First Interstate BancSystem - 10-Q quarterly report FY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2007

OR


o		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 000-49733

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

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

The Registrant had 8,156,051 shares of common stock outstanding on June 30, 2007.

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, 2007 and December 31, 2006		3

Consolidated Statements of Income Three and six months ended June 30, 2007 and 2006		4

Consolidated Statements of Stockholders’ Equity and Comprehensive Income Six months ended June 30, 2007 and 2006		5

Consolidated Statements of Cash Flows Six months ended June 30, 2007 and 2006		6

Notes to Unaudited Consolidated Financial Statements		7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		22

Item 4T – Controls and Procedures		22

Part II. Other Information

Item 1 – Legal Proceedings		23

Item 1A – Risk Factors		23

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 3 – Defaults Upon Senior Securities		23

Item 4 – Submission of Matters to a Vote of Security Holders		23

Item 5 – Other Information		24

Item 6 – Exhibits		24

Signatures		26
Certification by Chief Executive Officer
Certification by Chief Financial Officer
Section 906 Certification

2

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except share data)

(Unaudited)


	June 30,			December 31,
	2007			2006
Assets
Cash and due from banks	$	164,153			187,555
Federal funds sold		11,849			55,427
Interest bearing deposits in banks		10,640			12,809


Total cash and cash equivalents		186,642			255,791


Investment securities:
Available-for-sale		859,004			1,012,658
Held-to-maturity (estimated fair values of $111,704 as of June 30, 2007 and $112,391 as of December 31, 2006)		112,925			111,940

Total investment securities		971,929			1,124,598

Loans		3,494,146			3,310,363
Less allowance for loan losses		50,308			47,452

Net loans		3,443,838			3,262,911


Premises and equipment, net		120,811			120,280
Accrued interest receivable		34,646			30,913
Company-owned life insurance		65,811			64,705
Mortgage servicing rights, net of accumulated amortization and impairment reserve		21,724			22,644
Goodwill		37,380			37,380
Net deferred tax asset		10,684			8,297
Other assets		41,361			46,615


Total assets	$	4,934,826			4,974,134


Liabilities and Stockholders’ Equity

Deposits:
Noninterest bearing	$	850,530			888,694
Interest bearing		3,068,858			2,819,817


Total deposits		3,919,388			3,708,511

Federal funds purchased		2,735			—
Securities sold under repurchase agreements		488,483			731,548
Accrued interest payable		19,289			18,872
Accounts payable and accrued expenses		26,501			36,295
Other borrowed funds		4,696			5,694
Long-term debt		5,873			21,601
Subordinated debenture held by subsidiary trust		41,238			41,238


Total liabilities		4,508,203			4,563,759


Stockholders’ equity:
Nonvoting noncumulative preferred stock without par value; authorized 100,000 shares; no shares issued or outstanding as of June 30, 2007 or December 31, 2006		—			—
Common stock without par value; authorized 20,000,000 shares; issued and outstanding 8,156,051 shares as of June 30, 2007 and 8,144,788 shares as of December 31, 2006		43,308			45,477
Retained earnings		392,470			372,039
Accumulated other comprehensive loss, net		(9,155	)		(7,141	)


Total stockholders’ equity		426,623			410,375


Total liabilities and stockholders’ equity	$	4,934,826			4,974,134

See accompanying notes to unaudited consolidated financial statements.

3

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)


	For the three months						For the six months
	ended June 30,						ended June 30,
	2007			2006			2007		2006
							—
Interest income:
Interest and fees on loans	$	67,641			59,837			132,901		115,599
Interest and dividends on investment securities:
Taxable		9,810			10,100			21,067		19,268
Exempt from Federal taxes		1,186			1,132			2,340		2,205
Interest on deposits in banks		396			75			502		171
Interest on Federal funds sold		1,801			414			2,660		1,284
							—
Total interest income		80,834			71,558			159,470		138,527
							—

Interest expense:
Interest on deposits		25,289			17,131			47,884		32,115
Interest on Federal funds purchased		21			575			64		582
Interest on securities sold under repurchase agreements		5,329			6,169			12,074		11,169
Interest on other borrowed funds		38			337			76		383
Interest on long-term debt		84			525			269		1,040
Interest on subordinated debenture held by subsidiary trust		895			857			1,781		1,659

Total interest expense		31,656			25,594			62,148		46,948


Net interest income		49,178			45,964			97,322		91,579
Provision for loan losses		1,875			2,578			3,750		4,331

Net interest income after provision for loan losses		47,303			43,386			93,572		87,248

Noninterest income:
Other service charges, commissions and fees		6,066			5,507			11,559		10,535
Service charges on deposit accounts		4,549			4,357			8,888		8,457
Technology services revenues		4,271			3,905			8,619		7,533
Income from origination and sale of loans		2,993			2,255			5,151		4,116
Financial services revenues		2,890			2,857			5,626		5,550
Investment securities losses, net		—			(4	)		—		(4	)
Other income		1,537			1,766			4,160		3,749

Total noninterest income		22,306			20,643			44,003		39,936


Noninterest expense:
Salaries, wages and employee benefits		24,110			21,507			48,171		42,849
Furniture and equipment		3,961			4,089			8,032		8,066
Occupancy, net		3,723			3,194			7,156		6,637
Mortgage servicing rights amortization expense		1,114			1,036			2,282		1,979
Mortgage servicing rights impairment expense (recovery)		(677	)		(218	)		116		(388	)
Professional fees		677			614			1,367		1,395
Outsourced technology services		888			634			1,643		1,255
Other expenses		8,790			8,445			16,589		15,875

Total noninterest expense		42,586			39,301			85,356		77,668


Income before income taxes		27,023			24,728			52,219		49,516
Income tax expense		9,398			8,591			18,098		17,245

Net income	$	17,625			16,137			34,121		32,271


Basic earnings per common share	$	2.16			1.99			4.17		3.98


Diluted earnings per common share	$	2.11			1.95			4.08		3.90

See accompanying notes to unaudited consolidated financial statements.

4

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

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

(Unaudited)


										Unearned			Accumulated
	Common									compensation-			other			Total
	shares			Common			Retained			restricted			comprehensive			stockholders'
	outstanding			stock			earnings			stock			income (loss)			equity

Balance at December 31, 2006		8,144,788		$	45,477			372,039			—			(7,141	)		410,375

Comprehensive income:
Net income					—			34,121			—			—			34,121
Unrealized losses on available-for-sale investment securities, net of income tax benefit of $1,307					—			—			—			(2,014	)		(2,014	)

Other comprehensive income																	(2,014	)

Total comprehensive income																	32,107


Common stock transactions:
Common shares retired		(107,752	)		(9,507	)		—			—			—			(9,507	)
Common shares issued		411			37			—			—			—			37
Restricted shares issued		—			—			—			—			—			—
Stock options exercised, net of 16,130 shares tendered in payment of option price and income tax withholding amounts		118,604			4,422			—			—			—			4,422

Tax benefits related to stock-based compensation					2,134			—			—			—			2,134

Stock-based compensation expense					745			—			—			—			745

Cash dividends declared:
Common ($1.26 per share)					—			(13,690	)		—			—			(13,690	)


