Northwest Bancshares, Inc. - Quarter Report: 2019 March (Form 10-Q)

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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 March 31, 2019

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 every Interactive Data File required to be submitted 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 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 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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, 0.01 Par Value	NWBI	The NASDAQ Stock Market, LLC

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), 106,251,814 shares outstanding as of April 30, 2019.

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NORTHWEST BANCSHARES, INC.

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PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of March 31, 2019 and December 31, 2018 (Unaudited)	1

	Consolidated Statements of Income for the quarter ended March 31, 2019 and 2018 (Unaudited)	2

	Consolidated Statements of Comprehensive Income for the quarter ended March 31, 2019 and 2018 (Unaudited)	3

	Consolidated Statements of Changes in Shareholders’ Equity for the quarter ended March 31, 2019 and 2018 (Unaudited)	4

	Consolidated Statements of Cash Flows for the quarter ended March 31, 2019 and 2018 (Unaudited)	5

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50

Item 4.	Controls and Procedures	51

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	51

Item 1A.	Risk Factors	51

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

Item 3.	Defaults Upon Senior Securities	52

Item 4.	Mine Safety Disclosures	52

Item 5.	Other information	52

Item 6.	Exhibits	52

	Signature	53

	Certifications

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Item 1. FINANCIAL STATEMENTS

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except share data)



	March 31, 2019			December 31, 2018
Assets
Cash and cash equivalents	$	92,923		68,789
Marketable securities available-for-sale (amortized cost of $845,989 and $811,015)	842,657			801,450
Marketable securities held-to-maturity (fair value of $21,597 and $22,446)	21,671			22,765
Total cash and cash equivalents and marketable securities	957,251			893,004

Personal Banking:
Residential mortgage loans	2,867,161			2,864,470
Home equity loans	1,324,405			1,258,422
Consumer loans	931,062			859,713
Total Personal Banking loans	5,122,628			4,982,605
Commercial Banking:
Commercial real estate loans	2,799,309			2,471,821
Commercial loans	647,938			597,013
Total Commercial Banking loans	3,447,247			3,068,834
Total loans	8,569,875			8,051,439
Allowance for loan losses	(55,721		)	(55,214	)
Total loans, net	8,514,154			7,996,225

Federal Home Loan Bank stock, at cost	12,533			15,635
Accrued interest receivable	28,107			24,490
Real estate owned, net	2,345			2,498
Premises and equipment, net	149,623			143,390
Bank-owned life insurance	186,251			171,079
Goodwill	344,720			307,420
Other intangible assets	25,872			19,821
Other assets	76,232			34,211
Total assets	$	10,297,088		9,607,773

Liabilities and Shareholders’ Equity
Liabilities:
Noninterest-bearing demand deposits	$	1,992,126		1,736,156
Interest-bearing demand deposits	1,583,049			1,455,460
Money market deposit accounts	1,778,806			1,661,623
Savings deposits	1,711,216			1,636,099
Time deposits	1,527,327			1,404,841
Total deposits	8,592,524			7,894,179

Borrowed funds	114,081			234,389
Junior subordinated debentures	121,757			111,213
Advances by borrowers for taxes and insurance	44,905			43,298
Accrued interest payable	1,111			744
Other liabilities	106,434			66,312
Total liabilities	8,980,812			8,350,135

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, 106,220,030 and 103,354,030 shares issued, respectively	1,062			1,034
Paid-in capital	795,044			745,926
Retained earnings	555,205			550,374
Accumulated other comprehensive loss	(35,035		)	(39,696	)
Total shareholders’ equity	1,316,276			1,257,638
Total liabilities and shareholders’ equity	$	10,297,088		9,607,773

