Glacier Bancorp - 10-Q quarterly report FY2011 Q2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2011


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

For the transition period from to

Commission file number 000-18911

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)


MONTANA		81-0519541

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


49 Commons Loop, Kalispell, Montana		59901

(Address of principal executive offices)		(Zip Code)

(406) 756-4200

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

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. þ Yes o 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

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

Large Accelerated Filer þ

Accelerated Filer o

Non-Accelerated Filer o
(Do not check if a smaller reporting company)

Smaller reporting Company o

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

The number of shares of Registrant’s common stock outstanding on July 22, 2011 was 71,915,073. No preferred shares are issued or outstanding.

GLACIER BANCORP, INC.
Quarterly Report on Form 10-Q

Index


	Page
Part I. Financial Information
Item 1 — Financial Statements
Unaudited Condensed Consolidated Statements of Financial Condition — June 30, 2011 and December 31, 2010		3
Unaudited Condensed Consolidated Statements of Operations — Three and Six Months ended June 30, 2011 and 2010		4
Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income — Year ended December 31, 2010 and Six Months ended June 30, 2011		5
Unaudited Condensed Consolidated Statements of Cash Flows — Six Months ended June 30, 2011 and 2010		6
Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3 — Quantitative and Qualitative Disclosure about Market Risk		57
Item 4 — Controls and Procedures		57
Part II. Other Information		58
Item 1 — Legal Proceedings		58
Item 1A — Risk Factors		58
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds		64
Item 3 — Defaults upon Senior Securities		64
Item 5 — Other Information		64
Item 6 — Exhibits		65
Signatures		65
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Financial Condition


	June 30,			December 31,
(Dollars in thousands, except per share data)	2011			2010

Assets
Cash on hand and in banks	$	94,890			71,465
Interest bearing cash deposits		34,151			33,626

Cash and cash equivalents		129,041			105,091

Investment securities, available-for-sale		2,784,415			2,395,847
Loans held for sale		35,440			76,213

Loans receivable		3,601,811			3,749,289
Allowance for loan and lease losses		(139,795	)		(137,107	)

Loans receivable, net		3,462,016			3,612,182

Premises and equipment, net		154,410			152,492
Other real estate owned		99,585			73,485
Accrued interest receivable		35,229			30,246
Deferred tax asset		23,548			40,284
Core deposit intangible, net		9,440			10,757
Goodwill		146,259			146,259
Non-marketable equity securities		50,762			65,040
Other assets		48,175			51,391

Total assets	$	6,978,320			6,759,287


Liabilities
Non-interest bearing deposits	$	916,887			855,829
Interest bearing deposits		3,787,912			3,666,073
Federal Home Loan Bank advances		925,061			965,141
Securities sold under agreements to repurchase		251,303			249,403
Federal funds purchased		48,000			—
Other borrowed funds		14,799			20,005
Accrued interest payable		6,261			7,245
Subordinated debentures		125,203			125,132
Other liabilities		38,122			32,255

Total liabilities		6,113,548			5,921,083


Stockholders’ Equity
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.01 par value per share, 117,187,500 shares authorized		719			719
Paid-in capital		642,878			643,894
Retained earnings — substantially restricted		196,536			193,063
Accumulated other comprehensive income		24,639			528

Total stockholders’ equity		864,772			838,204

Total liabilities and stockholders’ equity	$	6,978,320			6,759,287


Number of common stock shares issued and outstanding		71,915,073			71,915,073

See accompanying notes to unaudited condensed consolidated financial statements.

3

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Operations


	Three Months ended June 30,					Six Months ended June 30,
(Dollars in thousands, except per share data)	2011			2010		2011			2010

Interest Income
Residential real estate loans	$	8,156			11,421		16,872			23,254
Commercial loans		32,977			37,003		66,035			73,675
Consumer and other loans		10,211			10,720		20,661			21,360
Investment securities		20,218			14,674		36,367			28,927

Total interest income		71,562			73,818		139,935			147,216


Interest Expense
Deposits		6,584			9,222		13,672			18,553
Federal Home Loan Bank advances		3,093			2,454		5,641			4,765
Securities sold under agreements to repurchase		319			399		676			815
Subordinated debentures		1,273			1,648		2,916			3,284
Other borrowed funds		62			26		95			216

Total interest expense		11,331			13,749		23,000			27,633


Net Interest Income		60,231			60,069		116,935			119,583
Provision for loan losses		19,150			17,246		38,650			38,156

Net interest income after provision for loan losses		41,081			42,823		78,285			81,427


Non-Interest Income
Service charges and other fees		11,330			10,641		21,538			20,161
Miscellaneous loan fees and charges		928			1,259		1,905			2,385
Gain on sale of loans		4,291			6,133		8,985			10,024
(Loss) gain on sale of investments		(591	)		242		(467	)		556
Other income		1,893			3,143		3,285			4,475

Total non-interest income		17,851			21,418		35,246			37,601


Non-Interest Expense
Compensation, employee benefits and related expense		21,170			21,652		42,773			43,008
Occupancy and equipment expense		5,728			5,988		11,682			11,936
Advertising and promotions		1,635			1,644		3,119			3,236
Outsourced data processing expense		791			761		1,564			1,455
Core deposit intangibles amortization		590			801		1,317			1,621
Other real estate owned expense		5,062			7,373		7,161			9,691
Federal Deposit Insurance Corporation premiums		2,197			2,165		4,521			4,365
Other expense		9,047			7,852		16,559			14,885

Total non-interest expense		46,220			48,236		88,696			90,197


Earnings Before Income Taxes		12,712			16,005		24,835			28,831

Federal and state income tax expense		826			2,783		2,664			5,539


Net Earnings	$	11,886			13,222		22,171			23,292


Basic earnings per share	$	0.17			0.19		0.31			0.35
Diluted earnings per share	$	0.17			0.19		0.31			0.35
Dividends declared per share	$	0.13			0.13		0.26			0.26
Average outstanding shares — basic		71,915,073			71,913,102		71,915,073			67,363,476
Average outstanding shares — diluted		71,915,073			71,914,894		71,915,073			67,364,377

See accompanying notes to unaudited condensed consolidated financial statements.

4

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
and Comprehensive Income
Year ended December 31, 2010 and Six Months ended June 30, 2011


								Retained			Accumulated			Total
								Earnings			Other Comp-			Stock-
	Common Stock				Paid-in			Substantially			rehensive			holders’
(Dollars in thousands, except per share data)	Shares		Amount		Capital			Restricted			(Loss) Income			Equity

Balance at December 31, 2009		61,619,803	$	616		497,493			188,129			(348	)		685,890

Comprehensive income:
Net earnings		—		—		—			42,330			—			42,330
Unrealized gain on securities, net of reclassification adjustment and taxes		—		—		—			—			876			876

Total comprehensive income															43,206


Cash dividends declared ($0.52 per share)		—		—		—			(37,396	)		—			(37,396	)
Stock options exercised		3,805		—		58			—			—			58
Public offering of stock issued		10,291,465		103		145,493			—			—			145,596
Stock based compensation and related taxes		—		—		850			—			—			850

Balance at December 31, 2010		71,915,073	$	719		643,894			193,063			528			838,204

Comprehensive income:
Net earnings		—		—		—			22,171			—			22,171
Unrealized gain on securities, net of reclassification adjustment and taxes		—		—		—			—			24,111			24,111

Total comprehensive income															46,282


Cash dividends declared ($0.26 per share)		—		—		—			(18,698	)		—			(18,698	)
Stock based compensation and related taxes		—		—		(1,016	)		—			—			(1,016	)

Balance at June 30, 2011		71,915,073	$	719		642,878			196,536			24,639			864,772

See accompanying notes to unaudited condensed consolidated financial statements.

5

Glacier Bancorp, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows


	Six Months ended June 30
(Dollars in thousands)	2011			2010

Operating Activities
Net cash provided by operating activities	$	135,267			96,450


Investing Activities
Proceeds from sales, maturities and prepayments of investments available-for-sale		429,256			244,484
Purchases of investments available-for-sale		(796,155	)		(469,030	)
Principal collected on loans		459,488			427,901
Loans originated or acquired		(397,174	)		(416,715	)
Net decrease (increase) of non-marketable equity securities		14,278			(1,729	)
Proceeds from sale of other real estate owned		17,443			25,722
Net addition of premises and equipment and other real estate owned		(7,337	)		(9,003	)

Net cash used in investment activities		(280,201	)		(198,370	)


Financing Activities
Net increase in deposits		182,897			409,964
Net decrease in Federal Home Loan Bank advances		(40,080	)		(260,385	)
Net increase in securities sold under repurchase agreements		1,900			11,891
Net decrease in Federal Reserve Bank discount window		—			(225,000	)
Net increase (decrease) in federal funds purchased and other borrowed funds		42,865			(3,610	)
Cash dividends paid		(18,698	)		(18,697	)
Deficiencies in benefits related to the exercise of stock options		—			(4	)
Proceeds from exercise of stock options and other stock issued		—			145,654

Net cash provided by financing activities		168,884			59,813


Net increase (decrease) in cash and cash equivalents		23,950			(42,107	)
Cash and cash equivalents at beginning of period		105,091			210,575

Cash and cash equivalents at end of period	$	129,041			168,468


Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	$	23,985			27,262
Cash paid during the period for income taxes		3,681			8,061
Sale and refinancing of other real estate owned	$	2,521			6,320
Other real estate acquired in settlement of loans		49,570			45,888

See accompanying notes to unaudited condensed consolidated financial statements.

6

Notes to Unaudited Condensed Consolidated Financial Statements

1)		Basis of Presentation

		In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of Glacier Bancorp, Inc.’s (the “Company”) financial condition as of June 30, 2011, stockholders’ equity and comprehensive income for the six months ended June 30, 2011, the results of operations for the three and six month periods ended June 30, 2011 and 2010, and cash flows for the six months ended June 30, 2011 and 2010. The condensed consolidated statement of financial condition and statement of stockholders’ equity and comprehensive income of the Company as of and for the year ended December 31, 2010 have been derived from the audited consolidated statements of the Company as of that date.

		The accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results anticipated for the year ending December 31, 2011. Certain reclassifications have been made to the 2010 financial statements to conform to the 2011 presentation.

		Material estimates that are particularly susceptible to significant change include the determination of the allowance for loan and lease losses (“ALLL” or “allowance”) and the valuations related to investments and real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the ALLL and other real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to investments are obtained from independent parties. Estimates relating to business combinations are determined based on internal calculations using significant independent party inputs and independent party valuations.

2)		Organizational Structure

		The Company is a Montana corporation headquartered in Kalispell, Montana. The Company is a regional multi-bank holding company that provides a full range of banking services to individual and corporate customers in Montana, Idaho, Wyoming, Colorado, Utah and Washington through its bank subsidiaries (collectively referred to hereafter as the “Banks”). The bank subsidiaries are subject to competition from other financial service providers. The bank subsidiaries are also subject to the regulations of certain government agencies and undergo periodic examinations by those regulatory authorities.

		As of June 30, 2011, the Company is the parent holding company (“Parent”) for eleven independent wholly-owned community bank subsidiaries: Glacier Bank (“Glacier”), First Security Bank of Missoula (“First Security”), Western Security Bank (“Western”), Valley Bank of Helena (“Valley”), Big Sky Western Bank (“Big Sky”), and First Bank of Montana (“First Bank-MT”), all located in Montana; Mountain West Bank (“Mountain West”) and Citizens Community Bank (“Citizens”) located in Idaho; 1st Bank (“1st Bank”) and First Bank of Wyoming, formerly First National Bank & Trust, (“First Bank-WY”) located in Wyoming; and Bank of the San Juans (“San Juans”) located in Colorado. Effective June 30, 2011, First Bank-WY changed from a national bank charter to a State of Wyoming bank charter. All significant inter-company transactions have been eliminated in consolidation.

7

		In 2010, the Company formed a wholly-owned subsidiary, GBCI Other Real Estate (“GORE”), to isolate certain bank foreclosed properties for legal protection and administrative purposes. The foreclosed properties were sold to GORE from bank subsidiaries at fair market value and properties remaining are currently held for sale.

		The Company owns seven trust subsidiaries, Glacier Capital Trust II (“Glacier Trust II”), Glacier Capital Trust III (“Glacier Trust III”), Glacier Capital Trust IV (“Glacier Trust IV”), Citizens (ID) Statutory Trust I (“Citizens Trust I”), Bank of the San Juans Bancorporation Trust I (“San Juans Trust I”), First Company Statutory Trust 2001 (“First Co Trust 01”) and First Company Statutory Trust 2003 (“First Co Trust 03”) for the purpose of issuing trust preferred securities. The trust subsidiaries are not consolidated into the Company’s financial statements.

		A variable interest entity (“VIE”) exists 1) when either the entity’s total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or 2) the entity has equity investors that cannot make significant decisions about the entity’s operations or that do not absorb their proportionate share of the expected losses or receive the expected returns of the entity. In addition, a VIE must be consolidated by the Company if it is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that will absorb a majority of the expected losses, receive a majority of the expected residual returns, or both. The VIEs should be regularly monitored to determine if any reconsideration events have occurred that could cause its primary beneficiary status to change.

		The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of new markets tax credits (“NMTC”). The Company also has equity investments in low-income housing tax credit (“LIHTC”) partnerships. The CDEs and the LIHTC partnerships are VIEs. The underlying activities of the VIEs are community development projects designed primarily to promote community welfare, such as economic rehabilitation and development of low-income areas by providing housing, services, or jobs for residents. The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company, however, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each CDE (NMTC) and LIHTC partnership investments and determined that the Company is the primary beneficiary of such VIEs and has consolidated the VIEs into the bank subsidiary which holds the direct investment in the VIE. For the CDE (NMTC) and LIHTC investments, the creditors and other beneficial interest holders therein have no recourse to the general credit of the bank subsidiaries. As of June 30, 2011, the Company had investments in VIEs of $39,757,000 and $3,246,000 for the CDE (NMTC) and LIHTC partnerships, respectively. The total assets consolidated into the bank subsidiaries approximated the investments in the VIEs.

8

The following abbreviated organizational chart illustrates the Company’s various relationships as of June 30, 2011:

9

3)		Investment Securities, Available-for-Sale

		A comparison of the amortized cost and estimated fair value of the Company’s investment securities designated as available-for-sale is presented below.


	June 30, 2011
	Weighted			Amortized		Gross Unrealized					Fair
(Dollars in thousands)	Yield			Cost		Gains		Losses			Value

U.S. government and federal agency
Maturing after one year through five years		1.62	%	$	205		5		—			210

U.S. government sponsored enterprises
Maturing after one year through five years		2.31	%		35,245		793		—			36,038
Maturing after five years through ten years		1.89	%		83		—		—			83

		2.31	%		35,328		793		—			36,121

State and local governments and other issues
Maturing within one year		4.10	%		1,147		18		(3	)		1,162
Maturing after one year through five years		2.44	%		100,685		1,205		(1	)		101,889
Maturing after five years through ten years		2.57	%		68,620		1,001		(7	)		69,614
Maturing after ten years		4.88	%		794,825		23,731		(3,630	)		814,926

		4.46	%		965,277		25,955		(3,641	)		987,591

Collateralized debt obligations
Maturing after ten years		8.03	%		8,938		—		(2,985	)		5,953

Residential mortgage-backed securities		2.29	%		1,734,149		22,070		(1,679	)		1,754,540


Total investment securities		3.07	%	$	2,743,897		48,823		(8,305	)		2,784,415


	December 31, 2010
	Weighted			Amortized		Gross Unrealized					Fair
(Dollars in thousands)	Yield			Cost		Gains		Losses			Value

U.S. government and federal agency
Maturing after one year through five years		1.62	%	$	207		4		—			211

U.S. government sponsored enterprises
Maturing after one year through five years		2.38	%		40,715		715		—			41,430
Maturing after five years through ten years		1.94	%		84		—		—			84
Maturing after ten years		0.73	%		4		—		—			4

		2.38	%		40,803		715		—			41,518

State and local governments and other issues
Maturing within one year		4.06	%		1,091		20		(5	)		1,106
Maturing after one year through five years		3.70	%		8,341		214		(10	)		8,545
Maturing after five years through ten years		3.73	%		18,675		379		(56	)		18,998
Maturing after ten years		4.91	%		639,364		5,281		(15,873	)		628,772

		4.86	%		667,471		5,894		(15,944	)		657,421

Collateralized debt obligations
Maturing after ten years		8.03	%		11,178		—		(4,583	)		6,595

Residential mortgage-backed securities		2.23	%		1,675,319		17,569		(2,786	)		1,690,102


Total investment securities		3.00	%	$	2,394,978		24,182		(23,313	)		2,395,847

10

		Included in the residential mortgage-backed securities is $55,611,000 and $68,051,000 as of June 30, 2011 and December 31, 2010, respectively, of non-guaranteed private label whole loan mortgage-backed securities of which none of the underlying collateral is “subprime.”

		Maturities of securities do not reflect repricing opportunities present in adjustable rate securities, nor do they reflect expected shorter maturities based upon early prepayment of principal. Weighted yields are based on the constant yield method taking into account premium amortization and discount accretion. Weighted yields on tax-exempt investment securities exclude the tax effect.

