		59116-0918
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 406/255-5390

______________________________________________________________

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 filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	ý

Non-accelerated filer	¨	Smaller reporting company	¨

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

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock:



	June 30, 2014 – Class A common stock		20,269,171
	June 30, 2014 – Class B common stock		23,985,841

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES Quarterly Report on Form 10-Q Index

		Page
Part I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets - June 30, 2014 and December 31, 2013	3

	Consolidated Statements of Income - Three and Six Months Ended June 30, 2014 and 2013	4

	Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2014 and 2013	5

	Consolidated Statements of Changes in Stockholders’ Equity - Six Months Ended June 30, 2014 and 2013	6

	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2014 and 2013	7

	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45

Item 4.	Controls and Procedures	45

Part II.	Other Information

Item 1.	Legal Proceedings	46

Item 1A .	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	47

Signatures		49

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited)

	June 30, 2014			December 31, 2013
Assets
Cash and due from banks	$	168,600		$	141,663
Federal funds sold	3,512			672
Interest bearing deposits in banks	331,536			392,492
Total cash and cash equivalents	503,648			534,827
Investment securities:
Available-for-sale	1,506,996			1,947,706
Held-to-maturity (estimated fair values of $592,682 and $205,926 at June 30, 2014 and December 31, 2013, respectively)	586,989			203,837
Total investment securities	2,093,985			2,151,543
Loans held for investment	4,449,699			4,303,992
Mortgage loans held for sale	56,663			40,861
Total loans	4,506,362			4,344,853
Less allowance for loan losses	78,266			85,339
Net loans	4,428,096			4,259,514
Goodwill	183,673			183,673
Premises and equipment, net of accumulated depreciation	180,341			179,690
Company-owned life insurance	138,899			122,175
Other real estate owned (“OREO”)	16,425			15,504
Accrued interest receivable	26,497			26,450
Mortgage servicing rights, net of accumulated amortization and impairment reserve	13,443			13,546
Deferred tax asset, net	—			12,154
Core deposit intangibles, net of accumulated amortization	3,811			4,519
Other assets	62,561			61,056
Total assets	$	7,651,379		$	7,564,651
Liabilities and Stockholders’ Equity
Deposits:
Non-interest bearing	$	1,533,484		$	1,491,683
Interest bearing	4,645,558			4,642,067
Total deposits	6,179,042			6,133,750
Securities sold under repurchase agreements	462,985			457,437
Accounts payable and accrued expenses	42,693			47,523
Accrued interest payable	5,316			4,963
Deferred tax liability	3,427			—
Long-term debt	36,893			36,917
Other borrowed funds	20			3
Subordinated debentures held by subsidiary trusts	82,477			82,477
Total liabilities	6,812,853			6,763,070
Stockholders’ equity:
Nonvoting noncumulative preferred stock without par value; authorized 100,000 shares; no shares issued and outstanding as of June 30, 2014 or December 31, 2013	—			—
Common stock	283,697			285,535
Retained earnings	560,469			532,087
Accumulated other comprehensive loss, net	(5,640		)	(16,041		)
Total stockholders’ equity	838,526			801,581
Total liabilities and stockholders’ equity	$	7,651,379		$	7,564,651

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Interest income:
Interest and fees on loans	$	55,565		$	54,853		$	109,283		$	110,346
Interest and dividends on investment securities:
Taxable	7,309			7,671			14,949			15,717
Exempt from federal taxes	1,083			1,215			2,180			2,441
Interest on deposits in banks	225			212			456			510
Interest on federal funds sold	3			5			4			9
Total interest income	64,185			63,956			126,872			129,023
Interest expense:
Interest on deposits	3,327			4,038			6,751			8,393
Interest on securities sold under repurchase agreements	63			74			129			174
Interest on long-term debt	476			483			949			963
Interest on preferred stock pending redemption	—			—			—			159
Interest on subordinated debentures held by subsidiary trusts	592			601			1,180			1,297
Total interest expense	4,458			5,196			9,009			10,986
Net interest income	59,727			58,760			117,863			118,037
Provision for loan losses	(2,001		)	375			(7,001		)	875
Net interest income after provision for loan losses	61,728			58,385			124,864			117,162
Non-interest income:
Other service charges, commissions and fees	9,699			8,977			18,855			17,233
Income from the origination and sale of loans	6,380			10,043			11,040			20,718
Wealth management revenues	4,609			4,020			9,064			8,154
Service charges on deposit accounts	3,929			4,323			7,804			8,391
Investment securities gains, net	17			(12		)	88			(4		)
Other income	1,937			2,228			3,826			3,906
Total non-interest income	26,571			29,579			50,677			58,398
Non-interest expense:
Salaries and wages	24,440			23,535			46,882			46,977
Employee benefits	7,164			7,546			15,477			15,721
Occupancy, net	4,253			4,063			8,492			8,089
Furniture and equipment	3,157			3,163			6,358			6,215
Outsourced technology services	2,309			2,195			4,609			4,352
OREO expense, net of income	(134		)	(915		)	(153		)	981
FDIC insurance premiums	1,093			1,356			2,209			2,733
Professional fees	1,278			1,136			2,648			2,263
Mortgage servicing rights amortization	583			719			1,183			1,558
Mortgage servicing rights impairment recovery	(11		)	(11		)	(56		)	(59		)
Core deposit intangibles amortization	354			355			708			709
Other expenses	10,837			11,878			21,304			22,166
Non-core acquisition expenses	597			—			597			—
Total non-interest expense	55,920			55,020			110,258			111,705
Income before income tax expense	32,379			32,944			65,283			63,855
Income tax expense	11,302			11,439			22,813			22,306
Net income	$	21,077		$	21,505		$	42,470		$	41,549

Basic earnings per common share	$	0.48		$	0.49		$	0.96		$	0.96
Diluted earnings per common share	$	0.47		$	0.49		$	0.95		$	0.95

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income	$	21,077		$	21,505		$	42,470		$	41,549
Other comprehensive income (loss), before tax:
Investment securities available-for sale:
Change in net unrealized gains/losses during period	2,816			(35,625		)	17,167			(41,342		)
Reclassification adjustment for net (gains) losses included in income	(17		)	12			(88		)	4
Defined benefit post-retirement benefits plans:
Change in net actuarial loss	35			35			70			70
Other comprehensive income (loss), before tax	2,834			(35,578		)	17,149			(41,268		)
Deferred tax benefit (expense) related to other comprehensive income/loss	(1,115		)	13,999			(6,748		)	16,238
Other comprehensive income (loss), net of tax	1,719			(21,579		)	10,401			(25,030		)
Comprehensive income (loss), net of tax	$	22,796		$	(74	)	$	52,871		$	16,519

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (In thousands, except share and per share data) (Unaudited)

	Common stock			Retained earnings			Accumulated other comprehensive income (loss)			Total stockholders’ equity
Balance at December 31, 2013	$	285,535		$	532,087		$	(16,041	)	$	801,581
Net income	—			42,470			—			42,470
Other comprehensive income, net of tax expense	—			—			10,401			10,401
Common stock transactions:
349,930 common shares purchased and retired	(8,764		)	—			—			(8,764		)
24,581 common shares issued	—			—			—			—
147,876 non-vested common shares issued	—			—			—			—
8,647 non-vested common shares forfeited	—			—			—			—
286,069 stock options exercised, net of 160,377 shares tendered in payment of option price and income tax withholding amounts	3,547			—			—			3,547
Tax benefit of stock-based compensation	1,225			—			—			1,225
Stock-based compensation expense	2,154			—			—			2,154
Common cash dividend declared ($0.32 per share)	—			(14,088		)	—			(14,088		)
Balance at June 30, 2014	$	283,697		$	560,469		$	(5,640	)	$	838,526

Balance at December 31, 2012	$	271,335		$	463,860		$	15,991		$	751,186
Net income	—			41,549			—			41,549
Other comprehensive loss, net of tax benefit	—			—			(25,030		)	(25,030		)
Common stock transactions:
25,667 common shares purchased and retired	(448		)	—			—			(448		)
26,096 common shares issued	—			—			—			—
108,873 non-vested common shares issued	—			—			—			—
10,138 non-vested common shares forfeited	—			—			—			—
446,404 stock options exercised, net of 150,290 shares tendered in payment of option price and income tax withholding amounts	5,799			—			—			5,799
Tax benefit of stock-based compensation	524			—			—			524
Stock-based compensation expense	2,022			—			—			2,022
Cash dividends declared:
Common ($0.13 per share)	—			(5,648		)	—			(5,648		)
Balance at June 30, 2013	$	279,232		$	499,761		$	(9,039	)	$	769,954

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net income	$	42,470		$	41,549
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	(7,001		)	875
Net gain on disposal of property and equipment	(79		)	(16		)
Depreciation and amortization	7,786			8,298
Net premium amortization on investment securities	7,088			7,902
Net (gain) loss on investment securities transactions	(88		)	4
Net gain on sale of mortgage loans held for sale	(7,601		)	(14,984		)
Net gain on sale of OREO	(766		)	(2,671		)
Write-downs of OREO and other assets pending disposal	10			3,180
Net reversal of impairment of mortgage servicing rights	(56		)	(59		)
Deferred income tax expense	3,760			3,456
Net increase in cash surrender value of company-owned life insurance	(1,724		)	(873		)
Stock-based compensation expense	2,154			2,022
Tax benefits from stock-based compensation expense	1,225			524
Excess tax benefits from stock-based compensation expense	(1,211		)	(468		)
Originations of mortgage loans held for sale	(412,050		)	(734,657		)
Proceeds from sales of mortgage loans held for sale	402,825			739,648
Changes in operating assets and liabilities:
Increase in interest receivable	(47		)	(403		)
Decrease (increase) in other assets	(1,929		)	7,004
Increase (decrease) in accrued interest payable	353			(266		)
Decrease in accounts payable and accrued expenses	(4,788		)	(4,112		)
Net cash provided by operating activities	30,331			55,953
Cash flows from investing activities:
Purchases of investment securities:
Held-to-maturity	(4,141		)	(13,755		)
Available-for-sale	(175,823		)	(430,395		)
Proceeds from maturities, pay-downs and sales of investment securities:
Held-to-maturity	9,347			5,807
Available-for-sale	243,355			453,678
Purchases of company-owned life insurance	(15,000		)	—
Proceeds from sales of mortgage servicing rights	266			470
Extensions of credit to customers, net of repayments	(155,523		)	(84,078		)
Recoveries of loans charged-off	5,345			7,057
Proceeds from sales of OREO	4,234			18,464
Capital expenditures, net of sales	(6,309		)	(1,886		)
Net cash used in investing activities	$	(94,249	)	$	(44,638	)

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited)

	Six Months Ended June 30,
	2014			2013
Cash flows from financing activities:
Net increase (decrease) in deposits	$	45,292		$	(310,079	)
Net increase (decrease) in repurchase agreements	5,548			(84,471		)
Net increase (decrease) in other borrowed funds	17			(30		)
Repayments of long-term debt	(24		)	(21		)
Redemption of preferred stock	—			(50,000		)
Proceeds from issuance of common stock	3,547			5,799
Excess tax benefits from stock-based compensation expense	1,211			468
Purchase and retirement of common stock	(8,764		)	(448		)
Dividends paid to common stockholders	(14,088		)	(5,648		)
Net cash provided by (used in) financing activities	32,739			(444,430		)
Net decrease in cash and cash equivalents	(31,179		)	(433,115		)
Cash and cash equivalents at beginning of period	534,827			801,332
Cash and cash equivalents at end of period	$	503,648		$	368,217

Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	16,190		$	20,838
Cash paid during the period for interest expense	8,656			11,252

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


(1)	Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements of First Interstate BancSystem, Inc. and subsidiaries (the “Company”) contain all adjustments (all of which are of a normal recurring nature) necessary to present fairly the financial position of the Company at June 30, 2014 and December 31, 2013, and the results of operations for each of the three and six month periods ended and cash flows for each of the six month periods ended June 30, 2014 and 2013 in conformity with U.S. generally accepted accounting principles. The balance sheet information at December 31, 2013 is derived from audited consolidated financial statements. Certain reclassifications, none of which were material, have been made to conform prior year financial statements to the June 30, 2014 presentation. These reclassifications did not change previously reported net income or stockholders’ equity.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.


(2)	Investment Securities

The amortized cost and approximate fair values of investment securities are summarized as follows:



June 30, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-Sale:
Obligations of U.S. government agencies	$	722,034	$	1,707	$	(5,174	)	$	718,567
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	778,641		12,806		(3,383		)	788,064
Private mortgage-backed securities	361		6		(2		)	365
Total	$	1,501,036	$	14,519	$	(8,559	)	$	1,506,996



June 30, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Held-to-Maturity:
State, county and municipal securities	$	179,131	$	6,159	$	(600	)	$	184,690
Corporate securities	17,908		116		—			18,024
U.S agency residential mortgage-backed securities & collateralized mortgage obligations	389,950		18		—			389,968
Total	$	586,989	$	6,293	$	(600	)	$	592,682



December 31, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-Sale:
Obligations of U.S. government agencies	$	774,055	$	1,432	$	(12,249	)	$	763,238
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	1,197,295		11,905		(25,147		)	1,184,053
Private mortgage-backed securities	407		9		(1		)	415
Total	$	1,971,757	$	13,346	$	(37,397	)	$	1,947,706

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



December 31, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Held-to-Maturity:
State, county and municipal securities	$	185,818	$	4,043	$	(2,049	)	$	187,812
Corporate securities	18,019		103		(8		)	18,114
Total	$	203,837	$	4,146	$	(2,057	)	$	205,926

Gross realized gains and losses from the disposition of investment securities are summarized in the following table:



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Gross realized gains	$	18	$	4	$	243	$	12
Gross realized losses	1		16		155		16

On June 27, 2014, the Company transferred available-for-sale U.S. agency residential mortgage-backed securities and collateralized mortgage obligations with amortized costs and fair values of $396,640 and $388,808, respectively, into the held-to-maturity category. Unrealized net losses of $7,832 included in accumulated other comprehensive income at the time of the transfer are being amortized to yield over the remaining expected lives of the transferred securities of 4.3 years.

