FIRST INTERSTATE BANCSYSTEM INC - FORM 10-Q

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EX-32 - SECTION 1350 CERTIFICATION - FIRST INTERSTATE BANCSYSTEM INC	fibk-20170331xex32.htm
EX-31.2 - CHIEF FINANCIAL OFFICER CERTIFICATION - FIRST INTERSTATE BANCSYSTEM INC	fibk-20170331xex312.htm
EX-31.1 - CHIEF EXECUTIVE OFFICER CERTIFICATION - FIRST INTERSTATE BANCSYSTEM INC	fibk-20170331xex311.htm

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, 2017

¨ 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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, 2017 – Class A common stock		21,926,590
	March 31, 2017 – Class B common stock		23,217,418

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, 2017 and December 31, 2016	3

	Consolidated Statements of Income - Three Months Ended March 31, 2017 and 2016	4

	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2017 and 2016	5

	Consolidated Statements of Changes in Stockholders’ Equity - Three Months Ended March 31, 2017 and 2016	6

	Consolidated Statements of Cash Flows - Three Months Ended March 31, 2017 and 2016	7

	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48

Item 4.	Controls and Procedures	48

Part II.	Other Information

Item 1.	Legal Proceedings	49

Item 1A .	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

Signatures		51

Table of Contents

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

	March 31, 2017			December 31, 2016
Assets
Cash and due from banks	$	137,777		$	146,779
Interest bearing deposits in banks	670,080			635,149
Federal funds sold	95			95
Total cash and cash equivalents	807,952			782,023
Investment securities:
Available-for-sale	1,657,591			1,611,698
Held-to-maturity (estimated fair values of $493,925 and $513,273 at March 31, 2017 and December 31, 2016, respectively)	490,968			512,770
Total investment securities	2,148,559			2,124,468
Loans held for investment	5,376,542			5,416,750
Mortgage loans held for sale	23,237			61,794
Total loans	5,399,779			5,478,544
Less allowance for loan losses	76,231			76,214
Net loans	5,323,548			5,402,330
Goodwill	212,820			212,820
Company-owned life insurance	199,262			198,116
Premises and equipment, net of accumulated depreciation	195,472			194,457
Accrued interest receivable	27,712			29,852
Mortgage servicing rights, net of accumulated amortization and impairment reserve	19,454			18,457
Core deposit intangibles, net of accumulated amortization	9,018			9,648
Other real estate owned (“OREO”)	9,428			10,019
Other assets	108,009			81,705
Total assets	$	9,061,234		$	9,063,895
Liabilities and Stockholders’ Equity
Deposits:
Non-interest bearing	$	1,840,647		$	1,906,257
Interest bearing	5,459,532			5,469,853
Total deposits	7,300,179			7,376,110
Securities sold under repurchase agreements	587,570			537,556
Accounts payable and accrued expenses	43,838			44,923
Accrued interest payable	4,831			5,421
Deferred tax liability	12,748			6,839
Long-term debt	27,994			27,970
Other borrowed funds	1			6
Subordinated debentures held by subsidiary trusts	82,477			82,477
Total liabilities	8,059,638			8,081,302
Stockholders’ equity:
Nonvoting noncumulative preferred stock without par value; authorized 100,000 shares; no shares issued and outstanding as of March 31, 2017 or December 31, 2016	—			—
Common stock	297,173			296,071
Retained earnings	707,016			694,650
Accumulated other comprehensive loss, net	(2,593		)	(8,128		)
Total stockholders’ equity	1,001,596			982,593
Total liabilities and stockholders’ equity	$	9,061,234		$	9,063,895

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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

	Three Months Ended March 31,
	2017			2016
Interest income:
Interest and fees on loans	$	63,729		$	62,816
Interest and dividends on investment securities:
Taxable	8,722			8,038
Exempt from federal taxes	792			879
Interest on deposits in banks	1,212			645
Interest on federal funds sold	2			2
Total interest income	74,457			72,380
Interest expense:
Interest on deposits	4,118			3,228
Interest on securities sold under repurchase agreements	248			90
Interest on long-term debt	453			449
Interest on subordinated debentures held by subsidiary trusts	745			663
Total interest expense	5,564			4,430
Net interest income	68,893			67,950
Provision for loan losses	1,730			4,000
Net interest income after provision for loan losses	67,163			63,950
Non-interest income:
Payment services revenues	8,445			7,991
Mortgage banking revenues	6,548			6,727
Wealth management revenues	5,013			4,575
Service charges on deposit accounts	4,350			4,463
Other service charges, commissions and fees	2,676			2,608
Investment securities gains (losses), net	2			(21		)
Other income	2,073			2,293
Total non-interest income	29,107			28,636
Non-interest expense:
Salaries and wages	25,741			25,268
Employee benefits	9,616			9,609
Outsourced technology services	5,300			4,832
Occupancy, net	4,789			4,664
Furniture and equipment	2,273			2,256
OREO expense, net of income	(48		)	(39		)
Professional fees	1,029			1,308
FDIC insurance premiums	875			1,258
Mortgage servicing rights amortization	612			634
Mortgage servicing rights impairment (recovery)	(70		)	15
Core deposit intangibles amortization	630			827
Other expenses	12,241			11,623
Acquisition expenses	705			—
Total non-interest expense	63,693			62,255
Income before income tax expense	32,577			30,331
Income tax expense	9,451			10,207
Net income	$	23,126		$	20,124

Basic earnings per common share	$	0.52		$	0.45
Diluted earnings per common share	$	0.51		$	0.45

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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

	Three Months Ended March 31,
	2017			2016
Net income	$	23,126		$	20,124
Other comprehensive income, before tax:
Investment securities available-for sale:
Change in net unrealized gains during period	9,354			8,613
Reclassification adjustment for net (gains) losses included in income	(2		)	21
Change in unamortized loss on available-for-sale securities transferred into held-to-maturity	463			465
Unrealized (gain) loss on derivatives	49			(2,197		)
Defined benefit post-retirement benefits plans:
Change in net actuarial (gain) loss	(739		)	15
Other comprehensive income, before tax	9,125			6,917
Deferred tax expense related to other comprehensive income	(3,590		)	(2,722		)
Other comprehensive income, net of tax	5,535			4,195
Comprehensive income, net of tax	$	28,661		$	24,319

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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, 2016	$	296,071		$	694,650		$	(8,128	)	$	982,593
Net income	—			23,126			—			23,126
Other comprehensive income, net of tax expense	—			—			5,535			5,535
Common stock transactions:
20,621 common shares purchased and retired	(859		)	—			—			(859		)
200 common shares issued	—			—			—			—
132,531 non-vested common shares issued	—			—			—			—
7,214 non-vested common shares forfeited	—			—			—			—
112,936 stock options exercised, net of 43,534 shares tendered in payment of option price and income tax withholding amounts	1,084			—			—			1,084
Stock-based compensation expense	877			—			—			877
Common cash dividend declared ($0.24 per share)	—			(10,760		)	—			(10,760		)
Balance at March 31, 2017	$	297,173		$	707,016		$	(2,593	)	$	1,001,596

Balance at December 31, 2015	$	311,720		$	638,367		$	406		$	950,493
Net income	—			20,124			—			20,124
Other comprehensive income, net of tax expense	—			—			4,195			4,195
Common stock transactions:
967,965 common shares purchased and retired	(25,309		)	—			—			(25,309		)
182,544 non-vested common shares issued	—			—			—			—
12,347 non-vested common shares forfeited	—			—			—			—
77,028 stock options exercised, net of 34,816 shares tendered in payment of option price and income tax withholding amounts	996			—			—			996
Tax benefit of stock-based compensation	420			—			—			420
Stock-based compensation expense	955			—			—			955
Common cash dividend declared ($0.22 per share)	—			(9,860		)	—			(9,860		)
Balance at March 31, 2016	$	288,782		$	648,631		$	4,601		$	942,014

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,
	2017			2016
Cash flows from operating activities:
Net income	$	23,126		$	20,124
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	1,730			4,000
Net loss on disposal of premises and equipment	76			142
Depreciation and amortization	4,611			4,679
Net premium amortization on investment securities	2,791			3,238
Net (gain) loss on investment securities transactions	(2		)	21
Realized and unrealized net gains on mortgage banking activities	(4,907		)	(4,588		)
Net (gain) loss on sale of OREO	184			(102		)
Write-downs of OREO and other assets pending disposal	47			17
Mortgage servicing rights impairment (recovery)	(70		)	15
Deferred income tax benefit (expense)	2,020			(517		)
Net increase in cash surrender value of company-owned life insurance	(1,146		)	(1,143		)
Stock-based compensation expense	877			955
Tax benefits from stock-based compensation expense	—			420
Excess tax benefits from stock-based compensation expense	—			(307		)
Originations of mortgage loans held for sale	(193,083		)	(195,444		)
Proceeds from sales of mortgage loans held for sale	235,020			199,316
Changes in operating assets and liabilities:
Increase in interest receivable	2,140			822
Decrease (increase) in other assets	1,693			(4,567		)
Increase (decrease) in accrued interest payable	(590		)	224
Decrease in accounts payable and accrued expenses	(1,484		)	(7,128		)
Net cash provided by operating activities	73,033			20,177
Cash flows from investing activities:
Purchases of investment securities:
Held-to-maturity	(934		)	(4,870		)
Available-for-sale	(113,377		)	(254,098		)
Proceeds from maturities and pay-downs of investment securities:
Held-to-maturity	22,751			23,925
Available-for-sale	74,503			153,703
Purchases of company-owned life insurance	—			—
Extensions of credit to customers, net of repayments	35,985			(5,677		)
Recoveries of loans charged-off	2,142			3,409
Proceeds from sale of OREO	728			309
Acquisition of intangible assets	(28,013		)	—
Capital expenditures, net of sales	(4,456		)	(1,408		)
Net cash used in investing activities	$	(10,671	)	$	(84,707	)

Table of Contents

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

	Three Months Ended March 31,
	2017			2016
Cash flows from financing activities:
Net increase (decrease) in deposits	$	(75,931	)	$	18,526
Net increase (decrease) in securities sold under repurchase agreements	50,014			(45,112		)
Net increase (decrease) in other borrowed funds	(5		)	31
Repayments of long-term debt	(17		)	(15		)
Advances on long-term debt	41			37
Proceeds from issuance of common stock	1,084			996
Excess tax benefits from stock-based compensation expense	—			307
Purchase and retirement of common stock	(859		)	(25,309		)
Dividends paid to common stockholders	(10,760		)	(9,860		)
Net cash used in financing activities	(36,433		)	(60,399		)
Net increases (decrease) in cash and cash equivalents	25,929			(124,929		)
Cash and cash equivalents at beginning of period	782,023			780,457
Cash and cash equivalents at end of period	$	807,952		$	655,528

Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	28,750		$	4,206
Cash paid during the period for interest expense	6,154			15,390

Supplemental disclosures of noncash investing and financing activities:
Transfer of loans to other real estate owned	368			3,227
Capitalization of internally originated mortgage servicing rights	1,527			602

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, 2017 and December 31, 2016, the results of operations for each of the three month periods ended March 31, 2017 and 2016, and cash flows and changes in stockholders' equity for each of the three month periods ended March 31, 2017 and 2016, in conformity with U.S. generally accepted accounting principles. The balance sheet information at December 31, 2016 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, 2017 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, 2016. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.


