Edgar Filing: FIRST INTERSTATE BANCSYSTEM INC

FIBK-2014.03.31-10Q

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 March 31, 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:



	March 31, 2014 – Class A common stock		20,343,161
	March 31, 2014 – Class B common stock		24,046,934

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 - March 31, 2014 and December 31, 2013	3

	Consolidated Statements of Income - Three Months Ended March 31, 2014 and 2013	4

	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2014 and 2013	5

	Consolidated Statements of Changes in Stockholders’ Equity - Three Months Ended March 31, 2014 and 2013	6

	Consolidated Statements of Cash Flows - Three Months Ended March 31, 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	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	42

Part II.	Other Information

Item 1.	Legal Proceedings	42

Item 1A .	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	43

Signatures		45

Table of Contents

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

	March 31, 2014			December 31, 2013
Assets
Cash and due from banks	$	143,041		$	141,663
Federal funds sold	562			672
Interest bearing deposits in banks	466,928			392,492
Total cash and cash equivalents	610,531			534,827
Investment securities:
Available-for-sale	1,893,652			1,947,706
Held-to-maturity (estimated fair values of $205,443 and $205,926 at March 31, 2014 and December 31, 2013, respectively)	201,436			203,837
Total investment securities	2,095,088			2,151,543
Loans held for investment	4,326,367			4,303,992
Mortgage loans held for sale	38,471			40,861
Total loans	4,364,838			4,344,853
Less allowance for loan losses	81,371			85,339
Net loans	4,283,467			4,259,514
Premises and equipment, net of accumulated depreciation	179,942			179,690
Goodwill	183,673			183,673
Company-owned life insurance	138,027			122,175
Other real estate owned (“OREO”)	16,594			15,504
Accrued interest receivable	27,135			26,450
Mortgage servicing rights, net of accumulated amortization and impairment reserve	13,474			13,546
Deferred tax asset, net	3,895			12,154
Core deposit intangibles, net of accumulated amortization	4,165			4,519
Other assets	61,834			61,056
Total assets	$	7,617,825		$	7,564,651
Liabilities and Stockholders’ Equity
Deposits:
Non-interest bearing	$	1,458,460		$	1,491,683
Interest bearing	4,676,677			4,642,067
Total deposits	6,135,137			6,133,750
Securities sold under repurchase agreements	488,898			457,437
Accounts payable and accrued expenses	43,808			47,523
Accrued interest payable	4,953			4,963
Long-term debt	36,905			36,917
Other borrowed funds	9			3
Subordinated debentures held by subsidiary trusts	82,477			82,477
Total liabilities	6,792,187			6,763,070
Stockholders’ equity:
Nonvoting noncumulative preferred stock without par value; authorized 100,000 shares; no shares issued and outstanding as of March 31, 2014 or December 31, 2013	—			—
Common stock	286,553			285,535
Retained earnings	546,444			532,087
Accumulated other comprehensive loss, net	(7,359		)	(16,041		)
Total stockholders’ equity	825,638			801,581
Total liabilities and stockholders’ equity	$	7,617,825		$	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 March 31,
	2014			2013
Interest income:
Interest and fees on loans	$	53,718		$	55,493
Interest and dividends on investment securities:
Taxable	7,640			8,046
Exempt from federal taxes	1,097			1,226
Interest on deposits in banks	231			298
Interest on federal funds sold	1			4
Total interest income	62,687			65,067
Interest expense:
Interest on deposits	3,424			4,355
Interest on securities sold under repurchase agreements	66			100
Interest on long-term debt	473			480
Interest on preferred stock pending redemption	—			159
Interest on subordinated debentures held by subsidiary trusts	588			696
Total interest expense	4,551			5,790
Net interest income	58,136			59,277
Provision for loan losses	(5,000		)	500
Net interest income after provision for loan losses	63,136			58,777
Non-interest income:
Other service charges, commissions and fees	9,156			8,256
Income from the origination and sale of loans	4,660			10,675
Wealth management revenues	4,455			4,134
Service charges on deposit accounts	3,875			4,068
Investment securities gains, net	71			8
Other income	1,889			1,678
Total non-interest income	24,106			28,819
Non-interest expense:
Salaries and wages	22,411			23,405
Employee benefits	8,313			8,175
Occupancy, net	4,239			4,026
Furniture and equipment	3,201			3,052
Outsourced technology services	2,300			2,157
OREO expense, net of income	(19		)	1,896
FDIC insurance premiums	1,116			1,377
Professional fees	1,370			1,127
Mortgage servicing rights amortization	600			839
Mortgage servicing rights impairment (recovery)	(45		)	(48		)
Core deposit intangibles amortization	354			354
Other expenses	10,498			10,325
Total non-interest expense	54,338			56,685
Income before income tax expense	32,904			30,911
Income tax expense	11,511			10,867
Net income	$	21,393		$	20,044

Basic earnings per common share	$	0.49		$	0.46
Diluted earnings per common share	$	0.48		$	0.46

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 March 31,
	2014			2013
Net income	$	21,393		$	20,044
Other comprehensive income (loss), before tax:
Investment securities available-for sale:
Change in net unrealized gains/losses during period	14,351			(5,717		)
Reclassification adjustment for net gains included in income	(71		)	(8		)
Defined benefit post-retirement benefits plans:
Change in net actuarial loss	35			35
Other comprehensive income (loss), before tax	14,315			(5,690		)
Deferred tax benefit (expense) related to other comprehensive income/loss	(5,633		)	2,239
Other comprehensive income (loss), net of tax	8,682			(3,451		)
Comprehensive income, net of tax	$	30,075		$	16,593