The following tables show the gross unrealized losses and fair values of investment securities, aggregated by investment category, and the length of time individual investment securities have been in a continuous unrealized loss position, as of June 30, 2014 and December 31, 2013.



	Less than 12 Months					12 Months or More					Total
June 30, 2014	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Available-for-Sale:
Obligations of U.S. government agencies	$	61,265	$	(185	)	$	353,997	$	(4,989	)	$	415,262	$	(5,174	)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	47,884		(146		)	203,157		(3,237		)	251,041		(3,383		)
Private mortgage-backed securities	—		—			95		(2		)	95		(2		)
Total	$	109,149	$	(331	)	$	557,249	$	(8,228	)	$	666,398	$	(8,559	)



	Less than 12 Months					12 Months or More					Total
June 30, 2014	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Held-to-Maturity:
State, county and municipal securities	$	267	$	(1	)	$	28,986	$	(599	)	$	29,253	$	(600	)
Total	$	267	$	(1	)	$	28,986	$	(599	)	$	29,253	$	(600	)

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



	Less than 12 Months					12 Months or More					Total
December 31, 2013	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Available-for-Sale:
Obligations of U.S. government agencies	$	458,385	$	(10,355	)	$	59,362	$	(1,894	)	$	517,747	$	(12,249	)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	634,199		(17,273		)	166,930		(7,874		)	801,129		(25,147		)
Private mortgage-backed securities	—		—			104		(1		)	104		(1		)
Total	$	1,092,584	$	(27,628	)	$	226,396	$	(9,769	)	$	1,318,980	$	(37,397	)



	Less than 12 Months					12 Months or More					Total
December 31, 2013	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Held-to-Maturity:
State, county and municipal securities	$	37,550	$	(1,319	)	$	14,296	$	(730	)	$	51,846	$	(2,049	)
Corporate securities	7,294		(8		)	—		—			7,294		(8		)
Total	$	44,844	$	(1,327	)	$	14,296	$	(730	)	$	59,140	$	(2,057	)

The investment portfolio is evaluated quarterly for other-than-temporary declines in the market value of each individual investment security. The Company had 106 and 229 individual investment securities that were in an unrealized loss position as of June 30, 2014 and December 31, 2013, respectively. Unrealized losses as of June 30, 2014 and December 31, 2013 related primarily to fluctuations in the current interest rates. The Company does not have the intent to sell any of the available-for-sale securities in the above table and it is not likely that the Company will have to sell any such securities before a recovery in cost. No impairment losses were recorded during the three and six months ended June 30, 2014 and 2013.

Maturities of investment securities at June 30, 2014 are shown below. Maturities of mortgage-backed securities have been adjusted to reflect shorter maturities based upon estimated prepayments of principal. All other investment securities maturities are shown at contractual maturity dates.



	Available-for-Sale				Held-to-Maturity
June 30, 2014	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Within one year	$	235,880	$	238,377	$	75,137	$	75,805
After one year but within five years	1,046,202		1,050,653		262,721		265,277
After five years but within ten years	203,374		202,197		174,980		176,267
After ten years	15,580		15,769		74,151		75,333
Total	$	1,501,036	$	1,506,996	$	586,989	$	592,682

As of June 30, 2014, the Company had investment securities callable within one year with amortized costs and estimated fair values of $208,708 and $208,188, respectively, including callable structured notes with amortized costs and estimated fair values of $94,473 and $94,487, respectively. These investment securities are primarily classified as available-for-sale and included in the after one year but within five years category in the table above.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


(3)	Loans

The following table presents loans by class as of the dates indicated:



	June 30, 2014		December 31, 2013
Real estate loans:
Commercial	$	1,464,947	$	1,449,174
Construction:
Land acquisition & development	192,289		205,911
Residential	82,121		76,488
Commercial	86,599		69,236
Total construction loans	361,009		351,635
Residential	894,502		867,912
Agricultural	162,428		173,534
Total real estate loans	2,882,886		2,842,255
Consumer:
Indirect consumer	512,063		476,012
Other consumer	133,604		133,039
Credit card	61,368		62,536
Total consumer loans	707,035		671,587
Commercial	727,482		676,544
Agricultural	130,280		111,872
Other, including overdrafts	2,016		1,734
Loans held for investment	4,449,699		4,303,992
Mortgage loans held for sale	56,663		40,861
Total loans	$	4,506,362	$	4,344,853

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following tables present the contractual aging of the Company’s recorded investment in past due loans by class as of the dates indicated:



							Total Loans
	30 - 59		60 - 89		> 90		30 or More
	Days		Days		Days		Days		Current		Non-accrual		Total
As of June 30, 2014	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Loans
Real estate
Commercial	$	5,343	$	2,540	$	40	$	7,923	$	1,418,602	$	38,422	$	1,464,947
Construction:
Land acquisition & development	782		123		—		905		180,094		11,290		192,289
Residential	90		1,226		—		1,316		80,152		653		82,121
Commercial	—		—		—		—		84,019		2,580		86,599
Total construction loans	872		1,349		—		2,221		344,265		14,523		361,009
Residential	3,493		823		665		4,981		884,261		5,260		894,502
Agricultural	29		72		—		101		155,228		7,099		162,428
Total real estate loans	9,737		4,784		705		15,226		2,802,356		65,304		2,882,886
Consumer:
Indirect consumer	2,467		404		15		2,886		508,777		400		512,063
Other consumer	780		210		16		1,006		131,864		734		133,604
Credit card	281		239		335		855		60,496		17		61,368
Total consumer loans	3,528		853		366		4,747		701,137		1,151		707,035
Commercial	3,223		718		325		4,266		710,886		12,330		727,482
Agricultural	1,390		17		125		1,532		128,367		381		130,280
Other, including overdrafts	—		—		1		1		2,015		—		2,016
Loans held for investment	17,878		6,372		1,522		25,772		4,344,761		79,166		4,449,699
Mortgage loans originated for sale	—		—		—		—		56,663		—		56,663
Total loans	$	17,878	$	6,372	$	1,522	$	25,772	$	4,401,424	$	79,166	$	4,506,362

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



							Total Loans
	30 - 59		60 - 89		> 90		30 or More
	Days		Days		Days		Days		Current		Non-accrual		Total
As of December 31, 2013	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Loans
Real estate
Commercial	$	5,924	$	2,472	$	22	$	8,418	$	1,391,823	$	48,933	$	1,449,174
Construction:
Land acquisition & development	1,062		468		38		1,568		188,074		16,269		205,911
Residential	933		250		—		1,183		73,933		1,372		76,488
Commercial	584		—		—		584		68,427		225		69,236
Total construction loans	2,579		718		38		3,335		330,434		17,866		351,635
Residential	3,630		206		1,162		4,998		856,800		6,114		867,912
Agricultural	328		646		—		974		163,986		8,574		173,534
Total real estate loans	12,461		4,042		1,222		17,725		2,743,043		81,487		2,842,255
Consumer:
Indirect consumer	3,303		430		9		3,742		471,906		364		476,012
Other consumer	925		130		1		1,056		131,508		475		133,039
Credit card	364		187		515		1,066		61,451		19		62,536
Total consumer loans	4,592		747		525		5,864		664,865		858		671,587
Commercial	2,791		1,186		563		4,540		660,035		11,969		676,544
Agricultural	453		672		—		1,125		110,622		125		111,872
Other, including overdrafts	—		—		—		—		1,734		—		1,734
Loans held for investment	20,297		6,647		2,310		29,254		4,180,299		94,439		4,303,992
Mortgage loans originated for sale	—		—		—		—		40,861		—		40,861
Total loans	$	20,297	$	6,647	$	2,310	$	29,254	$	4,221,160	$	94,439	$	4,344,853

If interest on non-accrual loans had been accrued, such income would have been approximately $1,061 and $1,299 for the three months ended June 30, 2014 and 2013, respectively, and approximately $2,182 and $2,651 for the six months ended June 30, 2014 and 2013, respectively.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The Company considers impaired loans to include all loans risk rated doubtful, loans placed on non-accrual status and loans renegotiated in troubled debt restructurings with the exception of consumer loans. The following tables present information on the Company’s recorded investment in impaired loans as of dates indicated:



As of June 30, 2014	Unpaid Total Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Commercial	$	52,690	$	24,961	$	25,622	$	50,583	$	3,566
Construction:
Land acquisition & development	15,601		8,098		3,869		11,967		647
Residential	1,096		653		—		653		—
Commercial	2,749		269		2,446		2,715		908
Total construction loans	19,446		9,020		6,315		15,335		1,555
Residential	7,222		4,885		375		5,260		301
Agricultural	9,191		6,656		2,439		9,095		133
Total real estate loans	88,549		45,522		34,751		80,273		5,555
Commercial	14,752		10,709		2,679		13,388		1,176
Agricultural	792		419		322		741		221
Total	$	104,093	$	56,650	$	37,752	$	94,402	$	6,952



As of December 31, 2013	Unpaid Total Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Commercial	$	64,780	$	29,216	$	33,937	$	63,153	$	5,210
Construction:
Land acquisition & development	23,906		9,901		7,226		17,127		1,434
Residential	1,816		1,095		277		1,372		26
Commercial	397		279		84		363		85
Total construction loans	26,119		11,275		7,587		18,862		1,545
Residential	9,448		5,081		967		6,048		249
Agricultural	8,895		6,429		2,370		8,799		335
Total real estate loans	109,242		52,001		44,861		96,862		7,339
Commercial	15,448		10,684		2,901		13,585		1,504
Agricultural	177		39		86		125		86
Total	$	124,867	$	62,724	$	47,848	$	110,572	$	8,929

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The following tables present the average recorded investment in and income recognized on impaired loans for the periods indicated:



	Three Months Ended June 30,
	2014				2013
	Average Recorded Investment		Income Recognized		Average Recorded Investment		Income Recognized


Real estate:
Commercial	$	57,588	$	241	$	67,605	$	272
Construction:
Land acquisition & development	13,563		11		19,007		15
Residential	785		—		1,569		—
Commercial	1,471		2		6,346		—
Total construction loans	15,819		13		26,922		15
Residential	5,852		1		8,311		5
Agricultural	9,747		25		8,255		4
Total real estate loans	89,006		280		111,093		296
Commercial	14,162		14		16,087		18
Agricultural	742		6		373		4
Total	$	103,910	$	300	$	127,553	$	318



	Six Months Ended June 30,
	2014				2013
	Average Recorded Investment		Income Recognized		Average Recorded Investment		Income Recognized


Real estate:
Commercial	$	60,870	$	457	$	67,192	$	610
Construction:
Land acquisition & development	14,554		22		20,123		456
Residential	1,051		—		2,040		—
Commercial	918		4		7,118		—
Total construction loans	16,523		26		29,281		456
Residential	5,969		3		9,429		9
Agricultural	9,830		29		6,611		8
Total real estate loans	93,192		515		112,513		1,083
Commercial	14,231		28		14,484		36
Agricultural	538		12		502		8
Total	$	107,961	$	555	$	127,499	$	1,127

The amount of interest income recognized by the Company within the period that the loans were impaired was primarily related to loans modified in a troubled debt restructuring that remained on accrual status. Interest payments received on non-accrual impaired loans are applied to principal. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. If interest on impaired loans had been accrued, interest income on impaired loans would have been approximately $1,301 and $1,577 for the three months ended June 30, 2014 and 2013, respectively and approximately $2,412 and $2,912 for the six months ended June 30, 2014 and 2013, respectively.

Collateralized impaired loans are generally recorded at the fair value of the underlying collateral using discounted cash flows, independent appraisals and management estimates based upon current market conditions. For loans measured under the present value of cash flows method, the change in present value attributable to the passage of time, if applicable, is recognized in the provision for loan losses and thus no interest income is recognized.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Modifications of performing loans are made in the ordinary course of business and are completed on a case-by-case basis as negotiated with the borrower. Loan modifications typically include interest rate concessions, interest only periods of less than twelve months, short-term payment deferrals and extension of amortization periods to provide payment relief. A loan modification is considered a troubled debt restructuring if the borrower is experiencing financial difficulties and the Company, for economic or legal reasons, grants a concession to the borrower that it would not otherwise consider. Certain troubled debt restructurings are on non-accrual status at the time of restructuring and are typically returned to accrual status after considering the borrower's sustained repayment performance in accordance with the restructuring agreement for a period of at least six months and management is reasonably assured of future performance. If the troubled debt restructuring meets these performance criteria and the interest rate granted at the modification is equal to or greater than the rate that the Company was willing to accept at the time of the restructuring for a new loan with comparable risk, then the loan will return to performing status and the accrual of interest will resume.

The Company had loans renegotiated in troubled debt restructurings of $57,835 as of June 30, 2014, of which $34,304 were included in non-accrual loans and $23,531 were on accrual status. The Company had loans renegotiated in troubled debt restructurings of $59,792 as of December 31, 2013, of which $38,011 were included in non-accrual loans and $21,781 were on accrual status.

The following tables present information on the Company's troubled debt restructurings that occurred during the three months ended June 30, 2014:



	Number of Notes	Type of Concession								Principal Balance at Restructure Date
Three Months Ended June 30, 2014	Number of Notes	Interest only period		Extension of terms or maturity		Interest rate adjustment		Other (1)		Principal Balance at Restructure Date
Commercial real estate	4	$	458	$	226	$	—	$	679	$	1,363
Commercial	2	72		—		—		—		72
Total loans restructured during period	6	$	530	$	226	$	—	$	679	$	1,435
(1) Other includes concessions that reduce or defer payments for a specified period of time and/or do not fit into other designated categories.



	Number of Notes	Type of Concession								Principal Balance at Restructure Date
Six Months Ended June 30, 2014	Number of Notes	Interest only period		Extension of terms or maturity		Interest rate adjustment		Other (1)		Principal Balance at Restructure Date
Commercial real estate	8	$	—	$	226	$	—	$	921	$	1,147
Commercial	4	299		2,931		—		30		3,260
Total loans restructured during period	12	$	299	$	3,157	$	—	$	951	$	4,407
(1) Other includes concessions that reduce or defer payments for a specified period of time and/or do not fit into other designated categories.