(2)	Acquisitions

Cascade Bancorp. On November 17, 2016, the Company entered into an agreement and plan of merger (the "Agreement") to acquire all of the outstanding stock of Cascade Bancorp, parent company of Bank of the Cascades, an Oregon-based community bank with 46 banking offices across Oregon, Idaho and Washington. Under the terms of the Agreement, each outstanding share of Cascade Bancorp will convert into the right to receive 0.14864 shares of the Company's Class A common stock and $1.91 in cash. Based on the closing price of the Company's Class A common stock on March 31, 2017, the merger consideration represents an aggregate purchase price of approximately $595,128. As of March 31, 2017, Cascade had total assets of $3,136,672, deposits of 2,714,781 and net loans of $2,088,174. Upon completion of the merger, which is expected to close on May 30, 2017 subject to shareholder approval, the Company will become a regional community bank with over $12 billion in total assets and a geographic footprint that will span Montana, Wyoming, South Dakota, Idaho, Oregon and Washington.


(3)	Investment Securities

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



March 31, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-Sale:
U.S. Treasury notes	$	3,608	$	5	$	(1	)	$	3,612
Obligations of U.S. government agencies	411,096		449		(4,302		)	407,243
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	1,243,751		8,257		(8,345		)	1,243,663
Private mortgage-backed securities	106		1		(1		)	106
Other investments	2,951		16		—			2,967
Total	$	1,661,512	$	8,728	$	(12,649	)	$	1,657,591

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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)



March 31, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Held-to-Maturity:
State, county and municipal securities	$	153,679	$	3,121	$	(222	)	$	156,578
Corporate securities	52,918		248		(67		)	53,099
Obligations of U.S. government agencies	19,737		—		(82		)	19,655
U.S agency residential mortgage-backed securities & collateralized mortgage obligations	264,427		9,044		(9,086		)	264,385
Other investments	207		1		—			208
Total	$	490,968	$	12,414	$	(9,457	)	$	493,925



December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-Sale:
U.S. Treasury notes	$	3,608	$	5	$	(1	)	$	3,612
Obligations of U.S. government agencies	397,411		343		(6,457		)	391,297
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	1,220,890		6,412		(13,601		)	1,213,701
Private mortgage-backed securities	116		1		(1		)	116
Other investments	2,951		21		—			2,972
Total	$	1,624,976	$	6,782	$	(20,060	)	$	1,611,698



December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Held-to-Maturity:
State, county and municipal securities	$	160,192	$	2,723	$	(542	)	$	162,373
Corporate securities	53,032		139		(211		)	52,960
Obligations of U.S. government agencies	19,737		—		(162		)	19,575
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	279,578		7,804		(9,249		)	278,133
Other investments	231		1		—			232
Total	$	512,770	$	10,667	$	(10,164	)	$	513,273

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



	Three Months Ended March 31,
	2017		2016
Gross realized gains	$	2	$	57
Gross realized losses	—		(78		)

Table of Contents

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2017 and December 31, 2016:



	Less than 12 Months					12 Months or More					Total
March 31, 2017	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Available-for-Sale:
U.S. Treasury notes	$	598	$	(1	)	$	—	$	—		$	598	$	(1	)
Obligations of U.S. government agencies	324,693		(4,287		)	9,984		(15		)	334,677		(4,302		)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	652,089		(7,765		)	23,282		(580		)	675,371		(8,345		)
Private mortgage-backed securities	—		—			43		(1		)	43		(1		)
Total	$	977,380	$	(12,053	)	$	33,309	$	(596	)	$	1,010,689	$	(12,649	)



	Less than 12 Months					12 Months or More					Total
March 31, 2017	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Held-to-Maturity:
State, county and municipal securities	$	23,353	$	(218	)	$	2,442	$	(4	)	$	25,795	$	(222	)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	77,626		(7,816		)	18,509		(1,270		)	96,135		(9,086		)
Obligations of U.S. government agencies	19,655		(82		)	—		—			19,655		(82		)
Corporate securities	16,061		(67		)	—		—			16,061		(67		)
Total	$	136,695	$	(8,183	)	$	20,951	$	(1,274	)	$	157,646	$	(9,457	)



	Less than 12 Months					12 Months or More					Total
December 31, 2016	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Available-for-Sale:
U.S. Treasury notes	$	598	$	(1	)	$	—	$	—		$	598	$	(1	)
Obligations of U.S. government agencies	316,511		(6,457		)	—		—			316,511		(6,457		)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	746,265		(13,102		)	15,801		(499		)	762,066		(13,601		)
Private mortgage-backed securities	—		—			48		(1		)	48		(1		)
Total	$	1,063,374	$	(19,560	)	$	15,849	$	(500	)	$	1,079,223	$	(20,060	)



	Less than 12 Months					12 Months or More					Total
December 31, 2016	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Held-to-Maturity:
State, county and municipal securities	$	42,518	$	(533	)	$	2,831	$	(9	)	$	45,349	$	(542	)
Obligations of U.S. government agencies	19,575		(162		)	—		—			19,575		(162		)
U.S. agency residential mortgage-backed securities & collateralized mortgage obligations	108,857		(7,973		)	19,986		(1,276		)	128,843		(9,249		)
Corporate securities	32,474		(211		)	—		—			32,474		(211		)
Total	$	203,424	$	(8,879	)	$	22,817	$	(1,285	)	$	226,241	$	(10,164	)

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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 investment portfolio is evaluated quarterly for other-than-temporary declines in the market value of each individual investment security. The Company had 319 and 396 individual investment securities that were in an unrealized loss position as of March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, the Company had the intent and ability to hold these investment securities for a period of time sufficient to allow for an anticipated recovery. Furthermore, the Company does not have the intent to sell any of the available-for-sale securities in the above table and it is more likely than not that the Company will not have to sell any securities before a recovery in cost. No impairment losses were recorded during three months ended March 31, 2017 or 2016.

Maturities of investment securities at March 31, 2017 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, 2017	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Within one year	$	326,690	$	326,645	$	75,598	$	76,786
After one year but within five years	1,108,186		1,105,388		278,753		278,372
After five years but within ten years	164,443		163,370		109,051		110,987
After ten years	62,193		62,188		27,566		27,780
Total	$	1,661,512	$	1,657,591	$	490,968	$	493,925

As of March 31, 2017, the Company had investment securities callable within one year with amortized costs and estimated fair values of $178,739 and $176,310, respectively. These investment securities are primarily included in the after one year but within five years category in the table above. As of March 31, 2017, the Company had callable structured notes with amortized costs and estimated fair values of $12,096 and $12,018, respectively.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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


(4)	Loans

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



							Total Loans
	30 - 59		60 - 89		> 90		30 or More
	Days		Days		Days		Days		Current		Non-accrual		Total
As of March 31, 2017	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Loans
Real estate
Commercial	$	4,936	$	776	$	322	$	6,034	$	1,784,284	$	29,336	$	1,819,654
Construction:
Land acquisition & development	398		165		—		563		194,943		4,906		200,412
Residential	1,418		—		706		2,124		141,288		440		143,852
Commercial	231		—		—		231		116,542		4,381		121,154
Total construction loans	2,047		165		706		2,918		452,773		9,727		465,418
Residential	7,487		463		1,091		9,041		988,838		6,166		1,004,045
Agricultural	1,014		—		322		1,336		164,724		1,689		167,749
Total real estate loans	15,484		1,404		2,441		19,329		3,390,619		46,918		3,456,866
Consumer:
Indirect consumer	5,742		1,525		516		7,783		753,337		1,357		762,477
Other consumer	794		425		59		1,278		143,881		284		145,443
Credit card	628		264		630		1,522		63,719		—		65,241
Total consumer loans	7,164		2,214		1,205		10,583		960,937		1,641		973,161
Commercial	3,176		1,733		711		5,620		787,125		25,096		817,841
Agricultural	2,738		83		170		2,991		121,576		925		125,492
Other, including overdrafts	—		—		—		—		3,182		—		3,182
Loans held for investment	28,562		5,434		4,527		38,523		5,263,439		74,580		5,376,542
Mortgage loans originated for sale	—		—		—		—		23,237		—		23,237
Total loans	$	28,562	$	5,434	$	4,527	$	38,523	$	5,286,676	$	74,580	$	5,399,779

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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, 2016	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Loans
Real estate
Commercial	$	7,307	$	1,099	$	303	$	8,709	$	1,799,525	$	26,211	$	1,834,445
Construction:
Land acquisition & development	633		352		279		1,264		202,223		5,025		208,512
Residential	931		264		—		1,195		146,245		456		147,896
Commercial	—		—		—		—		124,827		762		125,589
Total construction loans	1,564		616		279		2,459		473,295		6,243		481,997
Residential	3,986		1,280		702		5,968		1,014,990		6,435		1,027,393
Agricultural	341		287		—		628		165,293		4,327		170,248
Total real estate loans	13,198		3,282		1,284		17,764		3,453,103		43,216		3,514,083
Consumer:
Indirect consumer	8,425		2,329		712		11,466		740,163		780		752,409
Other consumer	1,322		235		167		1,724		146,006		357		148,087
Credit card	504		333		567		1,404		68,366		—		69,770
Total consumer loans	10,251		2,897		1,446		14,594		954,535		1,137		970,266
Commercial	3,171		727		734		4,632		767,878		25,432		797,942
Agricultural	1,518		362		14		1,894		127,956		3,008		132,858
Other, including overdrafts	—		1		311		312		1,289		—		1,601
Loans held for investment	28,138		7,269		3,789		39,196		5,304,761		72,793		5,416,750
Mortgage loans originated for sale	—		—		—		—		61,794		—		61,794
Total loans	$	28,138	$	7,269	$	3,789	$	39,196	$	5,366,555	$	72,793	$	5,478,544

Loans from business combinations included in the tables above include certain loans that had evidence of deterioration in credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected.

The following table displays the outstanding unpaid principal balance and accrual status of loans acquired with credit impairment as of March 31, 2017 and 2016:



As of March 31,	2017		2016

Outstanding balance	$	32,623	$	33,175

Carrying value
Loans on accrual status	18,920		21,064
Total carrying value	$	18,920	$	21,064

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes changes in the accretable yield for loans acquired credit impaired for the three months ended March 31, 2017 and 2016:



	Three Months Ended March 31,
	2017			2016

Beginning balance	$	6,803		$	6,713
Additions	—			—
Accretion income	(605		)	(614		)
Reductions due to exit events	(570		)	(147		)
Reclassifications from nonaccretable differences	804			726
Ending balance	$	6,432		$	6,678

Acquired loans that met the criteria for nonaccrual of interest prior to acquisition were considered performing upon acquisition. If interest on non-accrual loans had been accrued, such income would have been approximately $874 and $790 for the three months ended March 31, 2017 and 2016.