Balance at June 30, 2007		8,156,051		$	43,308			392,470			—			(9,155	)		426,623


Balance at December 31, 2005		8,098,933		$	43,569			314,843			(330	)		(8,235	)		349,847

Comprehensive income:
Net income					—			32,271			—			—			32,271
Unrealized losses on available-for-sale investment securities, net of income tax benefit of $4,897					—			—			—			(7,547	)		(7,547	)
Less reclassification adjustment for losses included in net income, net of income tax benefit of $2					—			—			—			2			2

Other comprehensive income																	(7,545	)

Total comprehensive income																	24,726


Common stock transactions:
Common shares retired		(68,099	)		(4,861	)		—			—			—			(4,861	)
Common shares issued		6,045			414			—			—			—			414
Restricted shares issued		1,000			—			—			—			—			—
Stock options exercised, net of 27,480 shares tendered in payment of option price and income tax withholding amounts		71,229			2,307			—			—			—			2,307
Stock option tax benefit					1,006			—			—			—			1,006

Stock-based compensation expense:
Stock-based compensation expense					775			—			—			—			775
Reclassification of unearned compensation upon																	—
adoption of SFAS No. 123R					(330	)		—			330			—			—

Cash dividends declared:
Common ($1.08 per share)					—			(8,750	)		—			—			(8,750	)


Balance at June 30, 2006		8,109,108		$	42,880			338,364			—			(15,780	)		365,464

See accompanying notes to unaudited consolidated financial statements.

5

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)


	For the six months
	ended June 30,
	2007			2006
Cash flows from operating activities:
Net income	$	34,121			32,271
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of joint ventures		70			(491	)
Provision for loan losses		3,750			4,331
Depreciation		6,786			6,636
Net gain on sale of mortgage servicing rights		(1,147	)		—
Amortization of mortgage servicing rights		2,282			1,979
Net discount accretion on investment securities		(2,345	)		(3,029	)
Net loss on sale of investment securities		—			4
Net (gain) loss on sale of property and equipment		94			(15	)
Net impairment charges (reversal of impairment) on mortgage servicing rights		116			(388	)
Net increase in cash surrender value of company-owned life insurance		(1,106	)		(1,032	)
Stock-based compensation expense related to stock options & restricted stock awards		745			775
Excess tax benefits from stock-based compensation		(2,134	)		(1,006	)
Deferred income taxes		(1,078	)		(2,335	)
Changes in operating assets and liabilities:
Increase in loans held for sale		(16,468	)		(11,659	)
Increase in interest receivable		(3,733	)		(3,707	)
Decrease (increase) in other assets		5,319			(3,164	)
Increase in accrued interest payable		417			476
Decrease in accounts payable and accrued expenses		(9,794	)		(1,494	)

Net cash provided by operating activities		15,895			18,152

Cash flows from investing activities:
Purchases of investment securities:
Held-to-maturity		(8,337	)		(10,184	)
Available-for-sale		(1,573,165	)		(1,751,268	)
Proceeds from maturities and paydowns of investment securities:
Held-to-maturity		7,077			3,762
Available-for-sale		1,726,079			1,767,217
Proceeds from sales of available-for-sale investment securities		—			138
Net decrease in cash equivalent mutual funds classified as available-for-sale investment securities		37			5
Purchases and originations of mortgage servicing rights		(3,142	)		(2,920	)
Proceeds from sale of mortgage servicing rights		2,811			—
Extensions of credit to customers, net of repayments		(169,878	)		(213,553	)
Recoveries of loans charged-off		1,242			1,341
Proceeds from sales of other real estate		345			633
Net capital expenditures		(7,481	)		(6,250	)
Sale of banking office, net of cash		—			(2,547	)

Net cash used in investing activities		(24,412	)		(213,626	)

Cash flows from financing activities:
Net increase (decrease) in deposits		210,877			(4,932	)
Net increase in federal funds purchased		2,735			86,310
Net increase (decrease) in repurchase agreements		(243,065	)		91,502
Net increase (decrease) in other borrowed funds		(998	)		35,702
Borrowings of long-term debt		—			3,100
Repayments of long-term debt		(15,728	)		(3,826	)
Net decrease in debt issuance costs		17			19
Proceeds from issuance of common stock		6,593			3,727
Excess tax benefits from stock-based compensation		2,134			1,006
Payments to retire common stock		(9,507	)		(4,861	)
Dividends paid on common stock		(13,690	)		(8,750	)

Net cash provided by financing activities		(60,632	)		198,997

Net increase (decrease) in cash and cash equivalents		(69,149	)		3,523
Cash and cash equivalents at beginning of period		255,791			240,977

Cash and cash equivalents at end of period	$	186,642			244,500

See accompanying notes to unaudited consolidated financial statements.

6

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. (the “Parent Company” or “FIBS”) 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, 2007 and December 31, 2006 and the results of operations and cash flows for each of the three and six month periods ended June 30, 2007 and 2006, in conformity with U.S. generally accepted accounting principles. The balance sheet information at December 31, 2006 is derived from audited consolidated financial statements; however, certain reclassifications, none of which were material, have been made to conform to the June 30, 2007 presentation.

		These 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, 2006. Operating results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

(2)		Recent Accounting Pronouncements

		In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140,” requiring entities to evaluate and identify whether interests in securitized financial assets are freestanding derivatives, hybrid financial instruments that contain an embedded derivative requiring bifurcation, or hybrid financial instruments that contain embedded derivatives that do not require bifurcation. Adoption of the provisions of SFAS No. 155 on January 1, 2007, did not impact the consolidated financial statements, results of operations or liquidity of the Company.

		In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140,” requiring separate recognition of a servicing asset or liability whenever an entity undertakes an obligation to service financial assets. Under SFAS No. 156, all separately recognized servicing assets or liabilities are initially measured at fair value with subsequent measurements of each class of separately recognized servicing assets and liabilities using either the amortization method or a fair value measurement method. The Company elected to continue to follow the amortization method for subsequent measurement of servicing assets. Adoption of SFAS No. 156 on January 1, 2007, did not impact the Company’s consolidated financial statements, results of operations or liquidity.

		In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (an interpretation of SFAS No. 109)” (“FIN 48”). Under FIN 48, tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. The adoption of FIN 48 on January 1, 2007 did not have a material impact on the Company’s consolidated financial statements, results of operations or liquidity. See Note 6 included herein for additional information regarding the Company’s income taxes.

		In September 2006, the Emerging Issues Task Force (“EITF”) reached a final consensus on Issue No. 06-4 (“EITF 06-4”), “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” EITF 06-4 requires employers to recognize a liability for future benefits provided through endorsement split-dollar life insurance arrangements that extend into postretirement periods in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” or APB Opinion No. 12, “Omnibus Opinion — 1967.” The provisions of EITF 06-4 are effective for the Company on January 1, 2008 and are to be applied as a change in accounting principle either through a cumulative-effect adjustment to retained earnings or other components of equity or net assets in the statement of financial position as of the beginning of the year of adoption; or through retrospective application to all prior periods. The Company does not expect adoption of EITF 06-4 to have a significant impact on its consolidated financial statements, results of operations or liquidity.