For troubled debt restructurings that were on non-accrual status or otherwise deemed impaired before the modification, a specific reserve may already be recorded. In periods subsequent to modification, the Company continues to evaluate all troubled debt restructurings for possible impairment and recognizes impairment through the allowance. Additionally these loans continue to work their way through the credit cycle through charge-off, pay-off or foreclosure. Financial effects of modifications of troubled debt restructurings may include principal loan forgiveness or other charge-offs directly related to the restructuring. The Company had no charge-offs directly related to modifying troubled debt restructurings during the three or six months ended June 30, 2014 or 2013.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The following table presents information on the Company's trouble debt restructurings during the previous 12 months for which there was a payment default during the periods indicated. The Company considers a payment default to occur on troubled debt restructurings when the loan is 90 days or more past due or was placed on non-accrual status after the modification.



	Three Months Ended June 30, 2014		Six Months Ended June 30, 2014
	Number of Notes	Balance	Number of Notes	Balance
Commercial	2	72	2	72
Total	2	72	2	72

At June 30, 2014, there were no material commitments to lend additional funds to borrowers whose existing loans have been renegotiated or are classified as non-accrual.

As part of the on-going and continuous monitoring of the credit quality of the Company’s loan portfolio, management tracks internally assigned risk classifications of loans. The Company adheres to a Uniform Classification System developed jointly by the various bank regulatory agencies to internally risk rate loans. The Uniform Classification System defines three broad categories of criticized assets, which the Company uses as credit quality indicators:

Other Assets Especially Mentioned — includes loans that exhibit weaknesses in financial condition, loan structure or documentation, which if not promptly corrected, may lead to the development of abnormal risk elements.

Substandard — includes loans that are inadequately protected by the current sound worth and paying capacity of the borrower. Although the primary source of repayment for a Substandard loan is not currently sufficient; collateral or other sources of repayment are sufficient to satisfy the debt. Continuance of a Substandard loan is not warranted unless positive steps are taken to improve the worthiness of the credit.

Doubtful — includes loans that exhibit pronounced weaknesses to a point where collection or liquidation in full, on the basis of currently existing facts, conditions and values, is highly questionable and improbable. Doubtful loans are required to be placed on non-accrual status and are assigned specific loss exposure.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The following tables present the Company’s recorded investment in criticized loans by class and credit quality indicator based on the most recent analysis performed as of the dates indicated:



As of June 30, 2014	Other Assets Especially Mentioned		Substandard		Doubtful		Total Criticized Loans
Real estate:
Commercial	$	81,539	$	82,558	$	15,371	$	179,468
Construction:
Land acquisition & development	12,580		13,053		2,626		28,259
Residential	2,190		1,788		—		3,978
Commercial	186		269		2,446		2,901
Total construction loans	14,956		15,110		5,072		35,138
Residential	11,028		9,017		588		20,633
Agricultural	9,638		15,755		2,439		27,832
Total real estate loans	117,161		122,440		23,470		263,071
Consumer:
Indirect consumer	769		1,575		133		2,477
Other consumer	529		927		398		1,854
Credit card	—		390		1,219		1,609
Total consumer loans	1,298		2,892		1,750		5,940
Commercial	30,522		26,203		3,573		60,298
Agricultural	11,290		4,209		322		15,821
Total	$	160,271	$	155,744	$	29,115	$	345,130



As of December 31, 2013	Other Assets Especially Mentioned		Substandard		Doubtful		Total Criticized Loans
Real estate:
Commercial	$	79,747	$	86,426	$	24,840	$	191,013
Construction:
Land acquisition & development	13,211		19,677		7,329		40,217
Residential	1,859		1,649		277		3,785
Commercial	—		409		84		493
Total construction loans	15,070		21,735		7,690		44,495
Residential	7,500		7,188		4,184		18,872
Agricultural	13,597		10,245		2,370		26,212
Total real estate loans	115,914		125,594		39,084		280,592
Consumer:
Indirect consumer	875		1,524		115		2,514
Other consumer	573		969		268		1,810
Credit card	—		392		2,010		2,402
Total consumer loans	1,448		2,885		2,393		6,726
Commercial	33,318		23,833		3,745		60,896
Agricultural	8,401		1,788		86		10,275
Total	$	159,081	$	154,100	$	45,308	$	358,489

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The Company maintains a credit review function, which is independent of the credit approval process, to assess assigned internal risk classifications and monitor compliance with internal lending policies and procedures. Written action plans with firm target dates for resolution of identified problems are maintained and reviewed on a quarterly basis for all categories of criticized loans.


(4)	Allowance For Loan Losses

The following tables present a summary of changes in the allowance for loan losses by portfolio segment for the periods indicated.



Three Months Ended June 30, 2014	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Beginning balance	$	59,830		$	5,377		$	15,701		$	463		$	—	$	81,371
Provision charged to operating expense	(2,011		)	346			(494		)	158			—		(2,001		)
Less loans charged-off	(1,158		)	(934		)	(534		)	—			—		(2,626		)
Add back recoveries of loans previously charged-off	651			558			313			—			—		1,522
Ending balance	$	57,312		$	5,347		$	14,986		$	621		$	—	$	78,266

Six Months Ended June 30, 2014	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Beginning balance	$	63,923		$	6,193		$	14,747		$	476		$	—	$	85,339
Provision charged to operating expense	(5,386		)	(232		)	(1,566		)	183			—		(7,001		)
Less loans charged-off	(2,243		)	(1,780		)	(1,330		)	(64		)	—		(5,417		)
Add back recoveries of loans previously charged-off	1,018			1,166			3,135			26			—		5,345
Ending balance	$	57,312		$	5,347		$	14,986		$	621		$	—	$	78,266

As of June 30, 2014	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Loans individually evaluated for impairment	$	5,555		$	—		$	1,176		$	221		$	—	$	6,952
Loans collectively evaluated for impairment	51,757			5,347			13,810			400			—		71,314
Allowance for loan losses	$	57,312		$	5,347		$	14,986		$	621		$	—	$	78,266

As of June 30, 2014	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Total loans:
Individually evaluated for impairment	$	80,273		$	—		$	13,388		$	741		$	—	$	94,402
Collectively evaluated for impairment	2,859,276			707,035			714,094			129,539			2,016		4,411,960
Total loans	$	2,939,549		$	707,035		$	727,482		$	130,280		$	2,016	$	4,506,362

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



Three Months Ended June 30, 2013	Real Estate			Consumer			Commercial			Agriculture		Other		Total
Allowance for loan losses:
Beginning balance	$	71,666		$	7,088		$	18,670		$	480	$	—	$	97,904
Provision charged to operating expense	(1,009		)	579			778			27		—		375
Less loans charged-off	(2,027		)	(1,299		)	(569		)	—		—		(3,895		)
Add back recoveries of loans previously charged-off	2,873			672			596			3		—		4,144
Ending balance	$	71,503		$	7,040		$	19,475		$	510	$	—	$	98,528



Six Months Ended June 30, 2013	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Beginning balance	$	75,782		$	7,140		$	17,085		$	504		$	—	$	100,511
Provision charged to operating expense	(2,044		)	1,116			1,799			4			—		875
Less loans charged-off	(6,170		)	(2,361		)	(1,380		)	(4		)	—		(9,915		)
Add back recoveries of loans previously charged-off	3,935			1,145			1,971			6			—		7,057
Ending balance	$	71,503		$	7,040		$	19,475		$	510		$	—	$	98,528

As of June 30, 2013	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Loans individually evaluated for impairment	$	10,267		$	—		$	5,205		$	22		$	—	$	15,494
Loans collectively evaluated for impairment	61,236			7,040			14,270			488			—		83,034
Allowance for loan losses	$	71,503		$	7,040		$	19,475		$	510		$	—	$	98,528

As of June 30, 2013	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Total loans:
Individually evaluated for impairment	$	107,241		$	—		$	16,710		$	139		$	—	$	124,090
Collectively evaluated for impairment	2,732,400			652,944			666,539			121,391			—		4,173,274
Total loans	$	2,839,641		$	652,944		$	683,249		$	121,530		$	—	$	4,297,364

The Company performs a quarterly assessment of the adequacy of its allowance for loan losses in accordance with generally accepted accounting principles. The methodology used to assess the adequacy is consistently applied to the Company's loan portfolio and consists of three elements: (1) specific valuation allowances based on probable losses on impaired loans; (2) historical valuation allowances based on loan loss experience for similar loans with similar characteristics and trends; and (3) general valuation allowances determined based on changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, general economic conditions and other qualitative risk factors both internal and external to the Company.

Specific allowances are established for loans where management has determined that probability of a loss exists by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies and any relevant qualitative or economic factors impacting the loan. Historical valuation allowances are determined by applying percentage loss factors to the credit exposures from outstanding loans. For commercial, agricultural and real estate loans, loss factors are applied based on the internal risk classifications of these loans. For consumer loans, loss factors are applied on a portfolio basis. For commercial, agriculture and real estate loans, loss factor percentages are based on a migration analysis of our historical loss experience, designed to account for credit deterioration. For consumer loans, loss factor percentages are based on a one-year loss history. General valuation allowances are determined by evaluating, on a quarterly basis, changes in the nature and volume of the loan portfolio, overall portfolio quality, industry concentrations, current economic and regulatory conditions and the estimated impact of these factors on historical loss rates.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


(5)	Other Real Estate Owned

Information with respect to the Company's other real estate owned follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Beginning balance	$	16,594		$	32,470		$	15,504		$	32,571
Additions	984			3,224			4,399			8,555
Capitalized improvements	—			3			—			13
Valuation adjustments	(10		)	(259		)	(10		)	(2,564		)
Dispositions	(1,143		)	(12,656		)	(3,468		)	(15,793		)
Ending balance	$	16,425		$	22,782		$	16,425		$	22,782


(6)	Capital Stock

The Company had 20,269,171 shares of Class A common stock and 23,985,841 shares of Class B common stock outstanding as of June 30, 2014. The Company had 19,868,018 shares of Class A common stock and 24,287,045 shares of Class B common stock outstanding as of December 31, 2013.

During the six months ended June 30, 2014, the Company repurchased and retired 325,418 shares of its Class A common stock in a combination of open market and privately negotiated transactions at an aggregate purchase price of $8,143. The repurchases were made pursuant to a stock repurchase program approved by the Company's Board of Directors in November 2013. Under the terms of the stock repurchase program, the Company may repurchase up to an additional 1,674,582 shares of its Class A common stock prior to expiration of the plan on November 25, 2014. All other stock repurchases during the three and six months ended June 30, 2014 and 2013 were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants of the Company's 2006 Equity Compensation Plan.

On January 24, 2014, the Company filed a Registration Statement on Form S-8 to register an additional 1,500,000 shares of Class A common stock to be issued pursuant to the Company's 2006 Equity Compensation Plan, as amended and restated.


(7)	Earnings per Common Share

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period presented, excluding unvested restricted stock. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares determined for the basic earnings per share computation plus the dilutive effects of stock-based compensation using the treasury stock method.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The following table sets forth the computation of basic and diluted earnings per share for the three and six month periods ended June 30, 2014 and 2013.



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Net income	$	21,077	$	21,505	$	42,470	$	41,549

Weighted average common shares outstanding for basic earnings per share computation	44,044,260		43,480,502		44,021,166		43,335,682
Dilutive effects of stock-based compensation	531,703		427,785		572,689		376,978
Weighted average common shares outstanding for diluted earnings per common share computation	44,575,963		43,908,287		44,593,855		43,712,660

Basic earnings per common share	$	0.48	$	0.49	$	0.96	$	0.96
Diluted earnings per common share	$	0.47	$	0.49	$	0.95	$	0.95

The Company had 107,651 and 56,668 shares of unvested restricted stock as of June 30, 2014 and 2013, respectively, that were not included in the computation of diluted earnings per common share because performance conditions for vesting had not been met. In addition, the Company had 976,063 stock options outstanding as of June 30, 2013, that were not included in the computation of diluted earnings per common share because their effect would be anti-dilutive. The Company had no anti-dilutive stock options outstanding as of June 30, 2014.


(8)	Regulatory Capital

The Company is subject to the regulatory capital requirements administered by federal banking regulators and the Federal Reserve. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and tier 1 capital to risk-weighted assets, and of tier 1 capital to average assets, as defined in the regulations. As of June 30, 2014 and December 31, 2013, the Company exceeded all capital adequacy requirements to which it is subject.

Actual capital amounts and ratios and selected minimum regulatory thresholds for the Company and its bank subsidiary, First Interstate Bank (“FIB”), as of June 30, 2014 and December 31, 2013 are presented in the following tables:



	Actual				Adequately Capitalized				Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
June 30, 2014
Total risk-based capital:
Consolidated	$	850,614	16.7	%	$	407,804	8.0	%	NA		NA
FIB	740,815		14.6		406,334		8.0		$	507,917	10.0	%
Tier 1 risk-based capital:
Consolidated	765,715		15.0		203,902		4.0		NA		NA
FIB	668,143		13.2		203,167		4.0		$	304,750	6.0
Leverage capital ratio:
Consolidated	765,715		10.4		295,843		4.0		NA		NA
FIB	668,143		9.1		295,201		4.0		$	369,002	5.0

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



	Actual				Adequately Capitalized				Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2013
Total risk-based capital:
Consolidated	$	829,443	16.8	%	$	396,210	8.0	%	NA		NA
FIB	723,955		14.7		394,038		8.0		$	492,548	10.0	%
Tier 1 risk-based capital:
Consolidated	739,246		14.9		198,105		4.0		NA		NA
FIB	650,093		13.2		197,019		4.0		$	295,529	6.0
Leverage capital ratio:
Consolidated	739,246		10.1		293,414		4.0		NA		NA
FIB	650,093		8.9		292,199		4.0		$	365,248	5.0


(9)	Commitments and Contingencies

In the normal course of business, the Company is involved in various claims and litigation. In the opinion of management, following consultation with legal counsel, the ultimate liability or disposition thereof is not expected to have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.

The Company had commitments under construction agreements of $1,409 as of June 30, 2014.