		The cost of each investment sold is determined by specific identification. Gain and loss on sale of investments consists of the following:


	Three Months						Six Months
	ended June 30,						ended June 30,
(Dollars in thousands)	2011			2010			2011			2010

Gross proceeds	$	4,074			23,265			8,208			32,323
Less amortized cost		(4,665	)		(23,023	)		(8,675	)		(31,767	)

Net (loss) gain on sale of investments	$	(591	)		242			(467	)		556


Gross gain on sale of investments	$	39			959			223			1,349
Gross loss on sale of investments		(630	)		(717	)		(690	)		(793	)

Net (loss) gain on sale of investments	$	(591	)		242			(467	)		556

Investments with an unrealized loss position at June 30, 2011 are summarized as follows:


	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Loss			Value		Loss			Value		Loss

State and local governments and other issues	$	129,535		(2,546	)		13,671		(1,095	)		143,206		(3,641	)
Collateralized debt obligations		—		—			5,953		(2,985	)		5,953		(2,985	)
Residential mortgage-backed securities		164,451		(1,289	)		10,930		(390	)		175,381		(1,679	)

Total temporarily impaired securities	$	293,986		(3,835	)		30,554		(4,470	)		324,540		(8,305	)

Investments with an unrealized loss position at December 31, 2010 are summarized as follows:


	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	Value		Loss			Value		Loss			Value		Loss

State and local governments and other issues	$	365,164		(14,680	)		13,122		(1,264	)		378,286		(15,944	)
Collateralized debt obligations		—		—			6,595		(4,583	)		6,595		(4,583	)
Residential mortgage-backed securities		364,925		(1,585	)		19,304		(1,201	)		384,229		(2,786	)

Total temporarily impaired securities	$	730,089		(16,265	)		39,021		(7,048	)		769,110		(23,313	)

The Company assesses individual securities in its investment securities portfolio for impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant. An investment is impaired if the fair value of the security is less than its carrying value at the financial statement date. If impairment is determined to be other-than-temporary, an impairment loss is recognized by reducing the amortized cost for the credit loss portion of the impairment with a corresponding charge to earnings of a like amount.

11

		For fair value estimates provided by third party vendors, management also considered the models and methodology for appropriate consideration of both observable and unobservable inputs, including appropriately adjusted discount rates and credit spreads for securities with limited or inactive markets, and whether the quoted prices reflect orderly transactions. For certain securities, the Company obtained independent estimates of inputs, including cash flows, in supplement to third party vendor provided information. The Company also reviewed financial statements of select issuers, with follow up discussions with issuers’ management for clarification and verification of information relevant to the Company’s impairment analysis.

		In evaluating securities for other-than-temporary impairment losses, management assesses whether the Company intends to sell or if it is more likely-than-not that it will be required to sell impaired securities. In so doing, management considers contractual constraints, liquidity, capital, asset/liability management and securities portfolio objectives. With respect to its impaired securities at June 30, 2011, management determined that it does not intend to sell and that there is no expected requirement to sell any of its impaired securities.

		Based on an analysis of its impaired securities as of June 30, 2011, the Company determined that none of such securities had other-than-temporary impairment.

4)		Loans Receivable, Net

		The following schedules disclose the recorded investment in loans and ALLL on a portfolio class basis:


	Three Months ended June 30, 2011
				Residential			Commercial			Other			Home			Other
(Dollars in thousands)	Total			Real Estate			Real Estate			Commercial			Equity			Consumer
Allowance for loan and lease losses
Balance at beginning of period	$	140,829			17,004			80,098			20,960			14,206			8,561
Provision for loan losses		19,150			1,557			9,430			3,969			294			3,900
Charge-offs		(21,814	)		(1,388	)		(10,691	)		(5,413	)		(971	)		(3,351	)
Recoveries		1,630			239			1,048			99			96			148

Balance at end of period	$	139,795			17,412			79,885			19,615			13,625			9,258


	At or for the Six Months ended June 30, 2011
				Residential			Commercial			Other			Home			Other
(Dollars in thousands)	Total			Real Estate			Real Estate			Commercial			Equity			Consumer
Allowance for loan and lease losses
Balance at beginning of period	$	137,107			20,957			76,147			19,932			13,334			6,737
Provision for loan losses		38,650			(703	)		23,697			6,607			2,415			6,634
Charge-offs		(38,318	)		(3,157	)		(21,319	)		(7,166	)		(2,303	)		(4,373	)
Recoveries		2,356			315			1,360			242			179			260

Balance at end of period	$	139,795			17,412			79,885			19,615			13,625			9,258


Allowance for loan and lease losses
Individually evaluated for impairment	$	13,895			1,606			9,431			1,480			216			1,162
Collectively evaluated for impairment		125,900			15,806			70,454			18,135			13,409			8,096

Total allowance for loan and lease losses	$	139,795			17,412			79,885			19,615			13,625			9,258


Loans receivable
Individually evaluated for impairment	$	208,892			24,963			146,544			23,000			9,129			5,256
Collectively evaluated for impairment		3,392,919			502,845			1,586,828			634,017			451,379			217,850

Total loans receivable	$	3,601,811			527,808			1,733,372			657,017			460,508			223,106

12


	December 31, 2010
			Residential		Commercial		Other		Home		Other
(Dollars in thousands)	Total		Real Estate		Real Estate		Commercial		Equity		Consumer
Allowance for loan and lease losses
Individually evaluated for impairment	$	16,871		2,793		10,184		2,649		504		741
Collectively evaluated for impairment		120,236		18,164		65,963		17,283		12,830		5,996

Total allowance for loan and lease losses	$	137,107		20,957		76,147		19,932		13,334		6,737


Loans receivable
Individually evaluated for impairment	$	225,052		29,480		165,784		21,358		6,138		2,292
Collectively evaluated for impairment		3,524,237		603,397		1,630,719		633,230		476,999		179,892

Total loans receivable	$	3,749,289		632,877		1,796,503		654,588		483,137		182,184

		Substantially all of the Company’s loan receivables are with customers within the Company’s market areas. Although the Company has a diversified loan portfolio, a substantial portion of its customers’ ability to honor their obligations is dependent upon the economic performance in the Company’s market areas. Net deferred fees, premiums, and discounts are included in the loan receivable balances of $4,508,000 and $6,001,000 at June 30, 2011 and December 31, 2010, respectively.

		The following is a summary of activity in the ALLL:


	Three Months ended June 30,						Six Months ended June 30,
(Dollars in thousands)	2011			2010			2011			2010
Balance at beginning of the period	$	140,829			143,600			137,107			142,927
Provision for loan losses		19,150			17,246			38,650			38,156
Charge-offs		(21,814	)		(20,107	)		(38,318	)		(41,584	)
Recoveries		1,630			926			2,356			2,166

Balance at end of the period	$	139,795			141,665			139,795			141,665

The following schedules disclose the impaired loans by portfolio class of loans:


	At or for the Three or Six Months ended June 30, 2011
			Residential		Commercial		Other		Home		Other
(Dollars in thousands)	Total		Real Estate		Real Estate		Commercial		Equity		Consumer
Loans with a specific valuation allowance
Recorded balance	$	52,850		10,326		32,871		5,140		778		3,735
Unpaid principal balance		60,659		10,350		40,049		5,621		863		3,776
Valuation allowance		13,895		1,606		9,431		1,480		216		1,162
Average impaired loans — three months		56,996		7,531		35,989		8,299		1,278		3,899
Average impaired loans — six months		59,720		9,178		38,772		7,498		1,096		3,176

Loans without a specific valuation allowance
Recorded balance	$	156,042		14,637		113,673		17,860		8,351		1,521
Unpaid principal balance		185,783		16,614		132,408		25,178		9,367		2,216
Average impaired loans — three months		156,821		14,478		116,356		16,293		8,231		1,463
Average impaired loans — six months		157,842		15,321		118,053		16,015		7,290		1,163

Totals
Recorded balance	$	208,892		24,963		146,544		23,000		9,129		5,256
Unpaid principal balance		246,442		26,964		172,457		30,799		10,230		5,992
Valuation allowance		13,895		1,606		9,431		1,480		216		1,162
Average impaired loans — three months		213,817		22,009		152,345		24,592		9,509		5,362
Average impaired loans — six months		217,562		24,499		156,825		23,513		8,386		4,339

13


	At or for the Year ended December 31, 2010
			Residential		Commercial		Other		Home		Other
(Dollars in thousands)	Total		Real Estate		Real Estate		Commercial		Equity		Consumer
Loans with a specific valuation allowance
Recorded balance	$	65,170		12,473		44,338		5,898		732		1,729
Unpaid principal balance		73,195		12,970		50,614		6,934		945		1,732
Valuation allowance		16,871		2,793		10,184		2,649		504		741
Average impaired loans		71,192		10,599		51,627		5,773		1,514		1,679

Loans without a specific valuation allowance
Recorded balance	$	159,882		17,007		121,446		15,460		5,406		563
Unpaid principal balance		186,280		20,399		142,141		16,909		6,204		627
Average impaired loans		152,364		18,402		109,136		17,412		5,696		1,718

Totals
Recorded balance	$	225,052		29,480		165,784		21,358		6,138		2,292
Unpaid principal balance		259,475		33,369		192,755		23,843		7,149		2,359
Valuation allowance		16,871		2,793		10,184		2,649		504		741
Average impaired loans		223,556		29,001		160,763		23,185		7,210		3,397

The following is a loan portfolio aging analysis on a portfolio class basis:


	June 30, 2011
			Residential		Commercial		Other		Home		Other
(Dollars in thousands)	Total		Real Estate		Real Estate		Commercial		Equity		Consumer
Accruing loans 30-59 days or more past due	$	30,443		703		18,887		4,510		4,520		1,823
Accruing loans 60-89 days or more past due		10,708		2,968		4,427		1,294		1,283		736
Accruing loans 90 days or more past due		7,177		1,026		2,780		2,689		437		245
Non-accual loans		154,784		14,444		108,833		19,931		8,477		3,099

Total past due and non-accrual loans		203,112		19,141		134,927		28,424		14,717		5,903

Current loans receivable		3,398,699		508,667		1,598,445		628,593		445,791		217,203


Total loans receivable	$	3,601,811		527,808		1,733,372		657,017		460,508		223,106


	December 31, 2010
			Residential		Commercial		Other		Home		Other
(Dollars in thousands)	Total		Real Estate		Real Estate		Commercial		Equity		Consumer
Accruing loans 30-59 days or more past due	$	36,545		13,450		11,399		6,262		3,031		2,403
Accruing loans 60-89 days or more past due		8,952		1,494		4,424		1,053		1,642		339
Accruing loans 90 days or more past due		4,531		506		731		2,320		910		64
Non-accual loans		192,505		23,095		142,334		18,802		5,431		2,843

Total past due and non-accrual loans		242,533		38,545		158,888		28,437		11,014		5,649

Current loans receivable		3,506,756		594,332		1,637,615		626,151		472,123		176,535


Total loans receivable	$	3,749,289		632,877		1,796,503		654,588		483,137		182,184

The Company considers its impaired loans to be the primary credit quality indicator for monitoring the credit quality of the loan portfolio. Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement, and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans 90 days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). Loan impairment is measured in the same manner for each class within the loan portfolio. Interest income recognized on impaired loans for the periods ended June 30, 2011 and December 31, 2010 was not significant.

14

5)		Comprehensive Income

		The Company’s only component of comprehensive income other than net earnings is the unrealized gain or loss, net of tax, on available-for-sale securities.


	Three Months						Six Months
	ended June 30,						ended June 30,
(Dollars in thousands)	2011			2010			2011			2010

Net earnings	$	11,886			13,222			22,171			23,292

Unrealized holding gains arising during the period		36,154			5,635			39,182			15,588
Tax expense		(14,169	)		(2,209	)		(15,355	)		(6,109	)

Net after tax		21,985			3,426			23,827			9,479
Reclassification adjustment for losses (gains) included in net earnings		591			(242	)		467			(556	)
Tax (benefit) expense		(231	)		95			(183	)		218

Net after tax		360			(147	)		284			(338	)

Net unrealized gain on securities		22,345			3,279			24,111			9,141


Total comprehensive income	$	34,231			16,501			46,282			32,433

6)		Earnings Per Share

		Basic earnings per common share is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding stock options were exercised, using the treasury stock method.

		The following schedule contains the data used in the calculation of basic and diluted earnings per share:


	Three Months				Six Months
	ended June 30,				ended June 30,
	2011		2010		2011		2010

Net earnings available to common stockholders, basic and diluted	$	11,886,000		13,222,000		22,171,000		23,292,000

Average outstanding shares — basic		71,915,073		71,913,102		71,915,073		67,363,476
Add: dilutive stock options		—		1,792		—		901

Average outstanding shares — diluted		71,915,073		71,914,894		71,915,073		67,364,377


Basic earnings per share	$	0.17		0.19		0.31		0.35


Diluted earnings per share	$	0.17		0.19		0.31		0.35

There were 1,641,528 and 2,285,661 stock options excluded from the diluted average outstanding share calculation for the six months ended June 30, 2011 and 2010, respectively, due to the option exercise price exceeding the market price.

15

7)		Fair Value of Financial Instruments

		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. 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 the assets or liabilities

The following is a description of the inputs and valuation methodologies used for financial assets measured at fair value on a recurring basis. There have been no significant changes in the valuation techniques during the period ended June 30, 2011.

Investment securities: fair value for available-for-sale securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections, and cash flows. For those securities where greater reliance on unobservable inputs occurs, such securities are classified as Level 3 within the hierarchy.

The following schedules disclose the major classes of assets measured at fair value on a recurring basis at June 30, 2011 and December 31, 2010.


	Assets/		Quoted Prices		Significant
	Liabilities		in Active Markets		Other		Significant
	Measured at		for Identical		Observable		Unobservable
	Fair Value		Assets		Inputs		Inputs
(Dollars in thousands)	6/30/11		(Level 1)		(Level 2)		(Level 3)
Financial assets
U.S. government and federal agency	$	210		—		210		—
U.S. government sponsored enterprises		36,121		—		36,121		—
State and local governments and other issues		987,591		—		987,591		—
Collateralized debt obligations		5,953		—		—		5,953
Residential mortgage-backed securities		1,754,540		—		1,754,341		199

Total financial assets	$	2,784,415		—		2,778,263		6,152

16


	Assets/		Quoted Prices		Significant
	Liabilities		in Active Markets		Other		Significant
	Measured at		for Identical		Observable		Unobservable
	Fair Value		Assets		Inputs		Inputs
(Dollars in thousands)	12/31/10		(Level 1)		(Level 2)		(Level 3)
Financial assets
U.S. government and federal agency	$	211		—		211		—
U.S. government sponsored enterprises		41,518		—		41,518		—
State and local governments and other issues		657,421		—		657,421		—
Collateralized debt obligations		6,595		—		—		6,595
Residential mortgage-backed securities		1,690,102		—		1,689,946		156

Total financial assets	$	2,395,847		—		2,389,096		6,751

The following schedules reconcile the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six month period ended June 30, 2011 and the year ended December 31, 2010.


	Significant Unobservable Inputs (Level 3)
				Collateralized			Residential
				Debt			Mortgage-backed
(Dollars in thousands)	Total			Obligations			Securities
Balance as of December 31, 2010	$	6,751			6,595			156
Total unrealized gains included in other comprehensive income		1,641			1,598			43
Amortization, accretion and principal payments		(2,240	)		(2,240	)		—

Balance as of June 30, 2011	$	6,152			5,953			199


	Significant Unobservable Inputs (Level 3)
				State and Local			Collateralized			Residential
				Governments and			Debt			Mortgage-backed
(Dollars in thousands)	Total			Other Issues			Obligations			Securities
Balance as of December 31, 2009	$	9,988			2,088			6,789			1,111
Total unrealized gains included in other comprehensive income		3,381			—			3,276			105
Amortization, accretion and principal payments		(1,510	)		—			(1,510	)		—
Sales, maturities and calls		(3,020	)		—			(1,960	)		(1,060	)
Transfers out of Level 3		(2,088	)		(2,088	)		—			—

Balance as of December 31, 2010	$	6,751			—			6,595			156

The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis. There have been no significant changes in the valuation techniques during the six months ended June 30, 2011.

Other real estate owned: other real estate owned is carried at the lower of fair value at acquisition date or estimated fair value, less estimated cost to sell. Estimated fair value of other real estate owned is based on appraisals or evaluations. Other real estate owned is classified within Level 3 of the fair value hierarchy.

17

Collateral-dependent impaired loans, net of ALLL: loans included in the Company’s financials for which it is probable that the Company will not collect all principal and interest due according to contractual terms are considered impaired. Estimated fair value of collateral-dependent impaired loans is based on the fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

In determining fair values of other real estate owned and the collateral-dependent impaired loan, the Company considers the appraisal or evaluation as the starting point for determining fair value and the Company also considers other factors and events in the environment that may affect the fair value.

The following schedules disclose the major classes of assets with a recorded change during the period in the condensed consolidated financial statements resulting from re-measuring the assets at fair value on a non-recurring basis at June 30, 2011 and December 31, 2010.

Assets/

Quoted Prices

Significant

Liabilities

in Active Markets

Other

Significant

Measured at

for Identical

Observable

Unobservable

Fair Value

Assets

Inputs

(Dollars in thousands)

6/30/11

(Level 1)

(Level 2)

(Level 3)

Financial assets

Other real estate owned

$

13,378

—

13,378

Collateral-dependent impaired loans, net of allowance for loan and lease losses

37,959

—

37,959

Total financial assets

$

51,337

—

51,337

Assets/

Quoted Prices

Significant

Liabilities

in Active Markets

Other

Significant

Measured at

for Identical

Observable

Unobservable

Fair Value

Assets

Inputs

(Dollars in thousands)

12/31/10

(Level 1)

(Level 2)

(Level 3)

Financial assets

Other real estate owned

$

17,492

—

17,492

Collateral-dependent impaired loans, net of allowance for loan and lease losses

47,283

—

47,283

Total financial assets

$

64,775

—

64,775

The following is a description of the methods used to estimate the fair value of all other financial instruments recognized at amounts other than fair value.

		Financial Assets

		The estimated fair value of cash and cash equivalents and accrued interest receivable is the book value of such financial assets.

Non-marketable equity securities: fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities.

Loans held for sale: fair value is estimated at book value due to the insignificant time between origination date and sale date.

Loans receivable, net of ALLL: fair value for loans, net of ALLL, is estimated by discounting the future cash flows using the rates at which similar notes would be written for the same remaining maturities.

18

Financial Liabilities

The estimated fair value of accrued interest payable is the book value of such financial liabilities.

Deposits: fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The estimated fair value of demand, NOW, savings, and money market deposits is the book value since rates are regularly adjusted to market rates.

Advances from FHLB: fair value of advances is estimated based on borrowing rates currently available to the Company for advances with similar terms and maturities.

Securities sold under agreements to repurchase (“repurchase agreements”), federal funds purchased and other borrowed funds: fair value of term repurchase agreements and other term borrowings is estimated based on current repurchase rates and borrowing rates currently available to the Company for repurchases and borrowings with similar terms and maturities. The estimated fair value for overnight repurchase agreements and other borrowings is book value.

