Northwest Bancshares, Inc. (Form: 10-Q, Received: 08/09/2017 16:06:26)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2017

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 001-34582

NORTHWEST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)



Maryland		27-0950358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Liberty Street, Warren, Pennsylvania		16365
(Address of principal executive offices)		(Zip Code)

(814) 726-2140

(Registrant’s telephone number, including area code)

(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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

x Large accelerated filer o Accelerated filer

o Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company

o Emerging growth company

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

Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock ($0.01 par value) 102,494,924 shares outstanding as of July 31, 2017

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NORTHWEST BANCSHARES, INC.

INDEX



		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of June 30, 2017 and December 31, 2016 (Unaudited)	1

	Consolidated Statements of Income for the quarter and six months ended ended June 30, 2017 and 2016 (Unaudited)	2

	Consolidated Statements of Comprehensive Income for the quarter and six months ended June 30, 2017 and 2016 (Unaudited)	3

	Consolidated Statements of Changes in Shareholders’ Equity for the quarter ended June 30, 2017 and 2016 (Unaudited)	4

	Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2017 and 2016 (Unaudited)	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	62

Item 4.	Controls and Procedures	64

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	64

Item 1A.	Risk Factors	64

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64

Item 3.	Defaults Upon Senior Securities	65

Item 4.	Mine Safety Disclosures	65

Item 5.	Other information	65

Item 6.	Exhibits	65

	Signature	66

	Certifications

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ITEM 1. FINANCIAL STATEMENTS

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except share data)



	June 30, 2017			December 31, 2016
Assets
Cash and due from banks	$	111,772		119,403
Interest-earning deposits in other financial institutions	44,355			266,902
Federal funds sold and other short-term investments	640			3,562
Marketable securities available-for-sale (amortized cost of $949,161 and $825,552)	952,802			826,200
Marketable securities held-to-maturity (fair value of $36,560 and $20,426)	36,206			19,978
Total cash and investments	1,145,775			1,236,045

Personal Banking loans:
Residential mortgage loans held-for-sale	10,297			9,625
Residential mortgage loans	2,740,174			2,705,139
Home equity loans	1,301,032			1,328,772
Consumer loans	658,125			642,961
Total Personal Banking loans	4,709,628			4,686,497
Commercial Banking loans:
Commercial real estate loans	2,396,663			2,342,089
Commercial loans	580,446			528,761
Total Commercial Banking loans	2,977,109			2,870,850
Total loans	7,686,737			7,557,347
Allowance for loan losses	(62,885		)	(60,939	)
Total loans, net	7,623,852			7,496,408

Assets held-for-sale	—			152,528
Federal Home Loan Bank stock, at cost	8,142			7,390
Accrued interest receivable	21,667			21,699
Real estate owned, net	6,030			4,889
Premises and equipment, net	154,785			161,185
Bank owned life insurance	172,023			171,449
Goodwill	307,420			307,420
Other intangible assets	28,935			32,433
Other assets	30,381			32,194
Total assets	$	9,499,010		9,623,640

Liabilities and Shareholders’ Equity
Liabilities:
Noninterest-bearing checking deposits	$	1,577,562		1,448,972
Interest-bearing checking deposits	1,440,196			1,428,317
Money market deposit accounts	1,800,261			1,841,567
Savings deposits	1,685,282			1,622,879
Time deposits	1,467,946			1,540,586
Total deposits	7,971,247			7,882,321

Liabilities held-for-sale	—			215,657
Borrowed funds	110,441			142,899
Junior subordinated deferrable interest debentures held by trusts that issued guaranteed capital debt securities	111,213			111,213
Advances by borrowers for taxes and insurance	48,446			36,879
Accrued interest payable	530			635
Other liabilities	60,203			63,373
Total liabilities	8,302,080			8,452,977

Shareholders’ equity:
Preferred stock, $0.01 par value: 50,000,000 authorized, no shares issued	—			—
Common stock, $0.01 par value: 500,000,000 shares authorized, 102,478,146 and 101,699,406 shares issued, respectively	1,025			1,017
Paid-in capital	726,036			718,834
Retained earnings	495,017			478,803
Accumulated other comprehensive loss	(25,148		)	(27,991	)
Total shareholders’ equity	1,196,930			1,170,663
Total liabilities and shareholders’ equity	$	9,499,010		9,623,640

See accompanying notes to unaudited consolidated financial statements

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except per share data)



	Quarter ended June 30,					Six Months Ended June 30,
	2017			2016		2017		2016
Interest income:
Loans receivable	$	84,714		81,506		167,465		162,287
Mortgage-backed securities	2,987			2,115		5,209		4,344
Taxable investment securities	981			756		1,987		1,794
Tax-free investment securities	529			707		1,098		1,431
FHLB dividends	50			401		109		868
Interest-earning deposits	536			70		1,196		129
Total interest income	89,797			85,555		177,064		170,853
Interest expense:
Deposits	5,826			5,865		11,291		11,953
Borrowed funds	1,240			4,143		2,465		11,801
Total interest expense	7,066			10,008		13,756		23,754
Net interest income	82,731			75,547		163,308		147,099
Provision for loan losses	5,562			4,199		10,199		5,859
Net interest income after provision for loan losses	77,169			71,348		153,109		141,240
Noninterest income:
Gain on sale of investments	3			227		20		354
Service charges and fees	12,749			10,630		24,466		20,695
Trust and other financial services income	4,600			3,277		8,904		6,538
Insurance commission income	2,353			2,768		5,147		5,482
Gain/ (loss) on real estate owned, net	(230		)	111		(297	)	360
Income from bank owned life insurance	1,652			1,105		2,720		2,700
Mortgage banking income	434			446		674		664
Gain on sale of offices	17,186			—		17,186		—
Other operating income	2,730			1,711		4,161		2,930
Total noninterest income	41,477			20,275		62,981		39,723
Noninterest expense:
Compensation and employee benefits	37,658			33,210		75,413		66,243
Premises and occupancy costs	7,103			6,275		14,619		12,812
Office operations	4,170			3,343		8,392		6,803
Collections expense	553			729		1,102		1,405
Processing expenses	9,639			8,172		19,548		16,586
Marketing expenses	2,846			2,541		4,994		4,432
Federal deposit insurance premiums	856			1,442		2,023		2,945
Professional services	2,452			2,129		5,027		3,962
Amortization of intangible assets	1,749			710		3,498		1,385
Real estate owned expense	217			295		499		606
Restructuring/ acquisition expense	2,634			3,386		2,857		4,021
FHLB prepayment penalty	—			36,978		—		36,978
Other expenses	3,385			2,912		6,936		7,219
Total noninterest expense	73,262			102,122		144,908		165,397
Income before income taxes	45,384			(10,499	)	71,182		15,566
Federal and state income taxes expense/ (benefit)	14,402			(3,491	)	22,454		4,590
Net income/ (loss)	$	30,982		(7,008	)	48,728		10,976
Basic earnings per share	$	0.31		(0.07	)	0.48		0.11
Diluted earnings per share	$	0.30		(0.07	)	0.48		0.11

See accompanying notes to unaudited consolidated financial statements

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)



	Quarter ended June 30,					Six Months Ended June 30,
	2017			2016		2017		2016
Net income/ (loss)	$	30,982		(7,008	)	48,728		10,976
Other comprehensive income net of tax:
Net unrealized holding gains on marketable securities:
Unrealized holding gains net of tax of $(845), $(659), $(1,159), and $(2,879), respectively	1,290			1,027		1,948		4,502
Reclassification adjustment for (gains)/ losses included in net income, net of tax of $39, $(14), $47, and $(25), respectively	(56		)	22		(67	)	39
Net unrealized holding gains on marketable securities	1,234			1,049		1,881		4,541

Change in fair value of interest rate swaps, net of tax of $(118), $(90), $(281), and $(14), respectively	218			166		521		26

Defined benefit plan:
Reclassification adjustment for prior period service costs included in net income, net of tax of $(154), $(144), $(307), and $(288), respectively	221			226		441		451

Other comprehensive income	1,673			1,441		2,843		5,018

Total comprehensive income/ (loss)	$	32,655		(5,567	)	51,571		15,994

See accompanying notes to unaudited consolidated financial statements

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(dollars in thousands, expect share data)

Quarter ended June 30, 2016



							Accumulated Other		Unallocated		Total
	Common Stock			Paid-in	Retained		Comprehensive		common stock		Shareholders’
	Shares	Amount		Capital	Earnings		Income/ (Loss)		of ESOP		Equity
Balance at March 31, 2016	101,848,509	$	1,018	718,027	492,316		(20,958	)	(19,815	)	1,170,588

Comprehensive income:
Net loss	—	—		—	(7,008	)	—		—		(7,008	)

Other comprehensive income, net of tax of $(907)	—	—		—	—		1,441		—		1,441

Total comprehensive income/(loss)	—	—		—	(7,008	)	1,441		—		(5,567	)

Exercise of stock options	300,721	4		3,262	—		—		—		3,266

Stock-based compensation expense, including tax benefit of $187	323,717	3		1,691	—		—		445		2,139

Dividends paid ($0.15 per share)	—	—		—	(14,971	)	—		—		(14,971	)

Balance at June 30, 2016	102,472,947	$	1,025	722,980	470,337		(19,517	)	(19,370	)	1,155,455

Quarter ended June 30, 2017



							Accumulated Other		Total
	Common Stock			Paid-in	Retained		Comprehensive		Shareholders’
	Shares	Amount		Capital	Earnings		Income/ (Loss)		Equity
Balance at March 31, 2017	101,987,942	$	1,020	723,055	480,309		(26,821	)	1,177,563

Comprehensive income:
Net income	—	—		—	30,982		—		30,982

Other comprehensive income, net of tax of $(1,078)	—	—		—	—		1,673		1,673

Total comprehensive income	—	—		—	30,982		1,673		32,655

Exercise of stock options	112,154	1		1,275	—		—		1,276

Stock-based compensation expense	378,050	4		1,706	—		—		1,710

Dividends paid ($0.16 per share)	—	—		—	(16,274	)	—		(16,274	)

Balance at June 30, 2017	102,478,146	$	1,025	726,036	495,017		(25,148	)	1,196,930

See accompanying notes to unaudited consolidated financial statements

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(dollars in thousands, expect share data)

Six Months Ended June 30, 2016



											Accumulated Other		Unallocated		Total
	Common Stock						Paid-in		Retained		Comprehensive		common stock		Shareholders’
	Shares			Amount			Capital		Earnings		Income/ (Loss)		of ESOP		Equity
Beginning balance at December 31, 2015	$	101,871,737		$	1,019		717,603		489,292		(24,535	)	(20,216	)	1,163,163

Comprehensive income:
Net income	—			—			—		10,976		—		—		10,976

Other comprehensive income, net of tax of $(3,206)	—			—			—		—		5,018		—		5,018

Total comprehensive income	—			—			—		10,976		5,018		—		15,994

Exercise of stock options	423,393			5			4,578		—		—		—		4,583

Stock-based compensation expense, including tax benefit of $206	323,717			3			2,549		—		—		846		3,398

Share repurchases	(145,900		)	(2		)	(1,750	)	—		—		—		(1,752	)

Dividends paid ($0.30 per share)	—			—			—		(29,931	)	—		—		(29,931	)

Ending balance at June 30, 2016	102,472,947			$	1,025		722,980		470,337		(19,517	)	(19,370	)	1,155,455

Six Months Ended June 30, 2017



							Accumulated Other		Total
	Common Stock			Paid-in	Retained		Comprehensive		Shareholders’
	Shares	Amount		Capital	Earnings		Income/ (Loss)		Equity
Beginning balance at December 31, 2016	101,699,406	$	1,017	718,834	478,803		(27,991	)	1,170,663

Comprehensive income:
Net income	—	—		—	48,728		—		48,728

Other comprehensive income, net of tax of $(1,700)	—	—		—	—		2,843		2,843

Total comprehensive income	—	—		—	48,728		2,843		51,571

Exercise of stock options	400,690	4		4,578	—		—		4,582

Stock-based compensation expense	378,050	4		2,624	—		—		2,628

Share repurchases	—	—		—	—		—		—

Dividends paid ($0.32 per share)	—	—		—	(32,514	)	—		(32,514	)

Ending balance at June 30, 2017	102,478,146	$	1,025	726,036	495,017		(25,148	)	1,196,930

See accompanying notes to unaudited consolidated financial statements

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)



	Six Months Ended June 30,
	2017			2016
OPERATING ACTIVITIES:
Net Income	$	48,728		10,976
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	10,199			5,859
Net gain on sale of assets	(361		)	(2,127	)
Net gain on sale of offices	(17,186		)	—
Net depreciation, amortization and accretion	8,115			5,332
Decrease in other assets	20,922			23,505
Increase/ (decrease) in other liabilities	(1,734		)	2,284
Net amortization on marketable securities	1,050			1,035
Noncash write-down of real estate owned	719			927
FHLB prepayment penalty	—			24,520
Deferred income tax benefit	—			(650	)
Origination of loans held for sale	(37,613		)	(114,140	)
Proceeds from sale of loans held for sale	37,199			74,042
Noncash compensation expense related to stock benefit plans	2,628			3,192
Net cash provided by operating activities	72,666			34,755

INVESTING ACTIVITIES:
Purchase of marketable securities held-to-maturity	(23,621		)	—
Purchase of marketable securities available-for-sale	(208,850		)	(2,000	)
Proceeds from maturities and principal reductions of marketable securities held-to-maturity	7,385			6,544
Proceeds from maturities and principal reductions of marketable securities available-for-sale	64,741			177,781
Proceeds from sale of marketable securities available-for-sale	19,478			91
Loan originations	(1,337,829		)	(1,221,930	)
Proceeds from loan maturities and principal reductions	1,346,050			1,182,305
Net (purchase)/ sale of Federal Home Loan Bank stock	(752		)	582
Proceeds from sale of real estate owned	2,372			5,989
Sale of real estate owned for investment, net	304			304
Net (purchase)/ disposal of premises and equipment	502			(8,235	)
Acquisitions, net of cash received	—			(684	)
Net cash provided by/ (used in) investing activities	(130,220		)	140,747

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)

(in thousands)



	Six Months Ended June 30,
	2017			2016
FINANCING ACTIVITIES:
Increase/ (decrease) in deposits, net	$	(126,723	)	23,420
Repayments of long-term borrowings, including prepayment penalty	—			(774,546	)
Net increase/ (decrease) in short-term borrowings	(32,458		)	734,988
Increase in advances by borrowers for taxes and insurance	11,567			11,553
Cash dividends paid	(32,514		)	(29,931	)
Purchase of common stock for retirement	—			(1,752	)
Proceeds from stock options exercised	4,582			4,583
Excess tax benefit from stock-based compensation	—			206
Net cash used in financing activities	(175,546		)	(31,479	)

Net increase/ (decrease) in cash and cash equivalents	$	(233,100	)	144,023

Cash and cash equivalents at beginning of period	$	389,867		167,408
Net increase/ (decrease) in cash and cash equivalents	(233,100		)	144,023
Cash and cash equivalents at end of period	$	156,767		311,431

Cash and cash equivalents:
Cash and due from banks	$	111,772		87,711
Interest-earning deposits in other financial institutions	44,355			223,084
Federal funds sold and other short-term investments	640			636
Total cash and cash equivalents	$	156,767		311,431

Cash paid during the period for:
Interest on deposits and borrowings (including interest credited to deposit accounts of $11,028 and $11,335, respectively)	$	13,869		25,010
Income taxes	$	9,805		1,502

Business acquisitions:
Fair value of assets acquired, excluding cash received	$	—		810
Cash paid, net	—			(684	)
Liabilities assumed	$	—		126

Non-cash activities:
Loans foreclosures and repossessions	$	5,062		1,854
Sale of real estate owned financed by the Company	$	168		1,260

See accompanying notes to unaudited consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Unaudited


(1)	Basis of Presentation and Informational Disclosures

Northwest Bancshares, Inc. (the “Company”) or (“NWBI”), a Maryland corporation headquartered in Warren, Pennsylvania, is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System. The primary activity of the Company is the ownership of all of the issued and outstanding common stock of Northwest Bank, a Pennsylvania-chartered savings bank (“Northwest”). Northwest is regulated by the FDIC and the Pennsylvania Department of Banking. Northwest operates 173 community-banking offices throughout Pennsylvania, western New York, and eastern Ohio.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiary, Northwest, and Northwest’s subsidiaries Northwest Settlement Agency, LLC, Northwest Consumer Discount Company, Northwest Financial Services, Inc., Northwest Advisors, Inc., Northwest Capital Group, Inc., Allegheny Services, Inc., Great Northwest Corporation, Boetger & Associates, Inc. and The Bert Company. The unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information or footnotes required for complete annual financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the Company’s financial position and results of operations have been included. The consolidated statements have been prepared using the accounting policies described in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 updated, as required, for any new pronouncements or changes.

The results of operations for the quarter and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , or any other period.

Stock-Based Compensation

On May 17, 2017, the Company awarded employees 754,210 stock options and directors 64,800 stock options with an exercise price of $15.57 and grant date fair value of $1.55 per stock option, and the Company awarded employees 353,750 restricted common shares and directors 24,300 restricted common shares with a grant date fair value of $15.24 . Awarded stock options and common shares vest over a ten -year period with the first vesting occurring on the grant date. Stock-based compensation expense of $1.7 million and $1.9 million for the quarters ended June 30, 2017 and 2016 , and $2.6 million and $3.2 million for the six months ended June 30, 2017 and 2016 , respectively, was recognized in compensation expense relating to stock benefit plans. At June 30, 2017 there was compensation expense of $4.7 million to be recognized for awarded but unvested stock options and $18.5 million for unvested common shares.

Income Taxes- Uncertain Tax Positions

Accounting standards prescribe a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. At June 30, 2017 the Company had no liability for unrecognized tax benefits.

The Company recognizes interest accrued related to: (1) unrecognized tax benefits in other expenses and (2) refund claims in other operating income, and penalties (if any) in other expenses. We are subject to audit by the Internal Revenue Service and any state in which we conduct business for the tax periods ended December 31, 2016 , 2015 , 2014 and 2013 .