(10)	Financial Instruments with Off-Balance Sheet Risk

The Company 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 standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2014, commitments to extend credit to existing and new borrowers approximated $1,346,196, which included $447,827 on unused credit card lines and $334,981 with commitment maturities beyond one year.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. At June 30, 2014, the Company had outstanding standby letters of credit of $65,133. The estimated fair value of the obligation undertaken by the Company in issuing the standby letters of credit is included in other liabilities in the Company’s consolidated balance sheet.


(11)	Supplemental Disclosures to Consolidated Statement of Cash Flows

The Company transferred loans of $4,399 and $8,555 to OREO during the six months ended June 30, 2014 and 2013, respectively.

The Company transferred internally originated mortgage servicing rights of $1,024 and $2,149 from loans to mortgage servicing assets during the six months ended June 30, 2014 and 2013, respectively.

The Company reclassified tax credit investments with a carrying value of $429 from held-to-maturity investment securities to other assets during the six months ended June 30, 2013.

The Company transferred bank buildings and land pending disposal with book values of $1,448 to other assets during the six months ended June 30, 2013.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


(12)	Other Comprehensive Income/Loss

The gross amounts of each component of other comprehensive income (loss) and the related tax effects are as follows:



	Pre-tax						Tax Expense (Benefit)						Net of Tax
Three Months Ended June 30,	2014			2013			2014			2013			2014			2013
Investment securities available-for sale:
Change in net unrealized gains/losses during period	$	2,816		$	(35,625	)	$	1,108		$	(14,018	)	$	1,708		$	(21,607	)
Reclassification adjustment for net (gains) losses included in net income	(17		)	12			(7		)	5			(10		)	7
Defined benefits post-retirement benefit plan:
Change in net actuarial loss	35			35			14			14			21			21
Total other comprehensive income (loss)	$	2,834		$	(35,578	)	$	1,115		$	(13,999	)	$	1,719		$	(21,579	)




	Pre-tax						Tax Expense (Benefit)						Net of Tax
Six Months Ended June 30,	2014			2013			2014			2013			2014			2013
Investment securities available-for sale:
Change in net unrealized gains/losses during period	$	17,167		$	(41,342	)	$	6,755		$	(16,268	)	$	10,412		$	(25,074	)
Reclassification adjustment for net (gains) losses included in net income	(88		)	4			(35		)	2			(53		)	2
Defined benefits post-retirement benefit plan:
Change in net actuarial loss	70			70			28			28			42			42
Total other comprehensive (loss) income	$	17,149		$	(41,268	)	$	6,748		$	(16,238	)	$	10,401		$	(25,030	)

The components of accumulated other comprehensive loss, net of income tax benefits, are as follows:



	June 30, 2014			December 31, 2013
Net unrealized gain on investment securities available-for-sale	$	(4,219	)	$	(14,578	)
Net actuarial loss on defined benefit post-retirement benefit plans	(1,421		)	(1,463		)
Net accumulated other comprehensive loss	$	(5,640	)	$	(16,041	)


(13)	Fair Value Measurements

Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:



			Fair Value Measurements at Reporting Date Using
As of June 30, 2014	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities available-for-sale:
Obligations of U.S. government agencies	$	718,567	$	—	$	718,567	$	—
U.S. agencies mortgage-backed securities & collateralized mortgage obligations	788,064			—	788,064			—
Private mortgage-backed securities	365			—	365			—
Mortgage servicing rights	25,812			—	25,812			—

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



			Fair Value Measurements at Reporting Date Using
As of December 31, 2013	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities available-for-sale:
Obligations of U.S. government agencies	$	763,238	$	—	$	763,238	$	—
U.S. agencies mortgage-backed securities & collateralized mortgage obligations	1,184,053			—	1,184,053			—
Private mortgage-backed securities	415			—	415			—
Mortgage servicing rights	25,698			—	25,698			—

There were no changes in valuation methodologies or transfers between levels of the fair value hierarchy during the six months ended June 30, 2014 or 2013.

The methodologies used by the Company in determining the fair values of each class of financial instruments are based primarily on the use of independent, market-based data to reflect a value that would be reasonably expected in an orderly transaction between market participants at the measurement date. The Company obtains fair value measurements for investment securities from an independent pricing service and evaluates mortgage servicing rights for impairment using an independent valuation service. The vendors chosen by the Company are widely recognized vendors whose evaluations support the pricing functions of financial institutions, investment and mutual funds, and portfolio managers. The Company has documented and evaluated the pricing methodologies used by the vendors and maintains internal processes that regularly test valuations. These internal processes include obtaining and reviewing available reports on internal controls, evaluating the prices for reasonableness given market changes, obtaining and evaluating the inputs used in the model for a sample of securities, investigating anomalies and confirming determinations through discussions with the vendor. For investment securities, if needed, a broker may be utilized to determine the reported fair value. Further details on the methods used to estimate the fair value of each class of financial instruments above are discussed below.

Investment Securities Available-for-Sale. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment's terms and conditions, among other things.

Mortgage Servicing Rights. Mortgage servicing rights are initially recorded at fair value based on comparable market quotes and are amortized in proportion to and over the period of estimated net servicing income. Mortgage servicing rights are evaluated quarterly for impairment using an independent valuation service. The valuation service utilizes discounted cash flow modeling techniques, which consider observable data that includes market consensus prepayment speeds and the predominant risk characteristics of the underlying loans including loan type, note rate and loan term. Management believes the significant inputs utilized in the valuation model are observable in the market.

Additionally, from time to time, certain assets are measured at fair value on a non-recurring basis. Adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The following table presents information about the Company’s assets and liabilities measured at fair value on a non-recurring basis.



				Fair Value Measurements at Reporting Date Using
As of June 30, 2014	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	46,505	$	—	$	—	$	46,505
Other real estate owned	6,895			—		—	6,895
Long-lived assets to be disposed of by sale	1,186			—		—	1,186

				Fair Value Measurements at Reporting Date Using
As of December 31, 2013	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	57,302	$	—	$	—	$	57,302
Other real estate owned	8,502			—		—	8,502
Long-lived assets to be disposed of by sale	1,186			—		—	1,186

Impaired Loans. Collateralized impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from collateral. The impaired loans are reported at fair value through specific valuation allowance allocations. In addition, when it is determined that the fair value of an impaired loan is less than the recorded investment in the loan, the carrying value of the loan is adjusted to fair value through a charge to the allowance for loan losses. Collateral values are estimated using independent appraisals and management estimates of current market conditions. As of June 30, 2014, certain impaired loans with a carrying value of $63,149 were reduced by specific valuation allowance allocations of $6,952 and partial loan charge-offs of $9,692 resulting in a reported fair value of $46,505. As of December 31, 2013, certain impaired loans with a carrying value of $80,526 were reduced by specific valuation allowance allocations of $8,929 and partial loan charge-offs of $14,295 resulting in a reported fair value of $57,302.

OREO.The fair values of OREO are estimated using independent appraisals and management estimates of current market conditions. Upon initial recognition, write-downs based on the foreclosed asset's fair value at foreclosure are reported through charges to the allowance for loan losses. Periodically, the fair value of foreclosed assets is remeasured with any subsequent write-downs charged to OREO expense in the period in which they are identified. Write-downs of $10 during the six months ended June 30, 2014 were based on management's estimate of the current fair value of the properties. Write-downs of $2,564 during the six months ended June 30, 2013, included $196 directly related to receipt of updated appraisals and $2,368 based on management estimates of the current fair value of properties.

Long-lived Assets to be Disposed of by Sale. Long-lived assets to be disposed of by sale are carried at the lower of carrying value or fair value less estimated costs to sell. The fair values of long-lived assets to be disposed of by sale are based upon observable market data and management estimates of current market conditions. As of June 30, 2014 and December 31, 2013, the Company had long-lived assets to be disposed of by sale with a carrying value of $1,785 that was reduced by write-downs of $599 resulting in a fair value of $1,186.

In addition, mortgage loans held for sale are required to be measured at the lower of cost or fair value. The fair value of mortgage loans held for sale is based upon binding contracts or quotes or bids from third party investors. As of June 30, 2014 and December 31, 2013, all mortgage loans held for sale were recorded at cost.

The Company is required to disclose the fair value of financial instruments for which it is practical to estimate fair value. The methodologies for estimating the fair value of financial instruments that are measured at fair value on a recurring or non-recurring basis are discussed above. The methodologies for estimating the fair value of other financial instruments are discussed below. For financial instruments bearing a variable interest rate where no credit risk exists, it is presumed that recorded book values are reasonable estimates of fair value.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Financial Assets. Carrying values of cash, cash equivalents and accrued interest receivable approximate fair values due to the liquid and/or short-term nature of these instruments. Fair values for investment securities held-to-maturity are obtained from an independent pricing service, which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment’s terms and conditions, among other things. Fair values of fixed rate loans and variable rate loans that reprice on an infrequent basis are estimated by discounting future cash flows using current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality. Carrying values of variable rate loans that reprice frequently, and with no change in credit risk, approximate the fair values of these instruments.

Financial Liabilities. The fair values of demand deposits, savings accounts, securities sold under repurchase agreements and accrued interest payable are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using external market rates currently offered for deposits with similar remaining maturities. The carrying values of the interest bearing demand notes to the United States Treasury are deemed an approximation of fair values due to the frequent repayment and repricing at market rates. The fixed and floating rate subordinated debentures, floating rate subordinated term loan, notes payable to the FHLB, fixed rate subordinated term debt, and capital lease obligation are estimated by discounting future cash flows using current rates for advances with similar characteristics.

Commitments to Extend Credit and Standby Letters of Credit. The fair value of commitments to extend credit and standby letters of credit, based on fees currently charged to enter into similar agreements, is not significant.

The estimated fair values of financial instruments that are reported in the Company's consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:



					Fair Value Measurements at Reporting Date Using
As of June 30, 2014	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	503,648	$	503,648	$	—	$	503,648	$	—
Investment securities available-for-sale	1,506,996		1,506,996		—		1,506,996		—
Investment securities held-to-maturity	586,989		592,682		—		592,682		—
Accrued interest receivable	26,497		26,497		—		26,497		—
Mortgage servicing rights, net	13,443		25,812		—		25,812		—
Net loans	4,428,096		4,389,772		—		4,343,267		46,505
Total financial assets	$	7,065,669	$	7,045,407	$	—	$	6,998,902	$	46,505

Financial liabilities:
Total deposits, excluding time deposits	$	5,043,387	$	5,043,387	$	—	$	5,043,387	$	—
Time deposits	1,135,655		1,141,585		—		1,141,585		—
Securities sold under repurchase agreements	462,985		462,985		—		462,985		—
Other borrowed funds	20		20		—		20		—
Accrued interest payable	5,316		5,316		—		5,316		—
Long-term debt	36,893		35,381		—		35,381		—
Subordinated debentures held by subsidiary trusts	82,477		75,200		—		75,200		—
Total financial liabilities	$	6,766,733	$	6,763,874	$	—	$	6,763,874	$	—

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)



					Fair Value Measurements at Reporting Date Using
As of December 31, 2013	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	534,827	$	534,827	$	—	$	534,827	$	—
Investment securities available-for-sale	1,947,706		1,947,706		—		1,947,706		—
Investment securities held-to-maturity	203,837		205,926		—		205,926		—
Accrued interest receivable	26,450		26,450		—		26,450		—
Mortgage servicing rights, net	13,546		25,698		—		25,698		—
Net loans	4,259,514		4,246,539		—		4,189,237		57,302
Total financial assets	$	6,985,880	$	6,987,146	$	—	$	6,929,844	$	57,302

Financial liabilities:
Total deposits, excluding time deposits	$	4,943,033	$	4,943,033	$	—	$	4,943,033	$	—
Time deposits	1,190,717		1,196,250		—		1,196,250		—
Securities sold under repurchase agreements	457,437		457,437		—		457,437		—
Other borrowed funds	3		3		—		3		—
Accrued interest payable	4,963		4,963		—		4,963		—
Long-term debt	36,917		34,508		—		34,508		—
Subordinated debentures held by subsidiary trusts	82,477		72,045		—		72,045		—
Total financial liabilities	$	6,715,547	$	6,708,239	$	—	$	6,708,239	$	—


(14)	Acquisitions

On February 10, 2014, the Company entered into an agreement and plan of merger to acquire all of the outstanding stock of Mountain West Financial Corp ("Mountain West"), a Montana-based bank holding company that operates one wholly-owned subsidiary bank, Mountain West Bank, NA, with branches located in five of the Company's current market areas in Montana. As of June 30, 2014, Mountain West had total assets of approximately $623,355, net loans of approximately $380,410 and deposits of approximately $519,820.

Under the terms of the agreement and plan of merger, each outstanding share of Mountain West common stock will be canceled and converted into the right to receive 0.2552 shares of the Company's Class A common stock plus $7.125 in cash, or, if a Mountain West stockholder properly elects and subject to the limitations contained within the agreement and plan of merger, an amount in all cash or all stock intended to be substantially equal in value to the above described combination of stock and cash merger consideration. The value received by Mountain West stockholders in the aggregate and on a per share of Mountain West common stock basis will fluctuate prior to the completion of the merger based on the prevailing market price of the Company's Class A common stock at the time the transaction is consummated.

The merger is expected to be completed after the close of business on July 31, 2014. Subject to regulatory approval, the Company anticipates Mountain West Bank, NA will be merged with and into FIB on October 18, 2014. For additional information regarding the acquisition, see Note 17 - Subsequent Events.


(15)	Related Party Transactions

On May 2, 2014, the Company repurchased 20,000 shares of its Class A common stock from a director of the Company at a price of $24.77 per share. The repurchase was made in a privately negotiated transaction pursuant to a stock repurchase program approved by the Company's Board of Directors in November 2013. For additional information regarding the Company's stock repurchases, see Note 6 - Capital Stock.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


(16)	Recent Authoritative Accounting Guidance

ASU 2014-01 “Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects.” The amendments in ASU 2014-01 permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The evaluation of whether conditions have been met to apply the proportional amortization method is conducted at the time of initial investment and subsequently reevaluated if there is a change in the nature of the investment or a change in the relationship with the limited liability entity that could result in the conditions no longer being met. The decision to apply the proportional amortization method of accounting should be applied consistently to all qualifying affordable housing project investments rather than on an individual investment basis. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense or benefit. The amendments in ASU 2014-01 are effective for the Company for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2014, with early adoption permitted.

