Good morning and welcome to the First Interstate Bancsystem Second Quarter 2016 Earnings Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Kenzie Lawson. Please go ahead.

Thanks, Bianca. Good morning. Thank you for joining us for our second quarter earnings conference call. As we begin, I would like to direct all listeners to the cautionary note regarding forward-looking statements and factors that could affect future results in our most recently filed Form 10-K. Relevant factors that would cause actual results to differ materially from any forward-looking statements are listed in the earnings release and in our SEC filings. The Company does not intend to correct or update any of the forward-looking statements made today. Joining us from management this morning are Kevin Riley, our Chief Executive Officer; Marcy Mutch, our Chief Financial Officer; and Steve Yose, our Chief Credit Officer, along with other members of our management team. At this time, I will turn the call over to Kevin Riley. Kevin?

Thanks, Kenzie and good morning and thanks again to all of you for joining us on our call today. We had strong second quarter on both the GAAP and core earnings basis. We reported earnings per share of $0.57 for the second quarter which included a $3.8 million recovery due to a settlement on prior year's litigation. On a core earnings basis, excluding the impact of this recovery and other small non-recurring items, we reported earnings per share of $0.52 which was an increase of 16% over the prior quarter and 6% over the prior year. As we typically see the second quarter is a seasonally strong period for the company and we saw positive trends in loan production, fee income and operating efficiencies. We generated 3.2% quarter-over-quarter loan growth with well balanced contributions coming from nearly all of our lending areas. We saw particularly strong growth in our commercial real estate, construction, consumer and agricultural portfolios. The loan growth was fairly well disbursed across our Montana and South Dakota markets, while loan demand in our Wyoming markets remained more subdued due to the slowdown in the energy industry. Although there has been some broader concern in the bank industry related to auto lending which makes up a significant portion of our consumer loan book, in agricultural lending we continue to see good performance in these portfolios. Through the first six months of the year, our net charge-offs in our indirect auto loan lending portfolio has been 12 basis points of average outstanding loans. We don't do any subprime auto lending, so we haven’t seen the weaknesses that some of the newer more aggressive entrance into the markets have seen due to their low underwriting criteria. Approximately 10% of our portfolio which fall into what we would refer to as…

Thanks, Kevin and good morning, everyone. As I walk through our financial results, unless otherwise noted, all of the prior period comparisons will be with the first quarter 2016. I'll begin with our income statement, but first I want to note the change in accounting treatment that took effect this quarter. Previously, we had recorded growth income attributable to deferred compensation plan assets in our non-interest income with the direct offset reported in employee benefits. The offsetting entries had zero impact on our overall financial statements that because swings in the market values of those assets could be so significant, it created a lot of noise particularly when comparing prior period performance. In order to reduce the volatility within our non-interest income and benefit line items beginning this quarter we are now recording income earned on deferred compensation plans in non-interest income, net of the employee benefit expense directly related to those earnings. While this change is really immaterial, it does take some of the noise out of the other income and employee benefit line items and allows a more consistent reflection of our efficiency ratio. We have revised all of the prior period amounts and ratios to be consistent with the new accounting treatment. Now let's look at our second quarter financials. Net interest income decreased $270,000 on a linked quarter basis. The decline was largely due to a decrease in earning assets which is attributable to the seasonal decline in deposits. We had a one basis point increase in our net interest margin on both our reported and core basis with the core net interest margin excluding accelerated discount accretion and recoveries of charged-off interest. The increase in our net interest margin was largely driven by the increase in our loan-to-deposit ratio. Our non-interest income increased $8.9 million…

Well, thanks Marcy. Let me start off by saying that I am happy to be back home so to speak. I grew up in Wyoming, although I have never been very far from this area of the country. I came to First Interstate from KeyBanc, where I was responsible for overseeing credit administration, credit approval, underwriting, portfolio management and credit quality for the Rocky Mountains and Pacific regions. In that role I covered rural markets and agri business, so to a large extent I was dealing with the same types of markets and customers that we see here at First Interstate. My goal is to implement the best practices of a larger regional bank throughout all areas of credit administration in order to enhance our overall credit risk management while maintaining our community bank culture. With that in mind, I want to take a few minutes to walk through some enhancements we have begun making to our credit administration policies and procedures. The first change relates to our credit approval process. Previously we had characteristics in the type of credit approval guidelines that you see at a smaller community bank. The process had not been changed for several decades. We have now implemented a new structure that provides joint accountability for both the line of business and credit administration and clearly outlines the first and second lines of defense. The new credit process better allows the frontline officers, as well as credit admin to execute the risk management goals of the board and our executive management. It will also make us more responsive and more efficient in credit decisions, as well as putting in place best practices relating to credit discipline. This process should serve us well as we continue to grow in the future. A second change that we…