7

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)


		In September 2006, the EITF reached a final consensus on Issue No. 06-5 (“EITF 06-5”), “Accounting for Purchase of Life Insurance—Determining the Amount That Could be Realized in Accordance with FASB Technical Bulletin No. 85-4,” requiring that the cash surrender value and any amounts provided by the contractual terms of an insurance policy that are realizable at the balance sheet date be considered in determining the amount that could be realized under Technical Bulletin No. 85-4. The adoption of EITF 06-5 on January 1, 2007 did not impact the Company’s consolidated financial statements, results of operations or liquidity.

		In March 2007, the EITF reached a final consensus on Issue No. 06-10 (“EITF 06-10”), “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements.” EITF 06-10 requires employers to recognize a liability for the post-retirement benefit related to collateral assignment split-dollar life insurance arrangements in accordance with SFAS No. 106 or APB Opinion No. 12. EITF 06-10 also requires employers to recognize and measure an asset based on the nature and substance of the collateral assignment split-dollar life insurance arrangement. The provisions of EITF 06-10 are effective for the Company on January 1, 2008, with earlier application permitted, and are to be applied as a change in accounting principle either through a cumulative-effect adjustment to retained earnings or other components of equity or net assets in the statement of financial position as of the beginning of the year of adoption; or as a change in accounting principle through retrospective application to all prior periods. The Company does not expect adoption of EITF 06-10 to have a significant impact on its consolidated financial statements, results of operations or liquidity.

		In June 2007, the Emerging Issues Task Force (“EITF”) reached a final consensus on Issue No. 06-11 (“EITF 06-11”), “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires realized income tax benefits from dividends paid to employees for equity classified nonvested equity shares to be recognized as an increase in additional paid in capital and be included in the pool of excess tax benefits available to absorb potential future tax deficiencies on share-based payment awards. The provisions of EITF 06-11 are to be applied prospectively to the income tax benefits resulting from dividends declared in fiscal years beginning after December 15, 2007. The Company does not expect adoption of EITF 06-11 to have a significant impact on its consolidated financial statements, results of operations or liquidity.

(3)		Computation of Earnings per 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. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period.

		The following table sets forth the computation of basic and diluted earnings per share for the three and six month periods ended June 30, 2007 and 2006:


	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006

Net income basic and diluted	$	17,625		16,137		34,121		32,271


Average outstanding shares-basic		8,173,718		8,104,670		8,180,835		8,106,570
Add: effect of dilutive stock options		196,250		173,020		188,549		175,282


Average outstanding shares-diluted		8,369,968		8,277,690		8,369,384		8,281,852


Basic earnings per share	$	2.16		1.99		4.17		3.98


Diluted earnings per share	$	2.11		1.95		4.08		3.90

8

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(4)		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, 2007, commitments to extend credit to existing and new borrowers approximated $1,373,733, which includes $306,428 on unused credit card lines and $319,321 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, 2007, the Company had outstanding standby letters of credit of $101,122. 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.

(5)		Supplemental Disclosures to Consolidated Statement of Cash Flows

		The Company paid cash of $61,731 and $46,484 for interest during the six months ended June 30, 2007 and 2006, respectively. The Company paid cash for income taxes of $23,189 and $20,169 during the six months ended June 30, 2007 and 2006, respectively.

(6)		Income Taxes

		The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions, including Montana. With few exceptions, the Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2003.

		As a result of the implementation of FIN 48 on January 1, 2007, the Company reclassified its balance sheet to record a liability for income taxes associated with uncertain tax positions of $400. Of this total, $299 represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods. There have been no significant changes to these amounts during the quarter ended June 30, 2007 and the Company does not expect that there will be any significant increase or decrease within the next 12 months.

		The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company had accrued approximately $101 for the payment of interest and penalties at June 30, 2007.

(7)		Segment Reporting

		The Company has two operating segments, Community Banking and Technology Services. Community Banking encompasses commercial and consumer banking services offered to individuals, businesses and municipalities. Technology Services encompasses technology services provided to affiliated and non-affiliated financial institutions.

		The Other category includes the net funding cost and other expenses of the Parent Company, the operational results of non-bank subsidiaries (except the Company’s technology services subsidiary) and intercompany eliminations.

9

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)


		Selected segment information for the three and six month periods ended June 30, 2007 and 2006 follows:


	Three Months Ended June 30, 2007
	Community		Technology
	Banking		Services		Other			Total

Net interest income (expense)	$	49,858		41		(721	)		49,178
Provision for loan losses		1,875		—		—			1,875

Net interest income (expense) after provision		47,983		41		(721	)		47,303
Noninterest income:
External sources		17,632		4,271		403			22,306
Internal sources		1		3,258		(3,259	)		—

Total noninterest income		17,633		7,529		(2,856	)		22,306
Noninterest expense		36,986		6,381		(781	)		42,586


Income (loss) before income taxes		28,630		1,189		(2,796	)		27,023
Income tax expense (benefit)		10,131		472		(1,205	)		9,398


Net income (loss)	$	18,499		717		(1,591	)		17,625


Depreciation and core deposit intangibles amortization	$	3,549		—		62			3,611


	Three Months Ended June 30, 2006
	Community		Technology
	Banking		Services		Other			Total

Net interest income (expense)	$	46,901		40		(977	)		45,964
Provision for loan losses		2,578		—		—			2,578

Net interest income (expense) after provision		44,323		40		(977	)		43,386
Noninterest income:
External sources		16,746		3,905		(8	)		20,643
Internal sources		—		3,375		(3,375	)		—

Total noninterest income		16,746		7,280		(3,383	)		20,643
Noninterest expense		35,341		5,564		(1,604	)		39,301


Income (loss) before income taxes		25,728		1,756		(2,756	)		24,728
Income tax expense (benefit)		9,024		695		(1,128	)		8,591


Net income (loss)	$	16,704		1,061		(1,628	)		16,137


Depreciation and core deposit intangibles amortization	$	3,517		—		61			3,578

10

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)


	Six Months Ended June 30, 2007
	Community		Technology
	Banking		Services		Other			Total

Net interest income (expense)	$	98,658		87		(1,423	)		97,322
Provision for loan losses		3,750		—		—			3,750

Net interest income (expense) after provision		94,908		87		(1,423	)		93,572
Noninterest income:
External sources		34,565		8,619		819			44,003
Internal sources		1		6,488		(6,489	)		—

Total noninterest income		34,566		15,107		(5,670	)		44,003
Noninterest expense		74,560		12,565		(1,769	)		85,356


Income (loss) before income taxes		54,914		2,629		(5,324	)		52,219
Income tax expense (benefit)		19,379		1,042		(2,323	)		18,098


Net income (loss)	$	35,535		1,587		(3,001	)		34,121


Depreciation and core deposit intangibles amortization	$	6,748		—		125			6,873


	Six Months Ended June 30, 2006
	Community		Technology
	Banking		Services		Other			Total

Net interest income (expense)	$	93,387		71		(1,879	)		91,579
Provision for loan losses		4,331		—		—			4,331

Net interest income (expense) after provision		89,056		71		(1,879	)		87,248
Noninterest income:
External sources		32,120		7,533		283			39,936
Internal sources		—		6,912		(6,912	)		—

Total noninterest income		32,120		14,445		(6,629	)		39,936
Noninterest expense		70,169		10,751		(3,252	)		77,668


Income (loss) before income taxes		51,007		3,765		(5,256	)		49,516
Income tax expense (benefit)		17,920		1,488		(2,163	)		17,245


Net income (loss)	$	33,087		2,277		(3,093	)		32,271


Depreciation and core deposit intangibles amortization	$	7,002		—		122			7,124

11

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, 2006, including the audited financial statements contained therein, filed with the Securities and Exchange Commission.