The Company adopted the amendments in ASU 2014-01 effective January 1, 2014. As of June 30, 2014, the Company had two investments in qualified affordable housing projects with an aggregate carrying value of $4,656 included in other assets on the Company's balance sheet. The Company elected to account for these investments using the proportional amortization method. During the three and six months ended June 30, 2014, income tax benefits associated with these projects of $7 and $14 were recognized as a component of income tax expense. The Company has commitments to invest additional amounts in these projects of $260 in 2014, $5,604 in 2015, $32 annually in 2016 through 2021, and $21 annually in 2022 and 2023.

ASU 2014-04 “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The amendments in ASU 2014-04 clarify that an in-substance repossession or foreclosures occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real estate property to the creditor to satisfy the loan through completion of a deed in lieu of foreclosures or through a similar legal agreement. The amendments in ASU 2014-04 also require interim and annual disclosure of both (i) the amount of foreclosed residential real estate property held by the creditor and (ii) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The amendments in ASU 2014-04 are effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2014 using either a modified retrospective transition method or a prospective transition method. The Company does not expect the amendments in ASU 2014-04 to have a material impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU 2014-09 "Revenue from Contracts with Customers." The amendments in ASU 2014-09 introduce a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The amendments in ASU 2014-09 are effective for the Company for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, and may be adopted retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial adoption recognized at the date of initial application. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements, results of operations or liquidity.

ASU 2014-11 "Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures." The amendments in ASU 2014-11 expand secured borrowing treatment for certain repurchase agreements. Under the amendments in ASU 2014-11, repurchase-to-maturity transactions and repurchase agreements executed as repurchase financing transactions are required to be accounted for as secured borrowings. ASU 2014-11 requires additional

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

disclosures about certain transactions accounted for as a sale in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets through an agreement with the same counterparty. ASU 2014-11 also requires disclosure of the types of collateral pledged and liabilities associated with an entity's repurchase agreements, securities lending transactions and repurchase-to-maturity transactions accounted for as secured borrowings. The accounting changes included in the amendments in ASU 2014-11 are effective for the Company on January 1, 2015. The disclosure requirements set forth in the amendment in ASU 2014-11 are effective for the Company for interim and annual periods beginning after December 31, 2014. The Company does not expect the amendments in ASU 2014-11 to have a material impact on the Company’s consolidated financial statements, results of operations or liquidity.


(17)	Subsequent Events

Subsequent events have been evaluated for potential recognition and disclosure through the date financial statements were filed with the Securities and Exchange Commission. On July 24, 2014, the Company declared a quarterly dividend to common shareholders of $0.16 per share, to be paid on August 15, 2014 to shareholders of record as of August 5, 2014.

On July 31, 2014, the Company completed the acquisition of Mountain West. Consideration for the acquisition consisted of cash of $38,479 and 1,378,230 shares of the Company's Class A common stock.

No other events requiring recognition or disclosure were identified.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013, including the audited financial statements contained therein, filed with the Securities and Exchange Commission, or SEC.

When we refer to “we,” “our,” and “us” in this report, we mean First Interstate BancSystem, Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, First Interstate BancSystem, Inc.

Cautionary Note Regarding Forward-Looking Statements and Factors that Could Affect Future Results

“Forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such forward-looking statements. The following factors, among others, may cause actual results to differ materially from current expectations in the forward-looking statements, including those set forth in this report: continuing or worsening business and economic conditions, adverse economic conditions affecting Montana, Wyoming and western South Dakota, credit losses, lending risk, adequacy of the allowance for loan losses, impairment of goodwill, changes in interest rates, access to low-cost funding sources, dependence on the Company’s management team, ability to attract and retain qualified employees, governmental regulation and changes in regulatory, tax and accounting rules and interpretations, failure of technology, inability to meet liquidity requirements, failure to manage growth, competition, ineffective internal operational controls, environmental remediation and other costs, reliance on external vendors, litigation pertaining to fiduciary responsibilities, failure to effectively implement technology-driven products and services, soundness of other financial institutions, inability of our bank subsidiary to pay dividends, implementation of new lines of business or new product or service offerings, change in dividend policy, volatility of Class A common stock, decline in market price of Class A common stock, dilution as a result of future equity issuances, uninsured nature of any investment in Class A common stock, voting control of Class B stockholders, anti-takeover provisions, controlled company status, and, subordination of common stock to Company debt.

A more detailed discussion of each of the foregoing risks is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed February 28, 2014. These factors and the other risk factors described in the Company's periodic and current reports filed with the SEC from time to time, however, are not necessarily all of the important factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the Company's forward-looking statements. Other unknown or unpredictable factors also could harm the Company's results. Investors and others are encouraged to read the more detailed discussion of the Company's risks contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and we do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Executive Overview

We are a financial holding company headquartered in Billings, Montana. As of June 30, 2014, we had consolidated assets of $7,651 million, deposits of $6,179 million, loans of $4,506 million and total stockholders’ equity of $839 million. We currently operate 74 banking offices, including detached drive-up facilities, in 41 communities located in Montana, Wyoming and western South Dakota. Through the our bank subsidiary, First Interstate Bank or the Bank, we deliver a comprehensive range of banking products and services to individuals, businesses, municipalities and other entities throughout our market areas. Our customers participate in a wide variety of industries, including energy, tourism, agriculture, healthcare, professional services, education, governmental services, construction, mining, retail and wholesale trade.

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Our Business

Our principal business activity is lending to and accepting deposits from individuals, businesses, municipalities and other entities. We derive our income principally from interest charged on loans and, to a lesser extent, from interest and dividends earned on investments. We also derive income from non-interest sources such as fees received in connection with various lending and deposit services; trust, employee benefit, investment and insurance services; mortgage loan originations, sales and servicing; merchant and electronic banking services; and from time to time, gains on sales of assets. Our principal expenses include interest expense on deposits and borrowings, operating expenses, provisions for loan losses and income tax expense.

Our loan portfolio consists of a mix of real estate, consumer, commercial, agricultural and other loans, including fixed and variable rate loans. Our real estate loans comprise commercial real estate, construction (including residential, commercial and land development loans), residential, agricultural and other real estate loans. Fluctuations in the loan portfolio are directly related to the economies of the communities we serve. While each loan originated generally must meet minimum underwriting standards established in our credit policies, lending officers are granted discretion within pre-approved limits in approving and pricing loans to assure that the banking offices are responsive to competitive issues and community needs in each market area. We fund our loan portfolio primarily with the core deposits from our customers, generally without utilizing brokered deposits and with minimal reliance on wholesale funding sources.

Recent Developments

On February 10, 2014, we entered into an agreement and plan of merger to acquire all of the outstanding stock of Mountain West Financial Corp ("Mountain West"), a Montana-based bank holding company that operates one wholly-owned subsidiary bank, Mountain West Bank, NA, with branches located in five of our current market areas in Montana.

Under the terms of the agreement and plan of merger, each outstanding share of Mountain West common stock will be canceled and converted into the right to receive 0.2552 shares of our Class A common stock plus $7.125 in cash, or, if a Mountain West stockholder properly elects and subject to the limitations contained within the agreement and plan of merger, an amount in all cash or all stock intended to be substantially equal in value to the above described combination of stock and cash merger consideration. The merger is expected to be completed after the close of business on July 31, 2014. Consideration for the acquisition is expected to consist of cash of approximately $38,479, subject to adjustments for shareholders electing to receive all cash, and approximately 1,378,230 shares of the Company's Class A common stock. Subject to regulatory approval, the Company anticipates Mountain West Bank, NA will be merged with and into First Interstate Bank on October 18, 2014.

For additional information regarding the plan of merger, see “Note 14 – Acquisitions” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

Primary Factors Used in Evaluating Our Business

As a banking institution, we manage and evaluate various aspects of both our financial condition and our results of operations. We monitor our financial condition and performance on a monthly basis at our holding company, at the Bank and at each banking office. We evaluate the levels and trends of the line items included in our balance sheet and statements of income, as well as various financial ratios that are commonly used in our industry. We analyze these ratios and financial trends against both our own historical levels and the financial condition and performance of comparable banking institutions in our region and nationally.

Results of Operations

Principal factors used in managing and evaluating our results of operations include return on average assets, net interest income, non-interest income, non-interest expense and net income. Net interest income is affected by the level of interest rates, changes in interest rates and changes in the volume and composition of interest earning assets and interest bearing liabilities. The most significant impact on our net interest income between periods is derived from the interaction of changes in the rates earned or paid on interest earning assets and interest bearing liabilities, which we refer to as interest rate spread. The volume of loans, investment securities and other interest earning assets, compared to the volume of interest bearing deposits and indebtedness, combined with the interest rate spread, produces changes in our net interest income between periods. Non-interest bearing sources of funds, such as demand deposits and stockholders’ equity, also support earning assets. The impact of free funding sources is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. We evaluate our net interest income on factors that include the yields on our loans and other earning assets, the costs of our deposits and other funding sources, the levels of our net interest spread and net interest margin and the provisions for loan losses required to maintain our allowance for loan losses at an adequate level.

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We evaluate our non-interest income relative to the trends of the individual types of non-interest income and seek to increase our non-interest income over time.

We manage our non-interest expenses in consideration of growth opportunities and our community banking model that emphasizes customer service and responsiveness. We evaluate our non-interest expense on factors that include our non-interest expense relative to our average assets, our efficiency ratio and the trends of the individual categories of non-interest expense.

Finally, we seek to increase our net income and provide favorable shareholder returns over time, and we evaluate our net income relative to the performance of other bank holding companies on factors that include return on average assets, return on average equity, total shareholder return and growth in earnings.

Financial Condition

Principal areas of focus in managing and evaluating our financial condition include liquidity, the diversification and quality of our loans, the adequacy of our allowance for loan losses, the diversification and terms of our deposits and other funding sources, the re-pricing characteristics and maturities of our assets and liabilities, including potential interest rate exposure and the adequacy of our capital levels. We seek to maintain sufficient levels of cash and investment securities to meet potential payment and funding obligations, and we evaluate our liquidity on factors that include the levels of cash and highly liquid assets relative to our liabilities, the quality and maturities of our investment securities, the ratio of loans to deposits and any reliance on brokered certificates of deposit or other wholesale funding sources.

We seek to grow a diverse and high quality loan portfolio and evaluate our asset quality on factors that include the allocation of our loans among loan types, credit exposure to any single borrower or industry type, non-performing assets as a percentage of total loans and other real estate owned, or OREO, and loan charge-offs as a percentage of average loans. We maintain our allowance for loan losses at a level adequate to absorb probable losses inherent in our loan portfolio at each balance sheet date, and we evaluate the level of our allowance for loan losses relative to our overall loan portfolio, the levels of non-performing, criticized and classified loans and potential charge-offs.

We fund our assets primarily using core customer deposits spread among various deposit categories, and we evaluate our deposit and funding mix on factors that include the allocation of our deposits among deposit types, the level of our non-interest bearing deposits, the ratio of our core deposits to our total deposits and our reliance on brokered deposits or other wholesale funding sources, such as borrowings from other banks or agencies. We manage the mix, maturities and re-pricing characteristics of our assets and liabilities to maintain relative stability of our net interest rate margin in a changing interest rate environment, and we evaluate our asset-liability management using models to evaluate the changes to our net interest income under different interest rate scenarios.

Additionally, we maintain adequate capital levels to absorb unforeseen operating losses and to help support the growth of our balance sheet. We evaluate our capital adequacy using the regulatory and financial capital ratios including leverage capital ratio, tier 1 risk-based capital ratio, total risk-based capital ratio, tangible common equity to tangible assets and tier 1 common capital to total risk-weighted assets.

Critical Accounting Estimates and Significant Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the industries in which we operate. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. The most significant accounting policies we follow are summarized in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Our critical accounting estimates are summarized below. Management considers an accounting estimate to be critical if: (1) the accounting estimate requires management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and (2) changes in the estimate that are reasonably likely to occur from period to period, or the use of different estimates that management could have reasonably used in the current period, would have a material impact on our consolidated financial statements, results of operations or liquidity.

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Allowance for Loan Losses

The provision for loan losses creates an allowance for loan losses known and inherent in the loan portfolio at each balance sheet date. The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio.

We perform a quarterly assessment of the risks inherent in our loan portfolio, as well as a detailed review of each significant loan with identified weaknesses. Based on this analysis, we record a provision for loan losses in order to maintain the allowance for loan losses at appropriate levels. In determining the allowance for loan losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of subjective measurements, including management’s assessment of the internal risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends and the impact of current local, regional and national economic factors on the quality of the loan portfolio. Changes in these estimates and assumptions are possible and may have a material impact on our allowance, and therefore our consolidated financial statements or results of operations. The allowance for loan losses is maintained at an amount we believe is sufficient to provide for estimated losses inherent in our loan portfolio at each balance sheet date, and fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses. Management monitors qualitative and quantitative trends in the loan portfolio, including changes in the levels of past due, internally classified and non-performing loans. Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013 describes the methodology used to determine the allowance for loan losses. A discussion of the factors driving changes in the amount of the allowance for loan losses is included herein under the heading “Asset Quality."

Goodwill

The excess purchase price over the fair value of net assets from acquisitions, or goodwill, is evaluated for impairment at least annually and on an interim basis if an event or circumstance indicates that it is likely impairment has occurred. In any given year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value of the reporting unit is in excess of the carrying value, or if the Company elects to bypass the qualitative assessment, a two-step quantitative impairment test is performed. In performing a quantitative test for impairment, the fair value of net assets is estimated based on an analysis of our market value, discounted cash flows and peer values. Determining the fair value of goodwill is considered a critical accounting estimate because of its sensitivity to market-based economics. In addition, any allocation of the fair value of goodwill to assets and liabilities requires significant management judgment and the use of subjective measurements. Variability in market conditions and key assumptions or subjective measurements used to estimate and allocate fair value are reasonably possible and could have a material impact on our consolidated financial statements or results of operations. Note 1 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013 describes our accounting policy with regard to goodwill.