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	—			21,393			—			21,393
Other comprehensive income, net of tax expense	—			—			8,682			8,682
Common stock transactions:
124,867 common shares purchased and retired	(3,159		)	—			—			(3,159		)
147,876 non-vested common shares issued	—			—			—			—
3,782 non-vested common shares forfeited	—			—			—			—
215,805 stock options exercised, net of 152,131 shares tendered in payment of option price and income tax withholding amounts	2,476			—			—			2,476
Tax benefit of stock-based compensation	989			—			—			989
Stock-based compensation expense	712			—			—			712
Common cash dividend declared ($0.16 per share)	—			(7,036		)	—			(7,036		)
Balance at March 31, 2014	$	286,553		$	546,444		$	(7,359	)	$	825,638

Balance at December 31, 2012	$	271,335		$	463,860		$	15,991		$	751,186
Net income	—			20,044			—			20,044
Other comprehensive loss, net of tax benefit	—			—			(3,451		)	(3,451		)
Common stock transactions:
25,667 common shares purchased and retired	(448		)	—			—			(448		)
108,873 non-vested common shares issued	—			—			—			—
1,815 non-vested common shares forfeited	—			—			—			—
243,238 stock options exercised, net of 87,933 shares tendered in payment of option price and income tax withholding amounts	3,145			—			—			3,145
Tax benefit of stock-based compensation	202			—			—			202
Stock-based compensation expense	695			—			—			695
Balance at March 31, 2013	$	274,929		$	483,904		$	12,540		$	771,373

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities:
Net income	$	21,393		$	20,044
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	(5,000		)	500
Net gain on disposal of property and equipment	(13		)	(20		)
Depreciation and amortization	3,896			4,203
Net premium amortization on investment securities	3,371			4,082
Net gain on investment securities transactions	(71		)	(8		)
Net gain on sale of mortgage loans held for sale	(3,323		)	(7,898		)
Net gain on sale of OREO	(435		)	(820		)
Write-downs of OREO and other assets pending disposal	—			2,305
Net reversal of impairment of mortgage servicing rights	(45		)	(48		)
Deferred income tax expense	2,630			1,853
Net increase in cash surrender value of company-owned life insurance	(852		)	(429		)
Stock-based compensation expense	712			695
Tax benefits from stock-based compensation expense	989			202
Excess tax benefits from stock-based compensation expense	(982		)	(165		)
Originations of loans held for sale	(151,911		)	(371,684		)
Proceeds from sales of loans held for sale	157,141			389,437
Changes in operating assets and liabilities:
Increase in interest receivable	(685		)	(506		)
Increase in other assets	(1,083		)	(64		)
Decrease in accrued interest payable	(10		)	(69		)
Decrease in accounts payable and accrued expenses	(3,694		)	(1,861		)
Net cash provided by operating activities	22,028			39,749
Cash flows from investing activities:
Purchases of investment securities:
Held-to-maturity	—			(6,347		)
Available-for-sale	(95,077		)	(227,040		)
Proceeds from maturities, pay-downs and sales of investment securities:
Held-to-maturity	2,185			3,512
Available-for-sale	160,337			201,621
Purchases of company-owned life insurance	(15,000		)	—
Proceeds from sales of mortgage servicing rights	266			311
Extensions of credit to customers, net of repayments	(28,580		)	(22,997		)
Recoveries of loans charged-off	3,822			2,913
Proceeds from sales of OREO	2,760			3,957
Capital expenditures, net of sales	(3,142		)	(650		)
Net cash provided by (used in) investing activities	$	27,571		$	(44,720	)

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

	Three Months Ended March 31,
	2014			2013
Cash flows from financing activities:
Net increase (decrease) in deposits	$	1,387		$	(212,066	)
Net increase (decrease) in repurchase agreements	31,461			(38,580		)
Net increase (decrease) in other borrowed funds	6			(24		)
Repayments of long-term debt	(12		)	(10		)
Redemption of preferred stock	—			(50,000		)
Proceeds from issuance of common stock	2,476			3,145
Excess tax benefits from stock-based compensation expense	982			165
Purchase and retirement of common stock	(3,159		)	(448		)
Dividends paid to common stockholders	(7,036		)	—
Net cash provided by (used in) financing activities	26,105			(297,818		)
Net increase (decrease) in cash and cash equivalents	75,704			(302,789		)
Cash and cash equivalents at beginning of period	534,827			801,332
Cash and cash equivalents at end of period	$	610,531		$	498,543

Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	—		$	3,376
Cash paid during the period for interest expense	4,561			5,859

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 March 31, 2014 and December 31, 2013, and the results of operations and cash flows for each of the three month periods ended March 31, 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 March 31, 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 months ended March 31, 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:



March 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-Sale:
Obligations of U.S. government agencies	$	712,895	$	1,563	$	(7,866	)	$	706,592
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	1,190,134		13,316		(16,779		)	1,186,671
Private mortgage-backed securities	384		7		(2		)	389
Total	$	1,903,413	$	14,886	$	(24,647	)	$	1,893,652



March 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Held-to-Maturity:
State, county and municipal securities	$	183,472	$	5,101	$	(1,209	)	$	187,364
Corporate securities	17,964		115		—			18,079
Total	$	201,436	$	5,216	$	(1,209	)	$	205,443



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 March 31,
	2014		2013
Gross realized gains	$	225	$	8
Gross realized losses	154		—

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 March 31, 2014 and December 31, 2013



	Less than 12 Months					12 Months or More					Total
March 31, 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	$	289,936	$	(4,862	)	$	143,933	$	(3,004	)	$	433,869	$	(7,866	)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	427,631		(6,268		)	304,999		(10,511		)	732,630		(16,779		)
Private mortgage-backed securities	—		—			100		(2		)	100		(2		)
Total	$	717,567	$	(11,130	)	$	449,032	$	(13,517	)	$	1,166,599	$	(24,647	)



	Less than 12 Months					12 Months or More					Total
March 31, 2014	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Held-to-Maturity:
State, county and municipal securities	$	21,088	$	(473	)	$	21,777	$	(736	)	$	42,865	$	(1,209	)
Total	$	21,088	$	(473	)	$	21,777	$	(736	)	$	42,865	$	(1,209	)



	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	)

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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
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 198 and 229 individual investment securities that were in an unrealized loss position as of March 31, 2014 and December 31, 2013, respectively. Unrealized losses as of March 31, 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 months ended March 31, 2014 and 2013.