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 March 31,
	2019			2018
Interest income
Loans receivable	$	94,935		85,220
Mortgage-backed securities	3,965			3,013
Taxable investment securities	936			678
Tax-free investment securities	182			390
Federal Home Loan Bank stock dividends	171			97
Interest-earning deposits	100			135
Total interest income	100,289			89,533
Interest expense
Deposits	10,145			6,458
Borrowed funds	2,162			1,308
Total interest expense	12,307			7,766
Net interest income	87,982			81,767
Provision for loan losses	6,467			4,209
Net interest income after provision for loan losses	81,515			77,558
Noninterest income:
Gain/(loss) on sale of investments	(6		)	153
Service charges and fees	12,043			11,899
Trust and other financial services income	4,195			4,031
Insurance commission income	2,178			2,749
Loss on real estate owned, net	(3		)	(546	)
Income from bank-owned life insurance	1,005			990
Mortgage banking income	216			224
Other operating income	2,034			2,288
Total noninterest income	21,662			21,788
Noninterest expense
Compensation and employee benefits	38,188			36,510
Premises and occupancy costs	7,218			7,307
Office operations	3,131			3,408
Collections expense	308			512
Processing expenses	10,434			9,706
Marketing expenses	1,886			2,140
Federal deposit insurance premiums	706			717
Professional services	2,524			2,277
Amortization of intangible assets	1,447			1,520
Real estate owned expense	159			292
Restructuring/acquisition expense	1,926			—
Other expenses	3,497			3,032
Total noninterest expense	71,424			67,421
Income before income taxes	31,753			31,925
Federal and state income taxes expense	6,709			6,940
Net income	$	25,044		24,985
Basic earnings per share	$	0.24		0.25
Diluted earnings per share	$	0.24		0.24

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 March 31,
	2019		2018
Net income	$	25,044	24,985
Other comprehensive income net of tax:
Net unrealized holding gains/(losses) on marketable securities:
Unrealized holding gains/(losses) net of tax of $(1,781), and $1,587, respectively	4,452		(3,955	)
Reclassification adjustment for gains included in net income, net of tax of $0 and $7, respectively	—		(26	)
Net unrealized holding gains/(losses) on marketable securities	4,452		(3,981	)

Change in fair value of interest rate swaps, net of tax of $0, and $(95), respectively	—		360

Defined benefit plan:
Reclassification adjustments for prior period service costs and net losses included in net income, net of tax of $(82) and $(90), respectively	209		226

Other comprehensive income/(loss)	4,661		(3,395	)

Total comprehensive income	$	29,705	21,590

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 March 31, 2018					Paid-in capital	Retained earnings		Accumulated other comprehensive loss		Total shareholders’ equity
	Common stock
	Shares	Amount
Balance at December 31, 2017	102,394,828	$	1,027		730,719	508,058		(32,080	)	1,207,724

Reclassification due to adoption of ASU No. 2018-02	—	—			—	6,746		(6,746	)	—

Comprehensive income:
Net income	—	—			—	24,985		—		24,985

Other comprehensive loss, net of tax of $1,409	—	—			—	—		(3,395	)	(3,395	)

Total comprehensive income/(loss)	—	—			—	31,731		(10,141	)	21,590

Exercise of stock options	204,834	2			2,365	—		—		2,367

Stock-based compensation expense	—	—			978	—		—		978

Stock-based compensation forfeited	—	(3		)	3	—		—		—

Dividends paid ($0.17 per share)	—	—			—	(17,405	)	—		(17,405	)

Balance at March 31, 2018	102,599,662	$	1,026		734,065	522,384		(42,221	)	1,215,254



Quarter ended March 31, 2019					Paid-in capital	Retained earnings		Accumulated other comprehensive loss		Total shareholders’ equity
	Common stock
	Shares		Amount
Balance at December 31, 2018	103,354,030		$	1,034	745,926	550,374		(39,696	)	1,257,638

Comprehensive income:
Net income	—		—		—	25,044		—		25,044

Other comprehensive income, net of tax of $(1,863)	—		—		—	—		4,661		4,661

Total comprehensive income/(loss)	—		—		—	25,044		4,661		29,705

Acquisition of Union Community Bank ("UCB")	2,462,373		24		43,264	—		—		43,288

Reclassification due to adoption of ASU No. 2016-02	—		—		—	(1,570	)	—		(1,570	)

