SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 25, 2010
By U.S. Mail and Facsimile to: (406) 751-4729

Ron J. Copher    Senior Vice President and CFO Glacier Bancorp, Inc. 49 Commons Loop Kalispell, MT 59901
Re: Glacier Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for the Quarterly Period Ended March 31, 2010 File No. 000-18911

Dear Mr. Copher:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2009

Business Section, Lending Activity

Non-performing loans and real estate owned, page 17

1. We note that 85% and 10% of total $ 198.3 million of non-accrual loans as of
December 31, 2009 in the table on page 17 (as revised on page 18 of the Form 10-K/A) were commercial loans and real estate loans, resp ectively.  We also note that
58% and 31% of charge-offs in 2009 were related to commercial and residential
real estate loans.  Please tell us as of  March 31, 2010, and revi se this section in
future filings to provide the following disclosure:

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 2

• Disclose the dollar amount, extent of collateralization and date of the most
recent appraisals for the largest indi vidual nonaccrual and/or impaired loans
commercial and real estate loans.

• State, if applicable, the dollar amount of multiple nonaccrual and/or impaired
loans issued to a single or re lated party group of borrowers.

• Disclose the dollar amount of nonaccrual  and/or impaired lo ans that have had
partial charge-offs recorded during the period for which you continue to have
concerns as to the collectability of the remaining loan balance.

• Disclose any restructured loans issued  to single borrowers or related party
groups that are currently in  nonaccrual status or that  have been charged-off
through March 31, 2010, but which continue  to have other loans that are
currently recorded on accrual status.
 2. We refer to the last paragraph on page 18 that states most of the non-performing
loans are secured by real estate a nd management believes the underlying
collateral is adequate to minimize significan t charge-offs or loss, based on current
information available, including appraisals where appropriate.   We also refer to
similar disclosure in the “Credit Qu ality Summary” section on page 44.
Considering $188.4 million or 95% of your non-performing loans as of December
31, 2009 are collateral-dependent  residential real estate  and commercial loans,
please tell us and in future filings revise this section to include the following disclosure:

• Describe the nature of the current in formation available that is used by
management, other than appraisals, to determine the adequacy of the fair
value of the underlying collateral.    Discuss the basis for using this
information instead of, or in addition to, the appraised value of the properties.
• Considering you state appraisals are used  “where appropriate”, please describe
specific situations in which the Company has determined that appraisals would not be appropriate for determin ing the fair value of the underlying
collateral and what other alternative valuation methods were used.

• In situations where you do not use exte rnal appraisals to fair value the
underlying collateral of impaired loans, please provide us with a comprehensive discussion of the   process and procedures you have in place for estimating the fair value of th e collateral for these loans.

• Expand your discussion regarding your  methodology for determining fair

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 3

value based on external appraisa ls to include the following:

o State how and when you obtain external  appraisals and how this impacts
the amount and timing of your quart erly and annual periodic loan
provision(s) and charge-offs.

o Describe the typical timing surroundi ng the recognition of a collateral
dependent loan as non-performing and impaired, when you order and
receive an appraisal, and the subsequent recognition of any provision or
related charge-off.  Tell us if there have been any significant time lapses
during this process.
o Discuss any situations where you have charged-off an amount different from what was determined to be th e fair value of the collateral as
presented in the appraisal for any period presented.  If so, please tell us the
amount of the difference and corresp onding reasons for the difference, as
applicable.
 3. We refer to the second paragraph on page 19 that states the combined total of lot
acquisition loans, other construction a nd land acquisition and development loans
was $883 million or 21% of total loans as  of December 31, 2009.  Please tell us
and revise future filings to reconcile this amount with the $673.3 million balance
as of December 31, 2009 in the table tit led “Land, Lot and other Construction
loans by Bank” on page 14.
 4. In light of the significant amount of construction and ADC loans in your loan
portfolio as of December 31, 2009, please te ll us and revise future filings, as
appropriate, to provide the following info rmation regarding the use of interest
reserves on these types of loans:

• Discuss the significant accounting policie s related to the use of loan-funded
interest reserves, including the terms for advancing funds as interest reserves
and how you account for interest charges paid with the funds advanced.