Impact of New Accounting Standards

In May 2014 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-9, “Revenue from Contracts with Customers (Topic 606)”. This guidance supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of this guidance requires an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and provides five steps to be analyzed to accomplish the core principle. This guidance is effective retrospectively for annual reporting periods beginning after December 15, 2017, including interim periods within those years and early adoption is not permitted. We are continuing our overall assessment of revenue streams and reviewing contracts potentially affected by this guidance and other revenue streams associated with contracts with third parties to determine the potential impact to our results of operations, financial position, and disclosures.

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In January 2016 the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10)” . This guidance requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Additionally, this guidance requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not believe this standard will have a material impact on our results of operations and financial position.

In February 2016 the FASB issued ASU 2016-2, “Leases” . This guidance requires a lessee to recognize in the statement of financial condition a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the term of the lease. Optional periods should only be recognized if the lessee is reasonably certain to exercise the option. For leases with a term of twelve months or less, the lessee is permitted not to recognize lease assets and lease liabilities and should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. This guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those years and early adoption is permitted. We are currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2016 the FASB issued ASU 2016-08, “Principal Versus Agent Considerations” . This guidance clarifies the implementation guidance on principal versus agent considerations of ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)" . When another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). When (or as) an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. This guidance is effective retrospectively for annual reporting periods beginning after December 15, 2017, including interim periods within those years and early adoption is not permitted. We are currently evaluating the impact this standard will have on our results of operations and financial position.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments , which eliminates the probable initial recognition threshold for credit losses requiring, instead, that all financial assets (or group of financial assets) measured at amortized cost be presented at the net amount expected to be collected inclusive of the entity’s current estimate of all lifetime expected credit losses. This guidance also applies to certain off-balance-sheet credit exposures such as unfunded commitments and non-derivative financial guarantees. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) in order to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The income statement under this guidance will reflect the initial recognition of current expected credit losses for newly recognized assets, as well as any increases or decreases of expected credit losses that have occurred during the period. This guidance retains many currently-existing disclosures related to the credit quality of an entity’s assets and the related allowance for credit losses amended to reflect the change to an expected credit loss methodology, as well as enhanced disclosures to provide information to users at a more disaggregated level. Upon adoption, ASU 2016-13 provides for a modified retrospective transition by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is effective, except for debt securities for which an other-than-temporary impairment has previously been recognized. For these debt securities, a prospective transition is provided in order to maintain the same amortized cost prior to and subsequent to the effective date of the ASU. This guidance is effective for annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods with early adoption permitted for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We are currently evaluating the impact this standard will have on our results of operations and financial position.

In January 2017 the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" . This guidance eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under this guidance goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. This guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. We are currently evaluating the impact this standard will have on our results of operations and financial position.

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In March 2017, the FASB issued ASU No. 2017-07, “Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Costs and Net Periodic Postretirement Benefit Costs. This guidance provides financial statement users with clearer and disaggregated information related to the components of net periodic benefit cost and improve transparency of the presentation of net periodic benefit cost in the financial statements. This guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted and this guidance should be applied retrospectively. We are currently evaluating the impact this standard will have on our results of operations and financial position.

In March 2017 the FASB issued ASU 2017-08, "Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities" . This guidance shortens the amortization period for certain callable debt securities held at a premium to the earliest call date from the maturity date. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted in any interim period. We are currently evaluating the impact this standard will have on our results of operations and financial position.


(2)	Branch Sale

On May 19, 2017, Northwest Bank completed the sale of its three full-service offices in Maryland to Shore United Bank, a subsidiary of Shore Bancshares, Inc. The transaction included a deposit premium of 8.0% which resulted in a gain of $ 17.2 million .

The following table provides information related to assets and liabilities sold:



Cash from offices	$	1,104
Loans	124,832
Accrued interest	299
Fixed Assets	5,362
Other assets	1
Total assets sold	131,598

Deposits and other liabilities:
Deposits	211,716
Other liabilities	8
Total liabilities sold	211,724

Payment to Shore United	62,940
Gain on sale of offices	$	17,186


(3)	Business Segments

We previously operated in two reportable business segments: Community Banking and Consumer Finance. The Community Banking segment provides services traditionally offered by full-service community banks, including business and personal deposit accounts and business and personal loans, as well as insurance, brokerage and investment management and trust services. The Consumer Finance segment, which was comprised of Northwest Consumer Discount Company ("NCDC"), a subsidiary of Northwest offered personal installment loans for a variety of consumer and real estate products. This activity was funded primarily through an intercompany borrowing relationship with Allegheny Services, Inc., a subsidiary of Northwest. As previously announced, all NCDC offices were closed on July 14, 2017; this closure eliminates our consumer finance segment. Net income is the primary measure used by management to measure segment performance. The following tables provide financial information for these reportable segments. The “All Other” column represents the parent company and elimination entries necessary to reconcile to the consolidated amounts presented in the financial statements.

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At or for the quarter ended (in thousands):



	Community		Consumer
June 30, 2017	Banking		Finance		All other (1)		Consolidated
External interest income	$	86,266	3,509		22		89,797
Intersegment interest income/ expense	679		—		(679	)	—
Interest expense	5,915		679		472		7,066
Provision for loan losses	4,548		1,014		—		5,562
Noninterest income	40,475		95		907		41,477
Noninterest expense	67,301		4,655		1,306		73,262
Income tax expense/ (benefit)	16,078		(1,138	)	(538	)	14,402
Net income/ (loss)	$	33,578	(1,606	)	(990	)	30,982
Total assets	$	9,386,087	99,806		13,117		9,499,010



	Community			Consumer
June 30, 2016	Banking			Finance	All other (1)		Consolidated
External interest income	$	80,998		4,324	233		85,555
Intersegment interest income/ expense	631			—	(631	)	—
Interest expense	8,924			631	453		10,008
Provision for loan losses	3,365			834	—		4,199
Noninterest income	19,848			400	27		20,275
Noninterest expense	98,940			2,878	304		102,122
Income tax expense/ (benefit)	(3,245		)	158	(404	)	(3,491	)
Net income/ (loss)	$	(6,507	)	223	(724	)	(7,008	)
Total assets	$	8,839,334		108,282	16,359		8,963,975


(1)	Consists of intercompany elimination entries and holding company income and expense.

At or for the six months ended (in thousands):



	Community		Consumer
June 30, 2017	Banking		Finance		All other (1)		Consolidated
External interest income	$	169,449	7,533		82		177,064
Intersegment interest income	1,335		—		(1,335	)	—
Interest expense	11,473		1,335		948		13,756
Provision for loan losses	6,678		3,521		—		10,199
Noninterest income	61,731		321		929		62,981
Noninterest expense	135,732		7,517		1,659		144,908
Income tax expense/ (benefit)	25,372		(1,875	)	(1,043	)	22,454
Net income/ (loss)	$	53,260	(2,644	)	(1,888	)	48,728
Total assets	$	9,386,087	99,806		13,117		9,499,010

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	Community		Consumer
June 30, 2016	Banking		Finance	All other (1)		Consolidated
External interest income	$	161,836	8,567	450		170,853
Intersegment interest income	1,273		—	(1,273	)	—
Interest expense	21,605		1,273	876		23,754
Provision for loan losses	4,578		1,281	—		5,859
Noninterest income	38,854		780	89		39,723
Noninterest expense	158,912		5,807	678		165,397
Income tax expense/ (benefit)	4,997		409	(816	)	4,590
Net income/ (loss)	$	11,871	577	(1,472	)	10,976
Total assets	$	8,839,334	108,282	16,359		8,963,975


(1)	Consists of intercompany elimination entries and holding company income and expense.

(4) Investment securities and impairment of investment securities

The following table shows the portfolio of investment securities available-for-sale at June 30, 2017 (in thousands):



	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses		Fair value
Debt issued by the U.S. government and agencies:
Due in one year or less	$	3	—	—		3

Debt issued by government sponsored enterprises:
Due in one year or less	85,630		17	(85	)	85,562
Due in one year through five years	198,564		75	(1,866	)	196,773
Due in five years through ten years	—		—	—		—
Due after ten years	5,782		—	(56	)	5,726

Equity securities	3,351		1,724	(6	)	5,069

Municipal securities:
Due in one year or less	2,529		8	—		2,537
Due in one year through five years	8,252		91	(2	)	8,341
Due in five years through ten years	13,353		243	—		13,596
Due after ten years	30,238		713	(1	)	30,950

Corporate debt issues:
Due after ten years	14,398		4,457	(224	)	18,631

Residential mortgage-backed securities:
Fixed rate pass-through	149,196		1,554	(2,386	)	148,364
Variable rate pass-through	37,855		1,667	(4	)	39,518
Fixed rate non-agency CMOs	59		—	—		59
Fixed rate agency CMOs	319,044		398	(2,910	)	316,532
Variable rate agency CMOs	80,907		289	(55	)	81,141
Total residential mortgage-backed securities	587,061		3,908	(5,355	)	585,614
Total marketable securities available-for-sale	$	949,161	11,236	(7,595	)	952,802

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The following table shows the portfolio of investment securities available-for-sale at December 31, 2016 (in thousands):



	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses		Fair value
Debt issued by the U.S. government and agencies:
Due in one year or less	$	6	—	—		6

Debt issued by government sponsored enterprises:
Due in one year or less	74,980		5	(33	)	74,952
Due after one year through five years	220,937		203	(2,504	)	218,636
Due after five years through ten years	585		—	(3	)	582

Equity securities	3,351		1,095	(6	)	4,440

Municipal securities:
Due in one year or less	2,449		7	—		2,456
Due after one year through five years	9,448		105	(21	)	9,532
Due after five years through ten years	11,794		137	(1	)	11,930
Due after ten years	38,141		1,027	(16	)	39,152

Corporate debt issues:
Due after ten years	14,367		2,935	(322	)	16,980

Residential mortgage-backed securities:
Fixed rate pass-through	175,398		1,849	(2,680	)	174,567
Variable rate pass-through	43,587		2,007	(6	)	45,588
Fixed rate non-agency CMOs	100		1	—		101
Fixed rate agency CMOs	165,535		185	(3,455	)	162,265
Variable rate agency CMOs	64,874		306	(167	)	65,013
Total residential mortgage-backed securities	449,494		4,348	(6,308	)	447,534
Total marketable securities available-for-sale	$	825,552	9,862	(9,214	)	826,200

The following table shows the portfolio of investment securities held-to-maturity at June 30, 2017 (in thousands):



	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses		Fair value
Municipal securities:
Due after ten years	2,000		10	—		2,010

Residential mortgage-backed securities:
Fixed rate pass-through	4,183		198	—		4,381
Variable rate pass-through	2,512		30	—		2,542
Fixed rate agency CMOs	26,723		121	(17	)	26,827
Variable rate agency CMOs	788		12	—		800
Total residential mortgage-backed securities	34,206		361	(17	)	34,550
Total marketable securities held-to-maturity	$	36,206	371	(17	)	36,560

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The following table shows the portfolio of investment securities held-to-maturity at December 31, 2016 (in thousands):



	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses	Fair value
Municipal securities:
Due after ten years	$	4,808	65	—	4,873

Residential mortgage-backed securities:
Fixed rate pass-through	4,807		217	—	5,024
Variable rate pass-through	2,848		58	—	2,906
Fixed rate agency CMOs	6,674		94	—	6,768
Variable rate agency CMOs	841		14	—	855
Total residential mortgage-backed securities	15,170		383	—	15,553
Total marketable securities held-to-maturity	$	19,978	448	—	20,426

The following table shows the fair value of and gross unrealized losses on investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at June 30, 2017 (in thousands):



	Less than 12 months				12 months or more			Total
	Fair value		Unrealized loss		Fair value	Unrealized loss		Fair value	Unrealized loss
U.S. government sponsored enterprises	$	248,390	(1,905	)	27,926	(102	)	276,316	(2,007	)
Municipal securities	4,115		(3	)	—	—		4,115	(3	)
Corporate issues	—		—		2,207	(224	)	2,207	(224	)
Equity securities	—		—		545	(6	)	545	(6	)
Residential mortgage-backed securities - agency	295,550		(3,243	)	82,318	(2,129	)	377,868	(5,372	)

Total temporarily impaired securities	$	548,055	(5,151	)	112,996	(2,461	)	661,051	(7,612	)



	Less than 12 months				12 months or more			Total
	Fair value		Unrealized loss		Fair value	Unrealized loss		Fair value	Unrealized loss
U.S. government sponsored enterprises	$	238,003	(2,448	)	9,205	(92	)	247,208	(2,540	)
Municipal securities	5,621		(37	)	66	(1	)	5,687	(38	)
Corporate debt issues	—		—		2,107	(322	)	2,107	(322	)
Equity securities	—		—		544	(6	)	544	(6	)
Residential mortgage-backed securities - agency	213,662		(3,837	)	87,723	(2,471	)	301,385	(6,308	)

Total temporarily impaired securities	$	457,286	(6,322	)	99,645	(2,892	)	556,931	(9,214	)

We review our investment portfolio for indications of impairment. This review includes analyzing the length of time and the extent to which amortized costs have exceeded fair values, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and the intent and ability to hold the investments for a period of time sufficient to allow for a recovery in value. Certain investments are evaluated using our best estimate of future cash flows. If the estimate of cash flows indicates that an adverse change has occurred, other-than-temporary impairment is recognized for the amount of the unrealized loss that was deemed credit related.

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Credit related impairment on all debt securities is recognized in earnings while noncredit related impairment on available-for-sale debt securities, not expected to be sold, is recognized in other comprehensive income.

The table below shows a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold for the quarter and six months ended June 30, 2017 (in thousands):



	2017		2016
Beginning balance at April1, (1)	$	7,942	8,424
Credit losses on debt securities for which other-than-temporary impairment was not previously recognized	—		—
Reduction for losses realized during the quarter	—		(16	)
Reduction for securities sold/ called realized during the quarter	—		—
Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized	—		—
Ending balance at June 30,	$	7,942	8,408

(1) The beginning balance represents credit losses included in other-than-temporary impairment charges recognized on debt securities in prior periods



	2017		2016
Beginning balance at January 1, (1)	$	7,942	8,436
Credit losses on debt securities for which other-than-temporary impairment was not previously recognized	—		—
Reduction for losses realized during the quarter	—		(28	)
Reduction for securities sold/ called realized during the nine months	—		—
Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized	—		—
Ending balance at June 30,	$	7,942	8,408

(1) The beginning balance represents credit losses included in other-than-temporary impairment charges recognized on debt securities in prior periods.

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(5) Loans receivable

The following table shows a summary of our loans receivable at June 30, 2017 and December 31, 2016 (in thousands):



	June 30, 2017							December 31, 2016
	Originated			Acquired		Total		Originated		Acquired		Total
Personal Banking:
Residential mortgage loans (1)	$	2,625,450		124,394		2,749,844		2,582,218		133,511		2,715,729
Home equity loans	1,022,522			278,510		1,301,032		1,026,315		302,457		1,328,772
Consumer loans	519,659			125,773		645,432		467,637		163,622		631,259
Total Personal Banking	4,167,631			528,677		4,696,308		4,076,170		599,590		4,675,760

Commercial Banking:
Commercial real estate loans	2,194,165			332,109		2,526,274		2,140,678		372,991		2,513,669
Commercial loans	537,429			75,290		612,719		481,543		75,676		557,219
Total Commercial Banking	2,731,594			407,399		3,138,993		2,622,221		448,667		3,070,888
Total loans receivable, gross	6,899,225			936,076		7,835,301		6,698,391		1,048,257		7,746,648

Deferred loan costs	22,470			2,131		24,601		20,081		2,294		22,375
Allowance for loan losses	(56,627		)	(6,258	)	(62,885	)	(55,293	)	(5,646	)	(60,939	)
Undisbursed loan proceeds:
Residential mortgage loans	(11,281		)	—		(11,281	)	(11,638	)	—		(11,638	)
Commercial real estate loans	(127,067		)	(2,544	)	(129,611	)	(168,595	)	(2,985	)	(171,580	)
Commercial loans	(30,894		)	(1,379	)	(32,273	)	(26,168	)	(2,290	)	(28,458	)
Total loans receivable, net	$	6,695,826		928,026		7,623,852		6,456,778		1,039,630		7,496,408

(1) Includes $10.3 million and $9.6 million of loans held for sale at June 30, 2017 and December 31, 2016, respectively.