Subordinated debentures: fair value of the subordinated debt is estimated by discounting the estimated future cash flows using current estimated market rates for subordinated debt issuances with similar characteristics.

Off-balance sheet financial instruments: commitments to extend credit and letters of credit represent the principal categories of off-balance sheet financial instruments. Rates for these commitments are set at time of loan closing, such that no adjustment is necessary to reflect these commitments at market value. The Company has immaterial off-balance sheet financial instruments.

The following presents the carrying amounts and estimated fair values of the Company’s financial instruments:


	June 30, 2011				December 31, 2010
(Dollars in thousands)	Amount		Fair Value		Amount		Fair Value
Financial assets
Cash and cash equivalents	$	129,041		129,041		105,091		105,091
Investment securities, available-for-sale		2,784,415		2,784,415		2,395,847		2,395,847
Loans held for sale		35,440		35,440		76,213		76,213
Loans receivable, net of allowance for loan and lease losses		3,462,016		3,514,290		3,612,182		3,631,716
Accrued interest receivable		35,229		35,229		30,246		30,246
Non-marketable equity securities		50,762		50,762		65,040		65,040

Total financial assets	$	6,496,903		6,549,177		6,284,619		6,304,153


Financial liabilities
Deposits	$	4,704,799		4,714,635		4,521,902		4,533,974
FHLB advances		925,061		938,708		965,141		974,853
Repurchase agreements, federal funds purchased and other borrowed funds		314,102		314,104		269,408		269,414
Accrued interest payable		6,261		6,261		7,245		7,245
Subordinated debentures		125,203		69,529		125,132		70,404

Total financial liabilities	$	6,075,426		6,043,237		5,888,828		5,855,890

19

8)		Operating Segment Information

		Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance. The Company defines operating segments and evaluates segment performance internally based on individual bank charters, with the exception of GORE. If required, VIEs are consolidated into the operating segment which holds the direct investment in the VIE.

		The accounting policies of the individual operating segments are the same as those of the Company. Transactions between operating segments are conducted at fair value, resulting in profits that are eliminated for reporting consolidated results of operations. Intersegment revenues primarily represents interest income on intercompany borrowings, management fees, and data processing fees received by individual banks or the Parent. Intersegment revenues, expenses and assets are eliminated in order to report results in accordance with accounting principles generally accepted in the United States of America. Expenses for centrally provided services are allocated based on the estimated usage of those services.

		The following schedules provide selected financial data for the Company’s operating segments:


	At or for the Three Months ended June 30, 2011
				Mountain			First															First Bank-
(Dollars in thousands)	Glacier			West			Security			Western			1st Bank			Valley			Big Sky			WY

External revenues	$	17,936			17,682			13,510			8,851			8,089			5,471			4,753			3,850
Intersegment revenues		74			97			19			24			9			67			4			29
Expenses		(16,198	)		(19,764	)		(10,059	)		(6,356	)		(6,119	)		(3,751	)		(3,740	)		(2,980	)

Net earnings (loss)	$	1,812			(1,985	)		3,470			2,519			1,979			1,787			1,017			899

Total assets	$	1,379,298			1,152,583			1,082,737			778,081			756,704			411,619			373,530			373,014


				First Bank-			San
	Citizens			MT			Juans			GORE			Parent			Eliminations			Consolidated
External revenues	$	3,704			2,544			2,610			219			194			—			89,413
Intersegment revenues		12			39			42			—			16,473			(16,889	)		—
Expenses		(2,980	)		(1,639	)		(2,393	)		(801	)		(4,806	)		4,059			(77,527	)

Net earnings (loss)	$	736			944			259			(582	)		11,861			(12,830	)		11,886

Total assets	$	317,280			243,141			226,032			20,318			1,009,907			(1,145,924	)		6,978,320


	At or for the Three Months ended June 30, 2010
				Mountain			First															First Bank-
(Dollars in thousands)	Glacier			West			Security			Western			1st Bank			Valley			Big Sky			WY
External revenues	$	18,969			22,183			13,097			8,811			7,753			5,798			5,099			3,659
Intersegment revenues		48			19			20			123			30			40			1			14
Expenses		(16,407	)		(21,759	)		(10,057	)		(6,686	)		(6,919	)		(3,921	)		(4,397	)		(3,180	)


Net earnings (loss)	$	2,610			443			3,060			2,248			864			1,917			703			493

Total assets	$	1,320,555			1,200,382			932,179			610,208			644,877			368,321			366,439			295,164


				First Bank-			San
	Citizens			MT			Juans			GORE			Parent			Eliminations			Consolidated
External revenues	$	4,608			2,472			2,688			43			56			—			95,236
Intersegment revenues		28			32			24			—			17,885			(18,264	)		—
Expenses		(3,842	)		(1,705	)		(2,135	)		(268	)		(4,719	)		3,981			(82,014	)

Net earnings (loss)	$	794			799			577			(225	)		13,222			(14,283	)		13,222

Total assets	$	271,190			193,806			204,815			19,856			985,895			(1,118,851	)		6,294,836

20


	At or for the Six Months ended June 30, 2011
				Mountain			First															First Bank-
(Dollars in thousands)	Glacier			West			Security			Western			1st Bank			Valley			Big Sky			WY

External revenues	$	35,270			35,151			26,167			17,045			15,702			10,440			9,494			7,111
Intersegment revenues		140			239			39			79			12			126			7			64
Expenses		(31,239	)		(38,273	)		(20,773	)		(12,661	)		(12,634	)		(7,244	)		(7,522	)		(5,733	)

Net earnings (loss)	$	4,171			(2,883	)		5,433			4,463			3,080			3,322			1,979			1,442

Total assets	$	1,379,298			1,152,583			1,082,737			778,081			756,704			411,619			373,530			373,014


				First Bank-			San												Total
	Citizens			MT			Juans			GORE			Parent			Eliminations			Consolidated
External revenues	$	7,860			4,858			5,239			249			595			—			175,181
Intersegment revenues		30			74			86			—			31,159			(32,055	)		—
Expenses		(6,563	)		(3,120	)		(4,603	)		(1,125	)		(9,668	)		8,148			(153,010	)

Net earnings (loss)	$	1,327			1,812			722			(876	)		22,086			(23,907	)		22,171

Total assets	$	317,280			243,141			226,032			20,318			1,009,907			(1,145,924	)		6,978,320


	At or for the Six Months ended June 30, 2010
				Mountain			First															First Bank-
(Dollars in thousands)	Glacier			West			Security			Western			1st Bank			Valley			Big Sky			WY

External revenues	$	37,704			41,133			25,653			16,939			15,729			10,890			9,935			7,699
Intersegment revenues		96			38			38			255			121			76			1			22
Expenses		(34,142	)		(40,243	)		(20,217	)		(13,003	)		(13,420	)		(7,552	)		(8,901	)		(6,856	)

Net earnings (loss)	$	3,658			928			5,474			4,191			2,430			3,414			1,035			865

Total assets	$	1,320,555			1,200,382			932,179			610,208			644,877			368,321			366,439			295,164


				First Bank-			San												Total
	Citizens			MT			Juans			GORE			Parent			Eliminations			Consolidated
External revenues	$	8,756			4,892			5,325			43			119			—			184,817
Intersegment revenues		28			82			24			—			32,521			(33,302	)		—
Expenses		(7,412	)		(3,396	)		(4,596	)		(268	)		(9,348	)		7,829			(161,525	)

Net earnings (loss)	$	1,372			1,578			753			(225	)		23,292			(25,473	)		23,292

Total assets	$	271,190			193,806			204,815			19,856			985,895			(1,118,851	)		6,294,836

9)		Impact of Recent Authoritative Accounting Guidance

		The Accounting Standards Codification is FASB’s officially recognized source of authoritative U.S. generally accepted accounting principles (“GAAP”) applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative.

In June 2011, FASB issued an amendment to FASB ASC Topic 220, Comprehensive Income. The amendments in this Update provide an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. The amendments are effective retrospectively during interim and annual periods beginning after December 15, 2011. The Company is currently evaluating the impact of the adoption of this amendment, but does not expect it to have a material effect on the Company’s financial position or results of operations.

21

In May 2011, FASB issued an amendment to FASB ASC Topic 820, Fair Value Measurement. The amendments in this Update were to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments are effective prospectively during interim and annual periods beginning after December 15, 2011. The Company is currently evaluating the impact of the adoption of this amendment, but does not expect it to have a material effect on the Company’s financial position or results of operations.

In April 2011, FASB issued an amendment to FASB ASC Topic 310, Receivables. The amendments in this Update provide additional guidance or clarification regarding a creditor’s determination of whether a restructuring is a troubled debt restructuring. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist 1) the restructuring constitutes a concession 2) the debtor is experiencing financial difficulties. The amendment provides further guidance as to when the creditor has granted a concession and the debtor is experiencing financial difficulties. The amendments in this Update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. An entity should disclose the information relating to troubled debt restructurings which was deferred in January 2011 by Accounting Standards Update No. 2011-01, Topic 310, Receivables (Topic 310), for interim and annual periods beginning on or after June 15, 2011. The Company is currently evaluating the impact of the adoption of this amendment, but does not expect it to have a material effect on the Company’s financial position or results of operations.

In December 2010, FASB issued an amendment to FASB ASC Topic 805, Business Combinations. The amendments in this Update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company has evaluated the impact of the adoption of this amendment and determined there was not a material effect on the Company’s financial position or results of operations.

In December 2010, FASB issued an amendment to FASB ASC Topic 350, Intangibles — Goodwill and Other. The amendments in this Update affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this Update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company has evaluated the impact of the adoption of this amendment and determined there was not a material effect on the Company’s financial position or results of operations.

22

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations in the forward-looking statements, including those set forth in this Form 10-Q:

	•		the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio, including as a result of declines in the housing and real estate markets in its geographic areas;

	•		increased loan delinquency rates;

	•		the risks presented by a continued economic downturn, which could adversely affect credit quality, loan collateral values, other real estate owned values, investment values, liquidity and capital levels, dividends and loan originations;

	•		changes in market interest rates, which could adversely affect the Company’s net interest income and profitability;

	•		legislative or regulatory changes that adversely affect the Company’s business, ability to complete pending or prospective future acquisitions, limit certain sources of revenue, or increase cost of operations;

	•		costs or difficulties related to the integration of acquisitions;

	•		the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings and capital;

	•		reduced demand for banking products and services;

	•		the risks presented by public stock market volatility, which could adversely affect the market price of our common stock and our ability to raise additional capital in the future;

	•		competition from other financial services companies in our markets;

	•		loss of services from the senior management team; and

	•		the Company’s success in managing risks involved in the foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Risk Factors in Item 1A. Please take into account that forward-looking statements speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to publicly correct or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement.

23

Financial Condition Analysis

Assets

The following table summarizes the asset balances as of the dates indicated, and the amount of change from December 31, 2010 and June 30, 2010:


										$ Change from			$ Change from
	June 30,			December 31,			June 30,			December 31,			June 30,
(Unaudited — Dollars in thousands)	2011			2010			2010			2010			2010

Cash on hand and in banks	$	94,890			71,465			95,603			23,425			(713	)
Investment securities, interest bearing cash deposits and federal funds sold		2,818,566			2,429,473			1,751,188			389,093			1,067,378
Loans receivable
Residential real estate		527,808			632,877			691,079			(105,069	)		(163,271	)
Commercial		2,390,388			2,451,091			2,570,140			(60,703	)		(179,752	)
Consumer and other		683,615			665,321			697,743			18,294			(14,128	)

Loans receivable, gross		3,601,811			3,749,289			3,958,962			(147,478	)		(357,151	)
Allowance for loan and lease losses		(139,795	)		(137,107	)		(141,665	)		(2,688	)		1,870

Loans receivable, net		3,462,016			3,612,182			3,817,297			(150,166	)		(355,281	)

Other assets		602,848			646,167			630,748			(43,319	)		(27,900	)

Total assets	$	6,978,320			6,759,287			6,294,836			219,033			683,484

Total assets at June 30, 2011 were $6.978 billion, which was $219 million, or 3 percent, greater than total assets of $6.759 billion at December 31, 2010 and $683 million, or 11 percent, greater than total assets of $6.295 billion at June 30, 2010.

Investment securities, including interest bearing deposits and federal funds sold, increased $90 million, or 3 percent, from March 31, 2011 and increased $1.067 billion, or 61 percent, from June 30, 2010. Since the second half of 2009, the Company has purchased investment securities with short weighted-average-lives to offset the lack of loan growth and leverage the balance sheet to create incremental yield without taking long-term interest rate risk. During the second quarter of 2011, the Company slowed its investment security purchases. Excluding the increase in interest bearing cash deposits and unrealized gain on investment securities, the growth in the investment securities portfolio nearly matched the decrease in the loan portfolio. Investment securities represent 40 percent of total assets at June 30, 2011 versus 39 percent of total assets at March 31, 2011, 36 percent at December 31, 2010 and 28 percent at June 30, 2010. The asset mix may continue to shift to investment securities, but at a slower pace as the Company purchases investment securities to match potential loan declines.

At June 30, 2011, gross loans were $3.602 billion, a decrease of $147 million, or 4 percent, from the gross loans of $3.749 billion at December 31, 2010. Excluding net charge-offs of $36.0 million and loans transferred to other real estate of $49.6 million, loans decreased $61.9 million, or 2 percent, from December 31, 2010. During the past twelve months, the loan portfolio decreased $357 million, or 9 percent, over loans receivable of $3.959 billion at June 30, 2010. The largest decrease in dollars was in commercial loans which decreased $180 million, or 7 percent, from June 30, 2010. The largest decrease in percentage was in real estate loans which decreased $163 million, or 24 percent, from June 30, 2010. The continued downturn in the economy and resulting lack of loan demand were the primary reasons for the loan decreases. A positive movement during the second quarter of 2011 was the slowing of the loan balance decline which was $45.2 million, or 5 percent annualized, for the quarter and the smallest decrease since the first quarter of 2010. Excluding net charge-offs of $20.2 million and loans transferred to other real estate of $32.3 million, loans increased $7.3 million.

24

Liabilities

The following table summarizes the liability balances as of the dates indicated, and the amount of change from December 31, 2010 and June 30, 2010:


							$ Change from			$ Change from
	June 30,		December 31,		June 30,		December 31,			June 30,
(Unaudited — Dollars in thousands)	2011		2010		2010		2010			2010
Non-interest bearing deposits	$	916,887		855,829		852,121		61,058			64,766
Interest bearing deposits		3,787,912		3,666,073		3,657,995		121,839			129,917
FHLB advances		925,061		965,141		529,982		(40,080	)		395,079
Repurchase agreements, federal funds purchased and other borrowed funds		314,102		269,408		234,460		44,694			79,642
Other liabilities		44,383		39,500		49,470		4,883			(5,087	)
Subordinated debentures		125,203		125,132		125,060		71			143

Total liabilities	$	6,113,548		5,921,083		5,449,088		192,465			664,460

As of June 30, 2011, non-interest bearing deposits of $917 million increased $61 million, or 7 percent, since December 31, 2010 and increased $65 million, or 8 percent, since June 30, 2010. During the second quarter of 2011, deposits increased $28.6 million, or 13 percent on an annualized basis. The increase in non-interest bearing deposits from the prior year end and a year ago was driven by the continued growth in the number of personal and business customers, as well as existing customers retaining cash deposits because of the uncertainty in the current economic environment and for liquidity purposes. Interest bearing deposits of $3.788 billion at June 30, 2011 included $232 million of reciprocal deposits (e.g., Certificate of Deposit Account Registry System deposits). Interest bearing deposits increased $122 million, or 3 percent, from the prior year end and included a $113 million increase in wholesale deposits including reciprocal deposits.

To fund the investment security growth, the Company’s level of borrowings has increased as needed to supplement the growth in deposits. Federal Home Loan Bank advances decreased $40 million, or 4 percent, from December 31, 2010; however, advances increased $395 million, or 75 percent, from June 30, 2010. Repurchase agreements and other borrowed funds were $314 million at June 30, 2011, an increase of $44.7 million, or 17 percent, from December 31, 2010 and an increase of $79.6 million, or 34 percent, from June 30, 2010.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated, and the amount of change from December 31, 2010 and June 30, 2010:


										$ Change from			$ Change from
	June 30,			December 31,			June 30,			December 31,			June 30,
Unaudited — Dollars in thousands, except per share data)	2011			2010			2010			2010			2010
Common equity	$	840,133			837,676			836,955			2,457			3,178
Accumulated other comprehensive income		24,639			528			8,793			24,111			15,846

Total stockholders’ equity		864,772			838,204			845,748			26,568			19,024
Goodwill and core deposit intangible, net		(155,699	)		(157,016	)		(158,575	)		1,317			2,876

Tangible stockholders’ equity	$	709,073			681,188			687,173			27,885			21,900

Stockholders’ equity to total assets		12.39	%		12.40	%		13.44	%
Tangible stockholders’ equity to total tangible assets		10.39	%		10.32	%		11.20	%
Book value per common share	$	12.02			11.66			11.76			0.36			0.26
Tangible book value per common share	$	9.86			9.47			9.56			0.39			0.30
Market price per share at end of period	$	13.48			15.11			14.67			(1.63	)		(1.19	)

25

Total stockholders’ equity and book value per share increased $26.6 million and $0.36 per share from the prior year end and $19.0 million and $0.26 per share from a year ago, respectively. The increases came primarily from accumulated other comprehensive income representing net unrealized gains or losses (net of tax) on the investment securities portfolio. Tangible stockholders’ equity increased $21.9 million, or $0.30 per share since June 30, 2010 resulting in tangible stockholders’ equity to tangible assets of 10.39 percent and tangible book value per share of $9.86 as of June 30, 2011.

On June 29, 2011, the Company’s Board of Directors declared a cash dividend of $0.13 per share, payable July 21, 2011 to shareholders of record on July 12, 2011. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality and general economic conditions.