Maturities of investment securities at March 31, 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
March 31, 2014	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Within one year	$	249,676	$	249,281	$	6,992	$	7,067
After one year but within five years	1,200,266		1,195,368		59,141		59,905
After five years but within ten years	393,945		389,650		84,471		86,512
After ten years	59,526		59,353		50,832		51,959
Total	$	1,903,413	$	1,893,652	$	201,436	$	205,443

As of March 31, 2014, the Company had investment securities callable within one year with amortized costs and estimated fair values of $200,270 and $198,596, respectively, including callable structured notes with amortized costs and estimated fair values of $54,985 and $54,994, 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:



	March 31, 2014		December 31, 2013
Real estate loans:
Commercial	$	1,452,967	$	1,449,174
Construction:
Land acquisition & development	197,582		205,911
Residential	81,411		76,488
Commercial	75,356		69,236
Total construction loans	354,349		351,635
Residential	868,836		867,912
Agricultural	160,570		173,534
Total real estate loans	2,836,722		2,842,255
Consumer:
Indirect consumer	481,482		476,012
Other consumer	130,614		133,039
Credit card	58,310		62,536
Total consumer loans	670,406		671,587
Commercial	707,237		676,544
Agricultural	108,376		111,872
Other, including overdrafts	3,626		1,734
Loans held for investment	4,326,367		4,303,992
Mortgage loans held for sale	38,471		40,861
Total loans	$	4,364,838	$	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 March 31, 2014	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Loans
Real estate
Commercial	$	12,692	$	142	$	231	$	13,065	$	1,395,474	$	44,428	$	1,452,967
Construction:
Land acquisition & development	249		—		38		287		184,664		12,631		197,582
Residential	403		—		—		403		79,932		1,076		81,411
Commercial	8,389		—		—		8,389		66,747		220		75,356
Total construction loans	9,041		—		38		9,079		331,343		13,927		354,349
Residential	2,722		449		628		3,799		858,698		6,339		868,836
Agricultural	2,221		4,903		—		7,124		144,692		8,754		160,570
Total real estate loans	26,676		5,494		897		33,067		2,730,207		73,448		2,836,722
Consumer:
Indirect consumer	2,193		302		10		2,505		478,631		346		481,482
Other consumer	758		73		25		856		129,182		576		130,614
Credit card	183		244		363		790		57,502		18		58,310
Total consumer loans	3,134		619		398		4,151		665,315		940		670,406
Commercial	3,544		679		303		4,526		689,319		13,392		707,237
Agricultural	770		118		103		991		107,051		334		108,376
Other, including overdrafts	—		—		—		—		3,626		—		3,626
Loans held for investment	34,124		6,910		1,701		42,735		4,195,518		88,114		4,326,367
Mortgage loans originated for sale	—		—		—		—		38,471		—		38,471
Total loans	$	34,124	$	6,910	$	1,701	$	42,735	$	4,233,989	$	88,114	$	4,364,838

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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 $1,121 and $1,352 for the three months ended March 31, 2014 and 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 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 March 31, 2014	Unpaid Total Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Commercial	$	58,383	$	29,901	$	26,701	$	56,602	$	4,617
Construction:
Land acquisition & development	17,776		8,679		4,642		13,321		597
Residential	1,519		1,076		—		1,076		—
Commercial	390		274		83		357		83
Total construction loans	19,685		10,029		4,725		14,754		680
Residential	9,894		5,536		901		6,437		380
Agricultural	9,075		6,663		2,316		8,979		275
Total real estate loans	97,037		52,129		34,643		86,772		5,952
Commercial	16,178		11,579		2,885		14,464		1,458
Agricultural	745		609		84		693		84
Total	$	113,960	$	64,317	$	37,612	$	101,929	$	7,494



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 March 31,
	2014				2013
	Average Recorded Investment		Income Recognized		Average Recorded Investment		Income Recognized


Real estate:
Commercial	$	62,312	$	216	$	73,936	$	338
Construction:
Land acquisition & development	15,553		11		22,641		441
Residential	1,320		—		2,259		—
Commercial	360		2		7,898		—
Total construction loans	17,233		13		32,798		441
Residential	6,128		2		10,519		4
Agricultural	9,233		4		4,948		4
Total real estate loans	94,906		235		122,201		787
Commercial	14,268		14		12,746		18
Agricultural	288		6		632		4
Total	$	109,462	$	255	$	135,579	$	809

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 $1,111 and $1,335 for the three months ended March 31, 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.

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 $58,320 as of March 31, 2014, of which $38,633 were included in non-accrual loans and $19,687 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.

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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 information on the Company's troubled debt restructurings that occurred during the three months ended March 31, 2014:



	Number of Notes	Type of Concession								Principal Balance at Restructure Date
Three Months Ended March 31, 2014	Number of Notes	Interest only period		Extension of terms or maturity		Interest rate adjustment		Other (1)		Principal Balance at Restructure Date
Real estate:
Commercial	4	$	2,473	$	—	$	—	$	243	$	2,716
Total real estate loans	4	2,473		—		—		243		2,716
Commercial	2	226		—		—		30		256
Total loans restructured during period	6	$	2,699	$	—	$	—	$	273	$	2,972
(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 months ended March 31, 2014 or 2013.