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. When we refer to the “Bank” in this report, we mean First Interstate Bank, our only bank subsidiary.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “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. All forward-looking statements are qualified in their entirety by reference to the factors discussed in this report and the following risk factors discussed more fully in Item 1A of this report and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006: (i) credit risk; (ii) business concentration and economic conditions in Montana and Wyoming; (iii) declines in real estate values; (iv) changes in interest rates; (v) inability to meet liquidity requirements; (vi) competition; (vii) failure of technology; (viii) breach in information system security; (ix) ineffective internal operational controls; (x) difficulties in execution of business strategy; (xi) disruption of vital infrastructure and other business interruptions; (xii) litigation pertaining to fiduciary responsibilities; (xiii) changes in or noncompliance with governmental regulations; (xiv) restrictions on dividends and stock redemptions; (xv) capital required to support our bank subsidiary; (xvi) investment risks affecting holders of common stock; and, (xvii) employment related concerns. Because the foregoing factors could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, undue reliance should not be placed on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of future events or developments.

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. Actual results could differ significantly from those estimates.

Our accounting policies are fundamental to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. The most significant accounting policies we follow are presented 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, 2006.

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.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. 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, changes in the nature of the loan portfolio, industry concentrations 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 reasonably possible and may have a material impact on our consolidated financial statements, results of

12

operations or liquidity. 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. Management continuously monitors qualitative and quantitative trends in the loan portfolio, including changes in the levels of past due, internally classified and non-performing loans. As a result, our historical experience has provided for an adequate allowance for loan losses. Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2006 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.”

Valuation of Mortgage Servicing Rights

We recognize as assets the rights to service mortgage loans for others, whether acquired or internally originated. Mortgage servicing rights are initially recorded at fair value and are amortized over the period of estimated servicing income. Mortgage servicing rights are carried on the consolidated balance sheet at the lower of amortized cost or fair value. We utilize the expertise of a third-party consultant to estimate the fair value of our mortgage servicing rights quarterly. In evaluating the mortgage servicing rights, the consultant uses discounted cash flow modeling techniques, which require estimates regarding the amount and timing of expected future cash flows, including assumptions about loan repayment rates, costs to service, as well as interest rate assumptions that contemplate the risk involved. Management believes the valuation techniques and assumptions used by the consultant are reasonable.

Determining the fair value of mortgage servicing rights is considered a critical accounting estimate because of the assets’ sensitivity to changes in estimates and assumptions used, particularly loan prepayment speeds and discount rates. Changes in these estimates and assumptions are reasonably possible and may have a material impact on our consolidated financial statements, results of operations or liquidity. Notes 1 and 7 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2006 describe the methodology we use to determine fair value of mortgage servicing rights.

EXECUTIVE OVERVIEW

Net income increased $1.5 million, or 9.2%, to $17.6 million, or $2.11 per diluted share, for the quarter ended June 30, 2007 as compared to $16.1 million, or $1.95 per diluted share, for the same period in 2006. During the six months ended June 30, 2007, net income increased $1.9 million, or 5.7%, to $34.1 million, or $4.08 per diluted share, as compared to $32.3 million, or $3.90 per diluted share, for the same period in the prior year. Second quarter 2007 net interest income, on a fully taxable-equivalent or FTE basis, increased 7.0%, as compared to the same period in 2006. FTE net interest income increased 6.3% during the six months ended June 30, 2007, as compared to the same period in 2006. These increases are due to organic growth in average earning assets, primarily loans. Average earning assets grew 6.3% during the three months ended June 30, 2007, as compared to the same period in 2006. Average earning assets grew 7.4% during the six months ended June 30, 2007, as compared to the same period in 2006. Average earning assets also comprised a larger percentage of total assets during the three and six month periods ended June 30, 2007, as compared to the same periods in the prior year. Net income for the six months ended June 30, 2007 was positively impacted by a $1.1 million gain on the sale of mortgage servicing rights recorded during first quarter 2007. This gain was partially offset by higher salaries, wages and benefits expenses; higher occupancy costs, primarily due to higher depreciation expense due to the adjustment of the useful life of one building and its related leasehold improvements and increases in maintenance expenses; and, impairment of mortgage servicing rights.

RESULTS OF OPERATIONS

Net Interest Income. Net interest income, our largest source of operating income, is derived from interest, dividends and fees received on interest earning assets, less interest expense incurred on interest bearing liabilities. The most significant impact on our net interest income between periods is derived from the interaction of changes in the volume of and rates earned or paid on interest earning assets and interest bearing liabilities (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 spread, produces changes in the net interest income between periods. Noninterest-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. Given the interest free nature of free funding sources, the net interest margin is generally higher than the spread.

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The following table presents, 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,
	2007								2006
	Average					Average			Average					Average
	Balance		Interest			Rate			Balance		Interest			Rate

Interest earning assets:
Loans (1)	$	3,418,976		68,015			8.07	%	$	3,190,310		60,191			7.57	%
Investment securities (1)		941,462		11,635			5.01			1,029,513		11,840			4.61
Federal funds sold		134,183		1,801			5.44			31,393		414			5.29
Interest bearing deposits in banks		31,230		396			5.14			6,987		75			4.31

Total interest earning assets		4,525,851		81,847			7.33	%		4,258,203		72,520			6.83	%
Noninterest earning assets		423,784								442,759

Total assets	$	4,949,635							$	4,700,962

Interest earning liabilities:
Demand deposits	$	1,012,485		6,257			2.51	%		833,357		3,572			1.72	%
Savings deposits		949,859		6,318			2.70			852,876		4,322			2.03
Time deposits		1,088,858		12,714			4.74			979,079		9,237			3.78
Federal funds purchased		1,560		21			5.46			45,954		575			5.02
Borrowings (2)		538,971		5,367			4.04			665,539		6,506			3.92
Long-term debt		6,051		84			5.63			54,912		525			3.83
Subordinated debenture		41,238		895			8.80			41,238		857			8.34

Total interest earning liabilities		3,639,022		31,656			3.53	%		3,472,955		25,594			2.96	%

Noninterest bearing deposits		840,968								821,248
Other noninterest bearing liabilities		47,785								41,955
Stockholders’ equity		421,860								364,804


Total liabilities and stockholders’ equity	$	4,949,635							$	4,700,962


Net FTE interest			$	50,191							$	46,926
Less FTE adjustments				(1,013	)							(962	)


Net interest income from consolidated statements of income			$	49,178							$	45,964


Interest rate spread							3.80	%							3.87	%


Net FTE yield on interest earning assets (3)							4.45	%							4.42	%


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

⁽²⁾		Includes interest on securities sold under repurchase agreements and other borrowed funds. Excludes long-term debt.