Our annual evaluation of goodwill for impairment is performed as of July 1st each year. Upon completion of the most recent evaluation, it was determined that the estimated fair value of net assets was greater than the carrying value of the Company. We will continue to monitor our performance and evaluate our goodwill for impairment annually or more frequently as needed.

Results of Operations

The following discussion and analysis is intended to provide greater details of the results of our operations and financial condition.

Net Interest Income. During second quarter 2014, our net interest income on a fully-taxable equivalent, or FTE, basis increased $927 thousand, or 1.5%, to $60.8 million, as compared to $59.9 million during the same period in 2013, and our net FTE interest margin ratio decreased 2 basis points to 3.54%, as compared to 3.56%. For the six months ended June 30, 2014, our net FTE interest income decreased $235 thousand, or less than 1%, to $120.0 million, as compared to $120.3 million for the same period in 2013, and our net FTE interest margin ratio decreased 2 basis points to 3.53%, as compared to 3.55%. Declines in yields earned on our loan and investment portfolios during the three and six months ended June 30, 2014, as compared to the same periods in 2013, were offset by increases in average outstanding loans, reductions in the cost of interest bearing liabilities and lower average outstanding time deposits.

We recorded recoveries of previously charged-off interest of $1.4 million and $1.9 million during the three and six months ended June 30, 2014, respectively, as compared to $532 thousand and $762 thousand during the same respective periods in 2013. Exclusive of the recovery of previously charged-off interest, our net interest margin ratio would have been 3.46% and 3.48% during the three and six months ended June 30, 2014, respectively, as compared to 3.55% and 3.53% during the same respective periods in 2013.

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The following tables present, for the periods indicated, condensed average balance sheet information, together with interest income and yields earned on average interest earning assets and interest expense and rates paid on average interest bearing liabilities.



Average Balance Sheets, Yields and Rates
(Dollars in thousands)	Three Months Ended June 30,
	2014							2013
	Average Balance		Interest			Average Rate		Average Balance		Interest			Average Rate
Interest earning assets:
Loans (1) (2)	$	4,436,786	$	56,019		5.06	%	$	4,256,579	$	55,270		5.21	%
Investment securities (2)	2,091,438		9,017			1.73		2,153,342		9,588			1.79
Interest bearing deposits in banks	356,911		225			0.25		335,761		212			0.25
Federal funds sold	1,958		3			0.61		3,322		5			0.60
Total interest earnings assets	6,887,093		65,264			3.80		6,749,004		65,075			3.87
Non-earning assets	669,029							601,023
Total assets	$	7,556,122						$	7,350,027
Interest bearing liabilities:
Demand deposits	$	1,878,483	$	513		0.11	%	$	1,722,138	$	475		0.11	%
Savings deposits	1,653,034		598			0.15		1,544,648		598			0.16
Time deposits	1,148,832		2,216			0.77		1,312,863		2,965			0.91
Repurchase agreements	438,744		63			0.06		466,533		74			0.06
Other borrowed funds	8		—			—		10		—			—
Long-term debt	36,897		476			5.17		37,142		483			5.22
Subordinated debentures held by by subsidiary trusts	82,477		592			2.88		82,477		601			2.92
Total interest bearing liabilities	5,238,475		4,458			0.34		5,165,811		5,196			0.40
Non-interest bearing deposits	1,443,239							1,356,133
Other non-interest bearing liabilities	44,291							49,323
Stockholders’ equity	830,117							778,760
Total liabilities and stockholders’ equity	$	7,556,122						$	7,350,027
Net FTE interest income			$	60,806						$	59,879
Less FTE adjustments (2)			(1,079		)					(1,119		)
Net interest income from consolidated statements of income			$	59,727						$	58,760
Interest rate spread						3.46	%						3.47	%
Net FTE interest margin (3)						3.54	%						3.56	%
Cost of funds, including non-interest bearing demand deposits (4)						0.27	%						0.32	%


(1)	Average loan balances include non-accrual loans. Interest income on loans includes amortization of deferred loan fees net of deferred loan costs, which is not material.


(2)	Interest income and average rates for tax exempt loans and securities are presented on a FTE basis.


(3)	Net FTE interest margin during the period equals (i) the difference between annualized interest income on interest earning assets and the annualized interest expense on interest bearing liabilities, divided by (ii) average interest earning assets for the period.


(4)	Calculated by dividing total annualized interest on interest bearing liabilities by the sum of total interest bearing liabilities plus non-interest bearing deposits.

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Average Balance Sheets, Yields and Rates
(Dollars in thousands)	Six Months Ended June 30,
	2014							2013
	Average Balance		Interest			Average Rate		Average Balance		Interest			Average Rate
Interest earning assets:
Loans (1) (2)	$	4,391,143	$	110,211		5.06	%	$	4,236,866	$	111,184		5.29	%
Investment securities (2)	2,099,993		18,387			1.77		2,178,758		19,567			1.81
Interest bearing deposits in banks	362,815		456			0.25		405,919		510			0.25
Federal funds sold	1,531		4			0.53		2,924		9			0.62
Total interest earnings assets	6,855,482		129,058			3.80		6,824,467		131,270			3.88
Non-earning assets	666,748							599,661
Total assets	$	7,522,230						$	7,424,128
Interest bearing liabilities:
Demand deposits	$	1,858,211	$	1,025		0.11	%	$	1,725,457	$	949		0.11	%
Savings deposits	1,646,296		1,193			0.15		1,547,381		1,251			0.16
Time deposits	1,160,783		4,533			0.79		1,338,903		6,193			0.93
Repurchase agreements	447,601		129			0.06		489,230		174			0.07
Other borrowed funds	7		—			—		9		—			—
Long-term debt	36,903		949			5.19		37,148		963			5.23
Preferred stock pending redemption	—		—			—		4,696		159			6.83
Subordinated debentures held by by subsidiary trusts	82,477		1,180			2.89		82,477		1,297			3.17
Total interest bearing liabilities	5,232,278		9,009			0.35		5,225,301		10,986			0.42
Non-interest bearing deposits	1,423,639							1,377,374
Other non-interest bearing liabilities	47,223							51,554
Stockholders’ equity	$	819,090						$	769,899
Total liabilities and stockholders’ equity	7,522,230							7,424,128
Net FTE interest income			120,049							120,284
Less FTE adjustments (2)			$	(2,186	)					$	(2,247	)
Net interest income from consolidated statements of income			117,863							118,037
Interest rate spread						3.45	%						3.46	%
Net FTE interest margin (3)						3.53	%						3.55	%
Cost of funds, including non-interest bearing demand deposits (4)						0.27	%						0.34	%


(1)	Average loan balances include non-accrual loans. Interest income on loans includes amortization of deferred loan fees net of deferred loan costs, which is not material.


(2)	Interest income and average rates for tax exempt loans and securities are presented on a FTE basis.


(3)	Net FTE interest margin during the period equals (i) the difference between annualized interest income on interest earning assets and the annualized interest expense on interest bearing liabilities, divided by (ii) average interest earning assets for the period.


(4)	Calculated by dividing total annualized interest on interest bearing liabilities by the sum of total interest bearing liabilities plus non-interest bearing deposits.

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The table below sets forth, for the periods indicated, a summary of the changes in interest income and interest expense resulting from estimated changes in average asset and liability balances (volume) and estimated changes in average interest rates (rate). Changes which are not due solely to volume or rate have been allocated to these categories based on the respective percent changes in average volume and average rate as they compare to each other.



Analysis of Interest Changes Due to Volume and Rates
(Dollars in thousands)	Three Months Ended June 30, 2014 compared with Three Months Ended June 30, 2013									Six Months Ended June 30, 2014 compared with Six Months Ended June 30, 2013
	Volume			Rate			Net			Volume			Rate			Net
Interest earning assets:
Loans (1)	$	2,340		$	(1,591	)	$	749		$	4,049		$	(5,022	)	$	(973	)
Investment securities (1)	(276		)	(295		)	(571		)	(708		)	(472		)	(1,180		)
Interest bearing deposits in banks	13			—			13			(54		)	—			(54		)
Federal funds sold	(2		)	—			(2		)	(4		)	(1		)	(5		)
Total change	2,075			(1,886		)	189			3,283			(5,495		)	(2,212		)
Interest bearing liabilities:
Demand deposits	43			(5		)	38			73			2			75
Savings deposits	42			(42		)	—			80			(138		)	(58		)
Time deposits	(370		)	(379		)	(749		)	(824		)	(835		)	(1,659		)
Repurchase agreements	(4		)	(7		)	(11		)	(15		)	(30		)	(45		)
Long-term debt	(3		)	(4		)	(7		)	(6		)	(8		)	(14		)
Preferred stock pending redemption	—						—			(159		)	—			(159		)
Subordinated debentures	—			(9		)	(9		)	—			(117		)	(117		)
Total change	(292		)	(446		)	(738		)	(851		)	(1,126		)	(1,977		)
Increase (decrease) in FTE net interest income	$	2,367		$	(1,440	)	$	927		$	4,134		$	(4,369	)	$	(235	)

(1)Interest income for tax exempt loans and securities are presented on a FTE basis.

Provision for Loan Losses. During the three and six months ended June 30, 2014, we reversed provision for loan losses of $2.0 million and $7.0 million, respectively. This compares to recording provisions for loan losses of $375 thousand and $875 thousand during the same respective periods in 2013. The reversal of provision for loan losses during the three and six months ended June 30, 2014, was primarily due to the combined impact of reductions in specific reserves on impaired loans and lower general reserves reflective of improvement in economic conditions in our market areas, improvement in loss history trends used to estimate required reserves and decreases in the level of criticized real estate and construction loans, which typically require higher reserves based on loss history. For information regarding our non-performing loans, see “Non-Performing Assets” included herein.

Non-interest Income. Our principal sources of non-interest income include other service charges, commissions and fees; income from the origination and sale of loans; wealth management revenues; and, service charges on deposit accounts. Non-interest income decreased $3.0 million, or 10.2%, to $26.6 million for the three months ended June 30, 2014, as compared to $29.6 million for the same period in 2013, and decreased $7.7 million, or 13.2%, to $50.7 million for the six months ended June 30, 2014, as compared to $58.4 million for the same period in 2013. Significant components of the decreases are discussed below.

Other service charges, commissions and fees primarily include debit and credit card interchange income, mortgage loan servicing fee income, insurance and other commissions and ATM service charge revenues. Other service charges, commissions and fees increased $722 thousand, or 8.0%, to $9.7 million during the three months ended June 30, 2014, as compared to $9.0 million for the same period in 2013, and increased $1.6 million, or 9.4%, to $18.9 million for the six months ended June 30, 2014, as compared to $17.2 million during the same period in 2013. These increases were primarily due to increases in interchange revenue due to higher debit and credit card transaction volumes and increases in mortgage loan servicing fee income resulting from an increase in the number of loans serviced.

Income from the origination and sale of loans decreased $3.7 million, or 36.5%, to $6.4 million during the three months ended June 30, 2014, compared to $10.0 million during the same period in 2013. For the six months ended June 30, 2014, income from the origination and sale of loans decreased $9.7 million, or 46.7%, to $11.0 million, as compared to $20.7 million for the same period in 2013. These decreases are primarily the result of lower demand for refinancing loans in our market areas. Our total mortgage loans production decreased approximately 36% during the six months ended June 30, 2014, as compared to the same period in 2013, with loans originated for home purchases accounting for approximately 73% of our mortgage loan production, as compared to approximately 43% during the same period in 2013.

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Wealth management revenues are comprised principally of fees earned for management of trust assets and investment services revenues. Fees earned for management of trust assets are generally based on the market value of assets managed. Wealth management revenues increased $589 thousand, or 14.7%, to $4.6 million during the three months ended June 30, 2014, as compared to $4.0 million during the same period in 2013, and increased $910 thousand, or 11.2%, to $9.1 million for the six months ended June 30, 2014, as compared to $8.2 million for the same period in 2013. These increases are due to the combined effects of the addition of new wealth management customers and increases in the market values of new and existing assets under trust management.

Other income decreased $291 thousand, or 13.1%, to $1.9 million during the three months ended June 30, 2014, as compared to $2.2 million during the same period in 2013, and decreased $80 thousand, or 2.0%, to $3.8 million during the six months ended June 30, 2014, as compared to $3.9 million during the same period in 2013, primarily due to decreases in earnings on securities held under deferred compensation plans and decreases in death benefits received under the Company's life insurance policies. These decreases were largely offset by the income earned on $60.0 million of life insurance purchased during the fourth quarter of 2013 and first quarter 2014.

Non-interest Expense. Non-interest expense increased $900 thousand, or 1.6%, to $55.9 million for the three months ended June 30, 2014, as compared to $55.0 million for the same period in 2013, and decreased $1.4 million, or 1.3% to $110.3 million for the six months ended June 30, 2014, as compared to $111.7 million for the same period in 2013. Significant components of these variances are discussed below.

Salaries and wages increased $905 thousand, or 3.8%, to $24.4 million during the three months ended June 30, 2014, as compared to $23.5 million during the same period in 2013, primarily due to inflationary wage increases and higher incentive compensation accruals. For the six months ended June 30, 2014, salaries and wages expense decreased $95 thousand, or less than 1.0%, to $46.9 million, as compared to $47.0 million for the same period in 2013. During the first six months of 2014, as compared to the same period in 2013, inflationary increases in salaries expense was more than offset by lower incentive bonus accruals and increases in deferred loan origination costs.

Employee benefits expense decreased $382 thousand, or 5.1%, to $7.2 million for the three months ended June 30, 2014, as compared to $7.5 million during the same period in 2013, and decreased $244 thousand, or 1.6%, to $15.5 million during the six months ended June 30, 2014, as compared to $15.7 million during the same period in 2013. These decreases were primarily the result of decreases in earnings on securities held under deferred compensation plans.