Acquired loans were initially measured at fair value and subsequently accounted for under either Accounting Standards Codification (“ASC”) Topic 310-30 or ASC Topic 310-20. The following table provides information related to the outstanding principal balance and related carrying value of acquired loans for the dates indicated (in thousands):



	June 30, 2017		December 31, 2016
Acquired loans evaluated individually for future credit losses:
Outstanding principal balance	$	13,099	16,108
Carrying value	10,054		12,665

Acquired loans evaluated collectively for future credit losses:
Outstanding principal balance	931,526		1,040,378
Carrying value	924,230		1,032,611

Total acquired loans:
Outstanding principal balance	944,625		1,056,486
Carrying value	934,284		1,045,276

The following table provides information related to the changes in the accretable discount, which includes income recognized from contractual cash flows for the dates indicated (in thousands):



	Total
Balance at December 31, 2015	$	2,019
Accretion	(1,170		)
Net reclassification from nonaccretable yield	1,338
Balance at December 31, 2016	2,187
Accretion	(883		)
Net reclassification from nonaccretable yield	289
Balance at June 30, 2017	$	1,593

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The following table provides information related to acquired impaired loans by portfolio segment and by class of financing receivable at and for the six months ended June 30, 2017 (in thousands):



	Carrying value		Outstanding principal balance	Related impairment reserve	Average recorded investment in impaired loans	Interest income recognized
Personal Banking:
Residential mortgage loans	$	1,241	1,955	71	1,280	88
Home equity loans	1,174		2,288	9	1,268	96
Consumer loans	90		222	3	113	29
Total Personal Banking	2,505		4,465	83	2,661	213

Commercial Banking:
Commercial real estate loans	7,445		8,519	101	8,521	658
Commercial loans	104		115	—	178	12
Total Commercial Banking	7,549		8,634	101	8,699	670

Total	$	10,054	13,099	184	11,360	883

The following table provides information related to acquired impaired loans by portfolio segment and by class of financing receivable at and for the year ended December 31, 2016 (in thousands):



	Carrying value		Outstanding principal balance	Related impairment reserve	Average recorded investment in impaired loans	Interest income recognized
Personal Banking:
Residential mortgage loans	$	1,319	2,062	204	1,650	202
Home equity loans	1,363		2,669	8	1,724	185
Consumer loans	136		303	3	201	51
Total Personal Banking	2,818		5,034	215	3,575	438

Commercial Banking:
Commercial real estate loans	9,596		10,809	52	10,942	721
Commercial loans	251		265	—	249	11
Total Commercial Banking	9,847		11,074	52	11,191	732

Total	$	12,665	16,108	267	14,766	1,170

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The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2017 (in thousands):



	Balance June 30, 2017		Current period provision		Charge-offs		Recoveries	Balance March 31, 2017
Originated loans:
Personal Banking:
Residential mortgage loans	$	4,635	217		(314	)	94	4,638
Home equity loans	2,957		295		(343	)	16	2,989
Consumer loans	9,747		2,187		(3,393	)	524	10,429
Total Personal Banking	17,339		2,699		(4,050	)	634	18,056

Commercial Banking:
Commercial real estate loans	22,584		1,488		(72	)	533	20,635
Commercial loans	16,704		1,519		(708	)	494	15,399
Total Commercial Banking	39,288		3,007		(780	)	1,027	36,034
Total originated loans	56,627		5,706		(4,830	)	1,661	54,090

Acquired loans:
Personal Banking:
Residential mortgage loans	85		26		(58	)	39	78
Home equity loans	623		7		(346	)	30	932
Consumer loans	628		(103	)	(124	)	24	831
Total Personal Banking	1,336		(70	)	(528	)	93	1,841

Commercial Banking:
Commercial real estate loans	2,446		(1,266	)	(257	)	256	3,713
Commercial loans	2,476		1,192		(221	)	45	1,460
Total Commercial Banking	4,922		(74	)	(478	)	301	5,173
Total acquired loans	6,258		(144	)	(1,006	)	394	7,014

Total	$	62,885	5,562		(5,836	)	2,055	61,104

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The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2016 (in thousands):



	Balance June 30, 2016		Current period provision		Charge-offs		Recoveries	Balance March 31, 2016
Originated loans:
Personal Banking:
Residential mortgage loans	$	3,022	501		(1,803	)	67	4,257
Home equity loans	3,335		230		(439	)	135	3,409
Consumer loans	7,924		2,382		(2,146	)	394	7,294
Total Personal Banking	14,281		3,113		(4,388	)	596	14,960

Commercial Banking:
Commercial real estate loans	25,686		(3,509	)	(1,317	)	645	29,867
Commercial loans	15,356		901		(885	)	417	14,923
Total Commercial Banking	41,042		(2,608	)	(2,202	)	1,062	44,790
Total originated loans	55,323		505		(6,590	)	1,658	59,750

Acquired loans:
Personal Banking:
Residential mortgage loans	61		35		(49	)	67	8
Home equity loans	1,128		1,217		(507	)	120	298
Consumer loans	552		501		(186	)	38	199
Total Personal Banking	1,741		1,753		(742	)	225	505

Commercial Banking:
Commercial real estate loans	3,165		1,660		(414	)	184	1,735
Commercial loans	552		281		(18	)	1	288
Total Commercial Banking	3,717		1,941		(432	)	185	2,023
Total acquired loans	5,458		3,694		(1,174	)	410	2,528

Total	$	60,781	4,199		(7,764	)	2,068	62,278

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The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2017 (in thousands):



	Balance June 30, 2017		Current period provision		Charge-offs		Recoveries	Balance December 31, 2016
Originated loans:
Personal Banking:
Residential mortgage loans	$	4,635	184		(467	)	262	4,656
Home equity loans	2,957		(112	)	(518	)	101	3,486
Other consumer loans	9,747		7,537		(6,646	)	882	7,974
Total Personal Banking	17,339		7,609		(7,631	)	1,245	16,116

Commercial Banking:
Commercial real estate loans	22,584		(1,459	)	(335	)	711	23,667
Commercial loans	16,704		1,928		(1,654	)	920	15,510
Total Commercial Banking	39,288		469		(1,989	)	1,631	39,177
Total originated loans	56,627		8,078		(9,620	)	2,876	55,293

Acquired loans:
Personal Banking:
Residential mortgage loans	85		141		(195	)	68	71
Home equity loans	623		188		(820	)	208	1,047
Other consumer loans	628		299		(531	)	207	653
Total Personal Banking	1,336		628		(1,546	)	483	1,771

Commercial Banking:
Commercial real estate loans	2,446		(601	)	(468	)	507	3,008
Commercial loans	2,476		2,094		(542	)	57	867
Total Commercial Banking	4,922		1,493		(1,010	)	564	3,875
Total acquired loans	6,258		2,121		(2,556	)	1,047	5,646

Total	$	62,885	10,199		(12,176	)	3,923	60,939

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The following table provides information related to the allowance for loan losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2016 (in thousands):



	Balance June 30, 2016		Current period provision		Charge-offs		Recoveries	Balance December 31, 2015
Originated loans:
Personal banking:
Residential mortgage loans	$	3,022	504		(2,292	)	118	4,692
Home equity loans	3,335		(43	)	(737	)	174	3,941
Other consumer loans	7,924		4,027		(4,373	)	782	7,488
Total personal banking	14,281		4,488		(7,402	)	1,074	16,121

Commercial banking:
Commercial real estate loans	25,686		(7,715	)	(1,500	)	2,553	32,348
Commercial loans	15,356		3,340		(996	)	511	12,501
Total commercial banking	41,042		(4,375	)	(2,496	)	3,064	44,849
Total originated loans	55,323		113		(9,898	)	4,138	60,970

Acquired loans:
Personal banking:
Residential mortgage loans	61		72		(124	)	95	18
Home equity loans	1,128		1,955		(1,193	)	265	101
Other consumer loans	552		709		(362	)	95	110
Total personal banking	1,741		2,736		(1,679	)	455	229

Commercial banking:
Commercial real estate loans	3,165		2,474		(1,128	)	380	1,439
Commercial loans	552		536		(24	)	6	34
Total commercial banking	3,717		3,010		(1,152	)	386	1,473
Total acquired loans	5,458		5,746		(2,831	)	841	1,702

Total	$	60,781	5,859		(12,729	)	4,979	62,672

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At June 30, 2017 , we expect to fully collect the carrying value of our purchased credit impaired loans and have determined that we can reasonably estimate their future cash flows including those loans that are 90 days or more delinquent. As a result, we do not consider our purchased credit impaired loans that are 90 days or more delinquent to be nonaccrual or impaired and continue to recognize interest income on these loans, including the loans’ accretable discount.

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2017 (in thousands):



	Total loans receivable		Allowance for loan losses	Nonaccrual loans (1)	Loans past due 90 days or more and still accruing (2)	TDRs (3)	Allowance related to TDRs	Additional commitments to customers with loans classified as TDRs
Personal Banking:
Residential mortgage loans	$	2,750,471	4,720	13,555	—	7,684	811	—
Home equity loans	1,301,032		3,580	6,392	—	1,725	425	5
Consumer loans	658,125		10,375	3,699	173	—	—	—
Total Personal Banking	4,709,628		18,675	23,646	173	9,409	1,236	5

Commercial Banking:
Commercial real estate loans	2,396,663		25,030	40,191	—	25,719	1,989	113
Commercial loans	580,446		19,180	8,936	9	6,732	778	67
Total Commercial Banking	2,977,109		44,210	49,127	9	32,451	2,767	180

Total	$	7,686,737	62,885	72,773	182	41,860	4,003	185


(1)	Includes $17.9 million of nonaccrual TDRs.


(2)	Represents loans 90 days past maturity and still accruing.


(3)	Includes $17.9 million of nonaccrual, and $24.0 million of accruing TDRs.

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2016 (in thousands):



	Total loans receivable		Allowance for loan losses	Nonaccrual loans (1)	Loans past due 90 days or more and still accruing (2)	TDRs (3)	Allowance related to TDRs	Additional commitments to customers with loans classified as TDRs
Personal Banking:
Residential mortgage loans	$	2,714,764	4,727	18,264	—	7,299	708	—
Home equity loans	1,328,772		4,533	7,865	—	1,813	450	4
Consumer loans	642,961		8,627	5,109	85	—	—	—
Total Personal Banking	4,686,497		17,887	31,238	85	9,112	1,158	4

Commercial Banking:
Commercial real estate loans	2,342,089		26,675	38,724	564	24,483	2,072	417
Commercial loans	528,761		16,377	9,574	—	9,331	1,360	17
Total Commercial Banking	2,870,850		43,052	48,298	564	33,814	3,432	434

Total	$	7,557,347	60,939	79,536	649	42,926	4,590	438


(1)	Includes $16.3 million of nonaccrual TDRs.


(2)	Represents loans 90 days past maturity and still accruing.


(3)	Includes $16.3 million of nonaccrual, and $26.6 million of accruing TDRs.

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The following table provides information related to the composition of originated impaired loans by portfolio segment and by class of financing receivable at and for the six months ended June 30, 2017 (in thousands):



	Nonaccrual loans 90 or more days delinquent		Nonaccrual loans less than 90 days delinquent	Loans less than 90 days delinquent reviewed for impairment	TDRs less than 90 days delinquent not included elsewhere	Total impaired loans	Average recorded investment in impaired loans	Interest income recognized on impaired loans
Personal Banking:
Residential mortgage loans	$	11,637	1,918	—	6,681	20,236	22,013	475
Home equity loans	5,744		648	—	1,363	7,755	8,924	216
Consumer loans	2,809		890	—	—	3,699	4,412	94
Total Personal Banking	20,190		3,456	—	8,044	31,690	35,349	785

Commercial Banking:
Commercial real estate loans	21,295		18,896	5,541	7,638	53,370	53,755	898
Commercial loans	3,642		5,294	982	2,581	12,499	12,868	389
Total Commercial Banking	24,937		24,190	6,523	10,219	65,869	66,623	1,287

Total	$	45,127	27,646	6,523	18,263	97,559	101,972	2,072

The following table provides information related to the composition of originated impaired loans by portfolio segment and by class of financing receivable at and for the year ended December 31, 2016 (in thousands):



	Nonaccrual loans 90 or more days delinquent		Nonaccrual loans less than 90 days delinquent	Loans less than 90 days delinquent reviewed for impairment	TDRs less than 90 days delinquent not included elsewhere	Total impaired loans	Average recorded investment in impaired loans	Interest income recognized on impaired loans
Personal Banking:
Residential mortgage loans	$	13,169	5,095	—	5,929	24,193	24,483	1,079
Home equity loans	5,552		2,313	—	1,439	9,304	9,234	496
Consumer loans	3,823		1,286	—	—	5,109	3,703	166
Total Personal Banking	22,544		8,694	—	7,368	38,606	37,420	1,741

Commercial Banking:
Commercial real estate loans	19,264		19,460	3,622	11,582	53,928	64,350	2,864
Commercial loans	3,373		6,201	2,837	3,116	15,527	16,905	991
Total Commercial Banking	22,637		25,661	6,459	14,698	69,455	81,255	3,855

Total	$	45,181	34,355	6,459	22,066	108,061	118,675	5,596

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The following table provides information related to the evaluation of impaired loans by portfolio segment and by class of financing receivable at June 30, 2017 (in thousands):



	Loans collectively evaluated for impairment		Loans individually evaluated for impairment	Loans individually evaluated for impairment for which there is a related impairment reserve	Related impairment reserve	Loans individually evaluated for impairment for which there is no related reserve
Personal Banking:
Residential mortgage loans	$	2,742,121	8,350	8,350	812	—
Home equity loans	1,299,307		1,725	1,725	425	—
Consumer loans	658,008		117	117	31	—
Total Personal Banking	4,699,436		10,192	10,192	1,268	—

Commercial Banking:
Commercial real estate loans	2,363,904		32,759	27,232	3,168	5,527
Commercial loans	570,713		9,733	9,215	1,295	518
Total Commercial Banking	2,934,617		42,492	36,447	4,463	6,045

Total	$	7,634,053	52,684	46,639	5,731	6,045

The following table provides information related to the evaluation of impaired loans by portfolio segment and by class of financing receivable at December 31, 2016 (in thousands):



	Loans collectively evaluated for impairment		Loans individually evaluated for impairment	Loans individually evaluated for impairment for which there is a related impairment reserve	Related impairment reserve	Loans individually evaluated for impairment for which there is no related reserve
Personal Banking:
Residential mortgage loans	$	2,706,484	8,280	8,280	709	—
Home equity loans	1,326,958		1,814	1,814	450	—
Consumer loans	642,835		126	126	29	—
Total Personal Banking	4,676,277		10,220	10,220	1,188	—

Commercial Banking:
Commercial real estate loans	2,309,186		32,903	27,594	3,545	5,309
Commercial loans	518,449		10,312	10,242	1,390	70
Total Commercial Banking	2,827,635		43,215	37,836	4,935	5,379

Total	$	7,503,912	53,435	48,056	6,123	5,379

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Our loan portfolios include loans that have been modified in a troubled debt restructuring ("TDR"), where concessions have been granted to borrowers who have experienced financial difficulties. These concessions typically result from our loss mitigation activities and could include: extending the note’s maturity date, permitting interest only payments, reducing the interest rate to a rate lower than current market rates for new debt with similar risk, reducing the principal payment, principal forbearance or other actions. These concessions are applicable to all loan segments and classes. Certain TDRs are classified as nonperforming at the time of restructuring and may be returned to performing status after considering the borrower’s sustained repayment performance for a period of at least six months.

When we modify loans in a TDR, we evaluate any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, the loan’s observable market price or the current fair value of the collateral, less selling costs, for collateral dependent loans. If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, we evaluate all TDRs, including those that have payment defaults, for possible impairment, using ASC 310-10. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan.

Loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, we evaluate the loan for possible further impairment. The allowance may be increased, adjustments may be made in the allocation of the allowance, partial charge-offs may be taken to further write-down the carrying value of the loan, or the loan may be charged-off completely.

The following table provides a roll forward of troubled debt restructurings for the periods indicated (in thousands):



	For the quarters ended June 30,
	2017				2016
	Number of contracts	Amount			Number of contracts	Amount
Beginning TDR balance:	224	$	43,578		227	$	48,248
New TDRs	1	348			9	1,662
Re-modified TDRs	1	445			3	863
Net paydowns		(1,458		)		(1,421		)
Charge-offs:
Residential mortgage loans	—	—			—	—
Home equity loans	—	—			—	—
Commercial real estate loans	—	—			—	—
Commercial loans	5	(158		)	—	—
Paid-off loans:
Residential mortgage loans	—	—			—	—
Home equity loans	4	(32		)	1	(1		)
Commercial real estate loans	8	(480		)	4	(41		)
Commercial loans	5	(383		)	1	(197		)
Ending TDR balance:	203	$	41,860		230	$	49,113

Accruing TDRs		$	23,987			$	31,015
Non-accrual TDRs		17,873				18,098

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The following table provides a roll forward of troubled debt restructuring for the periods indicated (in thousands):



	For the six months ended June 30,
	2017				2016
	Number of contracts				Number of contracts
Beginning TDR balance:	225	$	42,926		227	$	51,115
New TDRs	7	4,139			18	5,011
Re-modified TDRs	1	445			4	1,063
Net paydowns		(2,681		)		(2,904		)
Charge-offs:
Residential mortgage loans	—	—			—	—
Home equity loans	—	—			—	—
Commercial real estate loans	—	—			—	—
Commercial loans	6	(259		)	1	(43		)
Paid-off loans:
Residential mortgage loans	—	—			—	—
Home equity loans	5	(32		)	3	(232		)
Commercial real estate loans	10	(545		)	8	(4,562		)
Commercial loans	8	(2,133		)	3	(335		)
Ending TDR balance:	203	$	41,860		230	$	49,113

Accruing TDRs		$	23,987			$	31,015
Non-accrual TDRs		17,873				18,098

The following table provides information related to troubled debt restructurings (including re-modified TDRs) by portfolio segment and by class of financing receivable during the periods indicated (dollars in thousands):



	For the quarter ended June 30, 2017					For the six months ended June 30, 2017
	Number of contracts	Recorded investment at the time of modification		Current recorded investment	Current allowance	Number of contracts	Recorded investment at the time of modification		Current recorded investment	Current allowance
Troubled debt restructurings:
Personal Banking:
Residential mortgage loans	1	$	445	431	45	3	$	894	877	92
Home equity loans	—	—		—	—	—	—		—	—
Consumer loans	—	—		—	—	—	—		—	—
Total Personal Banking	1	445		431	45	3	894		877	92

Commercial Banking:
Commercial real estate loans	1	348		343	25	4	3,486		3,198	294
Commercial loans	—	—		—	—	1	204		192	14
Total Commercial Banking	1	348		343	25	5	3,690		3,390	308

Total	2	$	793	774	70	8	$	4,584	4,267	400

During the quarter and six months ended June 30, 2017 , no TDRs modified within the previous twelve months have subsequently defaulted.

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	For the quarter ended June 30, 2016					For the six months ended June 30, 2016
	Number of contracts	Recorded investment at the time of modification		Current recorded investment	Current allowance	Number of contracts	Recorded investment at the time of modification		Current recorded investment	Current allowance
Troubled debt restructurings:
Personal Banking:
Residential mortgage loans	2	$	526	525	17	5	$	1,033	1,028	49
Home equity loans	4	224		191	47	5	280		246	60
Consumer loans	—	—		—	—	—	—		—	—
Total Personal Banking	6	750		716	64	10	1,313		1,274	109

Commercial Banking:
Commercial real estate loans	2	812		807	31	4	2,096		2,076	297
Commercial loans	4	963		963	481	8	2,665		1,751	575
Total Commercial Banking	6	1,775		1,770	512	12	4,761		3,827	872

Total	12	$	2,525	2,486	576	22	$	6,074	5,101	981

During the quarter and six months ended June 30, 2016 , no TDRs modified within the previous twelve months have subsequently defaulted.