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

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Average Balance Sheets, Yields and Rates
(Dollars in thousands)


	Six Months Ended June 30,
	2007								2006
	Average					Average			Average					Average
	Balance		Interest			Rate			Balance		Interest			Rate

Interest earning assets:
Loans (1)	$	3,370,563		133,667			8.00	%	$	3,124,848		116,290			7.50	%
Investment securities (1)		1,008,453		24,667			4.93			997,887		22,659			4.58
Federal funds sold		98,801		2,660			5.43			54,628		1,284			4.74
Interest bearing deposits in banks		19,780		502			5.12			8,398		171			4.11

Total interest earning assets		4,497,597		161,496			7.24	%		4,185,761		140,404			6.76	%
Noninterest earning assets		419,386								439,210

Total assets	$	4,916,983							$	4,624,971


Interest earning liabilities:
Demand deposits	$	989,159		11,969			2.44	%	$	819,490		6,350			1.56	%
Savings deposits		887,430		11,176			2.54			866,676		8,102			1.89
Time deposits		1,078,098		24,739			4.63			983,098		17,663			3.62
Federal funds purchased		2,505		64			5.15			23,278		582			5.04
Borrowings (2)		603,559		12,150			4.06			618,936		11,552			3.76
Long-term debt		13,007		269			4.17			54,692		1,040			3.83
Subordinated debenture		41,238		1,781			8.71			41,238		1,659			8.11

Total interest earning liabilities		3,614,996		62,148			3.47	%		3,407,408		46,948			2.78	%

Noninterest bearing deposits		832,306								815,185
Other noninterest bearing liabilities		51,500								42,305
Stockholders’ equity		418,181								360,073


Total liabilities and stockholders’ equity	$	4,916,983							$	4,624,971


Net FTE interest			$	99,348							$	93,456
Less FTE adjustments				(2,026	)							(1,877	)


Net interest income from consolidated statements of income				97,322								91,579


Interest rate spread							3.77	%							3.98	%


Net FTE yield on interest earning assets (3)							4.45	%							4.50	%


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

⁽²⁾		Includes interest on securities sold under repurchase agreements and other borrowed funds. Excludes long-term debt.

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

FTE net interest income increased $3.3 million, or 7.0%, to $50.2 million for the three months ended June 30, 2007 as compared to $46.9 million for the same period in 2006. FTE net interest income increased $5.9 million, or 6.3%, to $99.3 million for the six months ended June 30, 2007 as compared to $93.5 million for the same period in 2006. The three and six month period increases were due to organic growth in earning assets, primarily loans. Average earning assets grew 6.3% during the three months ended June 30, 2007, as compared to the same period in 2006. Average earning assets grew 7.4% during the six months ended June 30, 2007, as compared to the same period in 2006. Average earnings assets also comprised a larger percentage of total assets during the three and six month periods ended June 30, 2007, as compared to the same periods in the prior year. Although our net FTE interest margin ratio showed slight improvement during second quarter 2007, it declined 5 basis points to 4.45% for the six months ended June 30, 2007, as compared to 4.50% for the same period in 2006. The year-to-date decline is primarily due to higher costs of funds, the result of competitive pressure to raise deposit rates while yields on interest earning asset have increased at a slower pace.

15

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,									Six Months Ended June 30,
	2007 Compared with 2006									2007 Compared with 2006
	Volume			Rate			Net			Volume			Rate			Net

Interest earnings assets:
Loans (1)	$	4,316			3,508			7,824			9,144			8,233			17,377
Investment securities (1)		(1,012	)		807			(205	)		240			1,768			2,008
Interest bearing deposits in banks		261			60			321			232			99			331
Federal funds sold		1,356			31			1,387			1,038			338			1,376

Total change		4,921			4,406			9,327			10,654			10,438			21,092


Interest bearing liabiliites:
Demand deposits		768			1,917			2,685			1,315			4,304			5,619
Savings deposits		491			1,505			1,996			194			2,880			3,074
Time deposits		1,035			2,442			3,477			1,707			5,369			7,076
Federal funds purchased		(556	)		2			(554	)		(519	)		1			(518	)
Borrowings (2)		(1,237	)		98			(1,139	)		(287	)		885			598
Long-term debt		(467	)		26			(441	)		(793	)		22			(771	)
Subordinated debenture held by subsidiary trust		—			38			38			—			122			122

Total change		34			6,028			6,062			1,617			13,583			15,200

Increase (decrease) in FTE net interest income	$	4,887			(1,622	)		3,265			9,037			(3,145	)		5,892


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

⁽²⁾		Includes interest on securities sold under repurchase agreements and other borrowed funds.

Noninterest Income. Our principal sources of noninterest income include other service charges, commissions and fees; technology services revenues; service charges on deposit accounts; revenues from financial services; and, income from the origination and sale of loans. Noninterest income increased $1.7 million, or 8.1%, to $22.3 million for the three months ended June 30, 2007 as compared to $20.6 million for the same period in 2006. Noninterest income increased $4.1 million, or 10.2%, to $44.0 million for the six months ended June 30, 2007 as compared to $39.9 million for the same period in 2006. Significant components of these increases are discussed below.

Other service charges, commissions and fees primarily includes debit and credit card interchange income, mortgage servicing fees and ATM service charge revenues. Other service charges, commissions and fees increased $559 thousand, or 10.2%, to 6.1 million for the three months ended June 30, 2007 as compared to $5.5 million for the same period in 2006. Other service charges, commissions and fees increased $1.0 million, or 9.7%, to $11.6 million for the six months ended June 30, 2007 as compared to $10.5 million for the same period in 2006. The three and six month period increases were primarily due to additional fee income from higher volumes of debit and credit card transactions.

Technology services revenues increased $366 thousand, or 9.4%, to $4.3 million for the three months ended June 30, 2007 as compared to $3.9 million for the same period in 2006. Technology services revenues increased $1.1 million, or 14.4%, to $8.6 million for the six months ended June 30, 2007 as compared to $7.5 million for the same period in 2006. The three and six month period increases were primarily due to increases in the number of customers using core data processing services and the volume of core data and debit card transactions processed.

Income from the origination and sale of loans includes origination and processing fees on residential real estate loans held for sale and gains on residential real estate loans sold to third parties. Fluctuations in market interest rates have a significant impact on the level of income generated from the origination and sale of loans. Higher interest rates can reduce the demand for home loans and loans to refinance existing mortgages. Conversely, lower interest rates generally stimulate refinancing and home loan origination. Income from the origination and sale of loans increased $738 thousand, or 32.7%, to

16

$3.0 million for the three months ended June 30, 2007 as compared to $2.6 million for the same period in 2006. Income from the origination and sale of loans increased $1.0 million, or 25.1%, to $5.2 million for the six months ended June 30, 2007 as compared to $4.1 million for the same period in 2006.

Other income primarily includes increases in the cash surrender value of company-owned life insurance, check printing income, agency stock dividends and gains on sales of assets other than investment securities. Other income decreased $229 thousand, or 13.0%, to $1.5 million during the three months ended June 30, 2007 as compared to $1.8 million for the same period in 2006 primarily due to losses on the sale of miscellaneous assets and decreases in check printing income. Other income increased $411 thousand, or 11.0%, to $4.2 million for the six months ended June 30, 2007 as compared to $3.7 million for the same period in 2006. During the first quarter of 2007, we recorded a $1.1 million gain on the sale of mortgage servicing rights. This gain was partially offset by decreases in check printing income, losses on the sale of miscellaneous assets and fewer gains on the sale of other real estate.