• Describe how you subsequently account  for interest reserves when the
collectability of the loan with the interest reserve is not reasonably assured, such as when ADC loans or constr uction loans become non-performing.

• Describe your underwriting process for loans with interest reserves, and
disclose any specific differences in how they are underwritten as compared to
loans that do not have interest reserves.
• Describe how you monitor the completion state of projects financed through
loans with interest reserves to ensure it is proper to continue capitalizing

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 4

interest on the loan.

• State the amount of loans with interest reserves as of December 31, 2009 and
any material increases in loan principal and interest reserve in subsequent periods.
• State the extent of any loans with inte rest reserve that have been extended,
renewed or restructured and for which the Company has continued to provide
interest reserves to keep the credit facility current.
• Describe the number and dollar amount of construc tion loans with interest
reserves that are current ly non-performing or which are potential problem
loans.
 5. We refer to the table of changes in real  estate and other assets on page 19 that
shows an increase of $45.7 million or 394% to $57.3 million as of December 31, 2009, as compared to $11.6 million in 2008. Plea se tell us and revise this section
in future filings to disclose the following information:

• Provide a summary of the acquisition co st for each major type of collateral
acquired as of December 31, 2009 cons idering the $72 million of properties
transferred into other real estate owned in 2009.
• Describe the major loan types and book value related to the collateral acquired
in foreclosure.
• Provide a breakdown of the $28.6 million reduction in 2009 between sales of
properties and write-downs due to subsequent impairments.

• Disclose the reasons for any material wr ite-downs recorded in 2009 and if this
is indicative of a trend which is likely to  affect the future operating results of
the Company.
• Describe the basis used to determine th e fair value of th e properties on the
date of transfer and any subsequent estim ated losses of net realizable value.

• Discuss management’s plans to dispose of these properties.
 6. Please tell us and revise this section in future filings, to describe for the most
recent period reported, in addition to currently non-performing loans, the nature and extent of any potential problem loans for which the Company has concerns as to their ability to comply with curren t loan repayment terms.  Refer to the
disclosure requirements of Item III.C.2 of Industry Guide 3.

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 5

7. Reconcile the total impaired loan s of $218.7 million and $79.9 million in 2009
and 2008, respectively, described in the first paragraph on page 19 with total non-accrual loans of $198.3 million and $64.3 million for those years in the table of
non-performing assets on page 17.
 8. We refer to the second paragraph on page 19 that states the Company had
troubled debt restructured loans for $64.6 million as of December 31, 2009 which are all in non-accrual status.  We also  note related disclosure on page 76 that
states troubled debt restructurings ch arged off in 2009 were $7.8 million.  Please
revise this section to provide the following information with respect to restructured commercial real estate loans as of December 31, 2009:

• Discuss the types of loan modifications made to these restructured loans and
the terms of the restructuring.
• Tell us whether you have any commercial loans that have repayment dates
extended at or near the original ma turity date and which you have not
classified as impaired, for reasons such as the existence of personal
guarantees.   If so, revise this section to discus s the following:

o The types of repayment extensions being made including the duration of
the extension period.
o The loan terms that have been adjusted from the original terms.
o Whether these loans are collateral depende nt and, if so, the nature of the
underlying collateral and the latest appraisal date.
 9. Revise this section to disclose whether any commercial real estate that were restructured resulted in the creation of multiple new loans (i.e., Note A, Note B
structure).  If so, please revi se this section to include the following information:

• Disclose the total dollar amount of loans that were restructured  using this type
of workout strategy.
• Discuss the benefits to the Company for using this strategy including the
impact on interest income and credit classification.
• Disclose the terms of the new loans, including how Notes A and B differ and
whether Note A is underwritten in accordance with your customary standards
and at current market rates.
• Clarify if Note B is immediately ch arged-offs upon restructuring.  If not,
discuss whether you combine the restruct ured notes in your evaluation as to
whether the notes should be returned to accrual status.
• Confirm that Note A is classified  as a TDR and explain your accounting
policies for removing these loans from TDR classification.