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. The Company had no troubled debt restructurings during the previous 12 months for which there was a payment default during the three months ended March 31, 2014.

At March 31, 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 March 31, 2014	Other Assets Especially Mentioned		Substandard		Doubtful		Total Criticized Loans
Real estate:
Commercial	$	85,017	$	83,404	$	18,834	$	187,255
Construction:
Land acquisition & development	12,249		19,994		2,966		35,209
Residential	2,386		1,594		—		3,980
Commercial	272		461		82		815
Total construction loans	14,907		22,049		3,048		40,004
Residential	10,586		10,498		1,137		22,221
Agricultural	13,717		10,865		2,316		26,898
Total real estate loans	124,227		126,816		25,335		276,378
Consumer:
Indirect consumer	949		1,654		112		2,715
Other consumer	504		804		377		1,685
Credit card			239		1,671		1,910
Total consumer loans	1,453		2,697		2,160		6,310
Commercial	37,291		29,513		3,853		70,657
Agricultural	11,863		2,077		324		14,264
Total	$	174,834	$	161,103	$	31,672	$	367,609



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 March 31, 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	(3,375		)	(578		)	(1,072		)	25			—		(5,000		)
Less loans charged-off	(1,085		)	(846		)	(796		)	(64		)	—		(2,791		)
Add back recoveries of loans previously charged-off	367			608			2,822			26			—		3,823
Ending balance	$	59,830		$	5,377		$	15,701		$	463		$	—	$	81,371

Loans individually evaluated for impairment	$	5,952		$	—		$	1,458		$	84		$	—	$	7,494
Loans collectively evaluated for impairment	53,878			5,377			14,243			379			—		73,877
Allowance for loan losses	$	59,830		$	5,377		$	15,701		$	463		$	—	$	81,371

Total loans:
Individually evaluated for impairment	$	86,772		$	—		$	14,464		$	693		$	—	$	101,929
Collectively evaluated for impairment	2,788,421			670,406			692,773			107,683			3,626		4,262,909
Total loans	$	2,875,193		$	670,406		$	707,237		$	108,376		$	3,626	$	4,364,838



Three Months Ended March 31, 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	(1,035		)	537			1,021			(23		)	—		500
Less loans charged-off	(4,143		)	(1,062		)	(811		)	(4		)	—		(6,020		)
Add back recoveries of loans previously charged-off	1,062			473			1,375			3			—		2,913
Ending balance	$	71,666		$	7,088		$	18,670		$	480		$	—	$	97,904



Allowance for loan losses:
Loans individually evaluated for impairment	$	8,367	$	—	$	3,725	$	25	$	—	$	12,117
Loans collectively evaluated for impairment	63,299		7,088		14,945		455		—		85,787
Allowance for loan losses	$	71,666	$	7,088	$	18,670	$	480	$	—	$	97,904

Total loans:
Individually evaluated for impairment	$	114,690	$	—	$	15,832	$	152	$	—	$	130,674
Collectively evaluated for impairment	2,671,943		636,364		673,012		111,259		1,307		4,093,885
Total loans	$	2,786,633	$	636,364	$	688,844	$	111,411	$	1,307	$	4,224,559

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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 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.


(5)	Other Real Estate Owned

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



	Three Months Ended March 31,
	2014			2013
Beginning balance	$	15,504		$	32,571
Additions	3,415			5,331
Capitalized improvements	—			10
Valuation adjustments	—			(2,305		)
Dispositions	(2,325		)	(3,137		)
Ending balance	$	16,594		$	32,470


(6)	Capital Stock

The Company had 20,343,161 shares of Class A common stock and 24,046,934 shares of Class B common stock outstanding as of March 31, 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 February 2014, the Company repurchased and retired 100,355 of its shares of Class A common stock in a privately negotiated transaction at an aggregate purchase price of $2,538. The repurchase was 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 1,899,645 shares of its Class A common stock prior to expiration of the plan on November 25, 2014. All other stock repurchases during the three months ended March 31, 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.

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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)


(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.

The following table sets forth the computation of basic and diluted earnings per share for the three month periods ended March 31, 2014 and 2013.



	Three Months Ended March 31,
	2014		2013
Net income	$	21,393	$	20,044

Weighted average common shares outstanding for basic earnings per share computation	43,997,815		43,140,409
Dilutive effects of stock-based compensation	622,961		287,973
Weighted average common shares outstanding for diluted earnings per common share computation	44,620,776		43,428,382

Basic earnings per common share	$	0.49	$	0.46
Diluted earnings per common share	$	0.48	$	0.46

The Company had 111,417 and 61,760 shares of unvested restricted stock as of March 31, 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 1,025,419 stock options outstanding as of March 31, 2013, that were not included in the computation of diluted earnings per common share because their effect would be anti-dilutive.


(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 March 31, 2014 and December 31, 2013, the Company exceeded all capital adequacy requirements to which it is subject.

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



	Actual				Adequately Capitalized				Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2014
Total risk-based capital:
Consolidated	$	836,502	16.8	%	$	397,506	8.0	%	NA		NA
FIB	728,681		14.7		395,309		8.0		$	494,136	10.0	%
Tier 1 risk-based capital:
Consolidated	753,154		15.2		198,753		4.0		NA		NA
FIB	657,672		13.3		197,654		4.0		$	296,482	6.0
Leverage capital ratio:
Consolidated	753,154		10.3		293,212		4.0		NA		NA
FIB	657,672		9.0		291,961		4.0		$	364,952	5.0



	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 $1,050 as of March 31, 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 March 31, 2014, commitments to extend credit to existing and new borrowers approximated $1,259,320 which included $413,564 on unused credit card lines and $306,519 with commitment maturities beyond one year.