The following table provides information as of June 30, 2017 for troubled debt restructuring (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the quarter ended June 30, 2017 (dollars in thousands):



		Type of modification
	Number of contracts	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	1	$	—	—	—	431	431
Home equity loans	—	—		—	—	—	—
Consumer loans	—	—		—	—	—	—
Total Personal Banking	1	—		—	—	431	431

Commercial Banking:
Commercial real estate loans	1	—		—	343	—	343
Commercial loans	—	—		—	—	—	—
Total Commercial Banking	1	—		—	343	—	343

Total	2	$	—	—	343	431	774

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The following table provides information as of June 30, 2016 for troubled debt restructuring (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the quarter ended June 30, 2016 (dollars in thousands):



		Type of modification
	Number of contracts	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	2	$	—	—	525	—	525
Home equity loans	4	68		—	—	123	191
Consumer loans	—	—		—	—	—	—
Total Personal Banking	6	68		—	525	123	716

Commercial Banking:
Commercial real estate loans	2	—		429	378	—	807
Commercial loans	4	—		963	—	—	963
Total Commercial Banking	6	—		1,392	378	—	1,770

Total	12	$	68	1,392	903	123	2,486

The following table provides information as of June 30, 2017 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the six months ended June 30, 2017 (dollars in thousands):



		Type of modification
	Number of contracts	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	3	$	111	—	—	766	877
Home equity loans	—	—		—	—	—	—
Other consumer loans	—	—		—	—	—	—
Total Personal Banking	3	111		—	—	766	877

Commercial Banking:
Commercial real estate loans	4	—		2,732	466	—	3,198
Commercial loans	1	—		—	192	—	192
Total Commercial Banking	5	—		2,732	658	—	3,390

Total	8	$	111	2,732	658	766	4,267

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The following table provides information as of June 30, 2016 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the six months ended June 30, 2016 (dollars in thousands):



		Type of modification
	Number of contracts	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	5	$	363	—	617	48	1,028
Home equity loans	5	123		—	—	123	246
Other consumer loans	—	—		—	—	—	—
Total Personal Banking	10	486		—	617	171	1,274

Commercial Banking:
Commercial real estate loans	4	—		429	378	1,269	2,076
Commercial loans	8	—		—	963	788	1,751
Total Commercial Banking	12	—		429	1,341	2,057	3,827

Total	22	$	486	429	1,958	2,228	5,101

The following table provides information related to re-modified troubled debt restructuring by portfolio segment and by class of financing receivable for the quarter ended June 30, 2017 (dollars in thousands):



		Type of re-modification
	Number of re-modified TDRs	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	1	$	—	—	—	431	431
Home equity loans	—	—		—	—	—	—
Consumer loans	—	—		—	—	—	—
Total Personal Banking	1	—		—	—	431	431

Commercial Banking:
Commercial real estate loans	—	—		—	—	—	—
Commercial loans	—	—		—	—	—	—
Total Commercial Banking	—	—		—	—	—	—

Total	1	$	—	—	—	431	431

Table of Contents

The following table provides information related to re-modified troubled debt restructurings by portfolio segment and by class of financing receivable for the quarter ended June 30, 2016 (dollars in thousands):



		Type of re-modification
	Number of re-modified TDRs	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	—	$	—	—	—	—	—
Home equity loans	—	—		—	—	—	—
Consumer loans	—	—		—	—	—	—
Total Personal Banking	—	—		—	—	—	—

Commercial Banking:
Commercial real estate loans	—	—		—	—	—	—
Commercial loans	3	—		863	—	—	863
Total Commercial Banking	3	—		863	—	—	863

Total	3	$	—	863	—	—	863

The following table provides information related to re-modified troubled debt restructurings by portfolio segment and by class of financing receivable for the six months ended June 30, 2017 (in thousands):



		Type of re-modification
	Number of re-modified TDRs	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	1	$	—	—	—	431	431
Home equity loans	—	—		—	—	—	—
Other consumer loans	—	—		—	—	—	—
Total Personal Banking	1	—		—	—	431	431

Commercial Banking:
Commercial real estate loans	—	—		—	—	—	—
Commercial loans	—	—		—	—	—	—
Total Commercial Banking	—	—		—	—	—	—

Total	1	$	—	—	—	431	431

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		Type of re-modification
	Number of re-modified TDRs	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	—	$	—	—	—	—	—
Home equity loans	—	—		—	—	—	—
Other consumer loans	—	—		—	—	—	—
Total Personal Banking	—	—		—	—	—	—

Commercial Banking:
Commercial real estate loans	1	—		—	—	191	191
Commercial loans	3	—		863	—	—	863
Total Commercial Banking	4	—		863	—	191	1,054

Total	4	$	—	863	—	191	1,054

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The following table provides information related to loan payment delinquencies at June 30, 2017 (in thousands):



	30-59 Days delinquent		60-89 Days delinquent	90 Days or greater delinquent	Total delinquency	Current	Total loans receivable	90 Days or greater delinquent and accruing (1)
Originated loans:
Personal Banking:
Residential mortgage loans	$	2,892	5,847	11,158	19,897	2,606,180	2,626,077	—
Home equity loans	3,698		1,193	4,405	9,296	1,013,226	1,022,522	—
Consumer loans	7,770		2,970	2,549	13,289	516,932	530,221	—
Total Personal Banking	14,360		10,010	18,112	42,482	4,136,338	4,178,820	—

Commercial Banking:
Commercial real estate loans	4,189		2,520	18,437	25,146	2,041,952	2,067,098	—
Commercial loans	346		109	2,905	3,360	503,175	506,535	—
Total Commercial Banking	4,535		2,629	21,342	28,506	2,545,127	2,573,633	—
Total originated loans	18,895		12,639	39,454	70,988	6,681,465	6,752,453	—

Acquired loans:
Personal Banking:
Residential mortgage loans	1		473	895	1,369	123,025	124,394	416
Home equity loans	360		329	1,395	2,084	276,426	278,510	56
Consumer loans	808		264	272	1,344	126,560	127,904	12
Total Personal Banking	1,169		1,066	2,562	4,797	526,011	530,808	484

Commercial Banking:
Commercial real estate loans	440		848	3,607	4,895	324,670	329,565	749
Commercial loans	1,032		90	737	1,859	72,052	73,911	—
Total Commercial Banking	1,472		938	4,344	6,754	396,722	403,476	749
Total acquired loans	2,641		2,004	6,906	11,551	922,733	934,284	1,233

Total loans	$	21,536	14,643	46,360	82,539	7,604,198	7,686,737	1,233


(1)	Represents acquired loans that were originally recorded at fair value upon acquisition. These loans are considered to be accruing because we can reasonably estimate future cash flows on and expect to fully collect the carrying value of these loans. Therefore, we are accreting the difference between the carrying value and their expected cash flows into interest income.

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The following table provides information related to loan payment delinquencies at December 31, 2016 (in thousands):



	30-59 Days delinquent		60-89 Days delinquent	90 Days or greater delinquent	Total delinquency	Current	Total loans receivable	90 Days or greater delinquent and accruing (1)
Originated loans:
Personal Banking:
Residential mortgage loans	$	26,212	5,806	12,792	44,810	2,536,443	2,581,253	—
Home equity loans	5,785		1,305	4,783	11,873	1,014,442	1,026,315	—
Consumer loans	8,598		3,204	3,518	15,320	461,725	477,045	—
Total Personal Banking	40,595		10,315	21,093	72,003	4,012,610	4,084,613	—

Commercial Banking:
Commercial real estate loans	7,674		3,674	16,508	27,856	1,944,227	1,972,083	—
Commercial loans	1,067		1,957	3,107	6,131	449,244	455,375	—
Total Commercial Banking	8,741		5,631	19,615	33,987	2,393,471	2,427,458	—
Total originated loan	49,336		15,946	40,708	105,990	6,406,081	6,512,071	—

Acquired loans:
Personal Banking:
Residential mortgage loans	1,174		421	829	2,424	131,087	133,511	452
Home equity loans	1,020		258	973	2,251	300,206	302,457	204
Consumer loans	1,270		405	320	1,995	163,921	165,916	15
Total Personal Banking	3,464		1,084	2,122	6,670	595,214	601,884	671

Commercial Banking:
Commercial real estate loans	2,703		821	4,762	8,286	361,720	370,006	2,006
Commercial loans	111		124	413	648	72,738	73,386	147
Total Commercial Banking	2,814		945	5,175	8,934	434,458	443,392	2,153
Total acquired loan	6,278		2,029	7,297	15,604	1,029,672	1,045,276	2,824

Total	$	55,614	17,975	48,005	121,594	7,435,753	7,557,347	2,824

(1) Represents acquired loans that were originally recorded at fair value upon acquisition. These loans are considered to be accruing because we can reasonably estimate future cash flows on and expect to fully collect the carrying value of these loans. Therefore, we are accreting the difference between the carrying value and their expected cash flows into interest income.

Credit quality indicators : We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We analyze loans individually by classifying the loans by credit risk. Credit relationships greater than or equal to $1.0 million classified as special mention or substandard are reviewed quarterly for deterioration or improvement to determine if the loan is appropriately classified. We use the following definitions for risk ratings other than pass:

Special mention — Loans designated as special mention have specific, well-defined risk issues, which create a high level of uncertainty regarding the long-term viability of the business. Loans in this class are considered to have high-risk characteristics. A special mention loan exhibits material negative financial trends due to company-specific or systemic conditions. If these potential weaknesses are not mitigated, they threaten the borrower’s capacity to meet its debt obligations. Special mention loans still demonstrate sufficient financial flexibility to react to and positively address the root cause of the adverse financial trends without significant deviations from their current business strategy. Their potential weaknesses deserve our close attention and warrant enhanced monitoring.

Substandard — Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that

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jeopardize the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

Doubtful — Loans classified as doubtful have all the weaknesses inherent in those classified as substandard. In addition, those weaknesses make collection or liquidation in full highly questionable and improbable. A loan classified as doubtful exhibits discernible loss potential, but a complete loss seems very unlikely. The possibility of a loss on a doubtful loan is high, but because of certain important and reasonably specific pending factors that may strengthen the loan, its classification as an estimated loss is deferred until a more exact status can be determined.

Loss — Loans classified as loss are considered uncollectible and of such value that the continuance as a loan is not warranted. A loss classification does not mean that the loan has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off all or a portion of a basically worthless loan even though partial recovery may be possible in the future.

The following table sets forth information about credit quality indicators updated during the quarter ended June 30, 2017 (in thousands):



	Pass		Special mention	Substandard	Doubtful	Loss	Total loans receivable
Originated loans:
Personal Banking:
Residential mortgage loans	$	2,610,917	—	15,160	—	—	2,626,077
Home equity loans	1,016,418		—	6,104	—	—	1,022,522
Consumer loans	527,952		—	2,269	—	—	530,221
Total Personal Banking	4,155,287		—	23,533	—	—	4,178,820

Commercial Banking:
Commercial real estate loans	1,891,834		59,352	115,912	—	—	2,067,098
Commercial loans	454,686		9,030	42,819	—	—	506,535
Total Commercial Banking	2,346,520		68,382	158,731	—	—	2,573,633
Total originated loans	6,501,807		68,382	182,264	—	—	6,752,453

Acquired loans:
Personal Banking:
Residential mortgage loans	122,638		—	1,756	—	—	124,394
Home equity loans	275,915		—	2,595	—	—	278,510
Consumer loans	127,197		—	707	—	—	127,904
Total Personal Banking	525,750		—	5,058	—	—	530,808

Commercial Banking:
Commercial real estate loans	287,162		8,474	33,929	—	—	329,565
Commercial loans	66,834		1,239	5,838	—	—	73,911
Total Commercial Banking	353,996		9,713	39,767	—	—	403,476
Total acquired loans	879,746		9,713	44,825	—	—	934,284

Total loans	$	7,381,553	78,095	227,089	—	—	7,686,737

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The following table sets forth information about credit quality indicators, which were updated during the year ended December 31, 2016 (in thousands):



	Pass		Special mention	Substandard	Doubtful	Loss	Total loans receivable
Originated loans:
Personal Banking:
Residential mortgage loans	$	2,564,988	—	16,265	—	—	2,581,253
Home equity loans	1,018,898		—	7,417	—	—	1,026,315
Consumer loans	473,950		—	3,095	—	—	477,045
Total Personal Banking	4,057,836		—	26,777	—	—	4,084,613

Commercial Banking:
Commercial real estate loans	1,821,548		36,321	114,214	—	—	1,972,083
Commercial loans	401,866		15,203	38,306	—	—	455,375
Total Commercial Banking	2,223,414		51,524	152,520	—	—	2,427,458
Total originated loans	6,281,250		51,524	179,297	—	—	6,512,071

Acquired loans:
Personal Banking:
Residential mortgage loans	131,717		—	1,794	—	—	133,511
Home equity loans	300,100		—	2,357	—	—	302,457
Consumer loans	165,094		—	822	—	—	165,916
Total Personal Banking	596,911		—	4,973	—	—	601,884

Commercial Banking:
Commercial real estate loans	331,780		7,403	30,823	—	—	370,006
Commercial loans	68,127		1,989	3,270	—	—	73,386
Total Commercial Banking	399,907		9,392	34,093	—	—	443,392
Total acquired loans	996,818		9,392	39,066	—	—	1,045,276

Total	$	7,278,068	60,916	218,363	—	—	7,557,347


(6)	Goodwill and Other Intangible Assets

The following table provides information for intangible assets subject to amortization as of the dates indicated (in thousands):



	June 30, 2017			December 31, 2016
Amortizable intangible assets:
Core deposit intangibles — gross	$	63,685		37,953
Acquisitions	—			25,732
Less: accumulated amortization	(37,312		)	(34,378	)
Core deposit intangibles — net	26,373			29,307
Customer and Contract intangible assets — gross	10,474			8,496
Acquisitions	—			1,978
Less: accumulated amortization	(7,912		)	(7,348	)
Customer and Contract intangible assets — net	$	2,562		3,126

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The following table shows the actual aggregate amortization expense for the quarters and six months ended June 30, 2017 and 2016 , as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the five succeeding fiscal years (in thousands):



For the quarter ended June 30, 2017	$	1,749
For the quarter ended June 30, 2016	710
For the six months ended June 30, 2017	3,498
For the six months ended June 30, 2016	1,385
For the year ending December 31, 2017	6,764
For the year ending December 31, 2018	5,848
For the year ending December 31, 2019	4,933
For the year ending December 31, 2020	4,017
For the year ending December 31, 2021	3,188
For the year ending December 31, 2022	2,456

The following table provides information for the changes in the carrying amount of goodwill (in thousands):



	Community Banking		Consumer Finance	Total
Balance at December 31, 2015	$	260,123	1,613	261,736
Goodwill acquired	45,684		—	45,684
Balance at December 31, 2016	305,807		1,613	307,420
Goodwill acquired	—		—	—
Impairment losses	—		—	—
Balance at June 30, 2017	$	305,807	1,613	307,420

We performed our annual goodwill impairment test as of June 30, 2017 and concluded that goodwill was not impaired. See Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of our 2016 Annual Report on Form 10-K for a description of our testing procedures.


(7)	Guarantees

We issue standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. We are required to perform under a standby letter of credit when drawn upon by the guaranteed third party in the case of nonperformance by our customer. The credit risk associated with standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal loan underwriting procedures. Collateral may be obtained based on management’s credit assessment of the customer. At June 30, 2017 , the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $25.9 million , of which $17.2 million is fully collateralized. At June 30, 2017 , we had a liability, which represents deferred income, of $170,000 related to the standby letters of credit.


(8)	Earnings Per Share

Basic earnings per common share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period, without considering any dilutive items. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. All stock options outstanding during the quarter ended June 30, 2017 and 2016, were included in the computation of diluted earnings per share because the options’ exercise price was less than the average market price of the common shares of $15.97 and $14.15 , respectively. All stock options outstanding during the six months ended June 30, 2017 were included in the computation of diluted earnings per share because the options’ exercise price was less than the average market price of the common shares of $ 16.75 .Stock options to purchase 723,459 shares of common stock with a weighted average exercise price of $14.15 per share were outstanding during the six months ended June 30, 2016 but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares of $13.43 .

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The computation of basic and diluted earnings per share follows (in thousands, except share data and per share amounts):



	Quarter ended June 30,				Six Months Ended June 30,
	2017		2016		2017	2016
Reported net income/ (loss)	$	30,982	(7,008	)	48,728	10,976

Weighted average common shares outstanding	100,950,772		99,177,609		100,798,209	99,033,676
Dilutive potential shares due to effect of stock options	1,498,921		1,065,833		1,726,849	778,049
Total weighted average common shares and dilutive potential shares	102,449,693		100,243,442		102,525,058	99,811,725

Basic earnings per share:	$	0.31	(0.07	)	0.48	0.11

Diluted earnings per share:	$	0.30	(0.07	)	0.48	0.11

(9) Pension and Other Post-retirement Benefits

The following table sets forth the net periodic costs for the defined benefit pension plans and post retirement healthcare plans for the periods indicated (in thousands):

Components of net periodic benefit cost



	Quarter ended June 30,
	Pension benefits					Other post-retirement benefits
	2017			2016		2017	2016
Service cost	$	1,538		1,374		—	—
Interest cost	1,703			1,695		17	18
Expected return on plan assets	(2,628		)	(2,475	)	—	—
Amortization of prior service cost	(581		)	(580	)	—	—
Amortization of the net loss	927			928		27	22
Net periodic cost	$	959		942		44	40



	Six Months Ended June 30,
	Pension benefits					Other post-retirement benefits
	2017			2016		2017	2016
Service cost	$	3,075		2,748		—	—
Interest cost	3,440			3,391		35	35
Expected return on plan assets	(5,256		)	(4,949	)	—	—
Amortization of prior service cost	(1,162		)	(1,161	)	—	—
Amortization of the net loss	1,855			1,855		54	45
Net periodic cost	$	1,952		1,884		89	80

We anticipate making a contribution to our defined benefit pension plan of $4.0 million to $5.0 million during the year ending December 31, 2017 .

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(10)	Disclosures About Fair Value of Financial Instruments

Fair value information about financial instruments, whether or not recognized in the consolidated statement of financial condition, is required to be disclosed. These requirements exclude certain financial instruments and all nonfinancial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

Financial assets and liabilities recognized or disclosed at fair value on a recurring basis and certain financial assets and liabilities on a non-recurring basis are accounted for using a three-level hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. This hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3). When various inputs for measurement fall within different levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques:


•	Level 1 — Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.


•	Level 2 — Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.


•	Level 3 — Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include the following:


•	Quotes from brokers or other external sources that are not considered binding;


•	Quotes from brokers or other external sources where it cannot be determined that market participants would in fact transact for the asset or liability at the quoted price;


•	Quotes and other information from brokers or other external sources where the inputs are not deemed observable.

We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. We perform due diligence to understand the inputs used or how the data was calculated or derived. We also corroborate the reasonableness of external inputs in the valuation process.