Variations in net OREO income or expense between periods are primarily due to fluctuations in write-downs of the estimated fair values of OREO properties, net gains and losses recorded on OREO sales and carrying costs and/or operating expense of OREO properties. During the three months ended June 30, 2014, net OREO income decreased $781 thousand, or 85.4%, to $134 thousand, compared to $915 thousand during the same period in 2013, primarily due to lower gains recognized on the sale of OREO properties and lower net operating expenses. During the three months ended June 30, 2014, we recorded net OREO expense of $187 thousand, fair value write-downs of $10 thousand and net gains on the sale of OREO properties of $331 thousand. This compares to net OREO expense of $676 thousand, fair value write-downs of $259 thousand and net gains on the sale of OREO properties of $1.9 million recorded during the same period in 2013.

The Company recorded net OREO income of $153 thousand during the six months ended June 30, 2014, as compared to net OREO expense of $981 thousand recorded during the same period in 2013. The shift from net OREO expense during the first six months of 2013 to net OREO income during the first six months of 2014 was primarily due to decreases in fair value write-downs and lower net operating expenses associated with OREO properties. During the six months ended June 30, 2014, net OREO income included $603 thousand of net operating expenses, $10 thousand of fair value write-downs, and net gains on the sale of properties of $766 thousand. This compares to $1.1 million of net operating expenses, fair value write-downs of $2.6 million and net gains of $2.7 million recorded during the same period in 2013.

FDIC insurance premiums decreased $263 thousand, or 19.4%, to $1.1 million during the three months ended June 30, 2014, as compared to $1.4 million for the same period in 2013, and decreased $524 thousand, or 19.2%, to $2.2 million during the six months ended June 30, 2014, as compared to $2.7 million for the same period in 2013. These decreases were due to lower assessment rates reflective of improved credit quality.

During second quarter 2014, we recorded $597 thousand of non-core acquisition expense related to our pending acquisition of Mountain West. These acquisition-related expenses primarily include legal and professional fees and travel expenses. For additional information regarding the pending acquisition, see "Recent Developments" included herein and “Note 14 – Acquisitions” and "Note 17 - Subsequent Events" in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

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Other expense decreased $1.0 million, or 8.8%, to $10.8 million during the three months ended June 30, 2014, as compared to $11.9 million during the same period in 2013, and decreased $862 thousand, or 3.9%, to $21.3 million for the six months ended June 30, 2014, as compared to $22.2 million for the same period in 2013. During second quarter 2013, we recorded a $616 thousand write-down of the carrying values of long lived assets pending disposal. The remaining decreases in other expenses during the three and six months ended June 30, 2014, as compared to the same periods in 2013, were primarily due to decreases in advertising expense resulting from fluctuations in the timing of advertising campaigns.

Income Tax Expense. Our effective federal income tax rate was 30.7% for the six months ended June 30, 2014 and 30.6% for the six months ended June 30, 2013. State income tax applies primarily to pretax earnings generated within Montana and South Dakota. Our effective state tax rate was 4.2% for the six months ended June 30, 2014 and 4.3% for the six months ended June 30, 2013.

Financial Condition

Total assets increased $87 million, or 1.1%, to $7,651 million as of June 30, 2014, from $7,565 million as of December 31, 2013. Significant components of the increase are discussed below.

Loans. Total loans increased $162 million, or 3.7%, to $4,506 million as of June 30, 2014, from $4,345 million as of December 31, 2013, with most loan categories showing growth.

Continuing business expansion in our existing market areas resulted in increases in commercial, commercial real estate and commercial construction loans as of June 30, 2014, as compared to December 31, 2013. The most notable growth occurred in commercial loans, which increased $51 million, or 7.5%, to $727 million as of June 30, 2014, from $677 million as of December 31, 2013. Commercial real estate loans increased $16 million , or 1.1%, to $1,465 million as of June 30, 2014, from $1,449 million as of December 31, 2013, and commercial construction loans increased $17 million, or 25.1%, to $87 million as of June 30, 2014, from $69 million as of December 31, 2013.

Consumer loans increased $35 million, or 5.3%, to $707 million as of June 30, 2014, from $672 million as of December 31, 2013, primarily due to growth in indirect consumer loans. Indirect consumer loans increased $36 million, or 7.6%, to $512 million as of June 30, 2014, from $476 million as of December 31, 2013, due to continued expansion of our indirect lending program within our existing markets and increases in the average loan amounts advanced.

Residential real estate loans increased $27 million, or 3.1%, to $895 million as of June 30, 2014, from $868 million as of December 31, 2013, primarily due to increased origination of five to fifteen year adjustable rate and conventional 1-4 family residential real estate loans not meeting the requirements for sale on the secondary market. During the first half of 2014, substantially all of the Company's conforming residential loan production was sold to investors in the secondary market.

Agricultural loans increased $18 million, or 16.5%, to $130 million as of June 30, 2014, from $112 million as of December 31, 2013, due to seasonal increases in credit lines that typically occur during the second and third quarters of the year.

Agricultural real estate loans decreased $11 million, or 6.4%, to $163 million as of June 30, 2014, from $174 million as of December 31, 2013, primarily due to first quarter 2014 scheduled repayments of the loans of one borrower.

Non-performing Assets. Non-performing assets include non-accrual loans, loans contractually past due 90 days or more and still accruing interest and OREO. The following table sets forth information regarding non-performing assets as of the dates indicated:



Nonperforming Assets and Troubled Debt Restructurings
(Dollars in thousands)	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013
Non-performing loans:
Non-accrual loans	$	79,166		$	88,114		$	94,439		$	94,015		$	103,729
Accruing loans past due 90 days or more	1,494			1,664			2,232			2,188			1,742

Total non-performing loans	80,660			89,778			96,671			96,203			105,471
OREO	16,425			16,594			15,504			18,537			22,782

Total non-performing assets	$	97,085		$	106,372		$	112,175		$	114,740		$	128,253

Troubled debt restructurings not included above	$	23,531		$	19,687		$	21,780		$	21,939		$	23,406

Non-performing loans to total loans	1.79		%	2.06		%	2.22		%	2.22		%	2.45		%
Non-performing assets to total loans and OREO	2.15		%	2.43		%	2.57		%	2.64		%	2.97		%
Non-performing assets to total assets	1.27		%	1.40		%	1.48		%	1.53		%	1.76		%

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Non-performing loans. Non-performing loans include non-accrual loans and loans contractually past due 90 days or more. We monitor and evaluate collateral values on non-performing loans quarterly. Appraisals are required on all non-performing loans every 18-24 months, or sooner as conditions necessitate. We monitor real estate values by market for our larger market areas. Based on trends in real estate values, adjustments may be made to the appraised value based on time elapsed between the appraisal date and the impairment analysis or a new appraisal may be ordered. Appraised values in our smaller market areas may be adjusted based on trends identified through discussions with local realtors and appraisers. Appraisals are also adjusted for selling costs. The adjusted appraised value is then compared to the loan balance and any resulting shortfall is recorded in the allowance for loan losses as a specific valuation allowance. Overall increases in specific valuation allowances will result in higher provisions for loan losses. Provisions for loan losses are also impacted by changes in the historical or general valuation elements of the allowance for loan losses as well.

The following table sets forth the allocation of our non-performing loans among our various loan categories as of the dates indicated:



Non-Performing Loans by Loan Type
(Dollars in thousands)	June 30, 2014		Percent of Total		December 31, 2013		Percent of Total
Real estate:
Commercial	$	38,462	47.7	%	$	48,955	50.7	%
Construction:			.
Land acquisition and development	11,290		14.0	%	16,307		16.9	%
Commercial	2,580		3.2	%	225		0.2	%
Residential	653		0.8	%	1,372		1.4	%
Total construction	14,523		18.0	%	17,904		18.5	%
Residential	5,925		7.3	%	7,276		7.5	%
Agricultural	7,099		8.8	%	8,574		8.9	%
Total real estate	66,009		81.8	%	82,709		85.6	%
Consumer	1,488		1.9	%	1,350		1.4	%
Commercial	12,656		15.7	%	12,487		12.9	%
Agricultural	506		0.6	%	125		0.1	%
Other	1		—	%	—		—	%
Total non-performing loans	$	80,660	100.0	%	$	96,671	100.0	%

Non-accrual loans. We generally place loans on non-accrual when they become 90 days past due, unless they are well secured and in the process of collection. When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed from income. If all loans on non-accrual had been current in accordance with their original terms, gross income of approximately $2.2 million and $2.7 million would have been accrued for the six months ended June 30, 2014 and 2013, respectively.

Non-accrual loans, the largest component of non-performing loans, decreased $15 million, or 16.2%, to $79 million as of June 30, 2014, from $94 million as of December 31, 2013, primarily due to pay-downs and the movement of non-accrual loans out of the loan portfolio through foreclosure or charge-off.

OREO. OREO consists of real property acquired through foreclosure on the collateral underlying defaulted loans. We initially record OREO at fair value less estimated selling costs. Any excess of loan carrying value over the fair value of the real estate acquired is recorded as a charge against the allowance for loan losses. Estimated losses that result from the ongoing periodic valuation of these properties are charged to earnings in the period in which they are identified. The fair values of OREO properties are estimated using appraisals and management estimates of current market conditions. OREO properties are appraised every 18-24 months unless deterioration in local market conditions indicates the need to obtain new appraisals sooner. OREO properties are evaluated by management quarterly to determine if additional write-downs are appropriate or necessary based on current market conditions. Quarterly evaluations include a review of the most recent appraisal of the property and reviews of recent appraisals and comparable sales data for similar properties in the same or adjacent market areas. Commercial and agricultural OREO properties are listed with unrelated third party professional real estate agents or brokers local to the areas where the marketed properties are located. Residential properties are typically listed with local realtors, after any redemption period has expired. We rely on these local real estate agents and/or brokers to list the properties on the local multiple listing system, to provide marketing materials and advertisements for the properties and to conduct open houses.

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OREO increased $921 thousand, or 5.9%, to $16 million as of June 30, 2014, from $15 million as of December 31, 2013. During the first six months of 2014, the Company had OREO additions of $4 million and sold OREO with a book value of $3 million at a net gain of $766 thousand. Approximately 69% of OREO additions during the first six months of 2014 relate to the properties of one commercial and one residential real estate borrower. As of June 30, 2014, the composition of OREO properties was 44% land and land development, 33% commercial and 23% residential real estate.

Allowance for Loan Losses. The Company performs a quarterly assessment of the adequacy of its allowance for loan losses in accordance with generally accepted accounting principles. The methodology used to assess the adequacy is consistently applied to the Company's loan portfolio. The allowance for loan losses is established through a provision for loan losses based on our evaluation of known and inherent risk in our loan portfolio at each balance sheet date. In determining the allowance for loan losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the allowance for loan losses is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates. See the discussion under “Critical Accounting Estimates and Significant Accounting Policies — Allowance for Loan Losses” above.

The allowance for loan losses is increased by provisions charged against earnings and net recoveries of charged-off loans and is reduced by negative provisions credited to earnings and net loan charge-offs. The allowance for loan losses consists of three elements:

(1)

Specific valuation allowances associated with impaired loans. Specific valuation allowances are determined based on assessment of the fair value of the collateral underlying the loans as determined through independent appraisals, the present value of future cash flows, observable market prices and any relevant qualitative or environmental factors impacting the loan. No specific valuation allowances are recorded for impaired loans that are adequately secured.

(2)

Historical valuation allowances based on loan loss experience for similar loans with similar characteristics and trends. Historical valuation allowances are determined by applying percentage loss factors to the credit exposures from outstanding loans. For commercial, agricultural and real estate loans, loss factors are applied based on the internal risk classifications of these loans. For consumer loans, loss factors are applied on a portfolio basis. For commercial, agriculture and real estate loans, loss factor percentages are based on a migration analysis of our historical loss experience, designed to account for credit deterioration. For consumer loans, loss factor percentages are based on a one-year loss history.


(3)	General valuation allowances determined based on changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, general economic conditions and other qualitative risk factors both internal and external to us.

Based on the assessment of the adequacy of the allowance for loan losses, management records provisions for loan losses to maintain the allowance for loan losses at appropriate levels.

Loans, or portions thereof, are charged-off against the allowance for loan losses when management believes that the collectability of the principal is unlikely, or, with respect to consumer installment loans, according to an established delinquency schedule. Generally, loans are charged-off when (1) there has been no material principal reduction within the previous 90 days and there is no pending sale of collateral or other assets, (2) there is no significant or pending event which will result in principal reduction within the upcoming 90 days, (3) it is clear that we will not be able to collect all or a portion of the loan, (4) payments on the loan are sporadic, will result in an excessive amortization or are not consistent with the collateral held and (5) foreclosure or repossession actions are pending. Loan charge-offs do not directly correspond with the receipt of independent appraisals or the use of observable market data if the collateral value is determined to be sufficient to repay the principal balance of the loan.

If the impaired loan is adequately collateralized, a specific valuation allowance is not recorded. As such, significant changes in impaired and non-performing loans do not necessarily correspond proportionally with changes in the specific valuation component of the allowance for loan losses. Additionally, management expects the timing of charge-offs will vary between quarters and will not necessarily correspond proportionally to changes in the allowance for loan losses or changes in non-performing or impaired loans due to timing differences among the initial identification of an impaired loan, recording of a specific valuation allowance for the impaired loan and any resulting charge-off of uncollectible principal.

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The following table sets forth information regarding our allowance for loan losses as of and for the periods indicated.