The Company considers impaired loans to include all originated loans, except consumer loans, that are risk rated as doubtful, or have been placed on non-accrual status or renegotiated in troubled debt restructurings, and all loans acquired with evidence of deterioration in credit quality and for which it was probable, at acquisition, that the Company would be unable to collect all contractual amounts owed. The following tables present information on the Company’s recorded investment in impaired loans as of dates indicated:



As of March 31, 2017	Unpaid Total Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Commercial	$	55,648	$	24,392	$	20,218	$	44,610	$	4,105
Construction:
Land acquisition & development	11,391		3,886		1,578		5,464		939
Residential	933		214		—		214		35
Commercial	4,734		228		4,267		4,495		2,870
Total construction loans	17,058		4,328		5,845		10,173		3,844
Residential	8,184		4,371		2,283		6,654		111
Agricultural	2,436		1,890		185		2,075		6
Total real estate loans	83,326		34,981		28,531		63,512		8,066
Commercial	40,135		14,760		18,319		33,079		7,176
Agricultural	1,188		691		464		1,155		223
Total	$	124,649	$	50,432	$	47,314	$	97,746	$	15,465

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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



As of December 31, 2016	Unpaid Total Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Commercial	$	57,017	$	24,410	$	21,420	$	45,830	$	2,847
Construction:
Land acquisition & development	12,084		4,330		1,813		6,143		826
Residential	1,555		219		619		838		1
Commercial	4,786		3,940		647		4,587		657
Total construction loans	18,425		8,489		3,079		11,568		1,484
Residential	8,222		4,074		2,470		6,544		253
Agricultural	5,069		4,509		181		4,690		4
Total real estate loans	88,733		41,482		27,150		68,632		4,588
Commercial	40,314		13,230		19,167		32,397		9,254
Agricultural	3,738		3,280		382		3,662		112
Total	$	132,785	$	57,992	$	46,699	$	104,691	$	13,954

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



	Three Months Ended March 31,
	2017				2016
	Average Recorded Investment		Income Recognized		Average Recorded Investment		Income Recognized


Real estate:
Commercial	$	45,220	$	125	$	33,483	$	36
Construction:
Land acquisition & development	5,804		4		7,508		7
Residential	526		—		288		—
Commercial	4,541		43		1,067		—
Total construction loans	10,871		47		8,863		7
Residential	6,599		4		4,206		1
Agricultural	3,383		—		5,748		1
Total real estate loans	66,073		176		52,300		45
Commercial	32,738		49		23,379		15
Agricultural	2,409		2		856		—
Total	$	101,220	$	227	$	76,535	$	60

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 $874 and $790 for the three months ended March 31, 2017 and 2016.

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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)

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 changes, 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 may be 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, although they continue to be individually evaluated for impairment and disclosed as impaired loans.

The Company had loans renegotiated in troubled debt restructurings of $55,255 as of March 31, 2017, of which $38,876 were included in non-accrual loans and $16,379 were on accrual status. The Company had loans renegotiated in troubled debt restructurings of $49,652 as of December 31, 2016, of which $27,309 were included in non-accrual loans and $22,343 were on accrual status.

The following table presents information on the Company's troubled debt restructurings that occurred during the three months ended March 31, 2017:



	Number of Notes	Type of Concession								Principal Balance at Restructure Date
Three Months Ended March 31, 2017	Number of Notes	Interest only period		Extension of term or amortization schedule		Interest rate adjustment		Other (1)		Principal Balance at Restructure Date
Commercial real estate	4	$	1,475	$	162	$	—	$	909	$	2,546
Commercial	13	495		1,968		—		4,981		7,444
Total loans restructured during period	17	$	1,970	$	2,130	$	—	$	5,890	$	9,990
(1) Other includes concessions that reduce or defer payments for a specified period of time and/or concessions that 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, 2017 or 2016.

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, 2017. 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.

At March 31, 2017, there were no material commitments to lend additional funds to borrowers whose existing loans have been renegotiated or are classified as non-accrual.

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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)

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.

Company management undertakes the same process for assigning risk ratings to acquired loans as it does for originated loans. Acquired loans rated as substandard or lower or that were on non-accrual status or designated as troubled debt restructurings at the time of acquisition are deemed to be acquired credit impaired loans accounted for under Accounting Standards Codification Topic 310-30, regardless of whether they are classified as performing or non-performing loans.

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, 2017	Other Assets Especially Mentioned		Substandard		Doubtful		Total Criticized Loans
Real estate:
Commercial	$	73,394	$	90,127	$	12,118	$	175,639
Construction:
Land acquisition & development	16,793		6,754		1,400		24,947
Residential	2,043		2,724		620		5,387
Commercial	1,494		3,385		4,284		9,163
Total construction loans	20,330		12,863		6,304		39,497
Residential	4,616		11,766		922		17,304
Agricultural	4,595		14,517		—		19,112
Total real estate loans	102,935		129,273		19,344		251,552
Consumer:
Indirect consumer	471		2,096		76		2,643
Other consumer	586		962		213		1,761
Credit card	—		127		—		127
Total consumer loans	1,057		3,185		289		4,531
Commercial	33,368		54,963		18,029		106,360
Agricultural	7,446		12,926		747		21,119
Total	$	144,806	$	200,347	$	38,409	$	383,562

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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)



As of December 31, 2016	Other Assets Especially Mentioned		Substandard		Doubtful		Total Criticized Loans
Real estate:
Commercial	$	85,292	$	85,293	$	10,842	$	181,427
Construction:
Land acquisition & development	13,414		6,214		1,401		21,029
Residential	412		1,621		656		2,689
Commercial	1,555		6,344		664		8,563
Total construction loans	15,381		14,179		2,721		32,281
Residential	5,038		12,472		764		18,274
Agricultural	3,831		17,813		—		21,644
Total real estate loans	109,542		129,757		14,327		253,626
Consumer:
Indirect consumer	778		1,527		101		2,406
Other consumer	681		1,036		264		1,981
Total consumer loans	1,459		2,563		365		4,387
Commercial	46,402		29,281		21,240		96,923
Agricultural	6,178		10,724		404		17,306
Total	$	163,581	$	172,325	$	36,336	$	372,242

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.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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


(5)	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, 2017	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Beginning balance	$	28,625		$	7,711		$	38,092		$	1,786		$	—	$	76,214
Provision charged to operating expense	4,387			2,048			(4,128		)	(577		)	—		1,730
Less loans charged-off	(444		)	(2,596		)	(793		)	(22		)	—		(3,855		)
Add back recoveries of loans previously charged-off	524			1,205			391			22			—		2,142
Ending balance	$	33,092		$	8,368		$	33,562		$	1,209		$	—	$	76,231

As of March 31, 2017	Real Estate			Consumer			Commercial			Agriculture			Other		Total
Allowance for loan losses:
Loans individually evaluated for impairment	$	8,066		$	—		$	7,176		$	223		$	—	$	15,465
Loans collectively evaluated for impairment	25,026			8,368			26,386			986			—		60,766
Allowance for loan losses	$	33,092		$	8,368		$	33,562		$	1,209		$	—	$	76,231

Loans held for investment:
Individually evaluated for impairment	$	63,512		$	—		$	33,079		$	1,155		$	—	$	97,746
Collectively evaluated for impairment	3,393,354			973,161			784,762			124,337			3,182		5,278,796
Total loans	$	3,456,866		$	973,161		$	817,841		$	125,492		$	3,182	$	5,376,542



Three Months Ended March 31, 2016	Real Estate			Consumer			Commercial			Agriculture		Other		Total
Allowance for loan losses:
Beginning balance	$	52,296		$	5,144		$	18,775		$	602	$	—	$	76,817
Provision charged to operating expense	(16,081		)	1,229			17,690			1,162		—		4,000
Less loans charged-off	(1,922		)	(1,892		)	(488		)	—		—		(4,302		)
Add back recoveries of loans previously charged-off	2,359			775			275			—		—		3,409
Ending balance	$	36,652		$	5,256		$	36,252		$	1,764	$	—	$	79,924



As of December 31, 2016	Real Estate		Consumer		Commercial		Agriculture		Other		Total
Allowance for loan losses:
Loans individually evaluated for impairment	$	4,588	$	—	$	9,254	$	112	$	—	$	13,954
Loans collectively evaluated for impairment	24,037		7,711		28,838		1,674		—		62,260
Allowance for loan losses	$	28,625	$	7,711	$	38,092	$	1,786	$	—	$	76,214

Loans held for investment:
Individually evaluated for impairment	$	68,632	$	—	$	32,397	$	3,662	$	—	$	104,691
Collectively evaluated for impairment	3,445,451		970,266		765,545		129,196		1,601		5,312,059
Total loans	$	3,514,083	$	970,266	$	797,942	$	132,858	$	1,601	$	5,416,750

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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.

An allowance for loan losses is established for loans acquired credit impaired and for which the Company projects a decrease in the expected cash flows in periods subsequent to the acquisition of such loans. As of March 31, 2017 and December 31, 2016, the Company's allowance for loan losses included $565 and $427, respectively, related to loans acquired credit impaired.


(6)	Other Real Estate Owned

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



	Three Months Ended March 31,
	2017			2016
Beginning balance	$	10,019		$	6,254
Additions	368			3,227
Valuation adjustments	(47		)	(17		)
Dispositions	(912		)	(207		)
Ending balance	$	9,428		$	9,257

The carrying values of foreclosed residential real estate properties included in other real estate owned were $2,538 and $2,282 as of March 31, 2017 and December 31, 2016, respectively. The Company did not have any consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure as of March 31, 2017 or December 31, 2016.


(7)	Derivatives and Hedging Activities

For asset and liability management purposes, the Company has entered into an interest rate swap contract to hedge against changes in forecasted cash flows due to interest rate exposures. The swap agreement is a derivative instrument and converts a portion of the Company’s forecasted variable rate debt to a fixed rate (i.e., cash flow hedge) over the payment term of the interest rate swap. The effective portion of the gain or loss on cash flow hedging instruments is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same period during which the transaction affects earnings. The ineffective portion of the gain or loss on derivative instruments, if any, is recognized in earnings. The Company does not enter into interest rate swap agreements for trading or speculative purposes.

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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 also enters into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with a third party financial institution. Because the Company acts as an intermediary for the customer, changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Company's results of operations.