Results of Operations — The Three Months ended June 30, 2011
Compared to the Three Months ended March 31, 2011 and June 30, 2010

Performance Summary


	Three Months ended
(Unaudited — Dollars in thousands,	June 30,			March 31,			June 30,
except per share data)	2011			2011			2010
Net earnings	$	11,886			10,285			13,222
Diluted earnings per share	$	0.17			0.14			0.19
Return on average assets (annualized)		0.69	%		0.62	%		0.85	%
Return on average equity (annualized)		5.54	%		4.95	%		6.25	%

The Company reported net earnings of $11.9 million for the second quarter of 2011, a decrease of $1.3 million, or 10 percent, from the $13.2 million for the second quarter of 2010. The diluted earnings per share of $0.17 for the current quarter represented an 11 percent decrease from the diluted earnings per share of $0.19 for the same quarter of 2010. Included in the current quarter earnings per share was a $360 thousand loss from the sale of investment securities. The prior year second quarter earnings per share included $0.02 attributable to the $1.1 million non-recurring gain from the sale of Mountain West’s merchant card servicing portfolio and the $147 thousand gain from the sale of investment securities. Annualized return on average assets and return on average equity for the current quarter were 0.69 percent and 5.54 percent, respectively, which compares with the prior year second quarter annualized returns of 0.85 percent and 6.25 percent, respectively.

During the second quarter of 2011, nine bank subsidiaries redeemed their membership stock in their respective Federal Reserve Bank. As of June 30, 2011, the FDIC is the primary regulator for each of the eleven bank subsidiaries. This consistency should streamline the Company’s regulatory process and achieve efficiencies throughout the bank subsidiaries.

26

Revenue Summary

The following tables summarize revenue for the periods indicated, including the amount and percentage change from March 31, 2011 and June 30, 2010:


	Three Months ended
	June 30,			March 31,			June 30,
(Unaudited — Dollars in thousands)	2011			2011			2010
Net interest income
Interest income	$	71,562			68,373			73,818
Interest expense		11,331			11,669			13,749

Total net interest income		60,231			56,704			60,069
Non-interest income
Service charges, loan fees, and other fees		12,258			11,185			11,900
Gain on sale of loans		4,291			4,694			6,133
(Loss) gain on sale of investments		(591	)		124			242
Other income		1,893			1,392			3,143

Total non-interest income		17,851			17,395			21,418

	$	78,082			74,099			81,487

Net interest margin (tax-equivalent)		4.01	%		3.91	%		4.35	%


	$ Change from			$ Change from			% Change from			% Change from
	March 31,			June 30,			March 31,			June 30,
(Unaudited — Dollars in thousands)	2011			2010			2011			2010
Net interest income
Interest income	$	3,189		$	(2,256	)		5	%		-3	%
Interest expense		(338	)		(2,418	)		-3	%		-18	%

Total net interest income		3,527			162			6	%		0	%
Non-interest income
Service charges, loan fees, and other fees		1,073			358			10	%		3	%
Gain on sale of loans		(403	)		(1,842	)		-9	%		-30	%
(Loss) gain on sale of investments		(715	)		(833	)		-577	%		-344	%
Other income		501			(1,250	)		36	%		-40	%

Total non-interest income		456			(3,567	)		3	%		-17	%

	$	3,983		$	(3,405	)		5	%		-4	%

Net Interest Income

The current quarter net interest income of $60.2 million increased $3.5 million from the prior quarter primarily the result of an increase in interest income. Net interest income for the current quarter increased by $162 thousand from the same quarter last year with the reduction in interest expense about the same as the reduction in interest income. The current quarter net interest margin as a percentage of earning assets, on a tax-equivalent basis, of 4.01 percent was an increase of 10 basis points from the prior quarter and a decrease of 34 basis points from the second quarter of 2010. The current quarter net interest margin figure included a 3 basis points reduction from the reversal of interest on non-accrual loans.

27

The current quarter interest income included $7.1 million of premium amortization (net of discount accretion) on Collateralized Mortgage Obligations (“CMO”), such amount a decrease of $2.6 million over the prior quarter premium amortization and an increase of $4.1 million over the prior year second quarter premium amortization. The reduction in premium amortization during the current quarter is the primary reason for the increase in interest income. The premium amortization in the current quarter accounted for a 44 basis point reduction to the net interest margin compared to a 20 basis point reduction to the net interest margin for the prior year second quarter. The decrease in interest income from the prior year second quarter resulted from the increase in premium amortization (as interest rates declined) coupled with the reduction in loan balances, the combination of which put further pressure on earning assets. Interest income continues to reflect the Company’s purchase of a significant amount of investment securities over the course of several quarters at lower yields than the loans they replaced. Interest expense decreased in the current quarter as the Company’s bank subsidiaries continued to aggressively manage their cost of funds, most notably deposits. The funding cost for the current quarter was 89 basis points compared to 96 basis points for the prior quarter and 121 basis points for the prior year second quarter.

Non-interest Income

Non-interest income for the current quarter totaled $17.9 million, an increase of $456 thousand over the prior quarter and a decrease of $3.6 million over the same quarter last year. Service charge fee income of $12.3 million increased $1.1 million, or 10 percent, during the quarter primarily from miscellaneous deposit fees which increased as the number of deposit accounts increased. Gain on sale of loans decreased $403 thousand, or 9 percent, over the prior quarter and decreased $1.8 million, or 30 percent, over the same quarter last year. Although the purchase volume of residential loans has stabilized, there has been a significant slowdown in refinance activity which has contributed to the decrease in gain on sale of loans. Loss on the sale of investment securities was $591 thousand for the current quarter compared to a gain of $124 thousand on the sale of investment securities in the prior quarter and a gain of $242 thousand in the prior year second quarter. Other income of $1.9 million for the current quarter was an increase of $501 thousand from the prior quarter, such increase including $697 thousand from the other real estate owned operating revenue and gain on sale of other real estate owned. Other income decreased $1.3 million from the prior year second quarter, mainly due to the $1.8 million gain ($1.1 million after-tax) on the sale of Mountain West’s merchant card servicing portfolio.

28

Non-interest Expense

The following tables summarize non-interest expense for the periods indicated, including the amount and percentage change from March 31, 2011 and June 30, 2010:


	Three Months ended
	June 30,		March 31,		June 30,
(Unaudited — Dollars in thousands)	2011		2011		2010
Compensation, employee benefits and related expense	$	21,170		21,603		21,652
Occupancy and equipment expense		5,728		5,954		5,988
Advertising and promotions		1,635		1,484		1,644
Outsourced data processing expense		791		773		761
Core deposit intangibles amortization		590		727		801
Other real estate owned expense		5,062		2,099		7,373
Federal Deposit Insurance Corporation premiums		2,197		2,324		2,165
Other expense		9,047		7,512		7,852

Total non-interest expense	$	46,220		42,476		48,236


	$ Change from			$ Change from			% Change from			% Change from
	March 31,			June 30,			March 31,			June 30,
(Unaudited — Dollars in thousands)	2011			2010			2011			2010
Compensation, employee benefits and related expense	$	(433	)	$	(482	)		-2	%		-2	%
Occupancy and equipment expense		(226	)		(260	)		-4	%		-4	%
Advertising and promotions		151			(9	)		10	%		-1	%
Outsourced data processing expense		18			30			2	%		4	%
Core deposit intangibles amortization		(137	)		(211	)		-19	%		-26	%
Other real estate owned expense		2,963			(2,311	)		141	%		-31	%
Federal Deposit Insurance Corporation premiums		(127	)		32			-5	%		1	%
Other expense		1,535			1,195			20	%		15	%

Total non-interest expense	$	3,744		$	(2,016	)		9	%		-4	%

Non-interest expense of $46.2 million for the quarter increased by $3.7 million, or 9 percent, from the prior quarter. However, there was a $2.0 million decrease, or 4 percent, from the prior year second quarter. Other real estate owned expense increased $3.0 million, or 141 percent, from the prior quarter and decreased $2.3 million, or 31 percent, from the prior year second quarter. The current quarter other real estate owned expense of $5.1 million included $1.8 million of operating expense, $1.6 million of fair value write-downs, and $1.7 million of loss on sale of other real estate owned. Operating expenses relating to other real estate owned included general administrative expenses such as maintenance costs, property taxes, insurance expense, and were higher in the current quarter compared to the prior quarter as a result of seasonal fluctuations.

Excluding other real estate owned expense, the Company and its bank subsidiaries continue to effectively manage and reduce other operating expenses. Compensation and employee benefits decreased by $433 thousand, or 2 percent, from the prior quarter and decreased $482 thousand, or 2 percent, from the prior year second quarter. Occupancy and equipment expense decreased $226 thousand, or 4 percent, from the prior quarter and decreased $260 thousand, or 4 percent, from the same quarter last year. Other expense, a good deal of which was out of the Banks’ control, increased $1.5 million, or 20 percent, from the prior quarter and increased $1.2 million, or 15 percent, from the same quarter last year. Such increases were in several categories including debit card expense, legal expense, and expense associated with new market tax credit investments.

29

Efficiency Ratio

The efficiency ratio for the current quarter was 50 percent compared to 49 percent for the prior year second quarter. The higher efficiency ratio was primarily the result of a decrease in gains on sale of loans as the refinance activity continued to slow.

Provision for Loan Losses


								Accruing
								Loans 30-89			Non-Performing
	Provision				ALLL			Days Past Due			Assets to
(Unaudited —	for Loan		Net		as a Percent			as a Percent of			Total Subsidiary
Dollars in thousands)	Losses		Charge-Offs		of Loans			Loans			Assets
Q2 2011	$	19,150		20,184		3.88	%		1.14	%		3.68	%
Q1 2011		19,500		15,778		3.86	%		1.44	%		3.78	%
Q4 2010		27,375		24,525		3.66	%		1.21	%		3.91	%
Q3 2010		19,162		26,570		3.47	%		1.06	%		4.03	%
Q2 2010		17,246		19,181		3.58	%		0.92	%		4.01	%
Q1 2010		20,910		20,237		3.58	%		1.53	%		4.19	%
Q4 2009		36,713		19,116		3.52	%		2.15	%		4.13	%
Q3 2009		47,050		19,094		3.14	%		1.09	%		4.10	%

The current quarter provision for loan loss expense was $19.2 million, a decrease of $350 thousand from the prior quarter and an increase of $1.9 million from the second quarter in 2010. Net charged-off loans for the current quarter were $20.2 million compared to $15.8 million for the prior quarter and $19.2 million for the second quarter in 2010.

The determination of the allowance for loan and lease losses (“ALLL” or “allowance”) and the related provision for loan losses is a critical accounting estimate that involves management’s judgments about current environmental factors which affect loan losses, such factors including economic conditions, changes in collateral values, net charge-offs, and other factors discussed in “Additional Management’s Discussion and Analysis” — Allowance for Loan and Lease Losses.

Results of Operations — The Six Months ended June 30, 2011
Compared to the Six Months ended June 30, 2010

Performance Summary


	Six Months ended
(Unaudited — Dollars in thousands,	June 30,			June 30,
except per share data)	2011			2010

Net earnings	$	22,171			23,292
Diluted earnings per share	$	0.31			0.35
Return on average assets (annualized)		0.66	%		0.76	%
Return on average equity (annualized)		5.25	%		6.02	%

Net earnings for the six months ended June 30, 2011 were $22.2 million, which was a decrease of $1.1 million, or 5 percent, over the prior year first six months. Diluted earnings per share of $0.31 was a decrease of 11 percent over $0.35 earned in the first half of 2010.

30

Revenue Summary

The following table summarizes revenue for the periods indicated, including the amount and percentage change from June 30, 2010:


	Six Months ended
	June 30,			June 30,
(Unaudited — Dollars in thousands)	2011			2010			$ Change			% Change
Net interest income
Interest income	$	139,935		$	147,216		$	(7,281	)		-5	%
Interest expense		23,000			27,633			(4,633	)		-17	%

Total net interest income		116,935			119,583			(2,648	)		-2	%

Non-interest income
Service charges, loan fees, and other fees		23,443			22,546			897			4	%
Gain on sale of loans		8,985			10,024			(1,039	)		-10	%
(Loss) gain on sale of investments		(467	)		556			(1,023	)		-184	%
Other income		3,285			4,475			(1,190	)		-27	%

Total non-interest income		35,246			37,601			(2,355	)		-6	%


	$	152,181		$	157,184		$	(5,003	)		-3	%


Net interest margin (tax-equivalent)		3.96	%		4.39	%

Net Interest Income

Net interest income for the six month period decreased $2.6 million, or 2 percent, over the same period last year as total interest income decreased $7.3 million, or 5 percent, while total interest expense decreased $4.6 million, or 17 percent. The decrease in interest income from the prior year six month period resulted from an increase of $11.7 million in premium amortization on CMOs, which was partially offset by the increased volume of earning assets. The decrease in interest expense of $4.6 million, or 17 percent, was primarily attributable to the rate decreases on interest bearing deposits and lower cost borrowings. The net interest margin as a percentage of earning assets, on a tax equivalent basis, decreased 43 basis points from 4.39 percent for the first half of 2010 to 3.96 percent for the first half of 2011, such decrease attributable to a lower yield and volume of loans coupled with an increase in lower yielding investment securities.

Non-interest Income

Non-interest income of $35.2 million for the first half of 2011 decreased $2.4 million over the same period in 2010. Fee income increased $897 thousand, or 4 percent, compared to the prior year same period, such increase primarily the result of an increase of $1.6 million in debit card income. Gain on sale of loans decreased $1.0 million, or 10 percent, from the first half of 2010 due to a significant reduction in refinance activity. Other income decreased $1.2 million over the same period in 2010 of which $1.8 million ($1.1 million after-tax) relates to the prior year sale of Mountain West’s merchant card servicing portfolio.

31

Non-interest Expense

The following table summarizes non-interest expense for the periods indicated, including the amount and percentage change from June 30, 2010:


	Six Months ended
	June 30,		June 30,
(Unaudited — Dollars in thousands)	2011		2010		$ Change			% Change

Compensation, employee benefits and related expense	$	42,773	$	43,008	$	(235	)		-1	%
Occupancy and equipment expense		11,682		11,936		(254	)		-2	%
Advertising and promotions		3,119		3,236		(117	)		-4	%
Outsourced data processing expense		1,564		1,455		109			7	%
Core deposit intangibles amortization		1,317		1,621		(304	)		-19	%
Other real estate owned expense		7,161		9,691		(2,530	)		-26	%
Federal Deposit Insurance Corporation premiums		4,521		4,365		156			4	%
Other expense		16,559		14,885		1,674			11	%

Total non-interest expense	$	88,696	$	90,197	$	(1,501	)		-2	%

Non-interest expense for the first six months of 2011 decreased by $1.5 million, or 2 percent, from the same period in 2010. Compensation and employee benefits decreased $235 thousand, or 1 percent, and occupancy and equipment expense decreased $254 thousand, or 2 percent, from the prior year same period. Other real estate owned expense of $7.2 million decreased $2.5 million, or 26 percent, from the prior year period. The other real estate owned expense for the first half of 2011 included $2.7 million of operating expenses, $2.4 million of fair value write-downs, and $2.1 million of loss on sale of other real estate owned. Other expense increased $1.7 million, or 11 percent, from the prior year period. Other expense was higher due to an increase of $960 thousand from debit card expense.

Efficiency Ratio

The efficiency ratio for the first six months of 2011 was 51 percent compared to 49 percent for the prior year same period. The increase in the efficiency ratio resulted from the continuing pressure on net interest income in the current low interest rate environment and decreases in non-interest income.

Provision for Loan Losses

The provision for loan loss expense was $38.7 million for 2011, an increase of $494 thousand, or 1 percent, from the same period in 2010. Net charged-off loans during the first half of 2011 was $36.0 million, a decrease of $3.5 million from the same period in 2010.

32

Additional Management’s Discussion and Analysis

Loan Portfolio

The following unaudited tables summarize selected information by regulatory classification on the Company’s loan portfolio.