Thanks Steve and Marcy nice job. I’m going to wrap up with a few comments about our outlook. So far the year is pretty much tracking according to our expectations. We had a seasonally slow first quarter and a seasonally strong second quarter as we typically see. If historical patterns hold we will see a little softening in loan growth in the third quarter with additional growth between 1 and 2% for the remainder year. This puts us on pace for the mid-single digit loan growth that we typically see. We are scheduled to close our acquisition of Flathead Bank in mid-August so this will provide an incremental source of loan growth. We expect to see a continuation of most of the positive trends we experienced in the second quarter particularly respect to revenue generation and operating efficiencies. With interest rates declining we should continue to see strong production in our residential lending business. We are executing well on our business development and efficiency initiatives and we think we are well-positioned for a good second half for 2016.And lastly, we continue to be on the lookout for acquisition opportunities both within and adjacent to our current footprint. We also believe we are doing a good job in focusing on the three priorities that we outlined at the beginning of the year, people, processes and technology. The changes we are making in these areas across our organization will allow us to be scalable as we pursue growth opportunities both organically and through acquisitions. So with that we will open it up for questions.

[Operator Instructions] The first question comes from Jeff Rulis with D.A. Davidson. Please go ahead.

Thanks, good morning. Do you have payoff activity balances for this quarter versus Q1? Or if you don't have the exact balances either the - just kind of roughly did that soften quarter to quarter by any means?

Jeff, payoffs on what?

Loan payoff activity. Was that sort of equal quarter to quarter and then just had more production, therefore, a bigger net loan growth figure due to seasonality? Just trying to get that pay off; what was the kind of cannibalizing growth both Q1 and Q2?

We don't have it. But I don't think it was anything unusual this quarter.

Safe to say it was flat?

Yes, it was flat to prior quarters.

All right. And then, Kevin, I think you mentioned last quarter on margin that you would expect - this was on the Q1 call I guess - in terms of margin levels to stay between 1 and 2 basis points of the Q1 level; that seemed to play out into Q2. Is that still your expectations as we get into the back half of the year here?

Yes, and you know quite frankly it might come down a little bit in the third quarter as deposits come in and we deploy as maybe a lower yielding asset. So I would still contend that you know we might have one or two basis points up or down depending on what happens in the quarter. But we don't see a real deterioration in the asset yields right now.

All right. Then a last one on - given the credit I guess analysis that you have - with Steve's hiring that you've looked at things, does that change the provision levels? There's been some other events year to date that maybe have driven that a little higher. But I guess any expectations for the provision levels going forward? Is it within the range that we've seen in Q1 and Q2?

Probably more that we’ve seen in Q2 than Q1.You know the thing is that - people talk about the maybe the increases some of the criticized and classified as well done a performing assets. You know we bring new, as we all know we brought a new Credit Officer in and he's little more discerning on the portfolio. So the slight increase that we saw are his chance to make his mark. So we don't anticipate this being a negative trend going forward. Steve's been true to whole portfolio, as well as our special assets group. And so I think if he’s just putting his mark on the portfolio, so I don't see that we have negative trends in our portfolio going forward.

Got you. Okay, thank you.

The next question comes from Jared Shaw with Wells Fargo Securities. Please go ahead.

Good morning. Could you just give a little update on the hospitality exposure? We had the loans that moved in to non-performing this quarter. What's the total exposure to hospitality? And then also, with the strong trends in tourism that you're talking about, what's your expectation for resolution of those loans? Should we expect to see any more negative migration from that category?

Again those hospitality loans were criticized as to the past, we just had a little bit of - a heavier hand, I’m looking at - again I don’t think there is a trend but what is the total of a hospitality portfolio? I’m looking at my team here. We don’t have that number.

We can get back…

We can get back but again let’s talk about the trends of tourism. There is 10% growth there we’ve seen this year in tourism is on top of - about a 20% growth that we saw last year which was a record year. So tourism is quite strong in our markets. So we only anticipate hospitality really the client much user assets that have been kind of - on the problem for a while, we just moved them into non-accrual.

I guess those are definitely specific to those credits as oppose to the performance…

…overwriting trends. That's correct.

All right, thanks. And on the indirect auto, you continue to see growth in the balances and then just trying to back into what cash flow from that is, it seems like you're putting on maybe $80 million of production a quarter. Where you getting --? Are you continuing to expand the dealer network or are you going deeper at all into some of those maybe D credits? How are you seeing the continued growth and where should we expect to see that cap out as a percentage of loans?