Noninterest Expense. Noninterest expense increased $3.3 million, or 8.4%, to $42.6 million for the three months ended June 30, 2007 as compared to $39.3 million for the same period in 2006. Noninterest expense increased $7.7 million, or 9.9%, to $85.4 million for the six months ended June 30, 2007 as compared to $77.7 million for the same period in 2006. Significant components of these increases are discussed below.

Salaries, wages and employee benefits expense increased $2.6 million, or 12.1%, to $24.1 million for the three months ended June 30, 2007 as compared to $21.5 million for the same period in 2006. Salaries, wages and employee benefits expense $5.3 million, or 12.4%, to $48.2 million for the six months ended June 30, 2007 as compared to $42.8 million for the same period in 2006. The three and six month period increases were primarily due to inflationary wage increases, higher staffing levels, higher incentive bonus and profit sharing accruals and increases in group medical insurance costs.

Occupancy expense increased $529 thousand, or 16.6%, to $3.7 million for the three months ended June 30, 2007 as compared to $3.2 million for the same period in 2006. Occupancy expense increased $519 thousand, or 7.8%, to $7.2 million for the six months ended June 30, 2007 as compared to $6.6 million for the same period in 2006. The three and six month period increases were primarily the result of higher depreciation expense due to the adjustment of the useful life of one building and its related leasehold improvements.

Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income. Changes in estimated servicing period and growth in the serviced loan portfolio cause amortization expense to vary between periods. Mortgage servicing rights amortization increased $78 thousand, or 7.5%, to $1.1 million for the three months ended June 30, 2007 as compared to $1.0 million for the same period in 2006. Mortgage servicing rights amortization increased $303 thousand, or 15.3%, to $2.3 million for the six months ended June 30, 2007 as compared to $2.0 million for the same period in 2006.

Mortgage servicing rights are evaluated quarterly for impairment by discounting the expected future cash flows, taking into consideration the estimated level of prepayments based on current industry expectations and the predominant risk characteristics of the underlying loans. Impairment adjustments are recorded through a valuation allowance. The valuation allowance is adjusted for changes in impairment through a charge to current period earnings. We reversed impairment of $677 thousand during the three months ended June 30, 2007, as compared to a $218 thousand impairment reversal during the same period in 2006. For the six months ended June 30, 2007, we recorded mortgage servicing rights impairment of $116 thousand as compared to an impairment reversal of $388 thousand during the same period in 2006.

Outsourced technology services expense increased $254 thousand, or 40.1%, to $888 thousand for the three months ended June 30, 2007, as compared to $634 thousand during the same period in 2006. Outsourced technology services expense increased $388 thousand, or 30.9%, to $1.6 million for the six months ended June 30, 2007 as compared to $1.3 million for the same period in 2006. The three and six month period increases were primarily due to outsourcing the development of our new internet-based corporate cash management product and the redesign and customization of our corporate internet banking site.

Income Tax Expense. Our effective federal income tax rate was 30.9% for the six months ended June 30, 2007 and 30.7% for the six months ended June 30, 2006. State income tax applies primarily to pretax earnings generated within Montana, Colorado, Idaho and Oregon. Our effective state tax rate was 3.8% for the six months ended June 30, 2007 and 4.1% for the six months ended June 30, 2006.

OPERATING SEGMENT RESULTS

Our primary operating segment is Community Banking. The Community Banking segment represented over 90% of our combined revenues and income during the three and six months ended June 30, 2007 and 2006, and our consolidated assets as of June 30, 2007 and December 31, 2006.

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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 $153 million, or 13.6%, to $972 million as of June 30, 2007 from $1,125 million as of December 31, 2006. This decrease occurred principally in short-term available-for-sale investment securities used as collateral for securities sold under repurchase agreements. For further information, see “Deposits” and “Repurchase Agreements” below.

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, 2007, we had investment securities with fair values of $500 million that had been in a continuous loss position more than twelve months. Gross unrealized losses on these securities totaled $13 million as of June 30, 2007, and were primarily attributable to changes in interest rates. No impairment losses were recorded during the three and six month periods ended June 30, 2007 and 2006.

Deferred Tax Asset. Deferred tax asset of $11 million as of June 30, 2007 increased approximately $2 million, or 28.8%, from $8 million as of December 31, 2006, primarily due to current year provisions for loan losses which are not deductible for income tax purposes and fluctuations in net unrealized losses on available-for-sale investment securities.

Deposits. Total deposits increased $211 million, or 5.7%, to $3,919 million as of June 30, 2007 from $3,709 million as of December 31, 2006, primarily due to the introduction of a new money market cash sweep deposit product during first quarter 2007. The money market cash sweep deposit product is available to commercial customers as an alternative to traditional repurchase agreements. The money market cash sweep product allows customers’ to invest on a daily basis excess demand deposit funds into a higher yielding money market savings account held by the Bank. Customer balances invested in the money market cash sweep product are insured by the Federal Deposit Insurance Corporation up to statutory limits.

Repurchase Agreements. In addition to deposits, repurchase agreements with commercial and municipal depositors provide an additional source of funds. Under repurchase agreements, deposit balances are invested in short-term U.S. government agency securities overnight and are then repurchased the following day. All outstanding repurchase agreements are due in one day. Repurchase agreements decreased $243 million, or 33.2%, to $488 million as of June 30, 2007 from $732 million as of December 31, 2006, primarily due to the introduction of the money market cash sweep product described above.

Other Borrowed Funds. Other borrowed funds decreased $998 thousand, or 17.5% to $5 million as of June 30, 2007 from $6 million as of December 31, 2006. Fluctuations in other borrowed funds are generally due to timing of tax deposits made by customers and the subsequent withdrawal of funds by the federal government.

Long Term Debt. Long term debt decreased $16 million, or 72.8%, to $6 million as of June 30, 2007 from $22 million as of December 31, 2006 due to scheduled maturities of a $10 million, 3.03% fixed rate Federal Home Loan Bank note in March 2007 and a $5 million, 2.83% fixed rate Federal Home Loan Bank note in April 2007.

Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses decreased $10 million, or 27.0%, to $27 million as of June 30, 2007, from $36 million as of December 31, 2006 primarily due to timing of corporate income tax payments.

ASSET QUALITY

Non-performing Assets. Non-performing assets include loans past due 90 days or more and still accruing interest, nonaccrual loans, loans renegotiated in troubled debt restructurings and other real estate owned, or OREO.