The carrying amounts reported in the consolidated statement of financial condition approximate fair value for the following financial instruments: cash on hand, interest-earning deposits in other institutions, federal funds sold and other short-term investments, accrued interest receivable, accrued interest payable, and marketable securities available-for-sale.

Marketable Securities

Where available, market values are based on quoted market prices, dealer quotes, and prices obtained from independent pricing services.

Debt securities - available for sale - Generally, debt securities are valued using pricing for similar securities, recently executed transactions and other pricing models utilizing observable inputs. The valuation for most debt securities is classified as Level 2. Securities within Level 2 include corporate bonds, municipal bonds, mortgage-backed securities and US government obligations. Certain corporate debt securities do not have an active market and as such the broker pricing received uses alternative methods. The fair value of these corporate debt securities is determined by using a discounted cash flow model using market assumptions, which generally include cash flow, collateral and other market assumptions. As such, these securities are included herein as Level 3 assets.

Equity securities - available for sale - Level 1 securities include publicly traded securities valued using quoted market prices. We consider the financial condition of the issuer to determine if the securities have indicators of impairment.

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Debt securities - held to maturity - The fair value of debt securities held to maturity is determined in the same manner as debt securities available for sale.

Loans Held for Sale

The estimated fair value of loans held for sale is based on market bids obtained from potential buyers.

Loans Held for Investment

Loans with comparable characteristics including collateral and re-pricing structures are segregated for valuation purposes. Characteristics include remaining term, coupon interest, and estimated prepayment speeds. Delinquent loans are separately evaluated given the impact delinquency has on the projected future cash flow of the loan and the approximate discount or market rate. Each loan pool is separately valued utilizing a discounted cash flow analysis. Projected monthly cash flows are discounted to present value using a market rate for comparable loans, which is not considered an exit price.

Federal Home Loan Bank (“FHLB”) Stock

Due to the restrictions placed on the transferability of FHLB stock it is not practical to determine the fair value.

Deposit Liabilities

The estimated fair value of deposits with no stated maturity, which includes demand deposits, money market, and other savings accounts, is the amount payable on demand. Although market premiums paid for depository institutions reflect an additional value for these low-cost deposits, adjusting fair value for any value expected to be derived from retaining those deposits for a future period of time or from the benefit that results from the ability to fund interest-earning assets with these deposit liabilities is prohibited. The fair value estimates of deposit liabilities do not include the benefit that results from the low-cost funding provided by these deposits compared to the cost of borrowing funds in the market. Fair values for time deposits are estimated using a discounted cash flow calculation that applies contractual cost currently being offered in the existing portfolio to current market rates being offered locally for deposits of similar remaining maturities. The valuation adjustment for the portfolio consists of the present value of the difference of these two cash flows, discounted at the assumed market rate of the corresponding maturity.

Borrowed Funds

Fixed rate advances are valued by comparing their contractual cost to the prevailing market cost. The carrying amount of collateralized borrowings approximates the fair value.

Junior Subordinated Debentures

The fair value of junior subordinated debentures is calculated using the discounted cash flows at the prevailing rate of interest.

Cash flow hedges — Interest rate swap agreements (“swaps”)

The fair value of the swaps is the amount we would expect to pay to terminate the agreements and is based upon the present value of the expected future cash flows using the LIBOR swap curve, the basis for the underlying interest rate.

Off-Balance Sheet Financial Instruments

These financial instruments generally are not sold or traded, and estimated fair values are not readily available. However, the fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms. At June 30, 2017 and December 31, 2016 , there was no significant unrealized appreciation or depreciation on these financial instruments.

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The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the consolidated statement of financial condition at June 30, 2017 (in thousands):



	Carrying amount		Estimated fair value	Level 1	Level 2	Level 3
Financial assets:
Cash and cash equivalents	$	156,767	156,767	156,767	—	$	—
Securities available-for-sale	952,802		952,802	5,069	937,095	10,638
Securities held-to-maturity	36,206		36,560	—	36,560	—
Loans receivable, net	7,623,852		7,739,948	10,297	—	7,729,651
Accrued interest receivable	21,667		21,667	21,667	—	—
FHLB Stock	8,142		8,142	—	—	—
Total financial assets	$	8,799,436	8,915,886	193,800	973,655	7,740,289

Financial liabilities:
Savings and checking deposits	$	6,503,301	6,503,301	6,503,301	—	—
Time deposits	1,467,946		1,486,275	—	—	1,486,275
Borrowed funds	110,441		110,441	110,240	—	201
Junior subordinated debentures	111,213		112,922	—	—	112,922
Cash flow hedges - swaps	1,934		1,934	—	1,934	—
Accrued interest payable	530		530	530	—	—
Total financial liabilities	$	8,195,365	8,215,403	6,614,071	1,934	1,599,398

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the consolidated statement of financial condition at December 31, 2016 (in thousands):



	Carrying amount		Estimated fair value	Level 1	Level 2	Level 3
Financial assets:
Cash and cash equivalents	$	389,867	389,867	389,867	—	—
Securities available-for-sale	826,200		826,200	4,440	812,394	9,366
Securities held-to-maturity	19,978		20,426	—	20,426	—
Loans receivable, net	7,496,408		7,878,815	9,625	—	7,869,190
Assets held-for-sale	146,660		146,660	146,660	—	—
Accrued interest receivable	21,699		21,699	21,699	—	—
FHLB Stock	7,390		7,390	—	—	—
Total financial assets	$	8,908,202	9,291,057	572,291	832,820	7,878,556

Financial liabilities:
Savings and checking accounts	$	6,341,735	6,341,735	6,341,735	—	—
Time deposits	1,540,586		1,626,434	—	—	1,626,434
Liabilities held-for-sale	215,649		215,649	215,649	—	—
Borrowed funds	142,899		142,899	142,899	—	—
Junior subordinated debentures	111,213		113,313	—	—	113,313
Cash flow hedges - swaps	2,736		2,736	—	2,736	—
Accrued interest payable	643		643	643	—	—
Total financial liabilities	$	8,355,461	8,443,409	6,700,926	2,736	1,739,747

Fair value estimates are made at a point-in-time, based on relevant market data and information about the instrument. The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both June 30, 2017 and December 31, 2016 . There were no transfers of financial instruments between Level 1 and Level 2 during the quarter ended June 30, 2017 .

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The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2017 (in thousands):



	Level 1		Level 2		Level 3	Total assets at fair value
Equity securities	$	5,069	—		—	5,069

Debt securities:
U.S. government and agencies	—		3		—	3
Government sponsored enterprises	—		288,061		—	288,061
States and political subdivisions	—		55,424		—	55,424
Corporate	—		7,993		10,638	18,631
Total debt securities	—		351,481		10,638	362,119

Residential mortgage-backed securities:
GNMA	—		28,405		—	28,405
FNMA	—		86,586		—	86,586
FHLMC	—		72,323		—	72,323
Non-agency	—		568		—	568
Collateralized mortgage obligations:
GNMA	—		5,484		—	5,484
FNMA	—		213,144		—	213,144
FHLMC	—		179,045		—	179,045
SBA	—		—		—	—
Non-agency	—		59		—	59
Total mortgage-backed securities	—		585,614		—	585,614

Interest rate swaps	—		(1,934	)	—	(1,934	)

Total assets and liabilities	$	5,069	935,161		10,638	950,868

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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2016 (in thousands):



	Level 1		Level 2		Level 3	Total assets at fair value
Equity securities	$	4,440	—		—	4,440

Debt securities:
U.S. government and agencies	—		6		—	6
Government sponsored enterprises	—		294,170		—	294,170
States and political subdivisions	—		63,070		—	63,070
Corporate	—		7,614		9,366	16,980
Total debt securities	—		364,860		9,366	374,226

Residential mortgage-backed securities:
GNMA	—		30,883		—	30,883
FNMA	—		106,578		—	106,578
FHLMC	—		82,115		—	82,115
Non-agency	—		579		—	579
Collateralized mortgage obligations:
GNMA	—		6,287		—	6,287
FNMA	—		95,186		—	95,186
FHLMC	—		119,197		—	119,197
SBA	—		6,608		—	6,608
Non-agency	—		101		—	101
Total mortgage-backed securities	—		447,534		—	447,534

Interest rate swaps	—		(2,736	)	—	(2,736	)

Total assets and liabilities	$	4,440	809,658		9,366	823,464

The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods indicated (in thousands):



	Quarter ended			Six Months Ended
	June 30, 2017		June 30, 2016	June 30, 2017	June 30, 2016
Beginning balance	$	9,877	8,590	9,366	8,955

Total net realized investment gains/ (losses) and net change in unrealized appreciation/ (depreciation):
Included in net income as OTTI	—		—	—	—
Included in other comprehensive income	761		129	1,272	(236	)

Purchases	—		—	—	—
Sales	—		—	—	—
Transfers in to Level 3	—		—	—	—
Transfers out of Level 3	—		—	—	—

Ending balance	$	10,638	8,719	10,638	8,719

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Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and real estate owned. The following table represents the fair value measurement for nonrecurring assets at June 30, 2017 (in thousands):



	Level 1		Level 2	Level 3	Total assets at fair value
Loans measured for impairment	$	—	—	40,908	40,908
Mortgage servicing rights	$	—	—	131	131
Real estate owned	—		—	6,030	6,030

Total assets	$	—	—	47,069	47,069

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment, mortgage servicing rights, and real estate owned. The following table represents the fair value measurement for nonrecurring assets at December 31, 2016 (in thousands):



	Level 1		Level 2	Level 3	Total assets at fair value
Loans measured for impairment	$	—	—	41,933	41,933
Mortgage loan servicing	$	—	—	246	246
Real estate owned	—		—	4,889	4,889

Total assets	$	—	—	47,068	47,068

Impaired loans — A loan is considered to be impaired as described in Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of our 2016 Annual Report on Form 10-K. We classify loans individually evaluated for impairment that require a specific reserve as nonrecurring Level 3.

Mortgage servicing rights - Mortgage servicing rights represent the value of servicing residential mortgage loans, when the mortgage loans have been sold into the secondary market and the associated servicing has been retained. The value is determined through a discounted cash flow analysis, which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. Servicing rights and the related mortgage loans are segregated into categories or homogeneous pools based upon common characteristics. Adjustments are only made when the estimated discounted future cash flows are less than the carrying value, as determined by individual pool. As such, mortgage servicing rights are classified as nonrecurring Level 3.

Real Estate Owned — Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by delinquent borrowers. These assets are recorded on the date acquired at the lower of the related loan balance or fair value, less estimated disposition costs, with the fair value being determined by appraisal. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or fair value, less estimated disposition costs. We classify all real estate owned as nonrecurring Level 3.

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The table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at June 30, 2017 (dollar amounts in thousands):



	Fair value		Valuation techniques	Significant unobservable inputs	Range (weighted average)
Debt securities	$	10,638	Discounted cash	Discount margin	0.4% to 2.1% (0.7%)
			flow	Default rates	1.0%
				Prepayment speeds	1.0 annually

Loans measured for impairment	40,908		Appraisal value (1)	Estimated cost to sell	10.0%
			Discounted cash flow	Discount rate	4.25% to 10.0% (7.50%)

Mortgage servicing rights	131		Discounted cash	Annual service cost	$80
			flow	Prepayment rates	9.4% to 15.6% (11.2%)
				Expected life (months)	67.25 to 47.14 (60.9)
				Option adjusted spread	800 basis points
				Forward yield curve	1.05% to 2.1% (1.5%)

Real estate owned	6,030		Appraisal value (1)	Estimated cost to sell	10.0%


(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

The significant unobservable inputs used in the fair value measurement of our debt securities are discount margins, default rates and prepayment speeds. Significant increases in any of those rates would result in a significantly lower fair value measurement.


(11)	Guaranteed Preferred Beneficial Interests in the Company’s Junior Subordinated Deferrable Interest Debentures (Trust Preferred Securities) and Derivatives

We have two legacy statutory business trusts: Northwest Bancorp Capital Trust III, a Delaware statutory business trust and Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust (“Trusts”). These trusts exist solely to issue preferred securities to third parties for cash, issue common securities to the Company in exchange for capitalization of the Trusts, invest the proceeds from the sale of the trust securities in an equivalent amount of debentures of the Company, and engage in other activities that are incidental to those previously listed.

Northwest Bancorp Capital Trust III (Trust III) issued 50,000 cumulative trust preferred securities in a private transaction to a pooled investment vehicle on December 5, 2006 (liquidation value of $1,000 per preferred security or $50,000,000 ) with a stated maturity of December 30, 2035. These securities carry a floating interest rate, which is reset quarterly, equal to three-month LIBOR plus 1.38% . Northwest Bancorp Statutory Trust IV (Trust IV) issued 50,000 cumulative trust preferred securities in a private transaction to a pooled investment vehicle on December 15, 2006 (liquidation value of $1,000 per preferred security or $50,000,000 ) with a stated maturity of December 15, 2035. These securities carry a floating interest rate, which is reset quarterly, equal to three-month LIBOR plus 1.38% . The Trusts have invested the proceeds of the offerings in junior subordinated deferrable interest debentures issued by the Company. The structure of these debentures mirrors the structure of the trust-preferred securities. Trust III holds $51,547,000 of the Company’s junior subordinated debentures and Trust IV holds $51,547,000 of the Company’s junior subordinated debentures. These subordinated debentures are the sole assets of the Trusts. Cash distributions on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts. We have the right to defer payment of interest on the subordinated debentures at any time, or from time-to-time, for periods not exceeding five years. If interest payments on the subordinated debentures are deferred, the distributions on the trust preferred securities are also deferred. Interest on the subordinated debentures and distributions on the trust securities is cumulative. To date, there have been no interest deferrals. Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities.

As a result of the LNB acquisition we acquired two statutory business trusts: LNB Trust I and LNB Trust II; both are Delaware statutory business trusts. The outstanding stock issued by LNB Trust I was redeemed on December 15, 2015. At June 30, 2017 , LNB Trust II had 7,875 cumulative trust preferred securities outstanding (liquidation value of $1,000 per preferred security or $7,875,000 ) with a stated maturity of June 15, 2037. These securities carry a floating interest rate, which is reset quarterly, equal

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to three-month LIBOR plus 1.48% . LNB Trust II invested the proceeds of the offerings in junior subordinated deferrable interest debentures acquired by the Company. The structure of these debentures mirrors the structure of the trust-preferred securities. LNB Trust II holds $8,119,000 of junior subordinated debentures. The subordinated debentures are the sole assets of the Trusts. Cash distributions on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts.

Derivatives Designated as Hedging Instruments

We are currently a counterparty to two interest rate swap agreements (swaps), designating the swaps as cash flow hedges. The swaps are intended to protect against the variability of cash flows associated with Trust III and Trust IV. The first swap modifies the re-pricing characteristics of Trust III, wherein for a ten year period expiring in September 2018, the Company receives interest of three-month LIBOR from a counterparty and pays a fixed rate of 4.61% to the same counterparty calculated on a notional amount of $ 25.0 million . The other swap modifies the re-pricing characteristics of Trust IV, wherein for a ten year period expiring in December 2018, the Company receives interest of three-month LIBOR from a counterparty and pays a fixed rate of 4.09% to the same counterparty calculated on a notional amount of $25.0 million . The swap agreements were entered into with a counterparty that met our credit standards and the agreements contain collateral provisions protecting the at-risk party. We believe that the credit risk inherent in the contracts is not significant. At June 30, 2017 , $ 2.6 million of cash was pledged as collateral to the counterparty.

At June 30, 2017 , the fair value of the swap agreements was $(1.9) million and was the amount we would have expected to pay if the contracts were terminated. There was no material hedge ineffectiveness for these swaps.

Derivatives Not Designated as Hedging Instruments

We are currently a counterparty to foreign exchange contracts, which include spot and forward contracts, which are commitments to buy or sell foreign currency at an agreed-upon price on an agreed-upon settlement date. We use these instruments on a limited basis to eliminate exposure to fluctuations in currency exchange rates on certain commercial loans that are denominated in foreign currencies. As a result of fluctuations in foreign currencies, the U.S. dollar-equivalent value of the foreign currency denominated loans increase or decrease. Gains or losses on the foreign exchange contracts substantially offset the translation gains and losses on the related foreign currency denominated loans.

The following table sets forth information related to derivatives at June 30, 2017 and December 31, 2016 (in thousands):



	June 30, 2017			December 31, 2016
Derivatives designed as hedging instruments:
Fair value adjustment (1)	$	1,934		2,736
Notional amount	50,000			50,000
Collateral posted	2,555			3,005

Derivatives not designed as hedging instruments:
Foreign exchange adjustment (2)	(85		)	—
Notional amount	4,324			—

(1) Included in other liabilities.

(2) Included in other asset s.

(12) Legal Proceedings

We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated. As of June 30, 2017 we have not accrued for any legal proceedings based on our analysis of currently available information which is subject to significant judgment and a variety of assumptions and uncertainties. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate loss to us from legal proceedings.

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(13)	Changes in Accumulated Other Comprehensive Income/ (Loss)

The following table shows the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):



	For the quarter ended June 30, 2017
	Unrealized gains and (losses) on securities available- for-sale			Change in fair value of interest rate swaps		Change in defined benefit pension plans		Total
Balance as of March 31, 2017	$	1,042		(1,475	)	(26,388	)	(26,821	)

Other comprehensive income before reclassification adjustments	1,290			218		—		1,508
Amounts reclassified from accumulated other comprehensive income/ (loss) (1), (2)	(56		)	—		221		165

Net other comprehensive income	1,234			218		221		1,673

Balance as of June 30, 2017	$	2,276		(1,257	)	(26,167	)	(25,148	)



	For the quarter ended June 30, 2016
	Unrealized gains and (losses) on securities available- for-sale		Change in fair value of interest rate swaps		Change in defined benefit pension plans		Total
Balance as of March 31, 2016	$	6,817	(2,919	)	(24,856	)	(20,958	)
Other comprehensive income before reclassification adjustments	1,027		166		—		1,193
Amounts reclassified from accumulated other comprehensive income (3), (4)	22		—		226		248
Net other comprehensive income	1,049		166		226		1,441
Balance as of June 30, 2016	$	7,866	(2,753	)	(24,630	)	(19,517	)


(1)	Consists of realized gain on securities (gain on sales of investments, net) of $95 , net of tax (income tax expense) of $(39) .