	Loans Receivable by Bank									% Change			% Change
	Balance			Balance			Balance			from			from
(Dollars in thousands)	6/30/11			12/31/10			6/30/10			12/31/10			6/30/10
Glacier	$	813,948			866,097			893,809			-6	%		-9	%
Mountain West		732,725			821,135			916,582			-11	%		-20	%
First Security		578,166			571,925			577,795			1	%		0	%
Western		278,724			305,977			316,893			-9	%		-12	%
1st Bank		256,302			266,505			283,825			-4	%		-10	%
Valley		187,599			183,003			194,521			3	%		-4	%
Big Sky		237,993			249,593			266,540			-5	%		-11	%
First Bank-WY		138,295			143,224			152,970			-3	%		-10	%
Citizens		160,700			168,972			168,406			-5	%		-5	%
First Bank-MT		118,928			109,310			116,920			9	%		2	%
San Juans		137,684			143,574			147,721			-4	%		-7	%
Less eliminations		(3,813	)		(3,813	)		(3,813	)		0	%		0	%
Less loans held for sale		(35,440	)		(76,213	)		(73,207	)		-53	%		-52	%

Total	$	3,601,811			3,749,289			3,958,962			-4	%		-9	%


	Land, Lot and Other Construction Loans by Bank									% Change			% Change
	Balance			Balance			Balance			from			from
(Dollars in thousands)	6/30/11			12/31/10			6/30/10			12/31/10			6/30/10
Glacier	$	114,110			148,319			150,723			-23	%		-24	%
Mountain West		108,700			147,991			190,060			-27	%		-43	%
First Security		52,822			72,409			78,218			-27	%		-32	%
Western		24,717			29,535			31,056			-16	%		-20	%
1st Bank		29,355			29,714			30,800			-1	%		-5	%
Valley		16,641			12,816			13,622			30	%		22	%
Big Sky		48,303			53,648			64,739			-10	%		-25	%
First Bank-WY		8,359			12,341			13,184			-32	%		-37	%
Citizens		8,939			12,187			13,034			-27	%		-31	%
First Bank-MT		790			830			808			-5	%		-2	%
San Juans		25,748			30,187			32,286			-15	%		-20	%

Total	$	438,484			549,977			618,530			-20	%		-29	%

33


	Land, Lot and Other Construction Loans by Bank, by Type at 6/30/11
			Consumer				Developed		Commercial
	Land		Land or		Unimproved		Lots for		Developed		Other
(Dollars in thousands)	Development		Lot		Land		Operative Builders		Lot		Construction
Glacier	$	47,801		24,843		26,313		8,332		5,239		1,582
Mountain West		22,324		53,934		8,351		12,742		4,002		7,347
First Security		24,200		6,487		16,466		3,549		493		1,627
Western		9,973		4,580		3,138		538		1,746		4,742
1st Bank		6,526		8,653		3,248		269		1,519		9,140
Valley		3,357		4,907		1,290		—		3,394		3,693
Big Sky		14,918		14,093		9,783		975		2,554		5,980
First Bank-WY		1,848		3,634		1,176		526		596		579
Citizens		1,979		873		2,210		45		679		3,153
First Bank-MT		—		73		658		—		59		—
San Juans		1,613		14,178		1,964		—		7,300		693

Total	$	134,539		136,255		74,597		26,976		27,581		38,536


													Custom &
	Residential Construction Loans by Bank, by Type						% Change			% Change			Owner		Pre-Sold
	Balance		Balance		Balance		from			from			Occupied		& Spec
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		12/31/10			6/30/10			6/30/11		6/30/11
Glacier	$	33,429		34,526		45,722		-3	%		-27	%	$	5,445		27,984
Mountain West		15,625		21,375		23,997		-27	%		-35	%		5,762		9,863
First Security		8,503		10,123		14,600		-16	%		-42	%		3,755		4,748
Western		1,392		1,350		1,795		3	%		-22	%		763		629
1st Bank		3,692		6,611		12,272		-44	%		-70	%		2,015		1,677
Valley		3,038		4,950		5,595		-39	%		-46	%		2,087		951
Big Sky		11,170		11,004		16,875		2	%		-34	%		640		10,530
First Bank-WY		2,052		1,958		2,607		5	%		-21	%		2,052		—
Citizens		8,557		9,441		10,994		-9	%		-22	%		4,137		4,420
First Bank-MT		290		502		178		-42	%		63	%		70		220
San Juans		5,368		7,018		7,095		-24	%		-24	%		5,368		—

Total	$	93,116		108,858		141,730		-14	%		-34	%	$	32,094		61,022


	Single Family Residential Loans by Bank, by Type						% Change			% Change			1st		Junior
	Balance		Balance		Balance		from			from			Lien		Lien
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		12/31/10			6/30/10			6/30/11		6/30/11
Glacier	$	169,244		187,683		187,625		-10	%		-10	%	$	148,915		20,329
Mountain West		253,558		282,429		296,102		-10	%		-14	%		217,038		36,520
First Security		88,378		92,011		86,963		-4	%		2	%		74,419		13,959
Western		34,870		42,070		47,532		-17	%		-27	%		32,813		2,057
1st Bank		55,621		59,337		59,292		-6	%		-6	%		51,103		4,518
Valley		56,795		60,085		66,055		-5	%		-14	%		46,739		10,056
Big Sky		29,131		32,496		32,216		-10	%		-10	%		26,193		2,938
First Bank-WY		14,772		13,948		15,080		6	%		-2	%		11,495		3,277
Citizens		16,454		19,885		20,039		-17	%		-18	%		15,111		1,343
First Bank-MT		8,435		8,618		9,818		-2	%		-14	%		7,388		1,047
San Juans		30,036		29,124		30,153		3	%		0	%		28,736		1,300

Total	$	757,294		827,686		850,875		-9	%		-11	%	$	659,950		97,344

34


	Commercial Real Estate Loans by Bank, by Type						% Change			% Change			Owner		Non-Owner
	Balance		Balance		Balance		from			from			Occupied		Occupied
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		12/31/10			6/30/10			6/30/11		6/30/11
Glacier	$	220,863		224,215		230,976		-1	%		-4	%	$	113,215		107,648
Mountain West		199,894		206,732		222,414		-3	%		-10	%		120,250		79,644
First Security		255,332		227,662		221,257		12	%		15	%		177,512		77,820
Western		104,072		103,443		105,377		1	%		-1	%		58,388		45,684
1st Bank		55,065		58,353		64,158		-6	%		-14	%		39,284		15,781
Valley		53,846		50,325		51,239		7	%		5	%		33,513		20,333
Big Sky		85,835		88,135		86,114		-3	%		0	%		54,379		31,456
First Bank-WY		25,392		27,609		28,808		-8	%		-12	%		18,834		6,558
Citizens		59,258		61,737		58,507		-4	%		1	%		36,827		22,431
First Bank-MT		17,513		17,492		17,254		0	%		2	%		10,307		7,206
San Juans		50,974		50,066		52,423		2	%		-3	%		28,861		22,113

Total	$	1,128,044		1,115,769		1,138,527		1	%		-1	%	$	691,370		436,674


	Consumer Loans by Bank, by Type						% Change			% Change			Home Equity		Other
	Balance		Balance		Balance		from			from			Line of Credit		Consumer
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		12/31/10			6/30/10			6/30/11		6/30/11
Glacier	$	142,268		150,082		158,088		-5	%		-10	%	$	128,613		13,655
Mountain West		66,645		70,304		72,284		-5	%		-8	%		58,666		7,979
First Security		68,897		71,677		77,140		-4	%		-11	%		44,763		24,134
Western		41,211		43,081		46,001		-4	%		-10	%		28,942		12,269
1st Bank		37,484		40,021		41,985		-6	%		-11	%		15,212		22,272
Valley		23,721		23,745		24,445		0	%		-3	%		14,612		9,109
Big Sky		27,543		27,733		28,475		-1	%		-3	%		24,149		3,394
First Bank-WY		23,159		24,217		26,263		-4	%		-12	%		13,617		9,542
Citizens		28,720		29,040		30,613		-1	%		-6	%		23,340		5,380
First Bank-MT		7,792		8,005		7,834		-3	%		-1	%		3,832		3,960
San Juans		13,991		14,848		14,463		-6	%		-3	%		13,118		873

Total	$	481,431		502,753		527,591		-4	%		-9	%	$	368,864		112,567

35

Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:


	At or for the Six			At or for the			At or for the Six
	Months ended			Year ended			Months ended
(Unaudited — Dollars in thousands)	June 30, 2011			December 31, 2010			June 30, 2010
Non-accrual loans
Residential real estate	$	14,444			23,095			24,075
Commercial		128,764			161,136			160,058
Consumer and other		11,576			8,274			6,205

Total		154,784			192,505			190,338

Accruing loans 90 days or more past due
Residential real estate		1,026			506			885
Commercial		5,469			3,051			1,953
Consumer and other		682			974			192

Total		7,177			4,531			3,030

Other real estate owned		99,585			73,485			64,419


Total non-performing assets	$	261,546			270,521			257,787


Non-performing assets as a percentage of subsidiary assets		3.68	%		3.91	%		4.01	%

Allowance for loan and lease losses as a percentage of non-performing loans		86	%		70	%		55	%

Accruing loans 30-89 days past due	$	41,151			45,497			36,487

Interest income ¹	$	4,298			10,987			5,463


¹		Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

36

The following tables summarize selected information identified by regulatory classification on the Company’s loan portfolio.


							Non-		Accruing		Other
	Non-performing Assets, by Loan Type						Accruing		Loans 90 Days		Real Estate
	Balance		Balance		Balance		Loans		or More Past Due		Owned
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		6/30/11		6/30/11		6/30/11
Custom and owner occupied construction	$	2,979		2,575		2,448		1,192		—		1,787
Pre-sold and spec construction		17,941		16,071		21,486		9,556		294		8,091
Land development		80,685		83,989		84,632		41,171		1,199		38,315
Consumer land or lots		12,693		12,543		12,475		6,418		673		5,602
Unimproved land		43,215		44,116		36,211		20,087		2,097		21,031
Developed lots for operative builders		6,731		7,429		9,788		2,052		—		4,679
Commercial lots		2,353		3,110		1,481		255		—		2,098
Other construction		4,582		3,837		3,485		4,582		—		—
Commercial real estate		29,801		36,978		35,354		21,580		560		7,661
Commercial and industrial		13,262		13,127		11,645		11,756		525		981
Agriculture loans		7,159		5,253		5,744		6,642		112		405
1-4 family		33,999		34,791		26,648		24,343		1,502		8,154
Home equity lines of credit		5,764		4,805		5,453		5,008		170		586
Consumer		382		446		651		142		45		195
Other		—		1,451		286		—		—		—

Total	$	261,546		270,521		257,787		154,784		7,177		99,585


									Non-Accrual &
	Accruing 30-89 Days Delinquent Loans and						Accruing		Accruing Loans		Other
	Non-Performing Assets, by Bank						30-89 Days		90 Days or		Real Estate
	Balance		Balance		Balance		Past Due		More Past Due		Owned
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		6/30/11		6/30/11		6/30/11
Glacier	$	70,628		75,869		75,527		8,879		51,250		10,499
Mountain West		75,237		83,872		68,613		13,447		35,286		26,504
First Security		62,172		59,770		57,039		9,606		37,618		14,948
Western		9,026		11,237		5,757		459		727		7,840
1st Bank		18,315		16,686		19,833		2,681		8,823		6,811
Valley		2,019		1,900		2,131		492		1,135		392
Big Sky		22,947		21,739		26,854		1,327		13,004		8,616
First Bank-WY		9,252		9,901		10,135		1,133		6,837		1,282
Citizens		8,160		8,000		5,625		2,853		3,678		1,629
First Bank-MT		106		553		554		57		49		—
San Juans		6,165		6,549		3,902		217		3,554		2,394
GORE		18,670		19,942		18,304		—		—		18,670

Total	$	302,697		316,018		294,274		41,151		161,961		99,585

Non-performing assets as a percentage of total subsidiary assets at June 30, 2011 were 3.68 percent, down from 3.91 percent as of the prior year end, and down from 4.01 percent a year ago. Included in the non-performing assets are non-performing loans which have decreased $23.0 million, or 12 percent, from the prior quarter. In addition to the decrease in non-performing loans, early stage delinquencies (accruing 30-89 days past due) of $41.2 million at June 30, 2011 decreased from the prior quarter early stage delinquencies of $52.4 million and the prior year end of $45.5 million. The Company has continued to work diligently on its non-performing loans while maintaining an adequate allowance for loan losses and this was reflected in the credit quality ratios which have improved during the second quarter of 2011.

37

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations, the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or loss to the Company. Each bank subsidiary evaluates the level of its non-performing assets, the values of the underlying real estate and other collateral, and related trends in net charge-offs in determining the adequacy of the ALLL. Through pro-active credit administration, the Banks work closely with borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company.

Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more. When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest income. Subsequent payments are applied to the outstanding principal balance if doubt remains as to the ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off impaired loans. For other loans on non-accrual, interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

For non-performing construction loans involving residential structures, the percentage of completion exceeds 95 percent at June 30, 2011. For construction loans involving commercial structures, the percentage of completion ranges from projects not started to projects completed at June 30, 2011. During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced based upon a percentage of completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company. With very limited exception, the Company does not disburse additional funds on non-performing loans. Instead, the Company has proceeded to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

Impaired Loans. Loans are designated impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement and therefore, the Company has serious doubts as to the ability of such borrowers to fulfill the contractual obligation. Impaired loans include non-performing loans (i.e., non-accrual loans and accruing loans 90 days or more past due) and accruing loans under ninety days past due where it is probable payments will not be received according to the loan agreement (e.g., troubled debt restructuring). The Company measures impairment on a loan-by-loan basis. An insignificant delay or shortfall in the amounts of payments would not cause a loan or lease to be considered impaired. The Company determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all of the facts and circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest due. At the time a loan is identified as impaired, it is measured for impairment and thereafter reviewed and measured on at least a quarterly basis for additional impairment.

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The amount of the impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except when it is determined that repayment of the loan is expected to be provided solely by the underlying collateral. For impairment based on expected future cash flows, the Company considers all information available as of a measurement date, including past events, current conditions, potential prepayments, and estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the loan. For alternative ranges of cash flows, the likelihood of the possible outcomes is considered in determining the best estimate of expected future cash flows. The effective interest rate for a loan restructured in a troubled debt restructuring is based on the original contractual rate.

When the ultimate collectability of the total principal of an impaired loan is in doubt and designated as non-accrual, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal on an impaired loan is not in doubt, contractual interest is generally credited to interest income when received under the cash basis method. Impaired loans were $208.9 million and $225.1 million as of June 30, 2011 and December 31, 2010, respectively. The ALLL includes valuation allowances of $13.9 million and $16.9 million specific to impaired loans as of June 30, 2011 and December 31, 2010, respectively. Of the total impaired loans at June 30, 2011, there were 36 commercial real estate and other commercial loans, each exceeding $1 million, such loans aggregating $104.1 million, or 50 percent, of the impaired loans. The 36 loans were collateralized by 164 percent of the loan value, the majority of which had appraisals (new or updated) in the previous twelve months, such appraisals reviewed at least quarterly taking into account current market conditions. Of the total impaired loans at June 30, 2011, there were 224 loans aggregating $131.4 million, or 63 percent, whereby the borrowers had more than one impaired loan. The amount of impaired loans that have had partial charge-offs during the year for which the Company continues to have concern about the collectability of the remaining loan balance was $24.5 million. Of these loans, there were charge-offs of $15.0 million during the first half of 2011.

Appraisals and Evaluations. For collateral-dependent loans and real estate loans for which foreclosure or a deed-in-lieu of foreclosure is probable, impairment is measured by the fair value of the collateral, less estimated cost to sell. The fair value of the collateral is determined primarily based upon appraisal or evaluation (new or updated) of the underlying property value. The Company reviews appraisals or evaluations, giving consideration to the highest and best use of the collateral, with values reduced by discounts to consider lack of marketability and estimated cost to sell. Appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to an impaired loan’s value may occur.

In deciding whether to obtain a new or updated appraisal or evaluation, the Company considers the impact of the following factors and environmental events:

	•		passage of time;

	•		improvements to, or lack of maintenance of, the collateral property;

	•		stressed and volatile economic conditions, including market values;

	•		changes in the performance, risk profile, size and complexity of the credit exposure;

	•		limited or specific use collateral property;

	•		high loan-to-value credit exposures;

	•		changes in the adequacy of the collateral protections, including loan covenants and financially responsible guarantors;

	•		competing properties in the market area;

	•		changes in zoning and environmental contamination;

	•		the nature of subsequent transactions (e.g., modification, restructuring, refinancing); and

	•		the availability of alternative financing sources.

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The Company also takes into account (1) the Company’s experience with whether the appraised values of impaired collateral-dependent loans are actually realized, and (2) the timing of cash flows expected to be received from the underlying collateral to the extent such timing is significantly different than anticipated in the most recent appraisal.

The Company generally obtains new or updated appraisals or evaluations annually for collateral underlying impaired loans. For collateral-dependent loans for which the appraisal of the underlying collateral is more than twelve months old, the Company updates collateral valuations through procedures that include obtaining current inspections of the collateral property, broker price opinions, comprehensive market analyses and current data for conditions and assumptions (e.g., discounts, comparable sales and trends) underlying the appraisals’ valuation techniques. The Company’s impairment/valuation procedures take into account new and updated appraisals on similar properties in the same area in order to capture current market valuation changes, unfavorable and favorable.

Restructured Loans. A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company made the following types of loan modifications, some of which were considered a TDR:

	•		Reduction of the stated interest rate for the remaining term of the debt;

	•		Extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and

	•		Reduction of the face amount of the debt as stated in the debt agreements.

Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service the debt as modified. The Company discourages the multiple loan strategy when restructuring loans regardless of whether or not the notes are TDR loans. The Company’s TDR loans are considered impaired loans of which the majority are designated as non-accrual. The Company does not have any commercial TDR loans as of June 30, 2011 that have repayment dates extended at or near the original maturity date for which the Company has not classified as impaired. The Company had TDR loans of $74.6 million as of June 30, 2011 of which $38.9 million were on non-accrual status. The Company has TDR loans of $15.9 million that are in non-accrual status or that have had partial charge-offs during the year, the borrowers of which continue to have $33.1 million in other loans that are on accrual status.

The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy customers who have the willingness and capacity for debt repayment. In determining whether non-restructured or unimpaired loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are impaired or troubled debt restructurings, the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example:

	•		analysis of global, i.e., aggregate debt service for total debt obligations;

	•		assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and

	•		loan structures and related covenants.

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Other Real Estate Owned. Property acquired by foreclosure or deed-in-lieu of foreclosure is carried at the lower of fair value at acquisition date or current estimated fair value, less estimated selling cost. Fair value is determined as the amount that could be reasonably expected in a current sale between a willing buyer and a willing seller in an orderly transaction between market participants at the measurement date. If the fair value of the asset, less estimated selling cost, is less than the cost of the property, a loss is recognized in other expenses and the asset carrying value is reduced. Gain or loss on disposition of real estate owned is recorded in non-interest income or non-interest expense, respectively. In determining the fair value of the properties on the date of transfer and any subsequent estimated losses of net realizable value, the fair value of other real estate acquired by foreclosure or deed-in-lieu of foreclosure is determined primarily based upon appraisal or evaluation of the underlying property value. The loan book value prior to the acquisition and transfer of the loan into other real estate owned during 2011 was $59.0 million of which $13.8 million was residential real estate, $40.7 million was commercial real estate, and $4.5 million was consumer loans. The loan collateral acquired in foreclosure during 2011 was $49.6 million of which $9.7 million was residential real estate, $37.2 million was commercial real estate, and $2.7 million was consumer loans. The following table sets forth the changes in other real estate owned for the periods ended June 30, 2011 and December 31, 2010:


	Six Months ended			Year ended
	June 30,			December 31,
(Unaudited — Dollars in thousands)	2011			2010

Balance at beginning of period	$	73,485			57,320
Additions		49,570			72,572
Capital improvements		321			273
Write-downs		(2,351	)		(10,429	)
Sales		(21,440	)		(46,251	)

Balance at end of period		99,585			73,485

Interest Reserves

Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves.

The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by employees or external parties until the real estate project is complete.

Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.

In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan.

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The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued.

The Company had $98.4 million and $141.1 million in loans with interest reserves with remaining reserves of $568 thousand and $879 thousand as of June 30, 2011 and December 31, 2010, respectively.