In the normal course of business, the Company enters into interest rate lock commitments to finance residential mortgage loans that are not designated as accounting hedges. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and closes within the timeframe established by the Company. Interest rate risk arises on these commitments and subsequently closed loans if interest rates change between the time of the interest rate lock and the delivery of the loan to the investor. Loan commitments related to residential mortgage loans intended to be sold are considered derivatives and are marked to market through earnings. In addition to the effects of the change in market interest rate, the fair value measurement of the derivative also contemplates the expected cash flows to be received from the counterparty from the future sale of the loan.

The Company sells residential mortgage loans on either a best efforts or mandatory delivery basis. The Company mitigates the effect of the interest rate risk inherent in providing interest rate lock commitments by entering into forward loan sales contracts. During the interest rate lock commitment period, these forward loan sales contracts are marked to market through earnings and are not designated as accounting hedges. Exclusive of the fair value component associated with the projected cash flows from the loan delivery to the investor, the changes in fair value related to movements in market rates of the interest rate lock commitments and the forward loan sales contracts generally move in opposite directions, and the net impact of changes in these valuations on net income during the loan commitment period is generally inconsequential. When the loan is funded to the borrower, the interest rate lock commitment derivative expires and the Company records a loan held for sale. The forward loan sales contract acts as a hedge against the variability in cash to be received from the loan sale. The changes in measurement of the estimated fair values of the interest rate lock commitments and forward loan sales contracts are included in mortgage banking revenues in the accompanying consolidated statements of income.

The notional amounts and estimated fair values of the Company's derivatives are presented in the following table. Fair value estimates are obtained from third parties and are based on pricing models.



	March 31, 2017				December 31, 2016
	Notional Amount		Estimated Fair Value		Notional Amount		Estimated Fair Value
Derivative Assets (included in other assets):
Derivatives designated as hedges:
Interest rate swap contracts	$	100,000	$	16	$	—	$	—

Non-hedging interest rate derivatives:
Interest rate swap contracts	53,188		1,295		53,593		1,332
Interest rate lock commitments	61,915		1,712		73,422		1,131
Forward loan sales contracts	—		—		126,836		286
Total derivative assets	$	215,103	$	3,023	$	253,851	$	2,749

Derivative Liabilities (included in accounts payable and accrued expenses):
Derivatives designated as hedges:
Interest rate swap contracts	$	—	$	—	$	100,000	$	33

Non-hedging interest rate derivatives:
Interest rate swap contracts	53,188		1,283		53,593		1,281
Forward loan sales contracts	84,004		405		—		—
Total derivative liabilities	$	137,192	$	1,688	$	153,593	$	1,314

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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)

On September 22, 2015, the Company entered into an interest rate swap contract with a notional amount of $100,000 that was designated as a cash flow hedge. Under the terms of the interest rate swap contract, the Company pays a fixed interest rate of 1.94% and the counterparty pays to the Company a variable interest rate equal to the three-month LIBOR. No cash is exchanged until the effective date, which begins on September 15, 2017 and ends on September 15, 2020. The Company designated the interest payments related to Federal Home Loan Bank borrowings as the cash flow hedge. The hedge was fully effective during the current period. As such, no amount of ineffectiveness was included in the Company's income statement for the three months ended March 31, 2017. The Company expects the hedge to remain highly effective during the remaining term of the interest rate swap.

The following table presents the pre-tax gains or losses related to derivative contracts that were recorded in accumulated other comprehensive income and other non-interest income in the Company's statements of income for the periods indicated:



	Three Months Ended March 31,
	2017			2016
Derivatives designated as hedges:
Amount of gain (loss) recognized in other comprehensive income (effective portion)	$	49		$	(2,197	)
Non-hedging interest rate derivatives:
Amount of loss recognized in other non-interest income	(39		)	(29		)
Amount of net fee expense recognized in other non-interest income	(42		)	—
Amount of net gains (losses) recognized in mortgage banking revenues	(109		)	695


(8)	Capital Stock

The Company had 21,926,590 shares of Class A common stock and 23,217,418 shares of Class B common stock outstanding as of March 31, 2017. The Company had 21,613,885 shares of Class A common stock and 23,312,291 shares of Class B common stock outstanding as of December 31, 2016.

During the three months ended March 31, 2017, the Company did not repurchase any shares of its Class A common stock. During the three months ended March 31, 2016, the Company repurchased and retired 948,242 shares of its Class A common stock in open market transactions at an aggregate purchase price of $24,792. All repurchases were made pursuant to stock repurchase programs approved by the Company's Board of Directors. Under the terms of the current stock repurchase program, the Company may repurchase up to an additional 24,123 shares of its Class A common stock. All other stock repurchases during the three months ended March 31, 2017 and 2016 were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants in the Company's equity compensation plans.


(9)	Earnings per Common Share

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

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table sets forth the computation of basic and diluted earnings per share for the three month periods ended March 31, 2017 and 2016:



	Three Months Ended March 31,
	2017		2016
Net income	$	23,126	$	20,124
Weighted average common shares outstanding for basic earnings per share computation	44,680,258		44,719,218
Dilutive effects of stock-based compensation	558,650		394,834
Weighted average common shares outstanding for diluted earnings per common share computation	45,238,908		45,114,052

Basic earnings per common share	$	0.52	$	0.45
Diluted earnings per common share	$	0.51	$	0.45

Anti-dilutive unvested time restricted stock	96,897		40,865

The Company had 187,680 and 226,821 shares of unvested restricted stock as of March 31, 2017 and 2016, respectively, that were not included in the computation of diluted earnings per common share because performance conditions for vesting had not been met.


(10)	Regulatory Capital

On July 2, 2013, the Board of Governors of the Federal Reserve Bank issued a final rule implementing a revised regulatory capital framework for U.S. banks in accordance with the Basel III international accord, ("Basel III"). Basel III includes a more stringent definition of capital and introduces a new common equity tier 1, or CET1, capital requirement, sets forth a comprehensive methodology for calculating risk-weighted assets, introduces a conservation buffer and sets out minimum capital ratios and overall capital adequacy standards. Under Basel III, certain deductions and adjustments to regulatory capital began to phase in starting January 1, 2015 and will be fully implemented on January 1, 2018. The capital conservation buffer required under Basel III began to phase in starting January 1, 2016 and will be fully implemented on January 1, 2019.

As of March 31, 2017 and December 31, 2016, the Company exceeded all capital adequacy requirements to which it is subject. Actual capital amounts and ratios for the Company and its bank subsidiary, as of March 31, 2017 and December 31, 2016 are presented in the following tables:



	Actual				Adequately Capitalized Basel III Phase-In Schedule				Adequately Capitalized Basel III Fully Phased-In				Well Capitalized (1)
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2017
Total risk-based capital:
Consolidated	$	957,008	14.94	%	$	592,579	9.25	%	$	672,658	10.5	%	$	640,626	10.0	%
FIB	861,953		13.52		589,927		9.25		669,646		10.5		637,759		10.0
Tier 1 risk-based capital:
Consolidated	880,777		13.75		464,454		7.25		544,532		8.5		512,501		8.0
FIB	785,722		12.32		462,375		7.25		542,095		8.5		510,207		8.0
Common equity tier 1 risk-based capital:
Consolidated	800,777		12.50		368,360		5.75		448,438		7.0		416,407		6.5
FIB	785,722		12.32		366,711		5.75		446,431		7.0		414,543		6.5
Leverage capital ratio:
Consolidated	880,777		10.09		349,244		4.00		349,244		4.0		436,555		5.0
FIB	785,722		9.02		348,525		4.00		348,525		4.0		435,656		5.0

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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



	Actual				Adequately Capitalized Basel III Phase-In Schedule				Adequately Capitalized Basel III Fully Phased-In				Well Capitalized (1)
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2016
Total risk-based capital:
Consolidated	$	974,488	15.13	%	$	555,665	8.63	%	$	676,070	10.5	%	$	643,876	10.0	%
FIB	841,967		13.13		553,459		8.63		673,386		10.5		641,320		10.0
Tier 1 risk-based capital:
Consolidated	894,273		13.89		426,890		6.63		547,295		8.5		$	515,101	8.0
FIB	765,753		11.94		425,195		6.63		545,122		8.5		513,056		8.0
Common equity tier 1 risk-based capital:
Consolidated	814,273		12.65		330,308		5.13		450,713		7.0		$	418,519	6.5
FIB	765,753		11.94		328,997		5.13		448,924		7.0		416,858		6.5
Leverage capital ratio:
Consolidated	894,273		10.11		353,838		4.00		353,838		4.0		$	442,297	5.0
FIB	765,753		8.69		352,283		4.00		352,283		4.0		440,353		5.0

(1) The ratios for the well capitalized requirement are only applicable to FIB. However, the Company manages its capital position as if the requirement applies to the consolidated entity and has presented the ratios as if they also applied on a consolidated basis.


(11)	Commitments and Contingencies

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

As of March 31, 2017, the Company had a commitment under a forward starting interest rate swap contract with a notional amount of $100,000. For additional information about the forward starting interest rate swap contract, see Note 7 — Derivatives and Hedging Activity.

As of March 31, 2017, the Company had commitments under construction contracts of $2,515.

Residential mortgage loans sold to investors in the secondary market are sold with varying recourse provisions. Essentially all of the loan sales agreements require the repurchase of a mortgage loan by the seller in situations such as breach of representation, warranty or covenant; untimely document delivery; false or misleading statements; failure to obtain certain certificates or insurance; unmarketability; etc. Certain loan sales agreements contain repurchase requirements based on payment-related defects that are defined in terms of the number of days or months since the purchase, the sequence number of the payment, and/or the number of days of payment delinquency. Based on the specific terms stated in the agreements, the Company had $1,127 of sold residential mortgage loans with recourse provisions still in effect as of March 31, 2017.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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


(12)	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, 2017, commitments to extend credit to existing and new borrowers approximated $1,596,930, which included $550,354 on unused credit card lines and $416,411 with commitment maturities beyond one year.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. At March 31, 2017, the Company had outstanding standby letters of credit of $50,022. 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.


(13)	Other Comprehensive Income/Loss

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



	Pre-tax						Tax (Expense) Benefit						Net of Tax
Three Months Ended March 31,	2017			2016			2017			2016			2017			2016
Investment securities available-for sale:
Change in net unrealized gains during period	$	9,354		$	8,613		$	3,681		$	3,360		$	5,673		$	5,253
Reclassification adjustment for net (gains) losses included in net income	(2		)	21			(1		)	8			(1		)	13
Change in unamortized loss on available- for-sale securities transferred into held-to- maturity	463			465			182			183			281			282
Unrealized (gain) loss on derivatives	49			(2,197		)	19			(835		)	30			(1,362		)
Defined benefits post-retirement benefit plan:
Change in net actuarial (gain) loss	(739		)	15			(291		)	6			(448		)	9
Total other comprehensive income	$	9,125		$	6,917		$	3,590		$	2,722		$	5,535		$	4,195

The components of accumulated other comprehensive loss, net of related tax effects, are as follows:



	March 31, 2017			December 31, 2016
Net unrealized loss on investment securities available-for-sale	$	(4,190	)	$	(10,143	)
Net unrealized gain on derivatives	1,590			2,038
Net actuarial gain (loss) on defined benefit post-retirement benefit plans	7			(23		)
Net accumulated other comprehensive loss	$	(2,593	)	$	(8,128	)


(14)	Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The three levels of inputs that may be used to measure fair value are as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities

•Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of of assets or liabilities

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, and therefore are classified within Level 2 of the valuation hierarchy. There were no transfers between fair value hierarchy levels during the three months ended March 31, 2017 and 2016.