(2)	Consists of amortization of prior service cost (compensation and employee benefits) of $581 and amortization of net loss (compensation and employee benefits) of $(956) , net of tax (income tax expense) of $154 . See note 9.


(3)	Consists of realized loss on securities (gain on sales of investments, net) of $(36) , net of tax (income tax expense) of $14 .


(4)	Consists of amortization of prior service cost (compensation and employee benefits) of $580 and amortization of net loss (compensation and employee benefits) of $(950) , net of tax (income tax expense) of $144 . See note 9.

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	For the six months ended June 30, 2017
	Unrealized gains and (losses) on securities available- for-sale			Change in fair value of interest rate swaps		Change in defined benefit pension plans		Total
Balance as of December 31, 2016	$	395		(1,778	)	(26,608	)	(27,991	)
Other comprehensive income before reclassification adjustments	1,948			521		—		2,469
Amounts reclassified from accumulated other comprehensive income/ (loss) (1), (2)	(67		)	—		441		374
Net other comprehensive income	1,881			521		441		2,843
Balance as of June 30, 2017	$	2,276		(1,257	)	(26,167	)	(25,148	)



	For the six months ended June 30, 2016
	Unrealized gains and (losses) on securities available- for-sale		Change in fair value of interest rate swaps		Change in defined benefit pension plans		Total
Balance as of December 31, 2015	$	3,325	(2,779	)	(25,081	)	(24,535	)
Other comprehensive income before reclassification adjustments	4,502		26		—		4,528
Amounts reclassified from accumulated other comprehensive income (3), (4)	39		—		451		490
Net other comprehensive income	4,541		26		451		5,018
Balance as of June 30, 2016	$	7,866	(2,753	)	(24,630	)	(19,517	)


(1)	Consists of realized gains on securities (gain on sales of investments, net) of $114 , net of tax (income tax expense) of $(47) .


(2)	Consists of amortization of prior service cost (compensation and employee benefits) of $1,162 and amortization of net loss (compensation and employee benefits) of $(1,910) , net of tax (income tax expense) of $307 . See note 9.


(3)	Consists of realized gains on securities (gain on sales of investments, net) of $(64) , net of tax (income tax expense) of $25 .


(4)	Consists of amortization of prior service cost (compensation and employee benefits) of $1,161 and amortization of net loss (compensation and employee benefits) of $(1,900) , net of tax (income tax expense) of $288 . See note 9.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements:

In addition to historical information, this document may contain certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, as they reflect management’s analysis only as of the date of this report. We have no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report.

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Important factors that might cause such a difference include, but are not limited to:


•	changes in laws, government regulations or policies affecting financial institutions, including regulatory fees and capital requirements;


•	general economic conditions, either nationally or in our market areas, that are different than expected;


•	competition among other financial institutions and non-depository entities;


•	inflation and changes in the interest rate environment that impact our margins or the fair value of financial instruments;


•	adverse changes in the securities markets;


•	cyber security concerns, including an interruption or breach in the security of our information systems;


•	our ability to enter new markets successfully and/or capitalize on growth opportunities;


•	managing our internal growth and our ability to successfully integrate acquired entities, businesses and branch offices;


•	changes in consumer spending, borrowing and savings habits;


•	our ability to continue to increase and manage our business and personal loans;


•	possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises;


•	the impact of the economy on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities;


•	our ability to receive regulatory approvals for proposed transactions or new lines of business:


•	the impact of the current governmental effort to restructure the U.S. financial and regulatory system;


•	changes in the financial performance and/or condition of our borrowers; and


•	the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

Overview of Critical Accounting Policies Involving Estimates

Please refer to Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of our 2016 Annual Report on Form 10-K.

Executive Summary and Comparison of Financial Condition

Total assets at June 30, 2017 were $9.499 billion, a decrease of $124.6 million, or 1.3%, from $9.624 billion at December 31, 2016 . This decrease in assets was due primarily to $131.6 million of assets sold and a cash payment of $62.9 million to Shore United Bank on May 19, 2017, in connection with our selling three branch offices.

Total loans receivable increased by $129.4 million, or 1.7%, to $7.687 billion at June 30, 2017 , from $7.557 billion at December 31, 2016 due primarily to an increase in our commercial banking loan portfolio of $106.3 million, or 3.7%, to $2.977 billion at June 30, 2017 from $2.871 billion at December 31, 2016 . This increase was due to our continued emphasis on the origination of commercial loans. Additionally, our personal banking loan portfolio increased by $23.1 million, or 0.5%, to $4.710 billion at June 30, 2017 from $4.686 billion at December 31, 2016 , due primarily to the continued growth of our residential mortgage and indirect auto portfolios.

Total deposits increased across all of our regions by a total of $88.9 million, or 1.1%, to $7.971 billion at June 30, 2017 from $7.882 billion at December 31, 2016 . Noninterest-bearing checking deposits increased by $128.6 million, or 8.9%, to $1.578 billion at June 30, 2017 from $1.449 billion at December 31, 2016 . Interest-bearing checking deposits increased by $11.9 million, or 0.8%, to $1.440 billion at June 30, 2017 from $1.428 billion at December 31, 2016 . Savings deposits increased by $62.4 million, or 3.8%, to $1.685 billion at June 30, 2017 from $1.623 billion at December 31, 2016 . Partially offsetting these increases was a decrease in time deposits of $72.6 million, or 4.7%, to $1.468 billion at June 30, 2017 from $1.541 billion at December 31, 2016 . Additionally, money market demand accounts decreased by $41.3 million, or 2.2%, to $1.800 billion at June 30, 2017 from $1.842 billion at December 31, 2016 . Despite modest increases in interest rates, these changes reflect our customers' preference for more liquid deposit products, as well as our emphasis on attracting low-cost fee-based deposits.

Borrowed funds decreased by $32.5 million, or 22.7%, to $110.4 million at June 30, 2017 , from $142.9 million at December 31, 2016 . This decrease is due to the seasonal fluctuation in the balance of collateralized borrowings.

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Total shareholders’ equity at June 30, 2017 was $1.197 billion, or $11.68 per share, an increase of $26.3 million, or 2.2%, from $1.171 billion, or $11.51 per share, at December 31, 2016 . This increase in equity was primarily the result of net income of $48.7 million and a decrease in accumulated other comprehensive loss of $2.8 million due to an improvement in the net unrealized gain of the investment securities portfolio during the quarter ended June 30, 2017 . Partially offsetting these increases was the payment of cash dividends of $32.5 million during the six months ended June 30, 2017 .

As previously announced in April, we closed all remaining offices of our consumer finance subsidiary, NCDC, on July 14, 2017. As part of this closure, all NCDC loans were transferred to Northwest for servicing and collections. Northwest will continue to make direct consumer loans to qualified customers as well as continue to offer indirect sales finance loans through various dealers and retailers.

Regulatory Capital

Financial institutions and their holding companies are subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on a company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting guidelines. Capital amounts and classifications are also subject to qualitative judgments made by the regulators about components, risk-weighting and other factors.

In July 2013, the FDIC and the other federal regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The rule limits an organization’s capital distributions and certain discretionary bonus payments if the organization does not hold a “capital conservation buffer” consisting of 2.5% of Common Equity Tier 1 ("CET1") capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

The capital conservation buffer requirement is being phased in beginning on January 1, 2016 and ending on January 1, 2019, when the full capital conservation buffer requirement will be effective.

Quantitative measures, established by regulation to ensure capital adequacy, require financial institutions to maintain minimum amounts and ratios (set forth in the table below) of total CET1 and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Capital ratios are presented in the tables below. Dollar amounts in the accompanying tables are in thousands.

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	At June 30, 2017
					Minimum capital			Well capitalized
	Actual				requirements (1)			requirements
	Amount		Ratio		Amount	Ratio		Amount	Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,073,550	15.072	%	658,865	9.250	%	712,287	10.00	%
Northwest Bank	1,012,779		14.239	%	657,930	9.250	%	711,276	10.00	%

Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,009,892		14.178	%	516,408	7.250	%	569,829	8.00	%
Northwest Bank	949,886		13.355	%	515,675	7.250	%	569,021	8.00	%

CET1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	902,017		12.664	%	409,565	5.750	%	462,986	6.50	%
Northwest Bank	949,886		13.355	%	408,984	5.750	%	462,329	6.50	%

Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc.	1,009,892		10.780	%	374,716	4.000	%	468,394	5.000	%
Northwest Bank	949,886		10.147	%	374,437	4.000	%	468,046	5.000	%

(1) Amounts and ratios include the current capital conservation buffer of 1.250%, with the exception of Tier 1 capital to average assets (leverage ratio).



	At December 31, 2016
					Minimum capital			Well capitalized
	Actual				requirements (1)			requirements
	Amount		Ratio		Amount	Ratio		Amount	Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,051,582	14.873	%	609,835	8.625	%	751,246	10.00	%
Northwest Bank	961,279		13.609	%	609,248	8.625	%	750,523	10.00	%

Tier I capital (to risk weighted assets)
Northwest Bancshares, Inc.	990,153		14.004	%	468,424	6.625	%	609,835	8.00	%
Northwest Bank	900,328		12.746	%	467,973	6.625	%	609,248	8.00	%

CET1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	882,278		12.478	%	362,366	5.125	%	503,777	6.50	%
Northwest Bank	900,328		12.746	%	362,017	5.125	%	503,292	6.50	%

Tier I capital (leverage) (to average assets)
Northwest Bancshares, Inc.	990,153		10.530	%	376,116	4.000	%	470,145	5.000	%
Northwest Bank	900,328		9.585	%	375,735	4.000	%	469,669	5.000	%

(1) Amounts and ratios include the 2016 capital conservation buffer of 0.625%, with the exception of Tier 1 capital to average assets (leverage ratio).

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Liquidity

We are required to maintain a sufficient level of liquid assets, as determined by management and reviewed for adequacy by the FDIC and the Pennsylvania Department of Banking during their regular examinations. Northwest monitors its liquidity position primarily using the ratio of unencumbered available-for-sale liquid assets as a percentage of deposits and borrowings (“liquidity ratio”). Northwest’s liquidity ratio at June 30, 2017 was 11.7%. We adjust liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes and insurance on mortgage loan escrow accounts, repayment of borrowings and loan commitments. At June 30, 2017 Northwest had $3.266 billion of additional borrowing capacity available with the FHLB, including $150.0 million on an overnight line of credit, which had a balance of $201,000 at June 30, 2017, as well as $75.3 million of borrowing capacity available with the Federal Reserve Bank and $80.0 million with two correspondent banks.

Dividends

We paid $16.3 million and $15.0 million in cash dividends during the quarters ended June 30, 2017 and 2016 , respectively. The common stock dividend payout ratio (dividends declared per share divided by net income/ (loss) per share) was 53.3% and (214.3%) for the quarters ended June 30, 2017 and 2016 , respectively, on regular dividends of $0.16 per share and $0.15 per share for the quarters ended June 30, 2017 and 2016 , respectively. We paid $32.5 million and $29.9 million in cash dividends during the six months ended June 30, 2017 and 2016 , respectively. The common stock dividend payout ratio (dividends declared per share divided by net income per share) was 66.7% and 272.7% for the six months ended June 30, 2017 and 2016 , respectively, on regular dividends of $0.32 per share and $0.30 per share for the six months ended June 30, 2017 and 2016 , respectively. On July 19, 2017, the Board of Directors declared a dividend of $0.16 per share payable on August 17, 2017 to shareholders of record as of August 3, 2016. This represents the 91st consecutive quarter we have paid a cash dividend.

Nonperforming Assets

The following table sets forth information with respect to nonperforming assets. Nonaccrual loans are those loans on which the accrual of interest has ceased. Generally, when a loan is 90 days past due, we fully reverse all accrued interest thereon and cease to accrue interest thereafter. Exceptions are made for loans that have contractually matured, are in the process of being modified to extend the maturity date and are otherwise current as to principal and interest, and well secured loans that are in process of collection. Loans may also be placed on nonaccrual before they reach 90 days past due if conditions exist that call into question our ability to collect all contractual interest. Other nonperforming assets represent property acquired through foreclosure or repossession. Foreclosed property is carried at the lower of its fair value less estimated costs to sell, or the principal balance of the related loan.



	June 30, 2017			December 31, 2016
	(Dollars in thousands)
Loans 90 days or more past due
Residential mortgage loans	$	12,053		13,621
Home equity loans	5,800			5,756
Consumer loans	2,993			3,923
Commercial real estate loans	22,044			21,834
Commercial loans	3,652			3,520
Total loans 90 days or more past due	$	46,542		48,654
Total real estate owned (REO)	6,030			4,889
Total loans 90 days or more past due and REO	52,572			53,543
Total loans 90 days or more past due to net loans receivable	0.61		%	0.65	%
Total loans 90 days or more past due and REO to total assets	0.55		%	0.56	%
Nonperforming loans:
Nonaccrual loans - loans 90 days or more delinquent	45,127			45,181
Nonaccrual loans - loans less than 90 days delinquent	27,646			34,355
Loans 90 days or more past maturity and still accruing	182			649
Total nonperforming loans	72,955			80,185
Total nonperforming assets	$	78,985		85,074
Nonaccrual troubled debt restructured loans (1)	$	17,873		16,346
Accruing troubled debt restructured loans	23,987			26,580
Total troubled debt restructured loans	$	41,860		42,926


(1)	Included in nonaccurual loans above.

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At June 30, 2017 , we expect to fully collect the carrying value of our purchased credit impaired loans and have determined that we can reasonably estimate their future cash flows including those loans that are 90 days or more delinquent. As a result, we do not consider these loans that are 90 days or more delinquent, which total $1.2 million, to be nonaccrual or impaired and continue to recognize interest income on these loans, including the loans’ accretable discount.

A loan is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement including both contractual principal and interest payments. The amount of impairment is required to be measured using one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, a specific allowance is allocated for the impairment. Impaired loans at June 30, 2017 and December 31, 2016 were $97.6 million and $108.1 million, respectively.

Allowance for Loan Losses

Our Board of Directors has adopted an “Allowance for Loan and Lease Losses” (“ALL”) policy designed to provide management with a systematic methodology for determining and documenting the ALL each reporting period. This methodology was developed to provide a consistent process and review procedure to ensure that the ALL is in conformity with GAAP, our policies and procedures and other supervisory and regulatory guidelines.

On an ongoing basis, the Credit Administration department, as well as loan officers, branch managers and department heads, review and monitor the loan portfolio for problem loans. This portfolio monitoring includes a review of the monthly delinquency reports as well as historical comparisons and trend analysis. In addition, a meeting is held every quarter with each region to monitor the performance and status of loans on an internal watch list. On an on-going basis the loan officer in conjunction with a portfolio manager grades or classifies problem loans or potential problem loans based upon their knowledge of the lending relationship and other information previously accumulated. This rating is also reviewed independently by our Loan Review department on a periodic basis. Our loan grading system for problem loans is consistent with industry regulatory guidelines which classify loans as “substandard”, “doubtful” or “loss.” Loans that do not expose us to risk sufficient to warrant classification in one of the previous categories, but which possess some weaknesses, are designated as “special mention”. A “substandard” loan is any loan that is 90 days or more contractually delinquent or is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as “doubtful” have all the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions or values, highly questionable and improbable. Loans classified as “loss” are considered uncollectible so that their continuance as assets without the establishment of a specific loss allowance is not warranted.

Credit relationships that have been classified as substandard or doubtful and are greater than or equal to $1.0 million are reviewed by the Credit Administration department for possible impairment. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement, including both contractual principal and interest payments.

If such an individual loan is deemed to be impaired, the Credit Administration department determines the proper measure of impairment for each loan based on one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent, less costs of sale or disposal. If the measurement of the impaired loan is more or less than the recorded investment in the loan, the Credit Administration department adjusts the specific allowance associated with that individual loan accordingly.

If a substandard or doubtful loan is not considered individually for impairment, it is grouped with other loans that possess common characteristics for impairment evaluation and analysis. This segmentation is accomplished by grouping loans of similar product types, risk characteristics and industry concentration into homogeneous pools. Historical loss ratios are analyzed and adjusted based on delinquency trends as well as the current economic, political, regulatory, and interest rate environment and used to estimate the current measure of impairment.

The individual impairment measures along with the estimated loss for each homogeneous pool are consolidated into one summary document. This summary schedule along with the support documentation used to establish this schedule is presented to management’s Credit Committee on a quarterly basis. The Credit Committee reviews the processes and documentation presented, reviews the concentration of credit by industry and customer, lending products and activity, competition and collateral values, as well as economic conditions in general and in each of our market areas. Based on this review and discussion, the appropriate amount of ALL is estimated and any adjustments to reconcile the actual ALL with this estimate are determined. In addition, the Credit Committee considers if any changes to the methodology are needed. The Credit Committee also reviews and discusses

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delinquency trends, nonperforming asset amounts and ALL levels and ratios compared to our peer group as well as state and national statistics. Similarly, following the Credit Committee’s review and approval, a review is performed by the Risk Management Committee of the Board of Directors on a quarterly basis.

In addition to the reviews by management’s Credit Committee and the Board of Directors’ Risk Management Committee, regulators from either the FDIC or the Pennsylvania Department of Banking and Securities perform an extensive review on an annual basis for the adequacy of the ALL and its conformity with regulatory guidelines and pronouncements. Any recommendations or enhancements from these independent parties are considered by management and the Credit Committee and implemented accordingly.

We acknowledge that this is a dynamic process and consists of factors, many of which are external and out of our control that can change often, rapidly and substantially. The adequacy of the ALL is based upon estimates using all the information previously discussed as well as current and known circumstances and events. There is no assurance that actual portfolio losses will not be substantially different than those that were estimated.

We utilize a structured methodology each period when analyzing the adequacy of the allowance for loan losses and the related provision for loan losses, which the Credit Committee assesses regularly for appropriateness. As part of the analysis as of June 30, 2017 , we considered the economic conditions in our markets, such as unemployment and bankruptcy levels as well as changes in estimates of real estate collateral values; and no changes in methodology was determined necessary. In addition, we considered the overall trends in asset quality, specific reserves already established for criticized loans, historical loss rates and collateral valuations. The allowance for loan losses increased by $2.0 million, or 3.2%, to $62.9 million, or 0.82% of total loans at June 30, 2017 from $60.9 million, or 0.81% of total loans, at December 31, 2016 .