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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)

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. At March 31, 2014, the Company had outstanding standby letters of credit of $59,909. 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 $3,415 and $5,331 to OREO during the three months ended March 31, 2014 and 2013, respectively.

The Company transferred internally originated mortgage servicing rights of $483 and $1,144 from loans to mortgage servicing assets during the three months ended March 31, 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 three months ended March 31, 2013.


(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 March 31,	2014			2013			2014			2013			2014			2013
Investment securities available-for sale:
Change in net unrealized gains/losses during period	$	14,351		$	(5,717	)	$	5,647		$	(2,250	)	$	8,704		$	(3,467	)
Reclassification adjustment for net gains included in net income	(71		)	(8		)	(28		)	(3		)	(43		)	(5		)
Defined benefits post-retirement benefit plan:
Change in net actuarial loss	35			35			14			14			21			21
Total other comprehensive income (loss)	$	14,315		$	(5,690	)	$	5,633		$	(2,239	)	$	8,682		$	(3,451	)

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



	March 31, 2014			December 31, 2013
Net unrealized loss on investment securities available-for-sale	$	(5,917	)	$	(14,578	)
Net actuarial loss on defined benefit post-retirement benefit plans	(1,442		)	(1,463		)
Net accumulated other comprehensive loss	$	(7,359	)	$	(16,041	)

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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)


(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 March 31, 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	$	706,592	$	—	$	706,592	$	—
U.S. agencies mortgage-backed securities & collateralized mortgage obligations	1,186,671		—		1,186,671		—
Private mortgage-backed securities	389		—		389		—
Mortgage servicing rights	26,215		—		26,215		—



			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 three months ended March 31, 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.

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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)

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.

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 March 31, 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	$	48,347	$	—	$	—	$	48,347
Other real estate owned	7,748		—		—		7,748
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 March 31, 2014, certain impaired loans with a carrying value of $67,872 were reduced by specific valuation allowance allocations of $7,493 and partial loan charge-offs of $12,032 resulting in a reported fair value of $48,347. 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 $2,305 during the three months ended March 31, 2013, were based on management's estimate of the current fair value of properties. No write-downs were recorded during the three months ended March 31, 2014.

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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)

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 March 31, 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 March 31, 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.

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.

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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 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 March 31, 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	$	610,531	$	610,531	$	—	$	610,531	$	—
Investment securities available-for-sale	1,893,652		1,893,652		—		1,893,652		—
Investment securities held-to-maturity	201,436		205,443		—		205,443		—
Accrued interest receivable	27,135		27,135		—		27,135		—
Mortgage servicing rights, net	13,474		26,215		—		26,215		—
Net loans	4,283,467		4,272,639		—		4,224,292		48,347
Total financial assets	$	7,029,695	$	7,035,615	$	—	$	6,987,268	$	48,347

Financial liabilities:
Total deposits, excluding time deposits	$	4,975,781	$	4,975,781	$	—	$	4,975,781	$	—
Time deposits	1,159,356		1,166,103		—		1,166,103		—
Securities sold under repurchase agreements	488,898		488,898		—		488,898		—
Other borrowed funds	9		9		—		9		—
Accrued interest payable	4,953		4,953		—		4,953		—
Long-term debt	36,905		35,200		—		35,200		—
Subordinated debentures held by subsidiary trusts	82,477		73,607		—		73,607		—
Total financial liabilities	$	6,748,379	$	6,744,551	$	—	$	6,744,551	$	—



					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	$	—

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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)


(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 December 31, 2013, Mountain West had loans of approximately $405,409 and deposits of approximately $539,920.

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. Based on the closing price of the Company's Class A common stock on the NASDAQ Global Select Market on March 31, 2014 of $28.22 per share, and on the number of shares and options to purchase shares of Mountain West common stock issued and outstanding on March 31, 2014, the aggregate value of the consideration expected to be paid would be $78,814, of which $39,920 would be paid in cash and $38,894 would be represented by 1,378,230 shares of the Company's Class A common stock.

The merger is expected to close in mid-2014, subject to several conditions, including, among other things, receipt of applicable regulatory approval and approval by the stockholders of Mountain West. The Company anticipates that within six months following the consummation of the merger, Mountain West Bank, NA will be merged with and into FIB.


(15)	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 March 31, 2014, the Company had two investments in qualified affordable housing projects with an aggregate carrying value of $3,062 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 months ended March 31, 2014, income tax benefits associated with these projects of $7 were recognized as a component of income tax expense. The Company has commitments to invest additional amounts in these projects of $1,434 in 2014, $4,101 in 2015, $25 annually in 2016 through 2021, and $15 annually in 2022 and 2023.

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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)

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.


(16)	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 April 28, 2014, the Company declared a quarterly dividend to common shareholders of $0.16 per share, to be paid on May 19, 2014 to shareholders of record as of May 8, 2014. 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 and bank holding company headquartered in Billings, Montana. As of March 31, 2014, we had consolidated assets of $7,618 million, deposits of $6,135 million, loans of $4,365 million and total stockholders’ equity of $826 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 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 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 our Class A common stock at the time the transaction is consummated.

The merger is expected to close in mid-2014, subject to several conditions, including, among other things, receipt of applicable regulatory approval and approval by the stockholders of Mountain West. We anticipates that within six months following the consummation of the merger, Mountain West Bank, NA will be merged with and into our bank subsidiary.

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 and the level of non-performing 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 first quarter 2014, our net interest income on a fully-taxable equivalent, or FTE, basis decreased $1.2 million, or 1.9%, to $59.2 million, as compared to $60.4 million during the same period in 2013, and our net FTE interest margin ratio decreased 3 basis points to 3.52%, as compared to 3.55% during the same period in 2013. Declines in yields earned on our loan and investment portfolios during the three months ended March 31, 2014 were partially offset by increases in average outstanding loans, a nine basis point reduction in the cost of interest bearing liabilities and lower average outstanding time deposits.