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 6

• Discuss your policies for returning Note  A to accrual status, including how
you consider the borrowers’ payment perf ormance prior to the restructuring.

Allowance for loan and lease losses, page 20

 10. We refer to the first paragraph on page 22 that states the incr ease in the allowance
for loan losses was basically due to the increase in non-performing loans since
December 31, 2008 and downturns in the gl obal, national and local economies.
We also note your refer to general fact ors such as loan portfolio growth,
composition, average loan size, credit quality considerations and other
environmental factors that will conti nue to determine the level of provision
expense.  Please tell us and in future f ilings expand your discussion of the factors
that influenced management’s evaluation of the provision and allowance for loans
losses in 2009:

• Disclose the specific, general and un allocated components of the allowance
for loan losses and how they were determined.
• Discuss how you determined the specific valuation allowance of $19.8 million or 9% of impaired loans tota ling $218.7 million. Refer to the “Non-
performing loans and real estate owned” section in the first paragraph on page
19.
• Explain what were the specific change s in the global, national and local
economies that affected your allowance for loan losses.   Discuss how you
factored into your allowance methodology the effects of recent decreases in
the fair value of the underlying collateral of the loans and regional increases in unemployment.
• Discuss how you considered the material  credit risk related to construction
loans and ADC loans that are dependent on future cash flows.  We note the Company had land lot loans, constr uction loans and land acquisition and
development loans totaling $883 million or  21% of total loans as of December
31, 2009.  Refer to the second paragraph of the “Non-performing loans and real estate owned” section on page 19.
• Discuss how you considered in your  anal ysis of the allowance for loan losses
the following:

o The allowance as a percentage of non-performing loans decreased to 70%
in 2009 as compared to 105% in 2008.
o Impaired loans as a percent of total loans increased to 5.93% in 2009 as

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 7

compared to 2.0% in 2008.

o Nonperforming loans as a pe rcent of total lo an increased to  4.93% in 2009
as compared to 1.76% in 2008.
o  The allowance for loan losses as a percent of gross loans increased to
3.46% in 2009 as compared to 1.86% in 2008.
 Financial Statements for the period ended December 31, 2009

 Note 1, Summary of Significant Accounting Policies, page 64

 Note 1, I, Temporary Versus Other- Than-Temporary Impairments, page 67

 11. Please tell us and in future filings revi se this footnote to include the methodology
for determining other-than-temporary impairments based on the amended guidance in FASB ASC 320, Investments, De bt and Equity Instruments effective
in June 2009.   Discuss the accounting for the non-credit portion of the other-than-temporary loss recorded in other comp rehensive income, based on the revised
intent to hold the security criteria that consider whether it is more likely than not
that the Company will be required to sell the security before recovery of its
amortized cost basis.
 Note 3, Investment Securities, Available-for-sale securities, page 70

 12. We refer to the summary on page 72 of i nvestments in an unrealized loss position
at December 31, 2009 that shows unreali zed losses of $12.3 million with a
duration of twelve months or more related to residential mortgage backed securities with a fair va lue of $39.8 million.  We also  note you state on page 74
that these losses relate to 39 securities of whic h 13 are non-guaranteed non-
Agency CMOs with an aggregate loss of $12.3 million.    Please tell us and revise
this section in future filings to include  the following information regarding your
investments in CMOs:

• Describe the analysis performed by th e Company to conclude that these
securities had no other-than-temporar y impairments as of December 31, 2009
taking into consideratio n, among other factors:
 o The non-guaranteed classification of the CMOs
o The credit rating classification of  the seniority of the CMOs,
o The degrees of subordination within the tranches in which the Company
has invested
o Payment, deferral and default information and
o The severity and durat ion of the loss.

Ron J. Copher
Glacier Bancorp, Inc. June 25, 2010 Page 8

• Refer in your response to th e fact that seven of the tranches are collateralized
by Alt-A residential mortgage loans as st ated in the last paragraph on page 54
of the “Critical Accounting Poli