Allowance for Loan and Lease Losses

Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ALLL methodology is designed to reasonably estimate the probable loan and lease losses within each bank subsidiary’s loan and lease portfolios. Accordingly, the ALLL is maintained within a range of estimated losses. The determination of the ALLL, including the provision for loan losses and net charge-offs, is a critical accounting estimate that involves management’s judgments about all known relevant internal and external environmental factors that affect loan losses, including the credit risk inherent in the loan and lease portfolios, economic conditions nationally and in the local markets in which the community bank subsidiaries operate, changes in collateral values, delinquencies, non-performing assets and net charge-offs.

Although the Company and Banks continue to actively monitor economic trends, soft economic conditions combined with potential declines in the values of real estate that collateralize most of the Company’s loan and lease portfolios may adversely affect the credit risk and potential for loss to the Company.

The ALLL evaluation is well documented and approved by each bank subsidiary’s Board of Directors and reviewed by the Parent’s Board of Directors. In addition, the policy and procedures for determining the balance of the ALLL are reviewed annually by each bank subsidiary’s Board of Directors, the Parent’s Board of Directors, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

At the end of each quarter, each of the community bank subsidiaries analyzes its loan and lease portfolio and maintain an ALLL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America. The allowance consists of a specific allocation component and a general allocation component. The specific allocation component relates to loans that are determined to be impaired. A specific valuation allowance is established when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate) is lower than the carrying value of the impaired loan. The general allocation component relates to probable credit losses inherent in the balance of the loan portfolio based on prior loss experience, adjusted for changes in trends and conditions of qualitative or environmental factors.

When applied to each bank subsidiary’s historical loss experience, the environmental factors result in the provision for loan losses being recorded in the period in which the loss has probably occurred. When the loss is confirmed at a later date, a charge-off is recorded.

Management of each bank subsidiary exercises significant judgment when evaluating the effect of applicable qualitative or environmental factors on each bank subsidiary’s historical loss experience for loans not identified as impaired. Quantification of the impact upon each bank subsidiary’s ALLL is inherently subjective as data for any factor may not be directly applicable, consistently relevant, or reasonably available for management to determine the precise impact of a factor on the collectability of the Bank’s unimpaired loan portfolio as of each evaluation date. Bank management documents its conclusions and rationale for changes that occur in each applicable factor’s weight, i.e., measurement and ensures that such changes are directionally consistent based on the underlying current trends and conditions for the factor.

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The Company is committed to a conservative management of the credit risk within the loan and lease portfolios, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan and lease portfolios, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate.

The Company’s model of eleven independent wholly-owned community banks, each with its own loan committee, chief credit officer and Board of Directors, provides substantial local oversight to the lending and credit management function. Unlike a traditional, single-bank holding company, the Company’s decentralized business model affords multiple reviews of larger loans before credit is extended, a significant benefit in mitigating and managing the Company’s credit risk. The geographic dispersion of the market areas in which the Company and the community bank subsidiaries operate further mitigates the risk of credit loss. While this process is intended to limit credit exposure, there can be no assurance that further problem credits will not arise and additional loan losses incurred, particularly in periods of rapid economic downturns.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process, utilizing each of the Banks’ internal credit risk rating process, is necessary to support management’s evaluation of the ALLL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The loan review function also assesses the evaluation process and provides an independent analysis of the adequacy of the ALLL.

The Company considers the ALLL balance of $140 million adequate to cover inherent losses in the loan and lease portfolios as of June 30, 2011. However, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ALLL amount, or that subsequent evaluations of the loan and lease portfolios applying management’s judgment about then current factors, including economic and regulatory developments, will not require significant changes in the ALLL. Under such circumstances, this could result in enhanced provisions for loan losses. See additional risk factors in “Part II, ITEM 1A. Risk Factors.”

The following table summarizes the allocation of the ALLL:


	June 30, 2011					December 31, 2010					June 30, 2010
	Allowance		Percent			Allowance		Percent			Allowance		Percent
	for Loan and		of Loans in			for Loan and		of Loans in			for Loan and		of Loans in
(Unaudited — Dollars in thousands)	Lease Losses		Category			Lease Losses		Category			Lease Losses		Category

Residential real estate	$	17,412		14.7	%		20,957		16.9	%		12,400		17.4	%
Commercial real estate		79,885		48.1	%		76,147		47.9	%		64,466		47.5	%
Other commercial		19,615		18.2	%		19,932		17.4	%		41,884		17.5	%
Home equity		13,625		12.8	%		13,334		12.9	%		13,490		12.9	%
Other consumer		9,258		6.2	%		6,737		4.9	%		9,425		4.7	%

Totals	$	139,795		100.0	%		137,107		100.0	%		141,665		100.0	%

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The following table summarizes the ALLL experience at the dates indicated:


	Six Months ended			Year ended			Six Months ended
	June 30,			December 31,			June 30,
(Unaudited — Dollars in thousands)	2011			2010			2010

Balance at beginning of period	$	137,107			142,927			142,927
Charge-offs
Residential real estate		(3,157	)		(16,575	)		(8,864	)
Commercial loans		(28,485	)		(69,595	)		(28,935	)
Consumer and other loans		(6,676	)		(7,780	)		(3,785	)

Total charge-offs		(38,318	)		(93,950	)		(41,584	)


Recoveries
Residential real estate		315			749			333
Commercial loans		1,602			2,203			1,627
Consumer and other loans		439			485			206

Total recoveries		2,356			3,437			2,166


Charge-offs, net of recoveries		(35,962	)		(90,513	)		(39,418	)
Provision for loan losses		38,650			84,693			38,156

Balance at end of period	$	139,795			137,107			141,665

Allowance for loan and lease losses as a percentage of total loan and leases		3.88	%		3.66	%		3.58	%

Net charge-offs as a percentage of total loans		1.00	%		2.41	%		1.00	%

The following tables summarize the ALLL experience at the dates indicated, including identification by regulatory classification:


									Provision for
							Provision for		the Year-to-Date		ALLL
	Allowance for Loan and Lease Losses						Year-to-Date		Ended 6/30/11		as a Percent
	Balance		Balance		Balance		Ended		Over Net		of Loans
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		6/30/11		Charge-Offs		6/30/11
Glacier	$	37,321		34,701		37,817		12,550		1.3		4.59	%
Mountain West		35,372		35,064		30,832		16,000		1.0		4.83	%
First Security		21,362		19,046		20,252		5,600		1.7		3.69	%
Western		7,543		7,606		8,707		550		0.9		2.71	%
1st Bank		9,278		10,467		11,351		1,450		0.5		3.62	%
Valley		4,494		4,651		4,707		—		—		2.40	%
Big Sky		9,351		9,963		11,511		1,300		0.7		3.93	%
First Bank-WY		2,408		2,527		2,565		100		0.5		1.74	%
Citizens		5,343		5,502		6,120		900		0.8		3.32	%
First Bank-MT		3,012		3,020		3,067		—		—		2.53	%
San Juans		4,311		4,560		4,736		200		0.4		3.13	%

Total	$	139,795		137,107		141,665		38,650		1.1		3.88	%

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	Net Charge-Offs, Year-to-Date Period Ending, By Bank
	Balance		Balance		Balance		Charge-Offs		Recoveries
(Dollars in thousands)	6/30/11		12/31/10		6/30/10		6/30/11		6/30/11
Glacier	$	9,930		24,327		16,461		10,749		819
Mountain West		15,692		47,487		16,219		16,261		569
First Security		3,284		7,296		2,390		3,596		312
Western		613		2,106		605		748		135
1st Bank		2,639		2,578		994		3,005		366
Valley		157		216		110		168		11
Big Sky		1,912		4,048		1,925		1,977		65
First Bank-WY		219		605		355		235		16
Citizens		1,059		1,363		245		1,120		61
First Bank-MT		8		149		102		10		2
San Juans		449		338		12		449		—

Total	$	35,962		90,513		39,418		38,318		2,356


	Net Charge-Offs (Recoveries), Year-to-Date
	Period Ending, By Loan Type
	Balance		Balance		Balance			Charge-Offs		Recoveries
(Dollars in thousands)	6/30/11		12/31/10		6/30/10			6/30/11		6/30/11
Residential construction	$	3,254		7,147		4,228			3,349		95
Land, lot and other construction		16,979		51,580		21,077			18,120		1,141
Commercial real estate		2,970		10,181		3,267			3,155		185
Commercial and industrial		6,237		5,612		3,192			6,456		219
1-4 family		4,981		9,897		4,998			5,333		352
Home equity lines of credit		1,262		4,496		2,302			1,407		145
Consumer		245		951		393			442		197
Other		34		649		(39	)		56		22

Total	$	35,962		90,513		39,418			38,318		2,356

The allowance determined by each of the eleven community bank subsidiaries is combined together into a single allowance for the Company. As of June 30, 2011, December 31, 2010 and June 30, 2010, the Company’s allowance consisted of the following components:


	June 30,		December 31,		June 30,
(Unaudited — Dollars in thousands)	2011		2010		2010

Specific allocation	$	13,895		16,871		17,036
General allocation		125,900		120,236		124,629

Total allowance	$	139,795		137,107		141,665

Each of the Bank’s ALLL is considered adequate to absorb losses from any class of its loan and lease portfolio. For the six months ended June 30, 2011 and throughout 2010, the Company believes the allowance is commensurate with the risk in the Company’s loan and lease portfolio and is directionally consistent with the change in the quality of the Company’s loan and lease portfolio as determined at each bank subsidiary.

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In total, the ALLL has decreased $1.9 million, or 1.3 percent, from a year ago. The ALLL of $139.8 million is 3.88 percent of total loans outstanding at June 30, 2011, up from 3.66 percent of total loans at year end 2010, and up from 3.58 percent of total loans at prior year second quarter end. While the overall amount of the ALLL has decreased from a year ago, the increase in the ALLL as a percentage of loans is the result of a continuing overall upward increase in the bank subsidiary’s historical loss experience adjusted for environmental factors. The upward increase in historical loss experience is the primary reason for the $1.3 million increase in the general allocation of the Company’s allowance despite the decrease of $357.2 million, or 9 percent, in total loans at June 30, 2011 compared to the prior year second quarter end.

During the second quarter of 2011, the overall total of the ALLL decreased by $1.0 million, the net result of a $1.5 million decrease in the specific allocation and a $473 thousand increase in the general allocation of the allowance. The increase in the general allocation during the current quarter is due to an increase in the bank subsidiaries’ overall historical loss experience during the quarter although total loans decreased by $45.2 million during the quarter.

Presented below are select aggregated statistics that were considered when determining the adequacy of the Company’s ALLL at June 30, 2011:

Positive trends

	•		Net charge-offs of construction loans were $9.9 million, or 49 percent, of the $20.2 million of net charge-offs during the current quarter compared to net charge-offs of construction loans of $10.3 million, or 66 percent, of the $15.8 million of net charge-offs in the prior quarter.

	•		Non-accrual construction loans (i.e., residential construction and land, lot and other construction) were $85.3 million, or 55 percent, of the $154.8 million of non-accrual loans at June 30, 2011, a reduction of $13.3 million during the current quarter. Non-accrual construction loans at March 31, 2011 accounted for 55 percent of the $178.4 million of non-accrual loans.

	•		Non-performing loans as a percent of total loans at June 30, 2011 decreased to 4.50 percent as compared to 5.07 percent at March 31, 2011 and 5.26 percent at December 31, 2010.

	•		Early stage delinquencies (accruing loans 30-89 days past due) decreased to $41.2 million at June 30, 2011 from $52.4 million at March 31, 2011.

Negative trends

	•		Charge-offs, net of recoveries, in the second quarter of 2011 were $20.2 million, an increase of $4.4 million from the prior quarter.

	•		Impaired loans as a percentage of total loans were 6 percent at June 30, 2011, the same percentage at March 31, 2011.

The eleven bank subsidiaries provide commercial services to individuals, small to medium size businesses, community organizations and public entities from 105 locations, including 96 branches, across Montana, Idaho, Wyoming, Colorado, Utah, and Washington. The Rocky Mountain areas in which the bank subsidiaries operate have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across each of the bank subsidiaries.

46

Though stabilizing, the soft economic conditions during much of 2010 continued in the first half of 2011, including declining sales of existing real property (e.g., single family residential, multi-family, commercial buildings and land), an increase in existing inventory of real property, increase in real property delinquencies and foreclosures, and corresponding decrease in absorption rates, and lower values of real property that collateralize most of the Company’s loan and lease portfolios, among other factors. While the national unemployment rate increased steadily from 7.4 percent at the start of 2009 to 10.0 percent at year end 2009, dropping to 9.4 percent at year end 2010 and 9.2 percent at June 30, 2011, the unemployment rates for the states in which the community bank subsidiaries conduct operations were significantly lower throughout this time period compared to the national unemployment rate. Agricultural price declines in livestock and grain in 2009 have recovered significantly. Concurrently, prices for oil have held strong, while prices for natural gas remain below the exceptionally high price levels of 2008. The decline in the cost of living, as reflected in CPI measures, helped buffer the general softening of the economy nationally, regionally and locally, and the impact of lower real property values. The tourism industry and related lodging continues to be a source of strength for those banks whose market areas have national parks and similar recreational areas in the market areas served. Such changes affected the bank subsidiaries in distinctly different ways as each bank has its own geographic area and local economy influences over both a short-term and long-term horizon.

The specific allocation of $13.9 million pertains to total impaired loans of $208.9 million. Included in the impaired loans is $156.0 million of loans which have no specific allowance allocation since the fair value of collateral-dependent loans or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate) is higher than the carrying value of such impaired loans. In determining the need for a specific allowance allocation on impaired loans, the effects of decreases in the fair value of the underlying collateral were considered.

In evaluating the need for a specific or general allocation for impaired and unimpaired loans, respectively, within the Company’s construction loan portfolio, including residential construction and land, lot and other construction loans, the credit risk related to such loans was considered in the ongoing monitoring of such loans, including assessments based on current information, including new or updated appraisals or evaluations of the underlying collateral, expected cash flows and the timing thereof, as well as the estimated cost to sell when such costs are expected to reduce the cash flows available to repay or otherwise satisfy the construction loan. Construction loans are 15 percent of the Company’s total loan portfolio and account for 55 percent of the Company’s non-accrual loans at June 30, 2011. Collateral securing construction loans includes residential buildings (e.g., single/multi-family and condominiums), commercial buildings, and associated land (multi-acre parcels and individual lots, with and without shorelines). Outstanding balances are centered in Western Montana and Northern Idaho, as well as Boise and Sun Valley, Idaho. None of the individual bank subsidiaries have a concentration of construction loans exceeding 5 percent of the Company’s total loan portfolio.

As identified below, the following four bank subsidiaries had non-accrual construction loans that aggregated 5 percent or more of the Company’s $85.3 million of non-accrual construction loans at June 30, 2011. During the current quarter, non-accrual construction loans decreased $13.3 million, or 13 percent, from $98.6 million at March 31, 2011. Also identified below are the principal areas of the bank subsidiaries’ operations in which the collateral properties of such non-accrual construction loans are located:


Glacier	34 percent	Western Montana
Mountain West	28 percent	Northern Idaho and Boise and Sun Valley, Idaho
First Security	22 percent	Western Montana
Big Sky	11 percent	Western Montana

47

Residential non-accrual construction loans are 13 percent of the total construction loans on non-accrual status as of June 30, 2011. Unimproved land and land development loans collectively account for the bulk of the non-accrual commercial construction loans at each of the four bank subsidiaries. With locations and operations in the contiguous northern Rocky Mountain states of Idaho and Montana, the geography and economies of each of the four bank subsidiaries are predominantly tied to real estate development given the sprawling abundance of timbered valleys and mountainous terrain with significant lakes, streams and watershed areas. Consistent with the general economic downturn, the market for upscale primary, secondary and other housing as well as the associated construction and building industries have stalled after years of significant growth. As the housing market (rental and owner-occupied) and related industries continue to recover from the downturn, the Company continues to reduce its exposure to loss in the construction loan and other segments of the total loan portfolio.

Other-Than-Temporary Impairment on Securities Accounting Policy and Analysis

The Company views the determination of whether an investment security is temporarily or other-than-temporarily impaired as a critical accounting policy, as the estimate is susceptible to significant change from period to period because it requires management to make significant judgments, assumptions and estimates in the preparation of its consolidated financial statements. The Company assesses individual securities in its investment securities portfolio for impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant. An investment is impaired if the fair value of the security is less than its carrying value at the financial statement date. If impairment is determined to be other-than-temporary, an impairment loss is recognized by reducing the amortized cost for the credit loss portion of the impairment with a corresponding charge to earnings for a like amount.

For fair value estimates provided by third party vendors, management also considered the models and methodology for appropriate consideration of both observable and unobservable inputs, including appropriately adjusted discount rates and credit spreads for securities with limited or inactive markets, and whether the quoted prices reflect orderly transactions. For certain securities, the Company obtained independent estimates of inputs, including cash flows, in supplement to third party vendor provided information. The Company also reviewed financial statements of select issuers, with follow up discussions with issuers’ management for clarification and verification of information relevant to the Company’s impairment analysis.

Non-marketable equity securities owned at June 30, 2011 primarily consisted of stock issued by the FHLB of Seattle and Topeka, such shares measured at cost in recognition of the transferability restrictions imposed by the issuers. Other non-marketable equity securities include Federal Reserve Bank, Federal Agriculture Mortgage Corporation and Bankers’ Bank of the West Bancorporation, Inc.

With respect to FHLB stock, the Company evaluates such stock for other-than-temporary impairment. Such evaluation takes into consideration 1) FHLB deficiency, if any, in meeting applicable regulatory capital targets, including risk-based capital requirements, 2) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the time period for any such decline, 3) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, 4) the impact of legislative and regulatory changes on the FHLB, and 5) the liquidity position of the FHLB.

Based on the analysis of its impaired non-marketable equity securities as of June 30, 2011, the Company determined that none of such securities had other-than-temporary impairment.

The Company believes that macroeconomic conditions occurring during the first six months of 2011 and in 2010 have unfavorably impacted the fair value of certain debt securities in its investment portfolio. For debt securities with limited or inactive markets, the impact of these macroeconomic conditions upon fair value estimates includes higher risk-adjusted discount rates and downgrades in credit ratings provided by nationally recognized credit rating agencies, (e.g., Moody’s, S&P, Fitch, and DBRS).