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The following table 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 March 31,
	2014							2013
	Average Balance		Interest			Average Rate		Average Balance		Interest			Average Rate
Interest earning assets:
Loans (1) (2)	$	4,344,993	$	54,192		5.06	%	$	4,216,934	$	55,913		5.38	%
Investment securities (2)	2,108,643		9,370			1.80		2,204,458		9,980			1.84
Interest bearing deposits in banks	368,784		231			0.25		476,856		298			0.25
Federal funds sold	1,099		1			0.37		2,521		4			0.64
Total interest earnings assets	6,823,519		63,794			3.79		6,900,769		66,195			3.89
Non-earning assets	664,441							598,283
Total assets	$	7,487,960						$	7,499,052
Interest bearing liabilities:
Demand deposits	$	1,837,714	$	512		0.11	%	$	1,728,813	$	473		0.11	%
Savings deposits	1,639,484		595			0.15		1,550,146		653			0.17
Time deposits	1,172,866		2,317			0.80		1,365,232		3,229			0.96
Repurchase agreements	456,557		66			0.06		512,180		100			0.08
Other borrowed funds	6		—			—		7		—			—
Preferred stock pending redemption	—		—			—		9,444		159			6.83
Long-term debt	36,909		473			5.20		37,153		480			5.24
Subordinated debentures held by by subsidiary trusts	82,477		588			2.89		82,477		696			3.42
Total interest bearing liabilities	5,226,013		4,551			0.35		5,285,452		5,790			0.44
Non-interest bearing deposits	1,403,822							1,398,850
Other non-interest bearing liabilities	50,185							53,810
Stockholders’ equity	807,940							760,940
Total liabilities and stockholders’ equity	$	7,487,960						$	7,499,052
Net FTE interest income			$	59,243						$	60,405
Less FTE adjustments (2)			(1,107		)					(1,128		)
Net interest income from consolidated statements of income			$	58,136						$	59,277
Interest rate spread						3.44	%						3.45	%
Net FTE interest margin (3)						3.52	%						3.55	%
Cost of funds, including non-interest bearing demand deposits (4)						0.28	%						0.35	%


(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 March 31, 2014 compared with Three Months Ended March 31, 2013
	Volume			Rate			Net
Interest earning assets:
Loans (1)	$	1,698		$	(3,419	)	$	(1,721	)
Investment securities (1)	(434		)	(176		)	(610		)
Interest bearing deposits in banks	(68		)	1			(67		)
Federal funds sold	(2		)	(1		)	(3		)
Total change	1,194			(3,595		)	(2,401		)
Interest bearing liabilities:
Demand deposits	30			9			39
Savings deposits	38			(96		)	(58		)
Time deposits	(455		)	(457		)	(912		)
Repurchase agreements	(11		)	(23		)	(34		)
Long-term debt	(3		)	(4		)	(7		)
Preferred stock pending redemption	(159		)	—			(159		)
Subordinated debentures	—			(108		)	(108		)
Total change	(560		)	(679		)	(1,239		)
Increase (decrease) in FTE net interest income	$	1,754		$	(2,916	)	$	(1,162	)

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

Provision for Loan Losses. During the three months ended March 31, 2014, we reversed provision for loan losses of $5.0 million. This compares to recording provisions for loan losses of $500 thousand during the same respective period in 2013. The reversal of provision for loan losses during the three months ended March 31, 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 $4.7 million, or 16.4%, to $24.1 million for the three months ended March 31, 2014, as compared to $28.8 million for the same period in 2013. Significant components of the decrease 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 $900 thousand, or 10.9%, to $9.2 million during the three months ended March 31, 2014, as compared to $8.3 million during the same period in 2013, primarily due to increases in interchange revenue from higher volumes of credit and debit card transactions and increases in mortgage loan servicing fee income.

Fluctuations in market interest rates have a significant impact on the level of income 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 activity. Income from the origination and sale of loans decreased $6.0 million, or 56.3%, to $4.7 million during the three months ended March 31, 2014, compared to $10.7 million during the same period in 2013, primarily due to lower demand for refinancing loans. Our total mortgage loans production decreased approximately 50% during the three months ended March 31, 2014, as compared to the same period in 2013, with loans originated for home purchases accounting for approximately 68% of our mortgage loan production, as compared to approximately 33% during the same period in 2013. Inclement weather delayed the closing of some residential mortgages during first quarter 2014, which contributed to the decrease in income from the origination and sale of loans as compared to first quarter 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 $321 thousand, or 7.8%, to $4.5 million during the three months ended March 31, 2014, as compared to $4.1 million during the same period in 2013, due to the combined effect of the addition of new wealth management customers and increases in the market values of new and existing assets under trust management.

Non-interest Expense. Non-interest expense decreased $2.3 million, or 4.1%, to $54.3 million for the three months ended March 31, 2014, as compared to $56.7 million for the same period in 2013. Significant components of the decreases are discussed below.

Salaries and wages decreased $994 thousand, or 4.2%, to $22.4 million during the three months ended March 31, 2014, as compared to $23.4 million during the same period in 2013, primarily due to lower incentive compensation accruals reflective of the addition of new metrics and changes in the weighting of metrics used to estimate incentives payable under our short-term incentive program and the reversal of an over-accrual of the 2013 incentive bonus.

Variations in net OREO income or expense between periods were primarily due to fluctuations in write-downs of the estimated fair value of OREO properties. During the three months ended March 31, 2014, we recorded net OREO income of $19 thousand, compared to net OREO expense of $1.9 million during the same period in 2013. During the three months ended March 31, 2014, net OREO expense included $416 thousand of net operating expenses, which were offset by net gains on the sale of properties of $435 thousand. This compares to $411 thousand of net operating expenses, $2.3 million of fair value write-downs and net gains of $820 thousand recorded during the same period in 2013.