Allowance for Loan Losses
(Dollars in thousands)	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2014			2014			2013			2013			2013
Balance at beginning of period	$	81,371		$	85,339		$	92,990		$	98,528		$	97,904
Provision charged to operating expense	(2,001		)	(5,000		)	(4,000		)	(3,000		)	375
Charge offs:
Real estate
Commercial	699			817			761			1,319			1,251
Construction	48			152			960			385			449
Residential	409			114			203			424			324
Agricultural	2			2			1			2			3
Consumer	934			846			1,168			1,083			1,299
Commercial	534			796			2,589			1,703			569
Agricultural	—			64			—			—			—
Total charge-offs	2,626			2,791			5,682			4,916			3,895
Recoveries:
Real estate
Commercial	167			159			290			500			2,140
Construction	458			87			215			878			593
Residential	26			120			248			20			134
Agricultural	—			1			—			1			6
Consumer	558			608			431			484			672
Commercial	313			2,822			847			474			596
Agricultural	—			26			—			21			3
Total recoveries	1,522			3,823			2,031			2,378			4,144
Net charge-offs	1,104			(1,032		)	3,651			2,538			(249		)
Balance at end of period	$	78,266		$	81,371		$	85,339		$	92,990		$	98,528

Period end loans	$	4,506,362		$	4,364,838		$	4,344,853		$	4,332,092		$	4,297,364
Average loans	4,436,786			4,344,993			4,323,504			4,327,995			4,256,579
Net loans charged-off to average loans, annualized	0.10		%	(0.10		)%	0.34		%	0.23		%	(0.02		)%
Allowance to period end loans	1.74		%	1.86		%	1.96		%	2.15		%	2.29		%

Although we have established our allowance for loan losses in accordance with accounting principles generally accepted in the United States and we believe that our allowance for loan losses was adequate to provide for known and inherent losses in the portfolio at all times, future provisions will be subject to on-going evaluations of the risks in the loan portfolio. If the economy declines or asset quality deteriorates, material additional provisions could be required.

Investment Securities. We manage our investment portfolio to obtain the highest yield possible, while meeting our risk tolerance and liquidity guidelines and satisfying the pledging requirements for deposits of state and political subdivisions and securities sold under repurchase agreements. Investment securities decreased $58 million, or 2.7%, to $2,094 million, or 27.4% of total assets, as of June 30, 2014, from $2,152 million, or 28.4% of total assets, as of December 31, 2013. As of June 30, 2014, the estimated duration of our investment portfolio was 3.1 years, as compared to 3.7 years as of December 31, 2013.

On June 27, 2014, we transferred available-for-sale U.S. agency mortgage-backed securities and collateralized mortgage obligations with amortized costs and fair value of $397 million and $389 million, respectively, into the held-to-maturity category. Net unrealized losses of $8 million included in accumulated other comprehensive income at the time of the transfer are being amortized to yield over the remaining expected lives of the transferred securities of 4.3 years.

We evaluate our investment portfolio quarterly for other-than-temporary declines in the market value of individual investment securities. This evaluation includes monitoring credit ratings; market, industry and corporate news; volatility in market prices; and, determining whether the market value of a security has been below its cost for an extended period of time. As of June 30, 2014, we had investment securities with fair values aggregating $586 million that had been in a continuous loss position more than twelve months. Gross unrealized losses on these securities of $9 million as of June 30, 2014, were attributable to changes in interest rates. No impairment losses were recorded during the three or six months ended June 30, 2014 and 2013.

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Company-Owned Life Insurance. Company-owned life insurance increased $17 million, or 13.7%, to $139 million as of June 30, 2014, from $122 million as of December 31, 2013, due to the January 2014 purchase of $15 million of life insurance covering certain officers and directors of our bank subsidiary.

Deferred Tax Liability. As of June 30, 2014, we had a net deferred tax liability of $3 million, as compared to a net deferred tax asset of $12 million as of December 31, 2013. The shift in deferred taxes from a net asset to a net liability was primarily due to decreases in deferred tax assets related to unrealized losses on available-for sale investment securities. Contributing to the decrease in deferred tax assets related to unrealized losses on available-for-sale investment securities was the June 27, 2014 transfer of available-for-sale investment securities with unrealized losses of $8 million into the held-to-maturity category. In addition, the shift in the deferred taxes from a net asset to a net liability was also impacted by reductions in temporary timing differences associated with our allowance for loan losses and increases in deferred tax liabilities related to tax deductible goodwill.

Deposits. Our deposits consist of non-interest bearing and interest bearing demand, savings, individual retirement and time deposit accounts. Total deposits increased $45 million, or less than 1.0%, to $6,179 million as of June 30, 2014, from $6,134 million as of December 31, 2013. During the first six months of 2014, the mix of deposits continued to shift away from higher costing time deposits to lower costing demand and savings deposits, the result of a sustained low interest rate environment.

The following table summarizes our deposits as of the dates indicated:



Deposits
(Dollars in thousands)	June 30, 2014		Percent of Total		December 31, 2013		Percent of Total
Non-interest bearing demand	$	1,533,484	24.8	%	$	1,491,683	24.3	%
Interest bearing:
Demand	1,868,695		30.2		1,848,806		30.2
Savings	1,641,208		26.6		1,602,544		26.1
Time, $100 and over	470,709		7.6		492,051		8.0
Time, other (1)	664,946		10.8		698,666		11.4
Total interest bearing	4,645,558		75.2		4,642,067		75.7
Total deposits	$	6,179,042	100.0	%	$	6,133,750	100.0	%


(1)	Included in Time, other are Certificate of Deposit Account Registry Service, or CDAR, deposits of $46 million as of June 30,

2014 and $52 million as of December 31, 2013.

Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses decreased $5 million, or 10.2%, to $43 million as of June 30, 2014, from $48 million as of December 31, 2013, primarily due to decreases in our incentive bonus payable reflective of the payment of 2013 incentive bonuses during first quarter 2014.

Capital Resources and Liquidity Management

Stockholders’ equity is influenced primarily by earnings, dividends, changes in the unrealized holding gains or losses, net of taxes, on available-for-sale investment securities and sales and redemptions of common stock. Stockholders’ equity increased $37 million, or 4.6%, to $839 million as of June 30, 2014, from $802 million as of December 31, 2013, primarily due to the retention of earnings and decreases in unrealized losses on available-for-sale investment securities.

During the six months ended June 30, 2014, we paid aggregate cash dividends of $14.1 million, or $0.32 per share, to common stockholders, as compared to aggregate cash dividends of $5.6 million, or $0.13 per share, paid during six months ended June 30, 2013. During fourth quarter 2012, we declared and paid an accelerated aggregate quarterly cash dividend of $5.6 million, or $0.13 per share, to common shareholders in lieu of the quarterly dividend which would have been declared and paid in January 2013.

During the first six months of 2014, we repurchased and retired 325,418 of our shares of Class A common stock in a combination of privately negotiated and open market transactions at an aggregate purchase price of $8.1 million. The repurchases were made pursuant to a stock repurchase program approved by our Board of Directors. For additional information regarding the repurchase, see “Note 6 – Capital Stock” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

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Pursuant to the Federal Deposit Insurance Corporation Improvement Act, the Federal Reserve and FDIC have adopted regulations setting forth a five-tier system for measuring the capital adequacy of the financial institutions they supervise. As of June 30, 2014 and December 31, 2013, the Bank had capital levels that, in all cases, exceeded the well-capitalized guidelines. As of June 30, 2014, we had consolidated leverage, tier 1 and total risk-based capital ratios of 10.35%, 15.02% and 16.69%, respectively, as compared to 10.08%, 14.93% and 16.75%, respectively, as of December 31, 2013. For additional information regarding our capital levels, see “Note 8 – Regulatory Capital” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

Liquidity. Liquidity measures our ability to meet current and future cash flow needs on a timely basis and at a reasonable cost. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders. Our liquidity position is supported by management of liquid assets and liabilities and access to alternative sources of funds. Liquid assets include cash, interest bearing deposits in banks, federal funds sold, available-for-sale investment securities and maturing or prepaying balances in our held-to-maturity investment and loan portfolios. Liquid liabilities include core deposits, federal funds purchased, securities sold under repurchase agreements and borrowings. Other sources of liquidity include the sale of loans, the ability to acquire additional national market funds through non-core deposits, the issuance of additional collateralized borrowings such as FHLB advances, the issuance of debt securities, additional borrowings through the Federal Reserve’s discount window and the issuance of preferred or common securities.

Our short-term and long-term liquidity requirements are primarily to fund on-going operations, including payment of interest on deposits and debt, extensions of credit to borrowers, capital expenditures and shareholder dividends. These liquidity requirements are met primarily through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, debt financing and increases in customer deposits. For additional information regarding our operating, investing and financing cash flows, see the unaudited “Consolidated Statements of Cash Flows,” included in Part I, Item 1.

As a holding company, we are a corporation separate and apart from the Bank and, therefore, we provide for our own liquidity. Our main sources of funding include management fees and dividends declared and paid by the Bank and access to capital markets. There are statutory, regulatory and debt covenant limitations that affect the ability of our subsidiary bank to pay dividends to us. Management believes that such limitations will not impact our ability to meet our ongoing short-term cash obligations.

Management continuously monitors our liquidity position and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Our management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, our management is not aware of any regulatory recommendations regarding liquidity, which if implemented, would have a material adverse effect on us.

Recent Accounting Pronouncements

See “Note 16 – Recent Authoritative Accounting Guidance” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report for details of recently issued accounting pronouncements and their expected impact on our financial statements.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

As of June 30, 2014, there have been no material changes in the quantitative and qualitative information about market risk provided pursuant to Item 305 of Regulation S-K as presented in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act. As of June 30, 2014, an evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of

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the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2014, were effective in ensuring that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods required by the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting for the quarter ended June 30, 2014, that have materially affected, or are reasonably likely to materially affect, such control.

Limitations on Controls and Procedures

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, any system of disclosure controls and procedures or internal control over financial reporting may not be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

PART II.

OTHER INFORMATION


Item 1.	Legal Proceedings

There have been no material changes in legal proceedings as described in our Annual Report on Form 10-K for the year ended December 31, 2013.


Item 1A.	Risk Factors

There have been no material changes in risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2013.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

(a) There were no unregistered sales of equity securities during the three months ended June 30, 2014.

(b) Not applicable.

(c) The following table provides information with respect to purchases made by or on behalf of us or any "affiliated purchasers" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the three months ended June 30, 2014.



				Total Number of	Maximum Number
				Shares Purchased	of Shares That
	Total Number	Average		as Part of Publicly	May Yet Be
	of Shares	Price Paid		Announced Plans	Purchased Under the
Period	Purchased	Per Share		or Programs	Plans or Programs
April 2014	—	$	—	—	1,899,645
May 2014	225,063	24.91		225,063	1,674,582
June 2014	—	—		—	1,674,582
Total	225,063	$	24.91	225,063	1,674,582


Item 3.	Defaults upon Senior Securities

None.

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Item 4.	Mine Safety Disclosures

Not applicable.


Item 5.	Other Information

On July 31, 2014, the Company announced the completion of its acquisition of Mountain West Financial Corp. The Company expects to complete, subject to its receipt of necessary further regulatory approvals, the subsequent merger of Mountain West Bank, NA into First Interstate Bank on October 18, 2014.

Item 6. Exhibits



Exhibit Number		Description

2.1		Agreement and Plan of Merger between First Interstate BancSystem, Inc. and Mountain West Financial Corp dated February 10, 2014 (incorporated herein reference to Exhibit 2.1 of the Company's Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, No. 333-194050, dated April 2, 2014)

3.1		Amended and Restated Articles of Incorporation dated March 5, 2010 (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K/A filed on March 10, 2010)

3.2		Second Amended and Restated Bylaws dated January 27, 2011 (incorporated herein by reference to Exhibit 3.8 of the Company’s Current Report on Form 8-K filed on February 3, 2011)

10.1		Credit Agreement Re: Subordinated Term Note dated as of January 10, 2008, between First Interstate BancSystem, Inc. and First Midwest Bank (incorporated herein by reference to Exhibit 10.24 of the Company’s Current Report on Form 8-K filed on January 16, 2008)

10.2		Lease Agreement between Billings 401 Joint Venture and First Interstate Bank Montana dated September 20, 1985 and addendum thereto (incorporated herein by reference to Exhibit 10.4 of the Company’s Post-Effective Amendment No. 3 to Registration Statement on Form S-1, No. 033-84540, filed on September 29, 1994)

10.3†		First Interstate BancSystem’s Deferred Compensation Plan dated December 1, 2006 (incorporated herein by reference to Exhibit 10.9 of the Company’s Pre-Effective Amendment No. 3 to Registration Statement on Form S-1, No. 333-164380, filed on March 23, 2010)

10.4†		First Amendment to the First Interstate BancSystem’s Deferred Compensation Plan dated October 24, 2008 (incorporated herein by reference to Exhibit 10.10 of the Company’s Pre-Effective Amendment No. 3 to Registration Statement on Form S-1, No. 333-164380, filed on March 23, 2010)

10.5†		2001 Stock Option Plan, as amended (incorporated herein by reference to Exhibit 4.12 of the Company’s Registration Statement on Form S-8, No. 333-106495, filed on June 25, 2003)

10.6†		Second Amendment to 2001 Stock Option Plan (incorporated herein by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

10.7†		First Interstate BancSystem, Inc. 2006 Equity Compensation Plan, amended and restated as of November 21, 2013 (incorporated herein by reference to Exhibit 4.4 of the Company's Registration Statement on Form S-8, No. 333-193543, filed January 24, 2014 )

10.8†		Form of First Interstate BancSystem, Inc. 2006 Equity Compensation Plan Restricted Stock Agreement (Performance-ROA) for Certain Executive Officers (incorporated herein by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)

10.9†		Form of First Interstate BancSystem, Inc. 2006 Equity Compensation Plan Restricted Stock Agreement (Performance-ROE) for Certain Executive Officers (incorporated herein by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)

10.10†		Form of First Interstate BancSystem, Inc. 2006 Equity Compensation Plan Restricted Stock Agreement (Performance) for Certain Executive Officers (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 13, 2013)

10.11		Trademark License Agreements between Wells Fargo & Company and First Interstate BancSystem, Inc. (incorporated herein by reference to Exhibit 10.11 of the Registration Statement on Form S-1, filed on April 22, 1997)

31.1*		Certification of Quarterly Report on Form 10-Q pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer

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Exhibit Number		Description

31.2*		Certification of Quarterly Report on Form 10-Q pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer

32*		Certification of Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101**		Interactive data file


†	Management contract or compensatory arrangement.


*	Filed herewith.


**	As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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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.



		FIRST INTERSTATE BANCSYSTEM, INC.

Date:	July 31, 2014	/S/ ED GARDING
		Ed Garding
		President and Chief Executive Officer

Date:	July 31, 2014	/S/ KEVIN P. RILEY
		Kevin P. Riley
		Executive Vice President and Chief Financial Officer

First Interstate BancSystem - 10-Q quarterly report FY2014 Q2

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