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 Company obtains fair value measurements for investment securities from an independent pricing service. 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. 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. If needed, a broker may be utilized to determine the reported fair value of investment securities.

Loans Held for Sale. Fair value measurements for loans held for sale are obtained from an independent pricing service. The fair value measurements consider observable data that may include binding contracts or quotes or bids from third party investors as well as loan level pricing adjustments.

Interest Rate Swap Contracts. Fair values for derivative interest rate swap contracts are based upon the estimated amounts to settle the contracts considering current interest rates and are calculated using discounted cash flows that are observable or that can be corroborated by observable market data. The inputs used to determine fair value include the 3 month LIBOR forward curve to estimate variable rate cash inflows and the federal funds effective swap rate to estimate the discount rate. The estimated variable rate cash inflows are compared to the fixed rate outflows and such difference is discounted to a present value to estimate the fair value of the interest rate swaps. The change in the value of derivative assets attributable to basis risk, or the risk that offsetting investments in a hedging strategy will not experience price changes in entirely opposite directions from each other, was not significant in the reported periods. The Company also obtains and compares the reasonableness of the pricing from an independent third party.

Interest Rate Lock Commitments. Fair value measurements for interest rate lock commitments are obtained from an independent pricing service. The fair value measurements consider observable data that may include prices available from secondary market investors taking into consideration various characteristics of the loan, including the loan amount, interest rate, value of the servicing and loan to value ratio, among other things. Observable data is then adjusted to reflect changes in interest rates, the Company's estimated pull-through rate and estimated direct costs necessary to complete the commitment into a closed loan net of origination and processing fees collected from the borrower.

Forward Loan Sales Contracts. The fair value measurements for forward loan sales contracts are obtained from an independent pricing service. The fair value measurements consider observable data that includes sales of similar loans.

Deferred Compensation Plan Assets and Liabilities. The fair values of deferred compensation plan assets 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. These investments are in the same funds

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

and purchased in the same amounts as the participants’ selected investments, which represent the underlying liabilities to plan participants. Deferred compensation plan liabilities are recorded at amounts due to participants, based on the fair value of participants’ selected investments.

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, 2017	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:
U.S. Treasury Notes	$	3,612	$	—	$	3,612	$	—
Obligations of U.S. government agencies	407,243			—	407,243			—
U.S. agencies mortgage-backed securities & collateralized mortgage obligations	1,243,663			—	1,243,663			—
Private mortgage-backed securities	106			—	106			—
Other investments	2,967			—	2,967			—
Loans held for sale	23,237			—	23,237			—
Derivative assets:
Interest rate swap contracts	1,311			—	1,311			—
Interest rate lock commitments	1,712			—	1,712			—
Derivative liabilities:
Interest rate swap contracts	1,283			—	1,283			—
Forward loan sale contracts	405			—	405			—
Deferred compensation plan assets	11,108			—	11,108			—
Deferred compensation plan liabilities	11,108			—	11,108			—



			Fair Value Measurements at Reporting Date Using
As of December 31, 2016	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:
U.S. Treasury notes	$	3,612	$	—	$	3,612	$	—
Obligations of U.S. government agencies	391,297			—	391,297			—
U.S. agencies mortgage-backed securities & collateralized mortgage obligations	1,213,701			—	1,213,701			—
Private mortgage-backed securities	116			—	116			—
Other investments	2,972			—	2,972			—
Loans held for sale	61,794			—	61,794			—
Derivative assets:
Interest rate swap contracts	1,332			—	1,332			—
Interest rate lock commitments	1,131			—	1,131			—
Forward loan sales contracts	286			—	286			—
Derivative liabilities
Interest rate swap contracts	1,314			—	1,314			—
Deferred compensation plan assets	10,627			—	10,627			—
Deferred compensation plan liabilities	10,627			—	10,627			—

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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)

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, 2017	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	37,484	$	—	$	—	$	37,484
Other real estate owned	1,682			—		—	1,682
Long-lived assets to be disposed of by sale	356			—		—	356

				Fair Value Measurements at Reporting Date Using
As of December 31, 2016	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	39,344	$	—	$	—	$	39,344
Other real estate owned	2,110			—		—	2,110
Long-lived assets to be disposed of by sale	1,335			—		—	1,335

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, 2017, certain impaired loans with a carrying value of $63,304 were reduced by specific valuation allowance allocations of $14,901 and partial loan charge-offs of $10,919 resulting in a reported fair value of $37,484. As of December 31, 2016, certain impaired loans with a carrying value of $65,238 were reduced by specific valuation allowance allocations of $13,954 and partial loan charge-offs of $11,941 resulting in a reported fair value of $39,344.

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 $47 during the three months ended March 31, 2017 included $16 directly related to receipt of updated appraisals and $31 based on management estimates of the current fair value of properties. Write downs of $17 during the three months ended March 31, 2016 included $11 directly related to receipt of updated appraisals and $6 based on management estimates of the current fair value of properties.

Long-lived Assets to be Disposed of by Sale. Long-lived assets to be disposed of by sale are carried at the lower of carrying value or fair value less estimated costs to sell. The fair values of long-lived assets to be disposed of by sale are based upon observable market data and management estimates of current market conditions. As of March 31, 2017, the Company had a long-lived asset to be disposed of by sale with a carrying value of $565 that was reduced by write-downs of $209, resulting in a fair value of $356. As of December 31, 2016, the Company had long-lived assets to be disposed of by sale with carrying values aggregating $2,363 that were reduced by write-downs of $1,028 resulting in an aggregate fair value of $1,335.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair values:



	Fair Value As of
	March 31, 2017		December 31, 2016		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans	$	37,484	$	39,344	Appraisal	Appraisal adjustment	0%	-	66%	(31%)
Other real estate owned	1,682		2,110		Appraisal	Appraisal adjustment	8%	-	96%	(18%)
Long-lived assets to be disposed of by sale	356		1,335		Appraisal	Appraisal adjustment	0%	-	9%	(6%)

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 fair values of derivative liabilities are obtained from an independent pricing service, which considers observable data that may include the three-month LIBOR forward curve, the federal funds effective swap rate and cash flows, among other things. 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, 2017	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	$	807,952	$	807,952	$	807,952	$	—	$	—
Investment securities available-for-sale	1,657,591		1,657,591		—		1,657,591		—
Investment securities held-to-maturity	490,968		493,925		—		493,925		—
Accrued interest receivable	27,712		27,712		—		27,712		—
Mortgage servicing rights, net	19,454		36,151		—		36,151		—
Loans held for sale	23,237		23,237		—		23,237		—
Net loans held for investment	5,300,311		5,148,977		—		5,111,493		37,484
Derivative assets	3,023		3,023		—		3,023		—
Deferred compensation plan assets	11,108		11,108		—		11,108		—
Total financial assets	$	8,341,356	$	8,209,676	$	807,952	$	7,364,240	$	37,484

Financial liabilities:
Total deposits, excluding time deposits	$	6,299,343	$	6,299,343	$	6,299,343	$	—	$	—
Time deposits	1,000,836		992,746		—		992,746		—
Securities sold under repurchase agreements	587,570		587,570		—		587,570		—
Other borrowed funds	1		1		—		1		—
Accrued interest payable	4,831		4,831		—		4,831		—
Long-term debt	27,994		27,520		—		27,520		—
Subordinated debentures held by subsidiary trusts	82,477		85,442		—		85,442		—
Derivative liabilities	1,688		1,688		—		1,688		—
Deferred compensation plan liabilities	11,108		11,108		—		11,108		—
Total financial liabilities	$	8,015,848	$	8,010,249	$	6,299,343	$	1,710,906	$	—

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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



					Fair Value Measurements at Reporting Date Using
As of December 31, 2016	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	$	782,023	$	782,023	$	782,023	$	—	$	—
Investment securities available-for-sale	1,611,698		1,611,698		—		1,611,698		—
Investment securities held-to-maturity	512,770		513,273		—		513,273		—
Accrued interest receivable	29,852		29,852		—		29,852		—
Mortgage servicing rights, net	18,457		35,656		—		35,656		—
Loans held for sale	61,794		61,794		—		61,794
Net loans held for investment	$	5,340,536	5,248,127		—		5,208,783		39,344
Derivative assets	2,749		2,749		—		2,749		—
Deferred compensation plan assets	10,627		10,627		—		10,627		—
Total financial assets	$	8,370,506	$	8,295,799	$	782,023	$	7,474,432	$	39,344

Financial liabilities:
Total deposits, excluding time deposits	$	6,324,512	$	6,324,512	$	6,324,512	$	—	$	—
Time deposits	1,051,598		1,044,670		—		1,044,670		—
Securities sold under repurchase agreements	537,556		537,556		—		537,556		—
Other borrowed funds	6		6		—		6		—
Accrued interest payable	5,421		5,421		—		5,421		—
Long-term debt	27,970		27,477		—		27,477		—
Subordinated debentures held by subsidiary trusts	82,477		73,554		—		73,554		—
Derivative liabilities	1,314		1,314		—		1,314		—
Deferred compensation plan liabilities	10,627		10,627		—		10,627		—
Total financial liabilities	$	8,041,481	$	8,025,137	$	6,324,512	$	1,700,625	$	—


(15)	Recent Authoritative Accounting Guidance

ASU 2014-09 "Revenue from Contracts with Customers." The amendments in Accounting Standards Update ("ASU") 2014-09 introduce a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date" was released in August of 2015 deferring the effective date of 2014-09 for all entities by one year until January 1, 2018. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements, results of operations or liquidity.

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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 2016-01 "Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in ASU 2016-1, among other things, (i) require equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale investment securities. The amendments in ASU 2016-1 will be effective for the Company on January 1, 2018, and are not expected to have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU 2016-02 "Leases (Topic 842)." On February 25, 2016, the Financial Accounting Standards Board issued new lease accounting guidance in ASU No. 2016-02. Under the new guidance, lessees will be required to recognize a lease liability and a right of use asset for all leases (with the exception of short-term leases) at the commencement date of the lease and disclose key information about leasing arrangements. Accounting by lessors is largely unchanged. ASU 2016-02 will be effective for the Company on January 1, 2019 and will be applied using a modified retrospective approach. The Company is evaluating the new guidance to determine the impact ASU 2016-02 will have on its consolidated financial statements, results of operations or liquidity.