We also consider how the levels of non-accrual loans and historical charge-offs have influenced the required amount of allowance for loan losses. Nonaccrual loans of $72.8 million or 0.95% of total loans receivable at June 30, 2017 decreased by $6.7 million, or 8.5%, from $79.5 million, or 1.05% of total loans receivable, at December 31, 2016 . As a percentage of average loans, annualized net charge-offs increased to 0.22% for the six months ended June 30, 2017 compared to 0.21% for the year ended December 31, 2016 .

Comparison of Operating Results for the Quarters Ended June 30, 2017 and 2016

Net income for the quarter ended June 30, 2017 was $31.0 million, or $0.30 per diluted share, an increase of $38.0 million, or 542.1%, from a net loss of $7.0 million, or $0.07 per diluted share, for the quarter ended June 30, 2016 . The increase in net income resulted from a decrease in noninterest expense of $28.8 million, or 28.3%, and increases in noninterest income of $21.2 million, or 104.6% and net interest income of $7.2 million, or 9.5%. Partially offsetting these factors were increases in income tax expense of $17.9 million, or 512.5%, and provision for loan losses of $1.4 million, or 32.5%. Net income for the quarter ended June 30, 2017 represents annualized returns on average equity and average assets of 10.48% and 1.30%, respectively, compared to (2.44)% and (0.32)% for the same quarter last year. A further discussion of significant changes follows.

Interest Income

Total interest income increased by $4.2 million, or 5.0%, to $89.8 million for the quarter ended June 30, 2017 from $85.6 million for the quarter ended June 30, 2016 . This increase is the result of an increase in the average balance of interest earning assets of $708.6 million, or 8.7%, to $8.835 billion for the quarter ended June 30, 2017 from $8.126 billion for the quarter ended June 30, 2016 . Partially offsetting this increase was a decrease in the average yield earned on interest earning assets to 4.08% for the quarter ended June 30, 2017 from 4.23% for the quarter ended June 30, 2016 .

Interest income on loans receivable increased by $3.2 million, or 3.9%, to $84.7 million for the quarter ended June 30, 2017 from $81.5 million for the quarter ended June 30, 2016 . This increase in interest income on loans receivable is attributed to an increase in the average balance of loans receivable of $396.9 million, or 5.5%, to $7.654 billion for the quarter ended June 30, 2017 from $7.257 billion for the quarter ended June 30, 2016 . This increase is due primarily to the addition of $455.9 million of loans acquired, at fair value, in the third quarter of 2016 and $129.4 million of loan growth during 2017. Partially offsetting this increase was a decline in the average yield on loans receivable which decreased to 4.44% for the quarter ended June 30, 2017 from 4.52% for the quarter ended June 30, 2016 . The average loan yield was negatively affected by the origination of fixed rate loans at lower rates than the existing portfolio yield as well as the runoff of higher rate consumer loans at our consumer discount subsidiary. Partially offsetting these declines was the increase in adjustable rate loans in response to increases in short-term rates by the Federal Reserve.

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Interest income on mortgage-backed securities increased by $872,000, or 41.2%, to $3.0 million for the quarter ended June 30, 2017 from $2.1 million for the quarter ended June 30, 2016 . This increase is attributable to increases in both the average balance and average yield. The average balance of mortgage-backed securities increased by $134.5 million, or 29.3%, to $592.9 million for the quarter ended June 30, 2017 from $458.4 million for the quarter ended June 30, 2016 . The increase in the average balance was due to the investment of excess cash resulting from deposit growth and office purchases. Additionally, the average yield on mortgage-backed securities increased to 2.02% for the quarter ended June 30, 2017 from 1.85% for the quarter ended June 30, 2016 due to both an increase in short-term market interest rates that positively impacted our adjustable rate mortgage-backed securities and the purchase of fixed rate mortgage-backed securities with yields higher than the existing portfolio.

Interest income on investment securities remain flat at $1.5 million for both periods. The increase of $47,000 is attributable to an increase in the average balance of investment securities of $58.8 million, or 18.7%, to $372.4 million for the quarter ended June 30, 2017 from $313.6 million for the quarter ended June 30, 2016 . This increase is due primarily to the investment of excess cash. Partially offsetting this increase was a decrease in the average yield on investment securities to 1.62% for the quarter ended June 30, 2017 from 1.87% for the quarter ended June 30, 2016 due to higher yielding municipal securities being called and replaced with lower yielding, shorter term government agency securities.

Dividends on FHLB stock decreased by $351,000, or 87.5%, to $50,000 for the quarter ended June 30, 2017 from $401,000 for the quarter ended June 30, 2016 . This decrease is attributable to decreases in both the average balance and average yield. The average yield on FHLB stock decreased to 2.64% for the quarter ended June 30, 2017 from 4.84% for the quarter ended June 30, 2016 . Additionally, the average balance of FHLB stock decreased by $25.7 million, or 77.2% to $7.6 million for the quarter ended June 30, 2017 from $33.3 million for the quarter ended June 30, 2016 . Required FHLB stock holdings fluctuate with, among other things, the utilization of our borrowing capacity as well as capital requirements established by the FHLB.

Interest income on interest-earning deposits increased by $466,000, or 665.7%, to $536,000 for the quarter ended June 30, 2017 from $70,000 for the quarter ended June 30, 2016 . This increase is attributable to increases in both the average balance and average yield. The average balance of interest-earning deposits increased by $144.1 million, or 225.5%, to $208.1 million for the quarter ended June 30, 2017 from $64.0 million for the quarter ended June 30, 2016 , due to increased customer deposits. Additionally, the average yield on interest-earning deposits increased to 1.02% for the quarter ended June 30, 2017 from 0.43% for the quarter ended June 30, 2016 , as a result of the recent increases in the targeted Federal Funds rate by the Federal Reserve Bank.

Interest Expense

Interest expense decreased by $2.9 million, or 29.4%, to $7.1 million for the quarter ended June 30, 2017 from $10.0 million for the quarter ended June 30, 2016 . This decrease in interest expense was due to a decrease in the average cost of interest-bearing liabilities to 0.42% for the quarter ended June 30, 2017 from 0.63% for the quarter ended June 30, 2016 . This decrease resulted from the replacement of $715.0 million of long-term FHLB advances with lower-cost deposits received as part of the September 2016 office acquisition. Partially offsetting the decrease in cost was an increase in the average balance of interest-bearing deposits of $1.042 billion, or 19.0%, to $6.524 billion for the quarter ended June 30, 2017 from $5.482 billion for the quarter ended June 30, 2016 . This increase is due primarily to the addition of $1.643 billion, at fair value, of deposit balances from the aforementioned office acquisition in the third quarter of 2016 and continued success in generating new checking relationships.

Net Interest Income

Net interest income increased by $7.2 million, or 9.5%, to $82.7 million for the quarter ended June 30, 2017 from $75.5 million for the quarter ended June 30, 2016 . This increase is attributable to the factors discussed above. The repayment of all FHLB advances with the $1.643 billion in deposits from the September 2016 office acquisition improved net interest spread and margin. Net interest rate spread increased to 3.66% for the quarter ended June 30, 2017 from 3.60% for the quarter ended June 30, 2016 while interest margin increased to 3.75% for the quarter ended June 30, 2017 from 3.72% for the quarter ended June 30, 2016 .

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Provision for Loan Losses

The provision for loan losses increased by $1.4 million, or 32.5%, to $5.6 million for the quarter ended June 30, 2017 from $4.2 million for the quarter ended June 30, 2016 . This increase is due primarily to reserves related to growth in our indirect automobile and commercial loan portfolios, as well as for the closure of our consumer finance subsidiary. However, overall credit quality improved as total nonaccrual loans decreased by $3.1 million, or 4.1%, to $72.8 million at June 30, 2017 from $75.9 million at June 30, 2016 and total delinquent loans decreased by $1.3 million, or 1.5%, to $82.5 million at June 30, 2017 from $83.8 million at June 30, 2016 , despite the relatively strong loan growth over the past year. Additionally, annualized net charge-offs decreased to 0.20% of total loans for the quarter ended June 30, 2017 compared to 0.31% for the quarter ended June 30, 2016 .

In determining the amount of the current period provision, we considered current economic conditions, including but not limited to unemployment levels and bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss factors. We analyze the allowance for loan losses as described in the section entitled “Allowance for Loan Losses.” The provision that is recorded is sufficient, in our judgment, to bring this reserve to a level that reflects the losses inherent in our loan portfolio relative to loan mix, economic conditions and historical loss experience.

Noninterest Income

Noninterest income increased by $21.2 million, or 104.6%, to $41.5 million for the quarter ended June 30, 2017 from $20.3 million for the quarter ended June 30, 2016 . The increase is primarily attributable to the $17.2 million gain on the sale of our three Maryland offices. Also contributing to the increase is an increase in service charges and fees of $2.1 million, or 19.9%, to $12.7 million for the quarter ended June 30, 2017 from $10.6 million for the quarter ended June 30, 2016 , due primarily to the aforementioned growth in checking accounts. Trust and other financial services income increased by $1.3 million, or 40.4%, to $4.6 million for the quarter ended June 30, 2017 from $3.3 million for the quarter ended June 30, 2016 , due to an increase in assets under management.

Noninterest Expense

Noninterest expense decreased by $28.8 million, or 28.3%, to $73.3 million for the quarter ended June 30, 2017 from $102.1 million for the quarter ended June 30, 2016 . This decrease is primarily the result of the $37.0 million penalty incurred from the prepayment of $715.0 million of FHLB long-term advances during the second quarter of 2016. Partially offsetting this decrease was an increase in compensation and employee benefits of $4.5 million, or 13.4%, to $37.7 million for the quarter ended June 30, 2017 from $33.2 million for the quarter ended June 30, 2016 . This increase is due primarily to the addition of the employees from the September 2016 office acquisition, an overall increase in health-care costs, and normal annual merit increases. Additionally, processing expenses increased by $1.5 million, amortization of intangible assets increased by $1.0 million, premises and occupancy costs increased by $828,000, and office operations increased by $827,000, due primarily to the incremental costs associated with the 18 offices acquired in the third quarter of 2016.

Income Taxes

The provision for income tax expense increased by $17.9 million, or 512.5%, to $14.4 million for the quarter ended June 30, 2017 from a tax benefit of $3.5 million for the quarter ended June 30, 2016 . This increase in income tax expense is primarily the result of an increase in income before income taxes of $55.9 million, or 532.3%.The effective tax rate for the quarter ended June 30, 2017 was 31.7% compared to 33.3% for the quarter ended June 30, 2016 . We anticipate our effective tax rate will be between 31.0% and 33.0% for all of 2017 .

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Comparison of Operating Results for the Six Months Ended June 30, 2017 and 2016

Net income for the six months ended June 30, 2017 was $48.7 million, or $0.48 per diluted share, an increase of $37.7 million, or 344.0%, from $11.0 million, or $0.11 per diluted share, for the six months ended June 30, 2016 . The increase in net income resulted from increases in noninterest income of $23.3 million, or 58.6%, and net interest income of $16.2 million, or 11.0%, and a decrease in noninterest expense of $20.5 million, or 12.4%. Partially offsetting these factors were increases in income tax expense of $17.9 million, or 389.2%, and provision for loan losses of $4.3 million, or 74.1%. Net income for the six months ended June 30, 2017 represents annualized returns on average equity and average assets of 8.34% and 1.03%, respectively, compared to 1.90% and 0.25% for the six months ended June 30, 2016 . A discussion of significant changes follows.

Interest Income

Total interest income increased by $6.2 million, or 3.6%, to $177.1 million for the six months ended June 30, 2017 from $170.9 million for the six months ended June 30, 2016 . This increase is the result of an increase in the average balance of interest earning assets of $685.4 million, or 8.4%, to $8.828 billion for the six months ended June 30, 2017 from $8.143 billion for the six months ended June 30, 2016 . Partially offsetting this increase was a decrease in the average yield on interest-earning assets to 4.04% for the six months ended June 30, 2017 from 4.22% for the six months ended June 30, 2016 .

Interest income on loans receivable increased by $5.2 million, or 3.2%, to $167.5 million for the six months ended June 30, 2017 from $162.3 million for the six months ended June 30, 2016 . This increase in interest income on loans receivable is attributed to an increase in the average balance of loans receivable of $417.8 million, or 5.8%, to $7.656 billion for the six months ended June 30, 2017 from $7.238 billion for the six months ended June 30, 2016 . This increase is due primarily to the addition of $455.9 million of loans acquired, at fair value, in the third quarter of 2016, and $129.4 million of organic loan growth during 2017. Partially offsetting this increase was a decrease in the average yield on loans receivable to 4.41% for the six months ended June 30, 2017 from 4.51% for the six months ended June 30, 2016 . The decrease in the average loan yield was primarily due to the same factors discussed in the Comparison of Operating Results for the Quarters Ended June 30, 2017 and 2016.

Interest income on mortgage-backed securities increased by $865,000, or 19.9%, to $5.2 million for the six months ended June 30, 2017 from $4.3 million for the six months ended June 30, 2016 . This increase is the result of increases in both the average balance of and average yield earned on mortgage-backed securities. The average balance of mortgage-backed securities increased by $59.3 million, or 12.5%, to $532.6 million for the six months ended June 30, 2017 from $473.3 million for the six months ended June 30, 2016 . The increase in the average balance was due to the investment of excess cash resulting from deposit growth and office purchases. The average yield on mortgage-backed securities increased to 1.96% for the six months ended June 30, 2017 from 1.84% for the six months ended June 30, 2016 due to both an increase in short-term market interest rates that positively impacted the yield of adjustable rate mortgage-backed securities and the purchase of fixed rate mortgage-backed securities with yields higher than the existing portfolio.

Interest income on investment securities decreased by $140,000, or 4.3%, to $3.1 million for the six months ended June 30, 2017 from $3.2 million for the six months ended June 30, 2016 . This decrease is result of a decrease in the average yield on investment securities to 1.64% for the six months ended June 30, 2017 from 1.84% for the six months ended June 30, 2016 . This decrease is primarily the result of higher rate, tax-free, municipal securities maturing or being called and replaced by lower yielding, shorter duration government agency securities. Partially offsetting this decrease was an increase in the average balance of investment securities of $24.5 million, or 7.0%, to $375.1 million for the six months ended June 30, 2017 from $350.6 million for the six months ended June 30, 2016 . This increase is due primarily to the investment of excess cash.

Dividends on FHLB stock decreased by $759,000, or 87.4%, to $109,000 for the six months ended June 30, 2017 from $868,000 for the six months ended June 30, 2016 . This decrease is the result of decreases in both the average balance and average yield on FHLB stock. The average balance decreased by $27.7 million, or 78.8%, to $7.5 million for the six months ended June 30, 2017 from $35.2 million for the six months ended June 30, 2016 . Additionally, the average yield decreased to 2.95% for the six months ended June 30, 2017 from 4.96% for the six months ended June 30, 2016 . Required FHLB stock holdings fluctuate with, among other things, the utilization of our borrowing capacity as well as capital requirements established by the FHLB.

Interest income on interest-earning deposits increased by $1.1 million, or 827.1%, to $1.2 million for the six months ended June 30, 2017 from $129,000 for the six months ended June 30, 2016 . This increase is the result of increases in both the average balance of and average yield earned on interest-earning deposits. The average balance increased by $211.5 million, or 460.5%, to $257.4 million for the six months ended June 30, 2017 from $45.9 million for the six months ended June 30, 2016 , due to increased customer deposits and the excess cash received from the September 2016 office acquisition. Additionally, the average yield on interest-earning deposits increased to 0.92% for the six months ended June 30, 2017 from 0.56% for the six months ended June 30, 2016 , as a result of recent increases in the targeted Federal Funds rate by the Federal Reserve Bank.

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Interest Expense

Interest expense decreased by $10.0 million, or 42.1%, to $13.8 million for the six months ended June 30, 2017 from $23.8 million for the six months ended June 30, 2016 . This decrease in interest expense was due to a decrease in the average cost of interest-bearing liabilities, to 0.41% for the six months ended June 30, 2017 from 0.74% for the six months ended June 30, 2016 , and a decrease in the average balance of borrowed funds of $704.1 million. The decrease in both the average cost of interest-bearing liabilities and the average balance of borrowed funds is due primarily to the payoff of all FHLB advances in the third quarter of 2016. Additionally, the average cost of each deposit type declined from the prior year with the exception of interest-bearing demand deposits. Partially offsetting the decrease in cost was an increase in the average balance of interest-bearing deposits of $1.084 billion, or 19.8%, to $6.551 billion for the six months ended June 30, 2017 from $5.467 billion for the six months ended June 30, 2016 . This increase is due primarily to the addition of $1.643 billion, at fair value, of deposit balances from the office acquisition in the third quarter of 2016, which was augmented by the success in procuring new checking relationships.

Net Interest Income

Net interest income increased by $16.2 million, or 11.0%, to $163.3 million for the six months ended June 30, 2017 from $147.1 million for the six months ended June 30, 2016 . This increase is attributable to the factors discussed above. The repayment of all FHLB advances with the $1.643 billion in deposits from the September 2016 office acquisition improved net interest spread and margin. Net interest rate spread increased to 3.64% for the six months ended June 30, 2017 from 3.47% for the six months ended June 30, 2016 while net interest margin increased to 3.70% for the six months ended June 30, 2017 from 3.61% for the six months ended June 30, 2016 .

Provision for Loan Losses

The provision for loan losses increased by $4.3 million, or 74.1%, to $10.2 million for the six months ended June 30, 2017 from $5.9 million for the six months ended June 30, 2016 . This increase is due primarily to reserves related to growth in our indirect automobile and commercial loan portfolios, as well as for the closure of our consumer finance subsidiary. Additionally, annualized net charge-offs increased to 0.22% of total loans for the six months ended June 30, 2017 compared to 0.21% for the six months ended June 30, 2016 . However, overall credit quality improved as total nonaccrual loans decreased by $3.1 million, or 4.1%, to $72.8 million at June 30, 2017 from $75.9 million at June 30, 2016 and total delinquent loans decreased by $1.3 million, or 1.5%, to $82.5 million at June 30, 2017 from $83.8 million at June 30, 2016 , despite robust growth in the loan portfolio.