Well, we’re not going deeper into the credit. We are expanding maybe the dealer network a little bit but mostly it's growth. And you know one thing I’d like to mention before you get to directors that we've looked at indirect by the different markets and we’ve talked about in prior calls looking at indirect as a kind of a sign that cars might be weakening in some of our energy market. And what we actually have seen is that the delinquencies on indirect lending has actually come down since yearend. Yearend we kind of saw the higher level of delinquencies in those energy markets. And all those energy markets so they’re impacted actually the delinquencies of indirect are actually decreasing.

And Jared we don’t go outside of our footprint again for those you know, we go a little bit into Idaho but for the most part we're in Montana Miami and South Dakota. And as far as the de-paper that’s been a consistent unit that 10% Kevin quoted it’s been consistently there for the last five years.

Okay. I'm sorry, I didn't say D, I meant sort of B, like bravo, the second tier. Getting maybe just a broader base.

Actually I think there was a 75% is in A Paper and then you know and the quote between BC&D which are small percentages.

Okay, thanks. Then finally just as we look at the deposit inflows, where should we expect to see that going? Is that for the near term going into Fed funds or securities while you're waiting for loans or --? What does the cash flow picture look like on the new deposits coming in?

The new deposit will probably go into overnight and investment securities as we’re waiting for loan, as we wait for loan growth.

Okay. Thank you.

The next question comes from Matthew Forgotson with Sandler O'Neill. Please go ahead.

Good morning, all. Wondering if you could give us a little color on your loan pipeline, the complexion, the rate, any particular geographies. Appreciate some color there.

Steve, do you want to give that?

At the moment I think we see the most demand on our loan pipeline in Western Washington both in Missoula and Bozeman markets.

Western Montana.

Did I say Bozeman?

Yes.

Sorry. I was located here from Washington. Western Montana markets, a little bit less demand in Wyoming markets as you’d expect. We also see some increase in South Dakota. So most of our markets for the economy are all doing fairly well. We see pretty good growth in pipeline in those markets and those related to the energy sector are holding steady I would say from a pipeline standpoint.

Can you give us some color on the blended new origination yields relative to the portfolio yields?

You know, other loans that we put on in the second quarter had a weighted average rate of about 4.76%.

Okay. So I guess, in light of the reclassification, Marcy, can you give us a sense - is that $61 million to $62 million non-interest expense guidance still intact?

I think around $62 million is still intact yes.

Okay. And then I guess just zooming out a little bit, would you mind giving us a sense of your take on Casper, Gillette, and Riverton; how those markets are holding in in light of the decline in the energy prices? And kind of what the balance of your footings are in those markets in the aggregate?

Hold on. Well, I will give you the overview. I mean they are holding in like I said we looked at our indirect portfolio and delinquencies they’re holding in there. I don’t think there’s much growth there. But we did as Steve mentioned earlier we do - we did at the more detailed qualitative factor on those markets. So do we have a total…

You know 13 or 14% last quarter. I don’t think it’s changed significantly since then. But Matt, I'll follow up with you on that.

Yes, 13 to 14% maybe we’ll follow-up of the total portfolios in those markets.

But growth has been flat and as Kevin mentioned in the indirect portfolio we’re actually seeing delinquencies in those markets improve as well as in our rest of our portfolio we've seen being stable. But with that we did take an increase in our allowance and our subjective factors, probably an increase $1.5 million. Looking at all portfolios there could be an energy impact but we have not seen significant impact yet with that portfolio outside of the energy sector.

Okay. I guess, lastly, can you just provide me with the balance for the unfunded direct oil and gas?

Yes.

It’s a 26 million.

Thank you very much.

The next question comes from Matthew Clark with Piper Jaffray. Please go ahead.

Hi, good morning, Kevin and Marcy. Maybe first on expenses, just curious how much variable mortgage comp contributed to that $35 million this quarter. And as we think about the run rate going forward, your $62 million comment I assume excludes the pending acquisition, so I just also want to get an update on timing for that close.

Okay. First of all the variable comps to mortgage origination actually gets netted against the mortgage revenue. So it really doesn’t have much impact on the compensation. The mostly increase in conversation was increase in incentive compensation accrual. So again the mortgage business doesn’t have much impact there. What was the other part of question?

I just thinking about the pending deal. It does sound like there is some expenses that are going to come out of that run rate, legacy First Interstate going forward. But again obviously you have a pending acquisition, so I just wanted to make sure that we are all thinking about that.

Yes, the pending acquisition, yes the acquisition is going to close on August 12 and we should have most of the expenses out of that acquisition by the next time we talk September 30. They should - all the expenses associated we're going to achieve will be done.

Okay. Then just in the margin, is there - just thinking about the prepayment penalty income, curious if there was a significant amount of that at all relative to last quarter or not.