FDIC insurance premiums decreased $261 thousand, or 19.0%, to $1.1 million during the three months ended March 31, 2014, as compared to $1.4 million for the same period in 2013, due to lower assessment rates reflective of improved credit quality.

Income Tax Expense. Our effective federal income tax rate was 30.7% for the three months ended March 31, 2014 and 30.8% for the three months ended March 31, 2013. State income tax applies primarily to pretax earnings generated within Montana and South Dakota. Our effective state tax rate was 4.3% for the three months ended March 31, 2014 and 4.4% for the three months ended March 31, 2013.

Financial Condition

Total assets increased $53 million, or less than 1.0%, to $7,618 million as of March 31, 2014, from $7,565 million as of December 31, 2013. Significant components of the increase are discussed below.

Loans. Total loans increased $20 million, or less than 1.0%, to $4,365 million as of March 31, 2014, from $4,345 million as of December 31, 2013, with the most notable growth occurring in commercial loans. Commercial loans increased $30 million, or 4.5%, to $707 million as of March 31, 2014, from $677 million as of December 31, 2013, primarily due to business expansion within our existing market areas.

Growth in commercial loans was largely offset by decreases in agricultural and agricultural real estate loans. Agricultural loans decreased $3 million, or 3.1%, to $108 million as of March 31, 2014, from $112 million as of December 31, 2013, due to seasonal reductions in credit lines that typically occur during the first part of each year. In addition, agricultural real estate loans decreased $13 million, or 7.5%, to $161 million as of March 31, 2014, from $174 million as of December 31, 2013, primarily due to the scheduled repayment of the loans of one borrower.

Consumer loans decreased $2 million, or less than 1.0%, to $670 million as of March 31, 2014, from $672 million as of December 31, 2013. Decreases in credit card and other consumer loans that typically occur during the first quarter of the year, were largely offset by increases in indirect consumer loans. Indirect consumer loans increased $5 million, or 1.1%, to $481 million as of March 31, 2014, from $476 million as of December 31, 2013, due to continued expansion of our indirect lending program within existing markets.

Residential real estate loans remained flat at $868 million as of March 31, 2014 and December 31, 2013. During the three months ended March 31, 2014, nearly all of the Company's residential loan production was sold to investors in the secondary market.

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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)	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Non-performing loans:
Non-accrual loans	$	88,114		$	94,439		$	94,015		$	103,729		$	98,594
Accruing loans past due 90 days or more	1,664			2,232			2,188			1,742			1,941

Total non-performing loans	89,778			96,671			96,203			105,471			100,535
OREO	16,594			15,504			18,537			22,782			32,470

Total non-performing assets	$	106,372		$	112,175		$	114,740		$	128,253		$	133,005

Troubled debt restructurings not included above	$	19,687		$	21,780		$	21,939		$	23,406		$	35,787

Non-performing loans to total loans	2.06		%	2.22		%	2.22		%	2.45		%	2.38		%
Non-performing assets to total loans and OREO	2.43		%	2.57		%	2.64		%	2.97		%	3.12		%
Non-performing assets to total assets	1.40		%	1.48		%	1.53		%	1.76		%	1.79		%

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)	March 31, 2014		Percent of Total		December 31, 2013		Percent of Total
Real estate:
Commercial	$	44,659	49.7	%	$	48,955	50.7	%
Construction:			.
Land acquisition and development	12,669		14.1	%	16,307		16.9	%
Commercial	220		0.2	%	225		0.2	%
Residential	1,076		1.2	%	1,372		1.4	%
Total construction	13,965		15.5	%	17,904		18.5	%
Residential	6,967		7.8	%	7,276		7.5	%
Agricultural	8,754		9.8	%	8,574		8.9	%
Total real estate	74,345		82.8	%	82,709		85.6	%
Consumer	1,300		1.4	%	1,350		1.4	%
Commercial	13,696		15.3	%	12,487		12.9	%
Agricultural	437		0.5	%	125		0.1	%
Other	2		—	%	—		—	%
Total non-performing loans	$	89,778	100.0	%	$	96,671	100.0	%

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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 $1.1 million and $1.4 million would have been accrued for the three months ended March 31, 2014 and 2013, respectively.

Non-accrual loans, the largest component of non-performing loans, decreased $6 million, or 6.7%, to $88 million as of March 31, 2014, from $94 million as of December 31, 2013, primarily due to pay-downs aggregating $4 million on the loans of five borrowers and, to a lesser extent, the movement of non-accrual loans out of the loan portfolio through charge-off or foreclosure.

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.

OREO increased $1 million, or 7.0%, to $17 million as of March 31, 2014, from $16 million as of December 31, 2013. During first quarter 2014, the Company had OREO additions of $3 million and sold OREO with a book value of $2 million at a net gain of $435 thousand. Approximately 88% of the first quarter 2014 additions relate to the properties of one commercial and one residential real estate borrower. As of March 31, 2014, the composition of OREO properties was 49% land and land development, 33% commercial and 18% 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 reduced by net loan charge-offs. Loans, or portions thereof, are charged-off when management believes that the collectibility of the principal is unlikely or, with respect to consumer installment and credit card loans, according to established delinquency schedules.

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.

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(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.