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The following table sets forth information regarding non-performing assets as of the dates indicated:

Non-Performing Assets

(Dollars in thousands)


	June 30,			March 31,			December 31,			September 30,			June 30,
	2007			2007			2006			2006			2006

Non-performing loans:
Nonaccrual loans	$	18,888			15,536			14,764			15,984			15,519
Accruing loans past due 90 days or more		10,379			9,298			1,769			5,033			7,674
Restructured loans		1,044			1,056			1,060			1,056			1,075


Total non-performing loans		30,311			25,890			17,593			22,073			24,268
OREO		578			258			529			498			558


Total non-performing assets	$	30,889			26,148			18,122			22,571			24,826


Non-performing assets to total loans and OREO		0.88	%		0.78	%		0.55	%		0.69	%		0.76	%

Non-performing assets increased $13 million, or 70.5%, to $31 million as of June 30, 2007, as compared to $18 million as of December 31, 2006. Non-accrual loans increased $4 million, or 27.9%, to $19 million as of June 30, 2007, from $15 million as of December 31, 2006 primarily due to the loans of one commercial real estate and two commercial borrowers. Loans past due 90 days or more and still accruing interest increased to $10 million as of June 30, 2007, from $2 million as of December 31, 2006 primarily due to one commercial real estate development loan and the loans of one commercial borrower in the process of renewal.

Provision/Allowance for Loan Losses. We perform a quarterly assessment of the risks inherent in our loan portfolio, as well as a detailed review of each significant asset 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. 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. Fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses. Ultimate loan losses may vary from current estimates. For additional information concerning the provision for loan losses, see “Critical Accounting Estimates and Significant Accounting Policies” above.

The provision for loan losses decreased $703 thousand, or 27.3%, to $1.9 million for the three months ended June 30, 2007 as compared to $2.6 million for the same period in the prior year. The provision for loan losses decreased $581 thousand, or 13.4% to $3.8 million for the six months ended June 30, 2007 as compared to $4.3 million for the same period in 2006. The allowance for loan losses was $50 million, or 1.44% of total loans, as of June 30, 2007, as compared to $47 million, or 1.43% of total loans, as of December 31, 2006.

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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,
	2007			2007			2006			2006			2006

Balance at beginning of period	$	48,621			47,452			46,957			45,721			43,633
Provision charged to operating expense		1,875			1,875			1,401			2,029			2,578
Less loans charged off		(990	)		(1,145	)		(1,487	)		(1,322	)		(1,300	)
Add back recoveries of loans previously charged off		802			439			581			529			810


Net loans charged-off		(188	)		(706	)		(906	)		(793	)		(490	)


Balance at end of period	$	50,308			48,621			47,452			46,957			45,721


Period end loans	$	3,494,146			3,363,981			3,310,363			3,288,470			3,256,500
Average loans		3,418,976			3,322,149			3,208,102			3,272,203			3,190,310
Annualized net loans charged off to average loans		0.05	%		0.09	%		0.09	%		0.08	%		0.07	%
Allowance to period end loans		1.44	%		1.45	%		1.43	%		1.43	%		1.40	%

Although we believe that we have established our allowance for loan losses in accordance with accounting principles generally accepted in the United States and that the 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.

CAPITAL RESOURCES AND LIQUIDITY MANAGEMENT

Capital Resources. Stockholders’ equity is influenced primarily by earnings, dividends and, to a lesser extent, sales and redemptions of common stock and changes in the unrealized holding gains or losses, net of taxes, on available-for-sale investment securities. Stockholders’ equity increased $16 million, or 4.0%, to $427 million as of June 30, 2007 from $410 million as of December 31, 2006, primarily due to retention of earnings. We paid aggregate cash dividends to stockholders of $13.7 million during the six months ended June 30, 2007, including a special dividend of $3.4 million, or $0.41 per share, paid in January 2007. As of June 30, 2007 and December 31, 2006, we exceeded the “well-capitalized” requirements established by the federal banking agencies.

Liquidity. Liquidity is 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. 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. We do not engage in derivatives or hedging activities to support our liquidity position.

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, 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 obligations and increases in customer deposits.

Other sources of liquidity are available should they be needed. These sources include the drawing of additional funds on our unsecured revolving term loan, the sale of loans, the ability to acquire additional national market, non-core deposits, the issuance of additional collateralized borrowings such as FHLB advances, the issuance of debt securities and the issuance of preferred or common securities. The Bank also can borrow through the Federal Reserve’s discount window.

As a holding company, we are a corporation separate and apart from our subsidiary Bank and, therefore, we provide for our own liquidity. A significant amount of our revenues are obtained from management fees and dividends declared and paid by the Bank and other non-bank subsidiaries. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to us. Our debt instruments also include dividend limitations. Management believes that such limitations will not have an impact on our ability to meet our ongoing short-term cash obligations.

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ASSET LIABILITY MANAGEMENT

The goal of asset liability management is the prudent control of market risk, liquidity and capital. Asset liability management is governed by policies, goals and objectives adopted and reviewed by the Bank’s board of directors. The board delegates its responsibility for development of asset liability management strategies to achieve these goals and objectives to the Asset Liability Committee, or ALCO, which is comprised of members of senior management.

We target a mix of interest earning assets and interest bearing liabilities such that no more than 5% of the net interest margin will be at risk over a one-year period should short-term interest rates shift gradually up or down 2%. As of June 30, 2007, our income simulation model predicted net interest income would decrease $1.9 million, or 0.9%, assuming a gradual 2% increase in short-term market interest rates and gradual 1.0% increase in long-term interest rates. This scenario predicts our funding sources will reprice faster than our interest earning assets, thereby reducing interest rate spread and net interest margin. Conversely, assuming a gradual 2% decrease in short-term market interest rates and gradual 1.0% decrease in long-term interest rates, our income simulation model predicted net interest income would decrease $1.2 million, or 0.6%. This scenario predicts that interest rates on non-maturing demand and savings deposits will not decrease in direct proportion to a simulated downward shift in interest rates, thereby reducing interest rate spread and net interest margin.

The preceding interest rate sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

As of June 30, 2007, 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, 2006.

Item 4T.

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, 2007, an evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of 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, 2007, were effective in ensuring that information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported within the time period required by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting for the quarter ended June 30, 2007, that have materially affected, or are reasonably likely to materially affect, such controls.

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.

22

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, 2006.

Item 1A. Risk Factors

In addition to the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, we have identified the following additional operational risk to be considered in evaluating us, our business and an investment in our securities.

Low unemployment rates may increase labor costs and make it difficult to attract and retain qualified employees to operate our business effectively.

Current low unemployment rates in Montana, Wyoming and the surrounding region may increase labor costs and make it difficult to attract and retain qualified employees at all management and staffing levels. Failure to attract and retain employees and maintain adequate staffing of qualified personnel could adversely impact our operations and our ability to execute our business strategy. Furthermore, low unemployment rates may lead to significant increases in salaries, wages and employee benefits expenses as we compete for qualified, skilled employees.

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, 2007.

(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 Securities Exchange Act of 1934), of our common stock during the three months ended June 30, 2007.

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 (1)

Plans or Programs

April 2007

5,445

$

89.00

0

Not Applicable

May 2007

16,893

89.00

0

Not Applicable

June 2007

21,703

89.00

0

Not Applicable

Total

44,041

$

89.00

0

Not Applicable


⁽¹⁾		Our common stock is not actively traded, and there is no established trading market for the stock. There is only one class of common stock. As of June 30, 2007, approximately 90% of our common stock was subject to contractual transfer restrictions set forth in shareholder agreements. We have a right of first refusal to repurchase the restricted stock. Additionally, under certain conditions we may call restricted stock held by our officers, directors and employees. We have no obligation to purchase restricted or unrestricted stock, but have historically purchased such stock. All purchases indicated in the table above were effected pursuant to private transactions.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Shareholders of First Interstate BancSystem, Inc. was held on May 9, 2007.