48

In evaluating debt securities for other-than-temporary impairment losses, management assesses whether the Company intends to sell the security or if it is more likely-than-not that the Company will be required to sell the debt security. In so doing, management considers contractual constraints, liquidity, capital, asset / liability management and securities portfolio objectives.

As of June 30, 2011, there were 225 investments in an unrealized loss position, of which, state and local government securities have the largest unrealized loss. The fair value of the residential mortgage-backed securities in an unrealized loss position, which have underlying collateral consisting of U.S. government sponsored enterprise guaranteed mortgages and non-guaranteed private label whole loan mortgages, were $175.4 million at June 30, 2011 of which $114.2 million was purchased during 2011, the remainder of which had a fair market value of $61.2 million at June 30, 2011. For such securities purchased in 2011, there has been an unrealized loss of $285 thousand since purchase. Of the remaining residential mortgage-backed securities in a loss position, the unrealized loss increased from 0.5 percent of fair value at December 31, 2010 to 2.3 percent of fair value at June 30, 2011. The fair value of Collateralized Debt Obligation (“CDO”) securities in an unrealized loss position is $6.0 million, with unrealized losses of $3.0 million at June 30, 2011 and the unrealized loss decreased from 69.5 percent of fair value at December 31, 2010 to 50.1 percent of fair value at June 30, 2011. The fair value of state and local government securities in an unrealized loss position were $143.2 million at June 30, 2011 of which $8.1 million was purchased during 2011, the remainder of which had a fair market value of $135.1 million at June 30, 2011. For the state and local government securities purchased in 2011, there has been an unrealized loss of $76 thousand since purchase. Of the remaining state and local government securities in a loss position, the unrealized loss decreased from 6.6 percent of fair value at December 31, 2010 to 2.6 percent of fair value at June 30, 2011. With respect to severity, the following table provides the number of securities and amount of unrealized loss in the various ranges of unrealized loss as a percent of book value.


				Number of
	Unrealized			Debt
(Dollars in thousands)	Loss			Securities

Greater than 40.0%	$	—			—
30.1% to 40.0%		(2,985	)		6
20.1% to 30.0%		—			—
15.1% to 20.0%		(412	)		2
10.1% to 15.0%		(1,125	)		4
5.1% to 10.0%		(593	)		5
0.1% to 5.0%		(3,190	)		208

Total	$	(8,305	)		225

49

With respect to the duration of the impaired debt securities, the Company identified 29 which have been continuously impaired for the twelve months ending June 30, 2011. The valuation history of such securities in the prior year(s) was also reviewed to determine the number of months in prior year(s) in which the identified securities was in an unrealized loss position. Of the 29 securities, 15 are state and local tax-exempt securities with an unrealized loss of $1.1 million, the most notable of which had an unrealized loss of $385 thousand. Of the 29 securities, 6 are identical CDO securities with an aggregate unrealized loss of $3.0 million, the most notable of which had an unrealized loss of $746 thousand.

With respect to the CDO securities, each is in the form of a pooled trust preferred structure of which the Company owns a portion of the Senior Notes tranche. All of the assets underlying the pooled trust preferred structure are capital securities issued by trust subsidiaries of holding companies of banks and thrifts. Since December 31, 2009, the Senior Notes have been rated “A3” by Moody’s. The Senior Notes have also been rated as of June 30, 2011 by Fitch as “BBB,” such rating effective September 21, 2010. Prior to such downgrade, Fitch had rated the Senior Notes as “A.” As of June 30, 2011, 10 of the 26 trust subsidiaries compared to 9 of the 26 trust subsidiaries at December 31, 2010 were treated by the Trustee as in default, either because of an actual default or elective deferral of interest payments on their respective obligations. As of the end of the third and second quarters of 2010, 8 of the 26 trust subsidiaries were treated by the Trustee as in default on their respective obligations underlying the CDO structure. As of the end of the first quarter of 2010 and the fourth quarter of 2009, 6 of the 26 trust subsidiaries were treated as in default compared to 3 of the 26 trust subsidiaries treated as in default on their respective obligations as of the end of the first three quarters of 2009. In accordance with the prospectus for the CDO structure, the priority of payments favors holders of the Senior Notes over holders of the Mezzanine Notes and Income Notes. Though the maturity of the CDO structure is June 15, 2031, 40.4 percent of the outstanding principle of the Senior Notes has been prepaid through June 30, 2011. More specifically, at any time the Senior Notes are outstanding, if either the Senior Principle or Senior Interest Coverage Tests (the “Senior Coverage Tests”) are not satisfied as of a calculation date, then funds that would have otherwise been used to make payments on the Mezzanine Notes or Income Notes shall instead be applied as principle prepayments on the Senior Notes. For the first half of 2011 and the preceding five quarters, the Senior Principle Coverage Test was below its threshold level, while the Senior Interest Coverage Test exceeded its threshold level. The Senior Coverage Tests exceeded the threshold levels for each of the first three quarters of 2009. In its assessment of the Senior Notes for potential other-than-temporary impairment, the Company evaluated the underlying issuers and engaged a third party vendor to stress test the performance of the underlying capital securities and related obligors. Such stress testing has been performed as of the second and first quarters of 2011 and at the end of each quarter of 2010 and 2009. In each instance of stress testing, the results reflect no credit loss for the Senior Notes. In evaluating such results, the Company reviewed with the third party vendor the stress test assumptions and concurred with the analyses in concluding that the impairment at June 30, 2011 and at the end of each of the prior quarters of 2011, 2010 and 2009 was temporary, and not other-than-temporary.

Of the 29 securities temporarily impaired continuously for the six months ended June 30, 2011, 5 are non-guaranteed private label whole loan mortgages with an aggregate unrealized loss of $390 thousand, the most notable of which had an unrealized loss of $318 thousand. Of the 5 non- guaranteed private label whole loan mortgages, 3 are collateralized by 30-year fixed rate residential mortgages considered to be “Prime” and 2 are collateralized by 30-year fixed rate residential mortgages considered to be “ALT — A.” Moreover, none of the underlying mortgage collateral is considered “subprime.”

50

The Company engages a third-party to perform detailed analysis for other-than-temporary impairment of such securities. Such analysis takes into consideration original and current data for the tranche and CMO structure, the non-guaranteed classification of each CMO tranche, current and deal inception credit ratings, credit support (protection) afforded the tranche through the subordination of other tranches in the CMO structure, the nature of the collateral (e.g., Prime or Alt-A) underlying each CMO tranche, and realized cash flows since purchase. When available, the collateral loss estimates are compared against loss estimates obtained from the credit rating agencies for the CMO structure and the resulting impact upon the tranche.

The analysis includes performance projections based upon cash flow assumptions designed to assess risk by capturing key performance data and trends such as delinquencies, severity of defaults, severity of collateral loss, and a range of prepayment speeds taking into account both voluntary (“CRR”) and involuntary (“CDR”) payments and the seniority of the CMO tranche within the CMO deal. The projected cash flows incorporate a range of macroeconomic trends, including for example, interest rates, gross domestic product and employment, as well as home price appreciation/depreciation (“HPA”) and geographic affordability (“Geo Aff”).

HPA is a primary driver of credit performance in addition to loan characteristics. Negative HPA refers to declining house price appreciation (i.e., depreciation in essence). HPA scenarios are performed at loan-level capturing characteristics such as loan-to-value, credit scores (e.g., FICO), loan type, occupancy, purpose, and geography. Geo Aff is also a house price appreciation scenario and such refers to house price affordability levels by geography (relative to income). Prior to performing any HPA or Geo Aff-based analysis, significant fine-tuning adjustments are made to factor in the current state of the housing market. Tuning adjustments include delinquency roll rates, cure rates, voluntary prepayments, loan-to-values, and credit scores. Additionally, other factors used in the analyses are updated for current market conditions and trends, including loss severities and collateral loss estimates provided by the credit rating agencies for the CMO structures.

Based on the analysis of its impaired debt securities as of June 30, 2011, the Company determined that none of such securities had other-than-temporary impairment.

Federal and State Income Taxes

Income tax expense for the six months ended June 30, 2011 and 2010 was $2.7 million and $5.5 million, respectively. The Company’s effective tax rate for the six months ended June 30, 2011 and 2010 was 10.7 percent and 19.2 percent, respectively. The primary reason for the low effective rate is the amount of tax-exempt investment income and federal tax credits. The tax-exempt income was $14.6 million and $11.4 million for the six months ended June 30, 2011 and 2010, respectively. The federal tax credit benefits were $1.8 million and $1.5 million for the six months ended June 30, 2011 and 2010, respectively.

The Company has equity investments in Certified Development Entities which have received allocations of new markets tax credits (“NMTC”). Administered by the Community Development Financial Institutions Fund of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in low-income housing tax credits which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits received are claimed over a ten-year credit allowance period. The Company has investments in Qualified Zone Academy and Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income until the bonds mature. The federal income tax credits on these bonds are subject to federal and state income tax.

51

Following is a list of expected federal income tax credits to be received in the years indicated.


	New		Low-Income		Investment
Years ended	Markets		Housing		Securities
(Dollars in thousands)	Tax Credits		Tax Credits		Tax Credits		Total
2011	$	2,000		1,176		953		4,129
2012		2,306		1,270		939		4,515
2013		2,400		1,270		921		4,591
2014		2,400		1,270		899		4,569
2015		2,400		1,174		875		4,449
Thereafter		564		5,379		5,263		11,206

	$	12,070		11,539		9,850		33,459

Average Balance Sheet

The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yield; 2) the total dollar amount of interest expense on interest-bearing liabilities and the average rate; 3) net interest and dividend income and interest rate spread; and 4) net interest margin and net interest margin tax-equivalent; and 5) return on average assets and return on average equity. Non-accrual loans are included in the average balance of the loans.

52


	Three Months ended 6/30/11							Six Months ended 6/30/11
					Average							Average
	Average		Interest &		Yield/			Average		Interest &		Yield/
(Dollars in thousands)	Balance		Dividends		Rate			Balance		Dividends		Rate
Assets
Residential real estate loans	$	560,851		8,156		5.82	%	$	581,133		16,872		5.81	%
Commercial loans		2,397,668		32,977		5.52	%		2,404,717		66,035		5.54	%
Consumer and other loans		687,823		10,211		5.95	%		694,996		20,661		6.00	%

Total loans and loans held for sale		3,646,342		51,344		5.65	%		3,680,846		103,568		5.67	%
Tax-exempt investment securities ¹		690,928		7,803		4.52	%		637,711		14,582		4.57	%
Taxable investment securities ²		2,073,388		12,415		2.39	%		2,005,231		21,785		2.17	%

Total earning assets		6,410,658		71,562		4.48	%		6,323,788		139,935		4.46	%

Goodwill and intangibles		156,035							156,367
Non-earning assets		317,477							301,146

Total assets	$	6,884,170						$	6,781,301


Liabilities
NOW accounts	$	778,930		541		0.28	%	$	763,579		1,066		0.28	%
Savings accounts		386,925		146		0.15	%		380,514		294		0.16	%
Money market deposit accounts		866,453		978		0.45	%		872,389		2,083		0.48	%
Certificate accounts		1,066,891		4,167		1.57	%		1,074,445		8,651		1.62	%
Wholesale deposits ³		644,096		752		0.47	%		590,848		1,578		0.54	%
FHLB advances		972,850		3,093		1.28	%		959,995		5,641		1.18	%
Securities sold under agreements to repurchase and other borrowed funds		393,040		1,654		1.69	%		390,066		3,687		1.91	%

Total interest bearing liabilities		5,109,185		11,331		0.89	%		5,031,836		23,000		0.92	%

Non-interest bearing deposits		889,767							870,938
Other liabilities		25,089							27,251

Total liabilities		6,024,041							5,930,025


Stockholders’ Equity
Common stock		719							719
Paid-in capital		642,877							643,404
Retained earnings		201,420							200,532
Accumulated other comprehensive income		15,113							6,621

Total stockholders’ equity		860,129							851,276

Total liabilities and stockholders’ equity	$	6,884,170						$	6,781,301

Net Interest Income			$	60,231						$	116,935

Net Interest Spread						3.59	%						3.54	%
Net Interest Margin						3.77	%						3.73	%
Net Interest Margin (tax-equivalent)						4.01	%						3.96	%


¹		Excludes tax effect of $3,455,000 and $6,456,000 on tax-exempt investment security income for the three and six months ended June 30, 2011, respectively.

²		Excludes tax effect of $392,000 and $784,000 on investment security tax credits for the three and six months ended June 30, 2011, respectively.

³		Wholesale deposits include brokered deposits classified as NOW, money market demand, and CDs.

53

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest-earning assets and interest-bearing liabilities (“Volume”) and the yields earned and rates paid on such assets and liabilities (“Rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.


	Six Months ended June 30,
				2011 vs. 2010
	Increase (Decrease) Due to:
(Dollars in thousands)	Volume			Rate			Net
Interest income
Residential real estate loans	$	(5,831	)		(551	)		(6,382	)
Commercial loans		(5,287	)		(2,353	)		(7,640	)
Consumer and other loans		45			(744	)		(699	)
Investment securities		15,908			(8,468	)		7,440

Total interest income		4,835			(12,116	)		(7,281	)

Interest expense
NOW accounts		95			(435	)		(340	)
Savings accounts		51			(150	)		(99	)
Money market demand accounts		202			(2,043	)		(1,841	)
Certificate accounts		(20	)		(1,923	)		(1,943	)
Wholesale deposits		469			(1,127	)		(658	)
FHLB advances		1,609			(733	)		876
Repurchase agreements and other borrowed funds		(401	)		(227	)		(628	)

Total interest expense		2,005			(6,638	)		(4,633	)


Net interest income	$	2,830			(5,478	)		(2,648	)

Liquidity Risk

Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:

	1.		Assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time.

	2.		Providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity.

	3.		Balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

54

The Banks’ primary sources of funds are customer deposits, receipts of principal and interest payments on loans and investment securities, proceeds from sale of loans and securities, short and long-term borrowings. In addition, the Company maintains liquidity capacity through secured and unsecured borrowing programs, wholesale deposit relationships, and unencumbered securities. The following table identifies certain liquidity sources and capacity available to the Company at June 30, 2011:


	June 30,
(Dollars in thousands)	2011
FHLB advances
Borrowing capacity	$	1,102,589
Amount utilized		(925,061	)

Amount available	$	177,528


FRB discount window
Borrowing capacity	$	265,517
Amount utilized		—

Amount available	$	265,517


Unsecured lines of credit available	$	135,760


Unencumbered securities
U.S. government and federal agency	$	—
U.S. government sponsored enterprises		4,834
State and local governments and other issues		899,423
Collateralized debt obligations		5,953
Residential mortgage-backed securities		860,807

Total unencumbered securities	$	1,771,017

The Company and each of the bank subsidiaries has a wide range of versatility in managing the liquidity and asset/liability mix across each of the bank subsidiaries as well as the Company as a whole. Asset liability committees (“ALCO”) are maintained at the Parent and bank subsidiary levels with the ALCO committees meeting regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., investment securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured.

Capital Resources

Maintaining capital strength continues to be a long-term objective. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital also is a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. Stockholders’ equity increased $26.6 million from year end 2010, or 3 percent, the net result of earnings of $22.2 million, an increase of $24.1 million in unrealized gains on available-for-sale securities, less cash dividend payments of $18.7 million.

55

The Federal Reserve Board has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. Each bank subsidiary was considered well capitalized by their respective regulator as of June 30, 2011 and December 31, 2010. There are no conditions or events since quarter end that management believes have changed the Company’s or bank subsidiaries’ risk-based capital category. The following table illustrates the Federal Reserve Board’s capital adequacy guidelines and the Company’s compliance with those guidelines as of June 30, 2011.


	Tier 1 (Core)			Tier 2 (Total)			Leverage
(Dollars in thousands)	Capital			Capital			Capital
Total stockholders’ equity	$	864,772			864,772			864,772
Less:
Goodwill and intangibles		(153,925	)		(153,925	)		(153,925	)
Net unrealized gain on AFS debt securities		(24,639	)		(24,639	)		(24,639	)
Other adjustments		(73	)		(73	)		(73	)
Plus:
Allowance for loan and lease losses		—			55,949			—
Subordinated debentures		124,500			124,500			124,500
Other adjustments		—			4			—

Regulatory capital	$	810,635			866,588			810,635


Risk weighted assets	$	4,391,984			4,391,984


Total adjusted average assets							$	6,730,172


Capital as % of risk weighted assets		18.46	%		19.73	%		12.04	%

Regulatory “well capitalized” requirement		6.00	%		10.00	%

Excess over “well capitalized” requirement		12.46	%		9.73	%

Dividend payments were $0.26 per share for the six months ended June 30, 2011. The payment of dividends is subject to government regulation in that regulatory authorities may prohibit banks and bank holding companies from paying dividends that would constitute an unsafe or unsound banking practice. Additionally, current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share, measured over the previous four fiscal quarters.

In addition to the primary and safeguard liquidity sources available, the Company has the capacity to issue 117,187,500 shares of common stock of which 71,915,073 has been issued as of June 30, 2011. The Company’s capacity to issue additional shares has been demonstrated with the most recent stock issuances in 2010 and 2008, although no assurances can be made that future stock issuances would be as successful. The Company also has the capacity to issue 1,000,000 shares of preferred shares of which none are currently issued.

Short-term borrowings

A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by ALCO such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, FRB borrowings, federal funds purchased, wholesale deposits, and wholesale repurchase agreements. FHLB advances and certain other short-term borrowings may be extended as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds.