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
	March 31,			December 31,			September 30,			June 30,			March 31,
	2014			2013			2013			2013			2013
Balance at beginning of period	$	85,339		$	92,990		$	98,528		$	97,904		$	100,511
Provision charged to operating expense	(5,000		)	(4,000		)	(3,000		)	375			500
Charge offs:
Real estate
Commercial	817			761			1,319			1,251			1,098
Construction	151			960			385			449			1,723
Residential	114			203			424			324			1,226
Agricultural	2			1			2			3			96
Consumer	846			1,168			1,083			1,299			1,062
Commercial	796			2,589			1,703			569			811
Agricultural	64			—			—			—			4
Total charge-offs	2,790			5,682			4,916			3,895			6,020
Recoveries:
Real estate
Commercial	159			290			500			2,140			714
Construction	87			215			878			593			325
Residential	120			248			20			134			22
Agricultural	1			—			1			6			1
Consumer	608			431			484			672			473
Commercial	2,822			847			474			596			1,375
Agricultural	25			—			21			3			3
Total recoveries	3,822			2,031			2,378			4,144			2,913
Net charge-offs	(1,032		)	3,651			2,538			(249		)	3,107
Balance at end of period	$	81,371		$	85,339		$	92,990		$	98,528		$	97,904

Period end loans	$	4,364,838		$	4,344,853		$	4,332,092		$	4,297,364		$	4,224,559
Average loans	4,344,993			4,323,504			4,327,995			4,256,579			4,216,934
Net loans charged-off to average loans, annualized	(0.10		)%	0.34		%	0.23		%	(0.02		)%	0.30		%
Allowance to period end loans	1.86		%	1.96		%	2.15		%	2.29		%	2.32		%

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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.

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 $56 million, or 2.6%, to $2,095 million, or 27.5% of total assets, as of March 31, 2014, from $2,152 million, or 28.4% of total assets, as of December 31, 2013. As of March 31, 2014, the estimated duration of our investment portfolio was 3.4 years, as compared to 3.7 years as of December 31, 2013.

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 March 31, 2014, we had investment securities with fair values aggregating $471 million that had been in a continuous loss position more than twelve months. Gross unrealized losses on these securities totaled $14 million as of March 31, 2014, and were attributable to changes in interest rates. No impairment losses were recorded during the three months ended March 31, 2014 and 2013.

Cash and Cash Equivalents. Cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold for one day periods and interest bearing deposits in banks with original maturities of less than three months. Cash and cash equivalents increased $76 million, or 14.2%, to $611 million as of March 31, 2014, from $535 million as of December 31, 2013. Fluctuations in cash and cash equivalents occur in the normal course of our business and are not reflective of changes in business plan or strategy.

Company-owned Life Insurance. Company-owned life insurance increased $16 million, or 13.0%, to $138 million as of March 31, 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 Asset. Our net deferred tax asset decreased $8 million, or 68.0%, to $4 million as of March 31, 2014, from $12 million as of December 31, 2013, primarily due to decreases in deferred tax assets related to lower net unrealized losses on available-for-sale investment securities.

Deposits. Our deposits consist of non-interest bearing and interest bearing demand, savings, individual retirement and time deposit accounts. Total deposits increased $1 million, or less than 1.0%, to $6,135 million as of March 31, 2014, from $6,134 million December 31, 2013. During first quarter 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)	March 31, 2014		Percent of Total		December 31, 2013		Percent of Total
Non-interest bearing demand	$	1,458,460	23.8	%	$	1,491,683	24.3	%
Interest bearing:
Demand	1,856,270		30.3		1,848,806		30.2
Savings	1,661,051		27.1		1,602,544		26.1
Time, $100 and over	480,050		7.8		492,051		8.0
Time, other (1)	679,306		11.0		698,666		11.4
Total interest bearing	4,676,677		76.2		4,642,067		75.7
Total deposits	$	6,135,137	100.0	%	$	6,133,750	100.0	%


(1)	Included in Time, other are Certificate of Deposit Account Registry Service, or CDAR, deposits of $49 million as of

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

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Repurchase Agreements. In addition to deposits, repurchase agreements with commercial depositors, which include municipalities, provide an additional source of funds. Under repurchase agreements, deposits 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 increased $31 million, or 6.9%, to $489 million as of March 31, 2014, from $457 million as of December 31, 2013, due to fluctuations in the liquidity of our customers.

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 $24 million, or 3.0%, to $826 million as of March 31, 2014, from $802 million as of December 31, 2013, primarily due to the retention of earnings and decreases in net unrealized losses on available-for-sale investment securities.

During the three months ended March 31, 2014, we paid aggregate cash dividends of $7.0 million, or $0.16 per share, to common stockholders. No dividends were declared or paid during first quarter 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. This accelerated dividend, paid on December 17, 2012, was in lieu of the quarterly dividend which would have been declared and paid in January 2013.

During February 2014, we repurchased and retired 100,355 of our shares of Class A common stock in a privately negotiated transaction at an aggregate purchase price of $2.5 million. The repurchase was 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.

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 March 31, 2014 and December 31, 2013, the Bank had capital levels that, in all cases, exceeded the well-capitalized guidelines. As of March 31, 2014, we had consolidated leverage, tier 1 and total risk-based capital ratios of 10.27%, 15.16% and 16.83%, 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, 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.

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Recent Accounting Pronouncements

See “Note 15 – 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 March 31, 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 March 31, 2014, 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 March 31, 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 March 31, 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.

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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 March 31, 2014.

(b) Not applicable.

(c) The following table provides information with respect to purchases made by or on behalf of use or any "affiliated purchases" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the three months ended March 31, 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
January 2014	—	$	—	—	2,000,000
February 2014	100,355	25.29		100,355	1,899,645
March 2014	—	—		—	1,899,645
Total	100,355	$	25.29	100,355	1,899,645


Item 3.	Defaults upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

Not applicable.


Item 5.	Other Information

Not applicable or required.

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)

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Exhibit Number		Description

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

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:	May 2, 2014	/S/ ED GARDING
		Ed Garding
		President and Chief Executive Officer

Date:	May 2, 2014	/S/ KEVIN P. RILEY
		Kevin P. Riley
		Executive Vice President and Chief Financial Officer