It’s pretty very much outlined right in the earnings release. It’s pretty much balanced I think between quarter-to-quarter, between the first and second quarter are pretty much where close to be in the same amount. A – Marcy Mutch: So, 549 about second quarter 2015. A – Kevin Riley: Marcy is reading. A – Marcy Mutch: Yes, trying to read.

Sorry, if it's in the release. You're not talking about accretion when you're talking about prepayment penalty income? A – Kevin Riley: There is both, there is interest recovery as well as accretion and are both pretty much outlined greater than a thing and it’s pretty flat you think to into account. A – Marcy Mutch: 770.

Sounds good. And can you update us on where the reserves stood on the energy portfolio, if it was 11.7% last quarter?

That's a 11.3% this quarter.

Okay. And then in net charge-offs you mentioned that they were lumpy and related to kind of like a bucket of loans or pooled loans. Can you just provide some additional color there? A – Marcy Mutch: Just there was nothing unusual, that was there last year we had more recoveries so that’s why it's seemed a little bit higher this quarter. A – Kevin Riley: It was pretty broad, there wasn’t any one big loan or it was pretty - just you could say consistent with budget and other areas, there was nothing lumpy there though.

Okay. And then just last one, the four commercial real estate properties, where are those located? And is that Wyoming-specific tied to coal? Just trying to get a better sense; it sounds like these loans have been troubled for a while. A – Kevin Riley: Well actually once at South Dakota, its across the board once South Dakota, once in Wyoming in Cheyenne and the other ones in Montana. So, it's kind of general and three, we have one in each state of those four and from our outstanding amount it's about equal in each of the states.

And in them are in the energy markets.

Got it, great. Thank you.

The next question comes from Jackie Chimera with KBW. Please go ahead.

Hi, everybody good morning. I know that you had mentioned that the gain-on-sale margin was up 40 basis points in the quarter. How much was it - was the margin? Or what was the margin?

Hold on, I had that, it was 349.

Okay. Is that something that you think could be sustainable, given where rates are today as we head into the quarter?

I think the saying is that - I think it could be sustainable because - we are far more focused on our mortgage production and how we are managing our mortgage portfolio. So, I believe that the enhanced focus hopefully will play out to keep margins better than they had been in the past.

Okay. And did MSR marks have a negative impact? I'm assuming the MSR marks are netted into that line item or are they captured somewhere else, in other income perhaps? A – Kevin Riley: We did not have an MSR markers, we have go ahead market. We have a real excess in our MSR portfolio so you want to go with those numbers Marcy?

Yes, it’s about $8 million. I think its booked for around 15 and the fair market value is $23 million.

Okay, so you haven't been hampered by that?

No. A – Kevin Riley: No, not at all. You have a lot of question left.

Which is a good position to be in. Then just looking to wealth management, you had a nice quarter there as well. Maybe if you could just provide an update on - I know this has been a strong focus in the past, just where you stand on it; kind of assets under management and how you see that going for the rest of the year.

Wealth management growth.

Yes, wealth management growth - it will say pretty steady. I think we’re up about $155 million since the beginning of the year. We just continue to focus on growing assets under management and that be pretty predicable kind of go forward basis.

Okay. Do you have any other fee initiatives in play? A – Kevin Riley: No, we just continue a lot of - we had a great growth in our service charter. We're focused - we continue to focus as we talked about even last year and continue to focus on. Part of it is just getting not that we're increasing our service charge revenue but actually collecting some of the service charges that are actually do as. We do are migrating, more of a customers to opt in. We had an opt in rate of up about little over 2% of our customers which most banks more than a 50% level. We have to increased the opt in rate by 100% where it was up till now was 5% and we increased our revenue in regards to income over that by 100%. So, we continue to talk to our customers about giving them the opportunity to opt in, so there is still some more room there. So we continue to use the focus on getting paid for the services that we provide. So, we’re not out trying to increase our service charges but just really to get paid by customers that in the past have enjoyed the banking services for free.

How has reception been for that? I know it's been ongoing over the last several quarters, but I guess how are customers taking it?

Customers - I think once they are explained, understand, I mean there is some customers that believe that they shouldn't paying anything but overall we have not had a real concern about our customer base at all. I mean - again as I mentioned before, our customers are been customers with us for a long, long time and they understand we’re in the business to making money just like they are. So, I think that overall they are understanding our position, and we’re not seeing any outflow of customers.

Okay, great. Thank you. That’s helpful.

[Operator Instructions] We have no further questions at this time. This concludes our question-and-answer session. I would like to turn the conference back over to Kevin Riley for any closing remarks.

As always we welcome calls from our investors and analysts. Please reach out to us if you have any other further follow up questions. And again thanks for tuning in today and talk to you soon. Bye.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.