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(b) Five directors were elected to serve three year terms. David H. Crum, William B. Ebzery, Charles M. Heyneman, Terry W. Payne and Sandra A. Scott-Suzor were elected as directors with terms expiring in 2010. The following directors remained in office: James W. Haugh, Robert L. Nance, Randall I. Scott, Thomas W. Scott, Michael J. Sullivan and Martin A. While with terms expiring in 2008; and, Elouise C. Cobell, Richard A. Dorn, Lyle R. Knight, James R. Scott Julie A. Scott and Jonathan R. Scott with terms expiring in 2009.

(c) The following matters were submitted to a vote of security holders at the Annual Meeting of Shareholders:


			Withheld/
Matter	For		Against		Not Voted

Election of Directors
Nominees:
Sandra A. Scott-Suzor		6,953,381		5,147		—

Directors Continuing in Office:
David H. Crum		6,899,542		58,986		—
William B. Ebzery		6,893,183		65,345		—
Charles M. Heyneman		6,896,540		61,988		—
Terry W. Payne		6,899,641		58,887		—

Item 5. Other Information

Not applicable or required.

Item 6. Exhibits


3.1(1)		Restated Articles of Incorporation dated February 27, 1986

3.2(2)		Articles of Amendment to Restated Articles of Incorporation dated September 26, 1996

3.3(2)		Articles of Amendment to Restated Articles of Incorporation dated September 26, 1996

3.4(6)		Articles of Amendment to Restated Articles of Incorporation dated October 7, 1997

3.5(18)		Restated Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004

4.1(4)		Specimen of common stock certificate of First Interstate BancSystem, Inc.

4.2(1)		Shareholder’s Agreement for non-Scott family members

4.3(12)		Shareholder’s Agreement for non-Scott family members dated August 24, 2001

4.4(14)		Shareholder’s Agreement for non-Scott family members dated August 19, 2002

4.5(9)		First Interstate Stockholders’ Agreements with Scott family members dated January 11, 1999

4.6(9)		Specimen of Charity Shareholder’s Agreement with Charitable Shareholders

4.7(15)		Junior Subordinated Indenture dated March 26, 2003 entered into between First Interstate and U.S. Bank National Association, as Debenture Trustee

4.8(15)		Certificate of Trust of First Interstate Statutory Trust dated as March 11, 2003

4.10(15)		Amended and Restated Trust Declaration of First Interstate Statutory Trust

4.11(15)		Form of Capital Security Certificate of First Interstate Statutory Trust (included as an exhibit to Exhibit 4.10)

4.12(15)		Form of Common Security Certificate of First Interstate Statutory Trust (included as an exhibit to Exhibit 4.10)

4.13(15)		Guarantee Agreement between First Interstate BancSystem, Inc. and U.S. Bank National Association

10.1(19)		Credit Agreement dated June 30, 2005, between First Interstate BancSystem, Inc., as borrower, and Wells Fargo Bank, N.A.

10.2(19)		Revolving Line of Credit Note dated June 30, 2005 between First Interstate BancSystem, Inc. and Wells Fargo Bank, N.A.

10.4(2)		Note Purchase Agreement dated August 30, 1996, between First Interstate BancSystem, Inc. and the Montana Board of Investments

10.5(1)		Lease Agreement Between Billings 401 Joint Venture and First Interstate Bank Montana and addendum thereto

10.7(1)†		Stock Option and Stock Appreciation Rights Plan of First Interstate BancSystem, Inc., as amended

10.8(8) †		2001 Stock Option Plan

10.9(16)†		Employee Stock Purchase Plan of First Interstate BancSystem, Inc., as amended and restated effective April 30, 2003

10.10(3)		Trademark License Agreements between Wells Fargo & Company and First Interstate BancSystem, Inc.

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10.12(10)†		Employment Agreement between First Interstate BancSystem, Inc. and Lyle R. Knight

10.13(10)†		First Interstate BancSystem, Inc. Executive Non-Qualified Deferred Compensation Plan dated November 20, 1998

10.14(7)†		First Interstate BancSystem’s Deferred Compensation Plan dated December 6, 2000

10.15(12)†		First Interstate BancSystem, Inc. 2004 Restricted Stock Award Plan

10.16(17)†		Form of First Interstate BancSystem, Inc. Restricted Stock Award Agreement

10.17(17)†		Form of First Interstate BancSystem, Inc. Restricted Stock Award – Notice of Restricted Stock Award

10.18(21)†		First Interstate BancSystem, Inc. 2006 Equity Compensation Plan

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

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


†		Management contract or compensatory plan or arrangement.

(1)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 1, No. 33-84540.

(2)		Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.

(3)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 1, No. 333-25633.

(4)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 1, No. 333-3250.

(5)		Incorporated by reference to the Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, No. 33-84540.

(6)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 1, No. 333-37847.

(7)		Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended

		December 31, 2002.

(8)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 8, No. 333-106495.

(9)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 8, No. 333-76825.

(10)		Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended

		December 31, 1999.

(11)		Incorporated by reference to the Registrant’s Registration Statement on Form S — 8, No. 333-69490.

(12)		Incorporated by reference to the Registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825.

(13)		Incorporated by reference to the Registrant’s Form 10 -K for the fiscal year ended December 31, 2000.

(14)		Incorporated by reference to the Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.

(15)		Incorporated by reference to the Registrant’s Quarterly Report on Form 10 — Q for the quarter ended

		June 30, 2003.

(16)		Incorporated by reference to the Registrant’s Post-Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825.

(17)		Incorporated by reference to Registrant’s Quarterly Report on Form 10 — Q for the quarter ended

		June 30, 2004.

(18)		Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to Registration Statement of Form S-8, No. 333-76825.

(19)		Incorporated by reference to Registrant’s Form 8 -K dated June 30, 2005.

(20)		Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended December 31, 2004.

(21)		Incorporated by reference to the Registrant’s Proxy Statement on Schedule 14A related to the Registrant’s Annual Meeting of Shareholders held May 5, 2006.

25

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 30, 2007	/s/ LYLE R. KNIGHT
	Lyle R. Knight
	President and Chief Executive Officer


Date July 30, 2007	/s/ TERRILL R. MOORE
	Terrill R. Moore
	Executive Vice President and Chief Financial Officer

26


	June 30,		December 31,
	2007		2006
Real estate loans:
Residential	$	397,874	$	402,469
Agricultural		132,002		137,659
Commercial		978,278		937,694
Construction		635,347		579,603
Mortgage loans originated for sale		41,828		25,360

Total real estate loans		2,185,329		2,082,785

Consumer:
Indirect consumer loans		368,687		370,016
Credit card loans		64,664		60,569
Other consumer loans		178,746		175,273

Total consumer loans		612,097		605,858

Commercial		604,758		542,325
Agricultural		88,692		76,644
Other loans, including overdrafts		3,270		2,751

Total loans	$	3,494,146	$	3,310,363

First Interstate BancSystem - 10-Q quarterly report FY

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