ASU 2016-05 "Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships." The amendments in ASU 2016-05 clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under ASC Topic 815 does not, in and of itself, require redesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendments in ASU 2016-05 became effective for the Company on January 1, 2017, and did not impact the Company’s consolidated financial statements, results of operations or liquidity.

ASU 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting." The amendments in ASU 2016-07 eliminate the requirement that when an investment qualified for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investments, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods hat the investment had been held. The amendments in ASU 2016-07 also simplify the transition to the equity method of accounting by eliminating retroactive adjustment of the investment when an investment qualifies for use of the equity method, among other things. The amendments in ASU 2016-07 became effective for the Company on January 1, 2017, and did not impact the Company’s consolidated financial statements, results of operations or liquidity.

ASU 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." The amendments in ASU 2016-08 were issued to clarify certain principal versus agent considerations within the implementation guidance of ASC Topic 606, “Revenue from Contracts with Customers.” The effective date and transition of ASU 2016-08 is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as discussed above. The Company is continuing to evaluate the new guidance to determine the impact it will have on its consolidated financial statements, results of operations or liquidity.

ASU 2016-09 "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." Under the amendments in ASU 2016-09, all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in

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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)

additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share excludes the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits are classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. The amendments in ASU 2016-09 also provide that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The Company has elected to account for forfeitures when they occur. The amendments in ASU 2016-09 change the threshold to qualify for equity classification to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. The amendments in ASU 2016-09 became effective for the Company on January 1, 2017, and resulted in a $1,788 reduction in income tax expense during the three months ended March 31, 2017, of which $1,395 was due to the the recognition of excess tax benefits related to outstanding stock option awards exercised during the period and $393 was due to the recognition of excess tax benefits related to the vesting of restricted stock.

ASU No. 2016-10 "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing." The amendments in ASU 2016-10 were issued to clarify ASC Topic 606, “Revenue from Contracts with Customers” related to (i) identifying performance obligations; and (ii) the licensing implementation guidance. The effective date and transition of ASU 2016-10 is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” as discussed above. The Company is continuing to evaluate the new guidance to determine the impact it will have on its consolidated financial statements, results of operations and liquidity.

ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The amendments in ASU 2016-13 require a financial asset or group of financial assets measured at amortized cost basis to be presented on a company's financial statements at the net amount expected to be collected based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 requires a company's income statement to reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. The amendments in ASU 2016-13 require that the allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination be measured at amortized cost basis with the initial allowance for credit losses added to the purchase price rather than being reported as a credit loss expense. ASU 2016-13 also requires that credit losses relating to available-for-sale debt securities be recorded through an allowance for credit losses. The amendments in ASU 2016-13 are effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period. A prospective transition approach is required for debt securities for which other-than-temporary impairment was recognized before the effective date. Amounts previously recognized in accumulated other comprehensive income as of the date of adoption that relate to improvement in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements, results of operations and liquidity.

ASU No. 2016-15 "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." The amendments in ASU 2016-15 are intended to reduce diversity in practice in how eight particular transactions are classified in the statement of cash flows. The amendments in ASU 2016-15 are effective for the Company on January 1, 2018. Early adoption is permitted, provided that all of the amendments are adopted in the same period. Entities will be required to apply the guidance retrospectively. If it is impracticable to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively. The amendments in ASU 2016-15 only affect the classification of certain items within the statement of cash flows, and are not expected to have a significant impact on impact on the Company’s consolidated financial statements, results of operations or liquidity.

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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 No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The amendments in ASU 2017-04 remove Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The amendments in ASU 2017-04 are not expected to have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 750): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The amendments in ASU 2017-07 requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented in the income separately from the service cost component and outside a subtotal of income from operations, if one is presented. The amendments in ASU 2017-07 also allow only the service cost component to be eligible for capitalization. ASU No. 2017-07 is effective for the Company for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The amendments in ASU 2017-07 are applied retrospectively for the presentation of the service cost and other components of net periodic benefit cost in the income statement and prospectively for the capitalization of the service cost in other assets. ASU 2017-07 allow the use of a practical expedient the permits an employer to use the amounts disclosed in its pension and other post-retirement benefits plan footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. Adoption of the amendments in ASU 2017-07 will not have a have a significant impact on the Company’s consolidated financial statements, results of operations or liquidity.

ASU No. 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” The amendments in ASU 2017-08 shorten the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company currently amortizes premiums on callable debt securities to the earliest call date. As such, the amendments in ASU 2017-08 will not impact the Company's consolidated financial statements, results of operations and liquidity.


(16)	Subsequent Events

Subsequent events have been evaluated for potential recognition and disclosure through the date financial statements were filed with the SEC. On April 17, 2017, the Company declared a quarterly dividend to common shareholders of $0.24 per share, to be paid on May 12, 2017 to shareholders of record as of May 2, 2017.

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, 2016, 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: declining business and economic conditions, adverse economic conditions affecting Montana, Wyoming, South Dakota, Oregon, Washington and Idaho, lending risk, changes in interest rates, credit losses, adequacy of the allowance for loan losses, declining oil and gas prices, declining demand for coal, additional regulatory requirements when our assets exceed $10 billion, failure to integrate or profitably operate acquired organizations, access to low-cost funding sources, impairment of goodwill, changes in accounting standards, 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, stringent capital requirements, future Federal Deposit Insurance Corporation insurance premium increases, Consumer Financial Protection Bureau restrictions on our ability to originate and sell mortgage loans, failure of technology, cyber-security, unfavorable resolution of litigation, inability to meet liquidity requirements, environmental remediation and other costs, ineffective internal operational controls, competition, reliance on external vendors, soundness of other financial institutions, failure to effectively implement technology-driven products and services, inability of our bank subsidiary to pay dividends, risks associated with introducing new lines of business, products or services, implementation of new lines of business or net product or services offerings, successful completion of the merger and integration of Cascade Bancorp, uninsured nature of any investment in Class A and Class B common stock, volatility of Class A and Class B common stock, decline in market price of Class A common stock, litigation pertaining to fiduciary responsibilities, change in dividend policy, uninsured nature of any investment in Class A and Class B common stock, voting control of Class B stockholders, anti-takeover provisions, dilution as a result of future equity issuances, 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, 2016, filed March 2, 2017. 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, 2016.

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.

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Executive Overview

We are a financial holding company headquartered in Billings, Montana. As of March 31, 2017, we had consolidated assets of $9,061 million, deposits of $7,300 million, loans of $5,400 million and total stockholders’ equity of $1,002 million. We currently operate 80 banking offices, including detached drive-up facilities, in 46 communities located in Montana, Wyoming and South Dakota. Through our bank subsidiary, First Interstate Bank, or FIB, 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.

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 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 January 12, 2017, we acquired for cash from Wells Fargo & Company and its affiliated entities, or collectively Wells Fargo, all right, title and interest in and to all First Interstate-related U.S. trademark registrations owned by Wells Fargo; all common law rights and goodwill associated with the trademarks; and, all First Interstate-related domain names owned by Wells Fargo, which will enable the Company to use the trademarks throughout the United States.

On November 17, 2016, we entered into an agreement and plan of merger, or the Agreement, to acquire all of the outstanding stock of Cascade Bancorp, parent company of Bank of the Cascades, an Oregon-based community bank with 46 banking offices across Oregon, Idaho and Washington. Under the terms of the Agreement, each outstanding share of Cascade Bancorp will convert into the right to receive 0.14864 shares of our Class A common stock and $1.91 in cash. Based on the closing price of our Class A common stock on March 31, 2017, the merger consideration represents an aggregate purchase price of approximately $595 million. Upon completion of the merger, which is expected to occur after the close of business on May 30, 2017 subject to shareholder approval, we will become a regional community bank with over $12 billion in total assets and a geographic footprint that will span Montana, Wyoming, South Dakota, Idaho, Oregon and Washington.

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 and 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 equity, 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

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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.

We seek to increase our non-interest income over time and we evaluate our non-interest income relative to the trends of the individual types of non-interest income in view of prevailing market conditions.

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 maintain 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 OREO, and loan charge-offs as a percentage of average loans. We seek to 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 seek to 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 (i.e. excluding time deposits above $100,000) to our total deposits and our reliance on brokered deposits or other wholesale funding sources, such as borrowings from other banks or agencies. We seek to 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.

Finally, we seek to 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, 2016.

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

Allowance for Loan Losses

The 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, 2016 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 “Financial Condition - Allowance for Loan Losses."

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, 2016 describes our accounting policy with regard to goodwill.

Our annual goodwill impairment test is performed each year as of July 1^st. Upon completion of this year's test, the estimated fair value of net assets was greater than carrying value of the Company. We will continue to monitor our performance and evaluate our goodwill for impairment annually or more frequently as needed.

Fair Values of Loans Acquired in Business Combinations

Loans acquired in business combinations are initially recorded at fair value with no carryover of the related allowance for credit losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows initially expected to be collected on the loans and discounting those cash flows at an appropriate market rate of interest. Going forward, the Company continues to evaluate reasonableness of expectations for the timing and the amount of cash to be collected. Subsequent decreases in expected cash flows may result in changes in the amortization or accretion of fair market value adjustments, and in some cases may result in the loan being considered impaired. For collateral dependent loans with deteriorated credit quality, the Company estimates the fair value of the underlying collateral of the loans. These values are discounted using market derived rates of return, with consideration given to the period of time and costs associated with the foreclosure and disposition of the collateral. Note 1 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016 describes our accounting policy with regard to acquired loans.

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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. The most significant impact on our net interest income between periods is derived from the interaction of changes in the volume of and rates earned or paid on interest earning assets and interest bearing liabilities. 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 the net interest income between periods.