In determining the amount of the current period provision, we considered current economic conditions, including unemployment levels and bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss factors. We analyze the allowance for loan losses as described in the section entitled “Allowance for Loan Losses.” The provision that is recorded is sufficient, in our judgment, to bring this reserve to a level that reflects the losses inherent in our loan portfolio relative to loan mix, economic conditions and historical loss experience.

Noninterest Income

Noninterest income increased by $23.3 million, or 58.6%, to $63.0 million for the six months ended June 30, 2017 from $39.7 million for the six months ended June 30, 2016 . The increase is primarily attributable to the $17.2 million gain on the sale of our three Maryland offices. Additionally, service charges and fees increased by $3.8 million, or 18.2%, to $24.5 million for the six months ended June 30, 2017 from $20.7 million for the six months ended June 30, 2016 , due primarily to the growth in checking accounts from the September 2016 office acquisition and the successful execution of internal checking account growth initiatives. Trust and other financial services income increased by $2.4 million, or 36.2%, to $8.9 million for the six months ended June 30, 2017 from $6.5 million for the six months ended June 30, 2016 , due to an increase in assets under management.

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Noninterest Expense

Noninterest expense decreased by $20.5 million, or 12.4%, to $144.9 million for the six months ended June 30, 2017 from $165.4 million for the six months ended June 30, 2016 . This decrease is primarily the result of the $37.0 million prepayment penalty incurred as a result of paying off $715.0 million of FHLB long-term advances during the second quarter of 2016. Partially offsetting this decrease was an increase in compensation and employee benefits of $9.2 million, or 13.8%, to $75.4 million for the six months ended June 30, 2017 from $66.2 million for the six months ended June 30, 2016 . This increase is due primarily to the employees added from the September 2016 office acquisition, an increase in health-care costs, and normal annual merit increases. Additionally, processing expenses increased by $3.0 million, amortization of intangible assets increased by $2.1 million, premises and occupancy costs increased by $1.8 million, and office operations increased by $1.6 million, due primarily to the incremental costs associated with the 18 offices acquired in the third quarter of 2016.

Income Taxes

The provision for income taxes increased by $17.9 million, or 389.2%, to $22.5 million for the six months ended June 30, 2017 from $4.6 million for the six months ended June 30, 2016 . This increase in income tax expense is primarily the result of an increase in pretax income of $55.6 million, or 357.3%. Our effective tax rate for the six months ended June 30, 2017 was 31.5% compared to 29.5% for the six months ended June 30, 2016 . We anticipate our effective tax rate will be between 31.0% and 33.0% for all of 2017.

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Average Balance Sheet

(Dollars in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.



	Quarter ended June 30, 2017
	2017					2016
	Average balance		Interest	Avg. yield/ cost (g)		Average balance			Interest	Avg. yield/ cost (g)
Assets:
Interest-earning assets:
Residential mortgage loans	$	2,721,445	28,245	4.15	%	$	2,751,601		29,089	4.23	%
Home equity loans	1,311,274		14,344	4.39	%	1,163,900			12,701	4.39	%
Consumer loans	636,115		9,515	6.00	%	522,745			8,697	6.69	%
Commercial real estate loans	2,430,594		27,071	4.41	%	2,356,994			26,691	4.48	%
Commercial loans	554,506		6,087	4.34	%	461,808			4,902	4.20	%
Loans receivable (a) (b) (includes FTE adjustments of $548 and $574, respectively)	7,653,934		85,262	4.47	%	7,257,048			82,080	4.55	%
Mortgage-backed securities (c)	592,917		2,987	2.02	%	458,398			2,115	1.85	%
Investment securities (c) (includes FTE adjustments of $286 and $381, respectively)	372,398		1,796	1.93	%	313,647			1,844	2.35	%
FHLB stock	7,602		50	2.64	%	33,302			401	4.84	%
Other interest-earning deposits	208,141		536	1.02	%	63,950			70	0.43	%
Total interest-earning assets (includes FTE adjustments of $834 and $955, respectively)	8,834,992		90,631	4.11	%	8,126,345			86,510	4.28	%
Noninterest earning assets (d)	716,913					755,713

Total assets	$	9,551,905				$	8,882,058

Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits	$	1,714,290	768	0.18	%	$	1,440,886		837	0.23	%
Interest-bearing checking deposits	1,451,787		283	0.08	%	1,130,122			144	0.05	%
Money market deposit accounts	1,839,693		1,064	0.23	%	1,294,381			829	0.26	%
Time deposits	1,518,650		3,711	0.98	%	1,616,260			4,055	1.01	%
Borrowed funds (e)	126,685		55	0.17	%	772,225			3,017	1.57	%
Junior subordinated debentures	111,213		1,185	4.22	%	111,213			1,126	4.01	%
Total interest-bearing liabilities	6,762,318		7,066	0.42	%	6,365,087			10,008	0.63	%
Noninterest-bearing checking deposits (f)	1,544,953					1,184,786
Noninterest-bearing liabilities	59,277					177,300

Total liabilities	8,366,548					7,727,173

Shareholders’ equity	1,185,357					1,154,885

Total liabilities and shareholders’ equity	$	9,551,905				$	8,882,058

Net interest income/ Interest rate spread			83,565	3.69	%				76,502	3.65	%

Net interest-earning assets/ Net interest margin	$	2,072,674		3.78	%	$	1,761,258			3.77	%

Ratio of interest-earning assets to interest-bearing liabilities	1.31X					1.28		X


(a)	Average gross loans includes loans held as available-for-sale and loans placed on nonaccrual status.


(b)	Interest income includes accretion/ amortization of deferred loan fees/ expenses, which were not material.


(c)	Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.


(d)	Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.


(e)	Average balances include FHLB borrowings and collateralized borrowings.


(f)	Average cost of deposits were 0.29% and 0.35%, respectively.

(g)

Annualized. Shown on a fully tax-equivalent basis (“FTE”). The FTE basis adjusts for the tax benefit of income on certain tax exempt loans and investments using the federal statutory rate of 35% for each period presented. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts. GAAP basis yields were: Loans — 4.44% and 4.52%, respectively; Investment securities — 1.62% and 1.87%, respectively; interest-earning assets — 4.08% and 4.23%, respectively. GAAP basis net interest rate spreads were 3.66% and 3.60%, respectively; and GAAP basis net interest margins were 3.75% and 3.72%, respectively.

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Rate/ Volume Analysis

(Dollars in Thousands)

The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) net change. Changes that cannot be attributed to either rate or volume have been allocated to both rate and volume.

Quarters ended June 30, 2017 and 2016



	Rate			Volume		Net Change
Interest earning assets:
Loans receivable	$	(1,708	)	4,890		3,182
Mortgage-backed securities	194			678		872
Investment securities	(393		)	345		(48	)
FHLB stock	(112		)	(239	)	(351	)
Other interest-earning deposits	148			318		466
Total interest-earning assets	(1,871		)	5,992		4,121

Interest-bearing liabilities:
Savings deposits	(193		)	124		(69	)
Interest-bearing checking deposits	76			63		139
Money market deposit accounts	(83		)	318		235
Time deposits	(98		)	(246	)	(344	)
Borrowed funds	(690		)	(2,272	)	(2,962	)
Junior subordinated debentures	59			—		59
Total interest-bearing liabilities	(929		)	(2,013	)	(2,942	)

Net change in net interest income	$	(942	)	8,005		7,063

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Average Balance Sheet

(Dollars in thousands)



	Six Months Ended June 30,
	2017						2016
	Average balance			Interest	Avg. yield/ cost (g)		Average balance			Interest	Avg. yield/ cost (g)
Assets:
Interest-earning assets:
Residential mortgage loans	$	2,720,180		55,554	4.08	%	$	2,745,695		58,874	4.29	%
Home equity loans	1,321,902			28,545	4.35	%	1,170,653			25,243	4.34	%
Consumer loans	631,726			19,216	6.13	%	516,419			16,916	6.59	%
Commercial real estate loans	2,443,262			53,633	4.37	%	2,353,371			52,684	4.43	%
Commercial loans	538,760			11,602	4.28	%	451,893			9,625	4.21	%
Loans receivable (a) (b) (includes FTE adjustments of $1,085 and $1,157, respectively)	7,655,830			168,550	4.44	%	7,238,031			163,342	4.54	%
Mortgage-backed securities (c)	532,631			5,209	1.96	%	473,346			4,344	1.84	%
Investment securities (c) (includes FTE adjustments of $592 and $770, respectively)	375,093			3,677	1.96	%	350,553			3,995	2.28	%
FHLB stock	7,454			109	2.95	%	35,200			868	4.96	%
Other interest-earning deposits	257,427			1,196	0.92	%	45,926			129	0.56	%

Total interest-earning assets (includes FTE adjustments of $1,677 and $1,927, respectively)	8,828,435			178,741	4.08	%	8,143,056			172,678	4.26	%

Noninterest earning assets (d)	751,774						753,474

Total assets	$	9,580,209					$	8,896,530

Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits	$	1,708,441		1,524	0.18	%	$	1,423,343		1,702	0.24	%
Interest-bearing checking deposits	1,437,112			399	0.06	%	1,111,981			300	0.05	%
Money market deposit accounts	1,859,383			2,138	0.23	%	1,291,457			1,694	0.26	%
Time deposits	1,545,959			7,230	0.94	%	1,640,291			8,257	1.01	%
Borrowed funds (e)	131,750			112	0.17	%	835,832			9,556	2.30	%
Junior subordinated debentures	111,213			2,353	4.21	%	111,213			2,245	3.99	%

Total interest-bearing liabilities	6,793,858			13,756	0.41	%	6,414,117			23,754	0.74	%

Noninterest-bearing checking deposits	1,525,723						1,109,662
Noninterest-bearing liabilities	82,997						213,301

Total liabilities	8,402,578						7,737,080

Shareholders’ equity	1,177,631						1,159,450

Total liabilities and shareholders’ equity	$	9,580,209					$	8,896,530

Net interest income/ Interest rate spread				164,985	3.67	%				148,924	3.52	%

Net interest-earning assets/ Net interest margin	$	2,034,577			3.74	%	$	1,728,939			3.66	%

Ratio of interest-earning assets to interest-bearing liabilities	1.30		X				1.26		X


(a)	Average gross loans includes loans held as available-for-sale and loans placed on nonaccrual status.


(b)	Interest income includes accretion/ amortization of deferred loan fees/ expenses, which were not material.


(c)	Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.


(d)	Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.


(e)	Average balances include FHLB borrowings and collateralized borrowings.


(f)	Average cost of deposits were 0.28% and 0.37%, respectively.

(g)

Annualized. Shown on a fully tax-equivalent basis (“FTE”). The FTE basis adjusts for the tax benefit of income on certain tax exempt loans and investments using the federal statutory rate of 35% for each period presented. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts. GAAP basis yields were: Loans – 4.41% and 4.51%, respectively; Investment securities – 1.64% and 1.84%, respectively; interest-earning assets – 4.04% and 4.22%, respectively. GAAP basis net interest rate spreads were 3.64% and 3.47%, respectively; and GAAP basis net interest margins were 3.70% and 3.61%, respectively.

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Rate/ Volume Analysis

(Dollars in Thousands)

Six Months Ended June 30, 2017 and 2016



	Rate			Volume		Net Change
Interest earning assets:
Loans receivable	$	(4,435	)	9,643		5,208
Mortgage-backed securities	285			580		865
Investment securities	(559		)	241		(318	)
FHLB stock	(212		)	(547	)	(759	)
Other interest-earning deposits	376			691		1,067
Total interest-earning assets	(4,545		)	10,608		6,063

Interest-bearing liabilities:
Savings deposits	(428		)	250		(178	)
Interest-bearing checking deposits	12			87		99
Money market deposit accounts	(204		)	648		444
Time deposits	(553		)	(474	)	(1,027	)
Borrowed funds	(2,819		)	(6,625	)	(9,444	)
Junior subordinated debentures	108			—		108
Total interest-bearing liabilities	(3,884		)	(6,114	)	(9,998	)

Net change in net interest income	$	(661	)	16,722		16,061

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the holding company for a savings bank, one of our primary market risks is interest rate risk. Interest rate risk is the sensitivity of net interest income to variations in interest rates over a specified time period. The sensitivity results from differences in the time periods in which interest rate sensitive assets and liabilities mature or re-price. We attempt to control interest rate risk by matching, within acceptable limits, the re-pricing periods of assets and liabilities. We have attempted to limit our exposure to interest sensitivity by increasing core deposits, enticing customers to extend certificates of deposit maturities, borrowing funds with fixed-rates and longer maturities and by shortening the maturities of our assets by emphasizing the origination of more short-term fixed rate loans and adjustable rate loans. We also continue to sell a portion of the long-term, fixed-rate mortgage loans that we originate. In addition, we purchase shorter term or adjustable-rate investment securities and mortgage-backed securities.

We have an Asset/Liability Committee consisting of members of management which meets monthly to review market interest rates, economic conditions, the pricing of interest-earning assets and interest-bearing liabilities and the balance sheet structure. On a quarterly basis, this Committee also reviews the interest rate risk position and cash flow projections.

The Board of Directors has a Risk Management Committee which meets quarterly and reviews interest rate risk and trends, our interest sensitivity position, the liquidity position and the market risk inherent in the investment portfolio.

In an effort to assess interest rate risk and market risk, we utilize a simulation model to determine the effect of immediate incremental increases and decreases in interest rates on net income and the market value of equity. Certain assumptions are made regarding loan prepayments and decay rates of savings and interest-bearing demand accounts. Because it is difficult to accurately

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project the market reaction of depositors and borrowers, the effect of actual changes in interest rates on these assumptions may differ from simulated results. We have established the following guidelines for assessing interest rate risk:

Net interest income simulation . Given a non-parallel shift of 100 basis points (“bps”), 200 bps and 300 bps in interest rates, the estimated net income may not decrease by more than 5%, 10% and 15%, respectively, within a one-year period.

Net income simulation . Given a non-parallel shift of 100 basis points (“bps”), 200 bps and 300 bps in interest rates, the estimated net income may not decrease by more than 10%, 20% and 30%, respectively, within a one-year period.

Market value of equity simulation . The market value of equity is the present value of assets and liabilities. Given a non-parallel shift of 100 bps, 200 bps and 300 bps in interest rates, the market value of equity may not decrease by more than 15%, 30% and 35%, respectively, from the computed economic value at current interest rate levels.

The following table illustrates the simulated impact of a 100 bps, 200 bps or 300 bps upward or a 100 bps downward movement in interest rates on net income, return on average equity, earnings per share and market value of equity. This analysis was prepared assuming that interest-earning asset and interest-bearing liability levels at June 30, 2017 remain constant. The impact of the rate movements was computed by simulating the effect of an immediate and sustained shift in interest rates over a twelve-month period from June 30, 2017 levels.



	Increase									Decrease
Non-parallel shift in interest rates over the next 12 months	100 bps			200 bps			300 bps			100 bps
Projected percentage increase/ (decrease) in net interest income	(0.7		)%	(0.2		)%	(0.7		)%	(3.9		)%
Projected percentage increase/ (decrease) in net income	(0.7		)%	1.1		%	1.2		%	(9.6		)%
Projected increase/ (decrease) in return on average equity	(0.7		)%	1.2		%	1.3		%	(9.2		)%
Projected increase/ (decrease) in earnings per share	$	(0.01	)	$	0.01		$	0.01		$	(0.10	)
Projected percentage increase/ (decrease) in market value of equity	(3.1		)%	(7.5		)%	(12.7		)%	(2.0		)%

The figures included in the table above represent projections that were computed based upon certain assumptions including prepayment rates and decay rates. These assumptions are inherently uncertain and, as a result, cannot precisely predict the impact of changes in interest rates. Actual results may differ significantly due to timing, magnitude and frequency of interest rate changes and changes in market conditions.

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ITEM 4. CONTROLS AND PROCEDURES

Under the supervision of and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective.

There were no changes in the internal controls over financial reporting during the period covered by this report or in other factors that have materially affected, or are reasonably likely to materially affect the internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to a number of asserted and unasserted claims encountered in the normal course of business. We believe that any additional liability, other than that which has already been accrued, that may result from such potential litigation will not have a material adverse effect on the financial statements. However, we cannot presently determine whether or not any claims against us will have a material adverse effect on our results of operations in any future reporting period. See note 12.

Item 1A. Risk Factors

Except as previously disclosed, there have been no material updates or additions to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations.

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

a.) Not applicable.

b.) Not applicable.

c.) The following table discloses information regarding the repurchase of shares of common stock during the quarter ending June 30, 2017 :



Month	Number of shares purchased	Average price paid per share		Total number of shares purchased as part of a publicly announced repurchase plan (1)	Maximum number of shares yet to be purchased under the plan (1)
April	—	$	—	—	4,834,089
May	—	—		—	4,834,089
June	—	—		—	4,834,089
	—	$	—


(1)	Reflects the program for 5,000,000 shares announced December 13, 2012. This program does not have an expiration date.

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Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits



31.1			Certification of the Chief Executive Officer pursuant to Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of the Chief Financial Officer pursuant to Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of the 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.



101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.



NORTHWEST BANCSHARES, INC.
(Registrant)


Date:	August 9, 2017	By:	/s/ William J. Wagner
			William J. Wagner
			President and Chief Executive Officer
			(Duly Authorized Officer)


Date:	August 9, 2017	By:	/s/ Gerald J. Ritzert
			Gerald J. Ritzert
			Controller
			(Principal Accounting Officer)

Exhibit 31.1

Certification

I, William J. Wagner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Northwest Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



August 9, 2017		/s/ William J. Wagner
Date		William J. Wagner
		Chief Executive Officer

Exhibit 31.2

Certification

I, William W. Harvey, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Northwest Bancshares, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



August 9, 2017		/s/ William W. Harvey, Jr.
Date		William W. Harvey, Jr.
		Chief Financial Officer

Exhibit 32.1

Certification by the Chief Executive Officer and Chief Financial Officer

The undersigned officers of Northwest Bancshares, Inc. (the “Company”) hereby certify that, to the best of their knowledge:

1. The Company’s quarterly report on Form 10-Q for the period ended June 30, 2017 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



August 9, 2017		/s/ William J. Wagner
Date		William J. Wagner
		Chief Executive Officer


August 9, 2017		/s/ William W. Harvey, Jr.
Date		William W. Harvey, Jr.
		Chief Financial Officer

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002.

A signed original of this written statement required by Section 906 has been provided to Northwest Bancshares, Inc. and will be retained by Northwest Bancshares, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.