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The following table provides information relating to short-term borrowings which consists of borrowings that mature within one year of period end:


	At or for the Six			At or for the
	Months ended			Year ended
(Dollars in thousands)	June 30, 2011			December 31, 2010
FHLB advances
Amount outstanding at end of period	$	628,000			761,064
Weighted interest rate on outstanding amount		0.62	%		0.32	%
Maximum outstanding at any month-end	$	877,017			773,076
Average balance	$	752,402			488,044
Weighted average interest rate		0.57	%		0.39	%

Repurchase agreements
Amount outstanding at end of period	$	251,303			249,403
Weighted interest rate on outstanding amount		0.55	%		0.63	%
Maximum outstanding at any month-end	$	251,303			252,083
Average balance	$	237,542			227,202
Weighted average interest rate		0.58	%		0.71	%

Commitments

In the normal course of business, there are various outstanding commitments to extend credit, such as letters of credit and un-advanced loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. Management does not anticipate any material losses as a result of these transactions. The Company has outstanding debt maturities, the largest aggregate amount of which are FHLB advances.

Effect of inflation and changing prices

Generally accepted accounting principles often require the measurement of financial position and operating results in terms of historical dollars, without consideration for change in relative purchasing power over time due to inflation. Virtually all assets of the Company and each bank subsidiary are monetary in nature; therefore, interest rates generally have a more significant impact on a company’s performance than does the effect of inflation.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

The Company believes that there have not been any material changes in information about the Company’s market risk than was provided in the Form 10-K report for the year ended December 31, 2010.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(c)) as of the date of this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

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Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter 2011, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

There are no pending material legal proceedings to which the registrant or its subsidiaries are a party.

ITEM 1A. Risk Factors

The Company and its eleven independent wholly-owned community bank subsidiaries are exposed to certain risks. The following is a discussion of the most significant risks and uncertainties that may affect the Company’s business, financial condition and future results.

The continued challenging economic environment could have a material adverse effect on the Company’s future results of operations or market price of stock.

The national economy, and the financial services sector in particular, are still facing significant challenges. Substantially all of the Company’s loans are to businesses and individuals in Montana, Idaho, Wyoming, Utah, Colorado and Washington, markets facing many of the same challenges as the national economy, including elevated unemployment and declines in commercial and residential real estate. Although some economic indicators are improving both nationally and in the Company’s markets, unemployment remains high and there remains substantial uncertainty regarding when and how strongly a sustained economic recovery will occur. The inability of borrowers to repay loans can erode earnings by reducing net interest income and by requiring the Company to add to its allowance for loan and lease losses. While the Company cannot accurately predict how long these conditions may exist, the challenging economy could continue to present risks for some time for the industry and Company. A further deterioration in economic conditions in the nation as a whole or in the Company’s markets could result in the following consequences, any of which could have an adverse impact, which may be material, on the Company’s business, financial condition, results of operations and prospects, and could also cause the market price of the Company’s stock to decline:

	•		loan delinquencies may increase further;

	•		problem assets and foreclosures may increase further;

	•		collateral for loans made may decline further in value, in turn reducing customers’ borrowing power, reducing the value of assets and collateral associated with existing loans and increasing the potential severity of loss in the event of loan defaults;

	•		demand for banking products and services may decline; and

	•		low cost or non-interest bearing deposits may decrease.

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The allowance for loan and lease losses may not be adequate to cover actual loan losses, which could adversely affect earnings.

The Company maintains an ALLL in an amount that it believes is adequate to provide for losses in the loan portfolio. While the Company strives to carefully manage and monitor credit quality and to identify loans that may become non-performing, at any time there are loans included in the portfolio that will result in losses, but that have not been identified as non-performing or potential problem loans. By closely monitoring credit quality, the Company attempts to identify deteriorating loans before they become non-performing assets and adjust the ALLL accordingly. However, because future events are uncertain, and if difficult economic conditions continue or worsen, there may be loans that deteriorate to a non-performing status in an accelerated time frame. As a result, future additions to the ALLL may be necessary. Because the loan portfolio contains a number of loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in non-performing loans, requiring an increase to the ALLL. Additionally, future significant additions to the ALLL may be required based on changes in the mix of loans comprising the portfolio, changes in the financial condition of borrowers, which may result from changes in economic conditions, or changes in the assumptions used in determining the ALLL. Additionally, federal banking regulators, as an integral part of their supervisory function, periodically review the Company’s loan portfolio and the adequacy of the ALLL. These regulatory agencies may require the Company to recognize further loan loss provisions or charge-offs based upon their judgments, which may be different from the Company’s judgments. Any increase in the ALLL would have an adverse effect, which could be material, on the Company’s financial condition and results of operations.

The Company has a high concentration of loans secured by real estate, so any further deterioration in the real estate markets could require material increases in ALLL and adversely affect the Company’s financial condition and results of operations.

The Company has a high degree of concentration in loans secured by real estate. A sluggish recovery, or a continuation of the downturn in the economic conditions or real estate values of the Company’s market areas, could adversely impact borrowers’ ability to repay loans secured by real estate and the value of real estate collateral, thereby increasing the credit risk associated with the loan portfolio. The Company’s ability to recover on these loans by selling or disposing of the underlying real estate collateral is adversely impacted by declining real estate values, which increases the likelihood that the Company will suffer losses on defaulted loans secured by real estate beyond the amounts provided for in the ALLL. This, in turn, could require material increases in the ALLL which would adversely affect the Company’s financial condition and results of operations, perhaps materially.

There can be no assurance the Company will be able to continue paying dividends on the common stock at recent levels.

The ability to pay dividends on the Company’s common stock depends on a variety of factors. The Company paid dividends of $0.13 per share in each quarter of 2010 and the first two quarters of 2011. There can be no assurance that the Company will be able to continue paying quarterly dividends commensurate with recent levels. In that regard, the Federal Reserve now is requiring the Company to provide prior written notice and related information for staff review before declaring or paying dividends. In addition, current guidance from the Federal Reserve provides, among other things, that dividends per share generally should not exceed earnings per share. As a result, future dividends will depend on sufficient earnings to support them. Furthermore, the Company’s ability to pay dividends depends on the amount of dividends paid to the Company by its subsidiaries, which is also subject to government regulation, oversight and review. In addition, the ability of some of the bank subsidiaries to pay dividends to the Company is subject to prior regulatory approval.

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The Company may not be able to continue to grow organically or through acquisitions.

Historically, the Company has expanded through a combination of organic growth and acquisitions. If market and regulatory conditions remain challenging, the Company may be unable to grow organically or successfully complete potential future acquisitions. In particular, while the Company intends to focus any near-term acquisition efforts on FDIC-assisted transactions within its existing market areas, there can be no assurance that such opportunities will become available on terms that are acceptable to the Company. Furthermore, there can be no assurance that the Company can successfully complete such transactions, since they are subject to a formal bid process and regulatory review and approval.

The FDIC has increased insurance premiums to rebuild and maintain the federal deposit insurance fund and there may be additional future premium increases and special assessments.

In 2009, the FDIC imposed a special deposit insurance assessment of five basis points on all insured institutions, and also required insured institutions to prepay estimated quarterly risk-based assessments through 2012.

The Dodd-Frank Act established 1.35 percent as the minimum deposit insurance fund reserve ratio. The FDIC has determined that the fund reserve ratio should be 2.0 percent and has adopted a plan under which it will meet the statutory minimum fund reserve ratio of 1.35 percent by the statutory deadline of September 30, 2020. The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets less than $10 billion of the increase in the statutory minimum fund reserve ratio to 1.35 percent from the former statutory minimum of 1.15 percent. The FDIC has not announced how it will implement this offset or how larger institutions will be affected by it.

Despite the FDIC’s actions to restore the deposit insurance fund, the fund will suffer additional losses in the future due to failures of insured institutions. There can be no assurance that there will not be additional significant deposit insurance premium increases, special assessments or prepayments in order to restore the insurance fund’s reserve ratio. Any significant premium increases or special assessments could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s loan portfolio mix increases the exposure to credit risks tied to deteriorating conditions.

The loan portfolio contains a high percentage of commercial, commercial real estate, real estate acquisition and development loans in relation to the total loans and total assets. These types of loans have historically been viewed as having more risk of default than residential real estate loans or certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks of its concern about banks with a heavy concentration of commercial real estate loans. These types of loans also typically are larger than residential real estate loans and other commercial loans. Because the Company’s loan portfolio contains a significant number of commercial and commercial real estate loans with relatively large balances, the deterioration of one or more of these loans may cause a significant increase in non-performing loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, or an increase in loan charge-offs, which could have a material adverse impact on results of operations and financial condition.

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Non-performing assets have increased and could continue to increase, which could adversely affect the Company’s results of operations and financial condition.

Non-performing assets (which include foreclosed real estate) adversely affect the Company’s net income and financial condition in various ways. The Company does not record interest income on non-accrual loans or other real estate owned, thereby adversely affecting its income. When the Company takes collateral in foreclosures and similar proceedings, it is required to mark the related asset to the then fair market value of the collateral, less estimated cost to sell, which may result in a charge-off of the value of the asset and lead the Company to increase the provision for loan losses. An increase in the level of non-performing assets also increases the Company’s risk profile and may impact the capital levels its regulators believe are appropriate in light of such risks. Continued decreases in the value of these assets, or the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond the Company’s control, could adversely affect the Company’s business, results of operations and financial condition, perhaps materially. In addition to the carrying costs to maintain other real estate owned, the resolution of non-performing assets increases the Company’s loan administration costs generally, and requires significant commitments of time from management and the Company’s directors, which reduces the time they have to focus on growing the Company’s business. There can be no assurance that the Company will not experience further increases in non-performing assets in the future.

A decline in the fair value of the Company’s investment portfolio could adversely affect earnings.

The fair value of the Company’s investment securities could decline as a result of factors including changes in market interest rates, credit quality and ratings, lack of market liquidity and other economic conditions. Investment securities are impaired if the fair value of the security is less than the carrying value. When a security is impaired, the Company determines whether impairment is temporary or other-than-temporary. If an impairment is determined to be other-than temporary, an impairment loss is recognized by reducing the amortized cost only for the credit loss associated with an other-than-temporary loss with a corresponding charge to earnings for a like amount. Any such impairment charge would have an adverse effect, which could be material, on the Company’s results of operations and financial condition.

Fluctuating interest rates can adversely affect profitability.

The Company’s profitability is dependent to a large extent upon net interest income, which is the difference (or “spread”) between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings, and other interest-bearing liabilities. Because of the differences in maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect the Company’s interest rate spread, and, in turn, profitability. The Company seeks to manage its interest rate risk within well established guidelines. Generally, the Company seeks an asset and liability structure that insulates net interest income from large deviations attributable to changes in market rates. However, the Company’s structures and practices to manage interest rate risk may not be effective in a highly volatile rate environment.

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If the goodwill recorded in connection with acquisitions becomes impaired, it could have an adverse impact on earnings and capital.

Accounting standards require that the Company account for acquisitions using the acquisition method of accounting. Under acquisition accounting, if the purchase price of an acquired company exceeds the fair value of its net assets, the excess is carried on the acquirer’s balance sheet as goodwill. In accordance with generally accepted accounting principles in the United States of America, goodwill is not amortized but rather is evaluated for impairment on an annual basis or more frequently if events or circumstances indicate that a potential impairment exists. Although the Company has not incurred an impairment of goodwill, there can be no assurance that future evaluations of goodwill will not result in findings of impairment and write-downs, which could be material. An impairment of goodwill could have a material adverse effect on the Company’s business, financial condition and results of operations. Furthermore, an impairment of goodwill could subject the Company to regulatory limitations, including the ability to pay dividends on common stock.

Growth through future acquisitions could, in some circumstances, adversely affect profitability or other performance measures.

The Company has in recent years acquired other financial institutions. The Company may in the future engage in selected acquisitions of additional financial institutions, including transactions that may receive assistance from the FDIC, although there can be no assurance that the Company will be able to successfully complete any such transactions. There are risks associated with any such acquisitions that could adversely affect profitability and other performance measures. These risks include, among other things, incorrectly assessing the asset quality of a financial institution being acquired, encountering greater than anticipated cost of integrating acquired businesses into the Company’s operations, and being unable to profitably deploy funds acquired in an acquisition. The Company cannot provide any assurance as to the extent to which the Company can continue to grow through acquisitions or the impact of such acquisitions on the Company’s operating results or financial condition.

The Company anticipates that it might issue capital stock in connection with future acquisitions. Acquisitions and related issuances of stock may have a dilutive effect on earnings per share and the percentage ownership of current shareholders.

A tightening of the credit markets may make it difficult to obtain adequate funding for loan growth, which could adversely affect earnings.

A tightening of the credit markets and the inability to obtain or retain adequate funds for continued loan growth at an acceptable cost may negatively affect the Company’s asset growth and liquidity position and, therefore, earnings capability. In addition to core deposit growth, maturity of investment securities and loan payments, the Company also relies on alternative funding sources through correspondent banking, and borrowing lines with the FRB and FHLB to fund loans. In the event the current economic downturn continues, particularly in the housing market, these resources could be negatively affected, both as to price and availability, which would limit and or raise the cost of the funds available to the Company.

The Company may pursue additional capital in the future, which could dilute the holders of the Company’s outstanding common stock and may adversely affect the market price of common stock.

In the current economic environment, the Company believes it is prudent to consider alternatives for raising capital when opportunities to raise capital at attractive prices present themselves, in order to further strengthen the Company’s capital and better position itself to take advantage of opportunities that may arise in the future. Such alternatives may include issuance and sale of common or preferred stock or borrowings by the Company, with proceeds contributed to the bank subsidiaries. Any such capital raising alternatives could dilute the holders of the Company’s outstanding common stock, and may adversely affect the market price of the Company’s common stock and performance measures such as earnings per share.

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Business would be harmed if the Company lost the services of any of the senior management team.

The Company believes its success to date has been substantially dependent on its Chief Executive Officer and other members of the executive management team, and on the Presidents of its bank subsidiaries. The loss of any of these persons could have an adverse effect on the Company’s business and future growth prospects.

Competition in the Company’s market areas may limit future success.

Commercial banking is a highly competitive business. The Company competes with other commercial banks, savings and loan associations, credit unions, finance, insurance and other non-depository companies operating in its market areas. The Company is subject to substantial competition for loans and deposits from other financial institutions. Some of its competitors are not subject to the same degree of regulation and restriction as the Company. Some of the Company’s competitors have greater financial resources than the Company. If the Company is unable to effectively compete in its market areas, the Company’s business, results of operations and prospects could be adversely affected.

The Company operates in a highly regulated environment and changes of or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect the Company.

The Company is subject to extensive regulation, supervision and examination by federal and state banking authorities. In addition, as a publicly-traded company, the Company is subject to regulation by the Securities and Exchange Commission. Any change in applicable regulations or federal, state or local legislation or in policies or interpretations or regulatory approaches to compliance and enforcement, income tax laws and accounting principles could have a substantial impact on the Company and its operations. Changes in laws and regulations may also increase expenses by imposing additional fees or taxes or restrictions on operations. Additional legislation and regulations that could significantly affect powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on the Company’s financial condition and results of operations. Failure to appropriately comply with any such laws, regulations or principles could result in sanctions by regulatory agencies or damage to the Company’s reputation, all of which could adversely affect the Company’s business, financial condition or results of operations.

In that regard, sweeping financial regulatory reform legislation was enacted in July 2010. Among other provisions, the new legislation 1) creates a new Bureau of Consumer Financial Protection with broad powers to regulate consumer financial products such as credit cards and mortgages, 2) creates a Financial Stability Oversight Council comprised of the heads of other regulatory agencies, 3) will lead to new capital requirements from federal banking agencies, 4) places new limits on electronic debt card interchange fees, and 5) requires the Securities and Exchange Commission and national stock exchanges to adopt significant new corporate governance and executive compensation reforms. The new legislation and regulations are expected to increase the overall costs of regulatory compliance.

Further, regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws or regulations by financial institutions and holding companies in the performance of their supervisory and enforcement duties. Recently, these powers have been utilized more frequently due to the serious national, regional and local economic conditions the Company is facing. The exercise of regulatory authority may have a negative impact on the Company’s financial condition and results of operations. Additionally, the Company’s business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies, including the Federal Reserve Board.

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The Company cannot accurately predict the full effects of recent legislation or the various other governmental, regulatory, monetary and fiscal initiatives which have been and may be enacted on the financial markets, on the Company and on its bank subsidiaries. The terms and costs of these activities, or the failure of these actions to help stabilize the financial markets, asset prices, market liquidity and a continuation or worsening of current financial market and economic conditions could materially and adversely affect the Company’s business, financial condition, results of operations, and the trading price of the Company’s common stock.

The Company has various anti-takeover measures that could impede a takeover.

The Company’s articles of incorporation include certain provisions that could make more difficult the acquisition of the Company by means of a tender offer, a proxy contest, merger or otherwise. These provisions include a requirement that any “Business Combination” (as defined in the articles of incorporation) be approved by at least 80 percent of the voting power of the then-outstanding shares, unless it is either approved by the Board of Directors or certain price and procedural requirements are satisfied. In addition, the authorization of preferred stock, which is intended primarily as a financing tool and not as a defensive measure against takeovers, may potentially be used by management to make more difficult uninvited attempts to acquire control of the Company. These provisions may have the effect of lengthening the time required for a person to acquire control of the Company through a tender offer, proxy contest or otherwise, and may deter any potentially unfriendly offers or other efforts to obtain control of the Company. This could deprive the Company’s shareholders of opportunities to realize a premium for their Glacier Bancorp, Inc. common stock, even in circumstances where such action is favored by a majority of the Company’s shareholders.

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

	(a)		Not Applicable

	(b)		Not Applicable

	(c)		Not Applicable

ITEM 3. Defaults upon Senior Securities

	(a)		Not Applicable

	(b)		Not Applicable

ITEM 5. Other Information

	(a)		Not Applicable

	(b)		Not Applicable

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ITEM 6. Exhibits


Exhibit 31.1	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes — Oxley Act of 2002

Exhibit 31.2	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes — Oxley Act of 2002

Exhibit 32	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes — Oxley Act of 2002

Exhibit 101	—	The following financial information from Glacier Bancorp, Inc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.

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.


	GLACIER BANCORP, INC.
August 8, 2011	/s/ Michael J. Blodnick
	Michael J. Blodnick
	President/CEO


August 8, 2011	/s/ Ron J. Copher
	Ron J. Copher
	Senior Vice President/CFO

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Glacier Bancorp - 10-Q quarterly report FY2011 Q2

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