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



Average Balance Sheets, Yields and Rates
(Dollars in thousands)	Three Months Ended March 31,
	2017							2016
	Average Balance		Interest			Average Rate		Average Balance		Interest			Average Rate
Interest earning assets:
Loans (1) (2)	$	5,420,245	$	64,329		4.81	%	$	5,222,905	$	63,371		4.88	%
Investment securities (2)	2,107,897		9,971			1.92		2,107,977		9,424			1.80
Interest bearing deposits in banks	596,909		1,212			0.82		506,839		645			0.51
Federal funds sold	678		2			1.20		1,292		2			0.62
Total interest earnings assets	8,125,729		75,514			3.77		7,839,013		73,442			3.77
Non-earning assets	808,198							754,962
Total assets	$	8,933,927						$	8,593,975
Interest bearing liabilities:
Demand deposits	$	2,231,310	$	998		0.18	%	$	2,147,532	$	558		0.10	%
Savings deposits	2,167,230		1,298			0.24		1,985,233		650			0.13
Time deposits	1,025,852		1,822			0.72		1,118,049		2,020			0.73
Repurchase agreements	559,641		248			0.18		477,207		90			0.08
Other borrowed funds	8		—			—		8		—			—
Long-term debt	27,960		453			6.57		29,129		449			6.20
Subordinated debentures held by subsidiary trusts	82,477		745			3.66		82,477		663			3.23
Total interest bearing liabilities	6,094,478		5,564			0.37		5,839,635		4,430			0.31
Non-interest bearing deposits	1,802,391							1,755,515
Other non-interest bearing liabilities	48,014							57,145
Stockholders’ equity	989,044							941,680
Total liabilities and stockholders’ equity	$	8,933,927						$	8,593,975
Net FTE interest income			69,950							69,012
Less FTE adjustments (2)			(1,057		)					(1,062		)
Net interest income from consolidated statements of income			$	68,893						$	67,950
Interest rate spread						3.40	%						3.46	%
Net FTE interest margin (3)						3.49	%						3.54	%
Cost of funds, including non-interest bearing demand deposits (4)						0.29	%						0.23	%


(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 an 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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Our net interest income on a fully taxable equivalent, or FTE, basis increased $938 thousand, or 1.4%, to $70.0 million during the three months ended March 31, 2017, as compared to $69.0 million during the same period in 2016. Net FTE interest income for the first quarter of 2017 included 90 days compared to 91 days for the same period in 2016 as a result of leap year. The additional day added approximately $750 thousand to net FTE interest income during the first quarter of 2016. Excluding the impact of one less accrual day, our net FTE interest income increased approximately $1.7 million, during first quarter 2017, as compared to the same period in 2016, primarily due to increases in average loans outstanding and increases in yields earned on investment securities and interest bearing deposits in banks. These increases were partially offset by a six basis point increase in our cost of funds.

Our net FTE interest income was positively impacted by interest accretion related to the fair valuation of acquired loans. Interest accretion related to the fair valuation of acquired loans was $1.2 million during the three months ended March 31, 2017 and $1.6 million during the same period in 2016. In addition, we recorded recoveries of previously charged-off interest of $416 thousand during first quarter 2017, compared to $265 thousand during first quarter 2016.

Our net interest margin ratio decreased 5 basis points to 3.49% during first quarter 2017, as compared to 3.54% during first quarter 2016. Exclusive of interest accretion related to acquired loans and the impact of recoveries of charged-off interest, our net interest margin ratio decreased 4 basis points to 3.41% during first quarter 2017, compared to 3.45% during first quarter 2016, primarily due to lower loan yields combined with higher funding costs.

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, 2017 compared with Three Months Ended March 31, 2016
	Volume			Rate			Net
Interest earning assets:
Loans (1)	$	2,394		$	(1,436	)	$	958
Investment securities (1)	—			547			547
Interest bearing deposits in banks	115			452			567
Federal funds sold	(1		)	1			—
Total change	2,508			(436		)	2,072
Interest bearing liabilities:
Demand deposits	22			418			440
Savings deposits	60			588			648
Time deposits	(167		)	(31		)	(198		)
Repurchase agreements	16			142			158
Other borrowed funds	—			—			—
Long-term debt	(18		)	22			4
Subordinated debentures held by subsidiary trusts	—			82			82
Total change	(87		)	1,221			1,134
Increase in FTE net interest income	$	2,595		$	(1,657	)	$	938

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

Provision for Loan Losses. Fluctuations in the provision for loan losses reflect management's estimate of possible loan losses based upon composition of our loan portfolio, evaluation of the borrowers' ability to repay, collateral value underlying loans, loan loss trends and estimated effects of current economic conditions on our loan portfolio. During the three months ended March 31, 2017, we recorded a provision for loan losses of $1.7 million, as compared to $4.0 million during the same period in 2016. The decrease in provision for loan losses is reflective of management's assessment of the adequacy of our allowance from loan losses. For more information on our allowance for loan losses, see "Allowance for Loan Losses" included herein.

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Non-interest Income. Our principal sources of non-interest income primarily include fee-based revenues such as payment services, mortgage banking and wealth management revenues, service charges on deposit accounts and other service charges, commissions and fees. Non-interest income increased $471 thousand or 1.6%, to $29.1 million for the three months ended March 31, 2017, as compared to $28.6 million for the same period in 2016. Significant components of this increase are discussed below.

Payment services revenues consist of interchange fees that merchants pay for processing electronic payment transactions and ATM service fees. Payment services revenues increased $454 thousand, or 5.7%, to $8.4 million during the three months ended March 31, 2017, as compared to $8.0 million for the same period in 2016, primarily due to additional interchange income resulting from higher business credit card transaction volumes.

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. Volatility in the equity and bond markets impacts the market value of trust assets and the related trust asset management fees. As of March 31, 2017, we had assets under management of $5.0 billion, as compared to $4.6 billion as of December 31, 2016. Wealth management revenues increased $438 thousand, or 9.6%, to $5.0 million during the three months ended March 31, 2017, as compared to $4.6 million during the same period in 2016, primarily due to increases in the market values of assets under trust management.

Mortgage banking revenue decreased $179 thousand, or 2.7%, to $6.5 million during the three months ended March 31, 2017, as compared to $6.7 million during the same period in 2016. During first quarter 2017, our overall mortgage loan production decreased 5%, as compared to first quarter 2016, with loans originated for home purchases accounting for approximately 54% of production, as compared to 57% during first quarter 2016.

Non-interest Expense. Non-interest expense increased $1.4 million, or 2.3%, to $63.7 million for the three months ended March 31, 2017, as compared to $62.3 million for the same period in 2016. Significant components of the increase are discussed below.

Salaries and wages expense increased $473 thousand, or 1.9%, to $25.7 million during the three months ended March 31, 2017, as compared to $25.3 million during the same period in 2016, primarily due to increases in incentive compensation accruals reflective of our performance against pre-determined performance metrics. This increase was partially offset by decreases in one-time separation and special bonus expenses, which declined $516 thousand during first quarter 2017, as compared to the same period in 2016.

Outsourced technology services expense increased $468 thousand, or 9.7%, to $5.3 million for the three months ended March 31, 2017, as compared to $4.8 million during the same period in 2016, primarily due to the continued enhancement of our technology systems to support our future growth.

FDIC insurance expense decreased $383 thousand, or 30.4%, to $875 thousand during the three months ended March 31, 2017, as compared to $1.3 million during the same period in 2016, primarily due to reductions in base assessment rates that became effective for all insured financial institutions effective July 1, 2016.

Core deposit intangible amortization expense decreased $197 thousand, or 23.8%, to $630 thousand during the three months ended March 31, 2017, as compared to $827 thousand for the same period in 2016. This decrease in amortization was due to scheduled reductions in the annual amortization rates.

Other expense increased $618 thousand, or 5.3%, to $12.2 million during the three months ended March 31, 2017, as compared to $11.6 million for the same period in 2016, primarily due to fluctuations in operating expenses.

Acquisition expenses of $705 thousand recorded during the three months ended March 31, 2017, included travel, legal and professional fees related to the Cascade Bancorp acquisition expected to close on May 30, 2017. For additional information regarding acquisitions, see "Recent Developments" included herein and “Note 2 – Acquisitions” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

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Income Tax Expense. Our effective combined state and federal income tax rate was 29.0% for the three months ended March 31, 2017 and 33.7% for the three months ended March 31, 2016. As a result of the January 1, 2017 adoption of ASU 2016-09, "Compensation-Stock Compensation (Topic 718)," our first quarter 2017 income tax expense included a tax benefit of $1.8 million related to the exercise of outstanding stock option awards and the vesting of restricted shares. Exclusive of the effect of this tax benefit, our effective tax rate for the first quarter of 2017 was 33.3%. State income tax applies primarily to pretax earnings generated within Montana and South Dakota.

Financial Condition

Total assets remained stable at $9.1 billion as of March 31, 2017 and December 31, 2016. Significant fluctuations in balance sheet accounts are discussed below.

Loans Held for Investment. Loans held for investment decreased $40 million, or less than 1.0%, to $5,377 million as of March 31, 2017, as compared to $5,417 million December 31, 2016, with the most significant decreases occurring in residential real estate, commercial real estate and construction real estate loans.

Residential real estate loans decreased $23 million, or 2.3%, to $1,004 million as of March 31, 2017, from $1,027 million as of December 31, 2016, primarily due to scheduled loan repayments on retained loans. During 2016 and the first three months of 2017, we sold most of our residential mortgage loan production to secondary market investors. Residential real estate loans retained in our portfolio are typically secured by first liens on the financed property and generally mature in less than fifteen years.

Construction loans decreased $17 million, or 3.4%, to $465 million as of March 31, 2017, from $482 million as of December 31, 2016, with approximately half of the decline occurring in land acquisition and development loans. We typically experience a seasonal decline in construction lending during the first quarter of each year due to adverse weather conditions in our market areas.

Commercial real estate loans decreased $15 million, or less than 1.0%, to $1,820 million as of March 31, 2017, from $1,834 million as of December 31, 2016. Management attributes this decrease to soft loan demand in our market areas combined with increased competition for loans in terms of rate and structure.

Agricultural loans decreased $7 million, or 5.5%, to $125 million as of March 31, 2017, from $133 million as of December 31, 2016; and, agricultural real estate loans decreased $2 million, or 1.5%, to $168 million as of March 31, 2017, from $170 million as of December 31, 2016. These decreases were largely attributable to first quarter 2017 repayment of the non-accrual loans of one borrower aggregating $5 million.

Commercial loans increased $20 million, or 2.5%, to $818 million as of March 31, 2017, from $798 million as of December 31, 2016. This growth was broad-based across our markets and industries, with no individually large new loans advanced.

Consumer loans increased $3 million, or less than 1.0%, to $973 million as of March 31, 2017, from $970 million as of December 31, 2016, due to increases in indirect consumer loans. Indirect consumer loans increased $10 million, or 1.3%, to $762 million as of March 31, 2017, from $752 million as of December 31, 2016, due to increases in loan transactions within the Company's existing dealer network. Growth in indirect consumer loans was partially offset by seasonal reductions in credit card loans. Credit card loans decreased $5 million, or 6.5%, to $65 million as of March 31, 2017, from $70 million as of December 31, 2016.

Loans held for sale consist of residential mortgage loans pending sale to investors in the secondary market. Loans held for sale decreased $39 million, or 62.4%, to $23 million as of March 31, 2017, from $62 million as of December 31, 2016. While January residential mortgage loan activity remained strong due to refinancing activity, we saw significant declines in volume during February and March. Adverse weather conditions further impacted our typical seasonal trends.

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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, 2017			December 31, 2016			September 30, 2016			June 30, 2016			March 31, 2016
Non-performing loans:
Non-accrual loans	$	74,580		$	72,793		$	71,469		$	74,311		$	63,837
Accruing loans past due 90 days or more	4,527			3,789			8,131			4,454			4,362

Total non-performing loans	79,107			76,582			79,600			78,765			68,199
OREO	9,428			10,019			9,447			7,908			9,257

Total non-performing assets	$	88,535		$	86,601		$	89,047		$	86,673		$	77,456

Troubled debt restructurings not included above	$	16,379		$	22,343		$	17,163		$	16,408		$	12,070

Non-performing loans to total loans	1.47		%	1.40		%	1.44		%	1.46		%	1.30		%
Non-performing assets to total loans and OREO	1.64		%	1.58		%	1.61		%	1.60		%	1.47		%
Non-performing assets to total assets	0.98		%	0.96		%	0.99		%	1.01		%	0.89		%

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 update valuations on collateral underlying oil and gas credits based on recent market-based oil price forecasts provided by an independent third party. We also 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 collateral valuation is then compared to the loan balance and any resulting shortfall is recorded in the allowance for loan losses as a specific valuation allowance. Provisions for loan losses are impacted by changes in the specific valuation allowances and historical or general valuation elements of the allowance for loan losses.

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, 2017		Percent of Total		December 31, 2016		Percent of Total
Real estate:
Commercial	$	29,658	37.5	%	$	26,514	34.6	%
Construction:			.
Land acquisition and development	4,906		6.3	%	5,304		6.9	%
Commercial	4,381		5.5	%	762		1.0	%
Residential	1,146		1.4	%	456		0.6	%
Total construction	10,433		13.2	%	6,522		8.5	%
Residential	7,257		9.2	%	7,137		9.3	%
Agricultural	2,011		2.5	%	4,327		5.7	%
Total real estate	49,359		62.4	%	44,500		58.1	%
Consumer	2,846		3.6	%	2,894		3.8	%
Commercial	25,807		32.6	%	26,166		34.2	%
Agricultural	1,095		1.4	%	3,022		3.9	%
Total non-performing loans	$	79,107	100.0	%	$	76,582	100.0	%

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Non-accrual loans. We generally place loans, excluding acquired credit impaired 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 $874 thousand and $790 thousand would have been accrued for the three months ended March 31, 2017 and 2016, respectively. Non-accrual loans, the largest component of non-performing assets, increased $2 million, to $75 million as of March 31, 2017, from $73 million as of December 31, 2016, primarily due to the loans of three commercial real estate borrowers aggregating $7 million that were placed on non-accrual status during first quarter 2017. This increase was partially offset by the first quarter 2017 repayment of the loans of one agricultural borrower aggregating $5 million.

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."

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

(1)

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

(2)

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


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

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

Loans acquired in business combinations are recorded at fair value with no allowance for loan losses on the date of acquisition. Subsequent to the acquisition date, an allowance for loan loss is recorded for the emergence of new probable and estimable losses on loans acquired without evidence of credit impairment. Loans acquired with evidence of credit impairment are regularly monitored and to the extent that the performance has deteriorated from management's expectations at the date of acquisition, an allowance for loan losses is established. As of March 31, 2017, management determined that an allowance for loan losses related to acquired loans of $565 thousand was required under generally accepted accounting principles.

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 or (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.

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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,
	2017			2016			2016			2016			2016
Balance at beginning of period	$	76,214		$	81,235		$	80,340		$	79,924		$	76,817
Provision charged to operating expense	1,730			1,078			2,363			2,550			4,000
Charge offs:
Real estate
Commercial	18			2,382			173			257			694
Construction	259			—			72			26			625
Residential	167						135			240			601
Agricultural	—			8			—			—			2
Consumer	2,596			2,846			2,157			1,712			1,892
Commercial	793			3,754			578			1,018			488
Agricultural	22			(5		)	—			188			—
Total charge-offs	3,855			8,985			3,115			3,441			4,302
Recoveries:
Real estate
Commercial	371			38			83			45			309
Construction	96			313			31			51			1,441
Residential	53			113			103			93			51
Agricultural	4			4			4			21			558
Consumer	1,205			615			742			649			775
Commercial	391			1,802			680			448			275
Agricultural	22			1			4			—			—
Total recoveries	2,142			2,886			1,647			1,307			3,409
Net charge-offs	1,713			6,099			1,468			2,134			893
Balance at end of period	$	76,231		$	76,214		$	81,235		$	80,340		$	79,924

Period end loans	$	5,399,779		$	5,478,544		$	5,530,915		$	5,413,242		$	5,244,458
Average loans	5,420,245			5,493,911			5,469,294			5,324,812			5,222,905
Net loans charged-off to average loans, annualized	0.13		%	0.45		%	0.11		%	0.16		%	0.07		%
Allowance to period end loans	1.41		%	1.39		%	1.47		%	1.48		%	1.52		%

Our allowance for loan losses was $76 million, or 1.41% of period end loans, as of March 31, 2017, as compared to $76 million, or 1.39% of period end loans, as of December 31, 2016. Although we have established our allowance for loan losses in accordance with accounting principles generally accepted in the United States and we believe that our allowance for loan losses is 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 increased $24 million, or 1.1%, to $2,149 million, or 23.7% of total assets, as of March 31, 2017, from $2,124 million, or 23.4% of total assets, as of December 31, 2016. As of March 31, 2017, the estimated duration of our investment portfolio was 2.9 years, as compared to 3.0 years as of December 31, 2016.

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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, 2017, we had investment securities with fair values aggregating $54 million that had been in a continuous loss position more than twelve months. Gross unrealized losses on these securities of $1.9 million as of March 31, 2017 were attributable to changes in interest rates. No impairment losses were recorded during the three months ended March 31, 2017 or 2016.

Other Assets. Other assets increased $26 million, or 32.2%, to $108 million as of March 31, 2017, from $82 million as of December 31, 2016. This increase was primarily due to the acquisition of the First Interstate Trademarks in January 2017. For additional information regarding the acquisition, see "Recent Developments" included herein.

Deposits. Our deposits consist of non-interest bearing and interest bearing demand, savings, individual retirement and time deposit accounts. Total deposits decreased $76 million, or 1.0%, to $7,300 million as of March 31, 2017, from $7,376 million as of December 31, 2016. The following table summarizes our deposits as of the dates indicated:



Deposits
(Dollars in thousands)	March 31, 2017		Percent of Total		December 31, 2016		Percent of Total
Non-interest bearing demand	$	1,840,647	25.2	%	$	1,906,257	25.8	%
Interest bearing:
Demand	2,266,017		31.0		2,276,494		30.9
Savings	2,192,679		30.1		2,141,761		29.0
Time, $100 and over	425,870		5.8		461,368		6.3
Time, other (1)	574,966		7.9		590,230		8.0
Total interest bearing	5,459,532		74.8		5,469,853		74.2
Total deposits	$	7,300,179	100.0	%	$	7,376,110	100.0	%


(1)	Included in Time, other are Certificate of Deposit Account Registry Service, or CDAR, deposits of $26 million as of March 31, 2017 and $32 million as of December 31, 2016.

Securities Sold Under Repurchase Agreements. In addition to deposits, repurchase agreements with commercial depositors, including municipalities, provide an additional source of funds. Under repurchase agreements, deposit balances are invested in short-term U.S. government agency securities overnight and are then repurchased the following day. Repurchase agreement balances increased $50 million, or 9.3%, to $588 million as of March 31, 2017, from $538 million as of December 31, 2016.

Deferred Tax Liability. Our net deferred tax liability increased $6 million, or 86.4%, to $13 million as of March 31, 2017, from $7 million as of December 31, 2016, primarily due to increases in deferred tax liabilities related to unrealized gains on available-for sale investment securities.

Capital Resources and Liquidity Management

Stockholders’ equity is influenced primarily by earnings, dividends, sales and redemptions of common stock and changes in the unrealized holding gains or losses, net of taxes, on available-for-sale investment securities. Stockholders’ equity increased $19 million, or 1.9%, to $1,002 million as of March 31, 2017, from $983 million as of December 31, 2016, due to the retention of earnings, increases in unrealized holding gains, net of taxes, on available-for-sale investment securities and proceeds from stock option exercises.

On April 17, 2017, we declared a quarterly dividend to common stockholders of $0.24 per share payable on May 12, 2017 to to shareholders of record as of May 2, 2017. This dividend equates to a 2.3% annual yield based on the $41.64 average closing price of the Company's common stock during first quarter 2017.

On July 2, 2013, the Board of Governors of the Federal Reserve Bank issued a final rule implementing a revised regulatory capital framework for U.S. banks in accordance with the Basel III international accord, or Basel III. Under Basel II, certain deductions and adjustments to regulatory capital began phasing in starting January 1, 2015 and will be fully implemented on January 1, 2018. The capital conservation buffer, which began to phase in on January 1, 2016, will be fully implemented on January 1, 2019. As of March 31, 2017 and December 31, 2016, we had capital levels that, in all cases, exceeded the well-capitalized guidelines. For additional information regarding our capital levels, see "Note 10 – Regulatory Capital” in the accompanying “Notes to Unaudited Consolidated Financial Statements” included in this report.

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

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

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

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

Recent Accounting Pronouncements

See “Note 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, 2017, 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, 2016.

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, 2017, 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, 2017, 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.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting for the quarter ended March 31, 2017, 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, 2016.


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, 2016.


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, 2017.

(b) Not applicable.

(c) The following table provides information with respect to purchases made by or on behalf of us or any "affiliated purchasers" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the three months ended March 31, 2017.



				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 (1)	Per Share		or Programs	Plans or Programs
January 2017	—	$	—	—	24,123
February 2017	20,621	41.65		—	24,123
March 2017	—	—		—	24,123
Total	20,621	$	41.65	—	24,123


(1)	Stock repurchases 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.


Item 3.	Defaults upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

Not applicable.


Item 5.	Other Information

Not applicable or required.

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Item 6. Exhibits



Exhibit Number		Description

2.1		Agreement and Plan of Merger between First Interstate BancSystem, Inc. and Cascade Bancorp dated November 17, 2016 (incorporated herein reference to Exhibit 2.1 of the Company's Registration Statement on Form S-4, No. 333-215749, dated January 26, 2017)

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)

10.6†		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 )

10.7†		First Interstate BancSystem, Inc. 2015 Equity and Incentive Plan (incorporated herein by reference to Appendix A of the Company's Proxy Statement on Schedule 14A for the 2015 Annual Meeting of Shareholders, filed on April 2, 2015)

10.8†		Executive Employment Agreement between First Interstate BancSystem, Inc. and Kevin P. Riley dated September 23, 2015 (incorporated herein by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

31.1*		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32**		18 U.S.C. Section 1350 Certifications.

101**		Interactive data file

† Management contract or compensatory plan or arrangement.

* Filed herewith.

** Furnished herewith.

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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 8, 2017	By:	/S/ KEVIN P. RILEY
			Kevin P. Riley
			President and Chief Executive Officer

Date:	May 8, 2017		/S/ MARCY D. MUTCH
			Marcy D. Mutch
			Executive Vice President and Chief Financial Officer

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