Exercise of stock options	431,782		4		4,654	—		—		4,658

Stock-based compensation expense	—		—		1,200	—		—		1,200

Stock-based compensation forfeited	(28,155	)	—		—	—		—		—

Dividends paid ($0.18 per share)	—		—		—	(18,643	)	—		(18,643	)

Balance at March 31, 2019	106,220,030		$	1,062	795,044	555,205		(35,035	)	1,316,276

See accompanying notes to unaudited consolidated financial statements.

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)



	Quarter ended March 31,
	2019			2018
Operating activities:
Net Income	$	25,044		24,985
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	6,467			4,209
Net loss on sale of assets	810			1,009
Net depreciation, amortization and accretion	1,285			3,753
(Increase)/decrease in other assets	(41,336		)	1,294
Increase/(decrease) in other liabilities	36,106			(7,364	)
Net amortization on marketable securities	236			466
Noncash write-down of real estate owned	160			774
Origination of loans held for sale	—			(1,297	)
Proceeds from sale of loans held for sale	—			4,501
Noncash compensation expense related to stock benefit plans	1,200			978
Net cash provided by operating activities	29,972			33,308

Investing activities:
Purchase of marketable securities available-for-sale	(20,219		)	(14,250	)
Proceeds from maturities and principal reductions of marketable securities held-to-maturity	1,090			1,965
Proceeds from maturities and principal reductions of marketable securities available-for-sale	31,282			37,721
Proceeds from sale of marketable securities available-for-sale	32,319			5,206
Proceeds from bank-owned life insurance	2,207			—
Loan originations	(763,848		)	(723,096	)
Proceeds from loan maturities and principal reductions	649,597			624,663
Net proceeds of Federal Home Loan Bank stock	3,555			4,039
Proceeds from sale of real estate owned	1,078			2,618
Sale of real estate owned for investment, net	152			152
Purchase of premises and equipment	(3,478		)	(489	)
Acquisitions, net of cash received	(25,833		)	—
Net cash used in investing activities	(92,098		)	(61,471	)

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)

(in thousands)



	Quarter ended March 31,
	2019			2018
Financing activities:
Increase in deposits, net	$	218,966		158,500
Net decrease in short-term borrowings	(120,308		)	(3,680	)
Increase in advances by borrowers for taxes and insurance	1,587			2,829
Cash dividends paid	(18,643		)	(17,405	)
Proceeds from stock options exercised	4,658			2,367
Net cash provided by financing activities	86,260			142,611

Net increase in cash and cash equivalents	$	24,134		114,448

Cash and cash equivalents at beginning of period	$	68,789		77,710
Net increase in cash and cash equivalents	24,134			114,448
Cash and cash equivalents at end of period	$	92,923		192,158
Cash paid during the period for:
Interest on deposits and borrowings (including interest credited to deposit accounts of $9,364 and $6,171, respectively)	$	11,940		7,698
Income taxes	$	1,747		1,367

Business acquisitions:
Fair value of assets acquired	$	580,407		—
Northwest Bancshares, Inc. common stock issued	(43,288		)	—
Cash paid	(42,500		)	—
Liabilities assumed	$	494,619		—

Non-cash activities:
Loan foreclosures and repossessions	$	1,492		2,396
Sale of real estate owned financed by the Company	—			183

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 182 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 Capital Group, Inc., Allegheny Services, Inc., Great Northwest Corporation, and The Bert Company (doing business as Northwest Insurance Services). 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, 2018 updated, as required, for any new pronouncements or changes.

Certain items previously reported have been reclassified to conform to the current year's reporting format.

The results of operations for the quarter ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or any other period.

Stock-Based Compensation

Stock-based compensation expense of $1.2 million and $978,000 for the quarters ended March 31, 2019 and 2018, respectively, was recognized in compensation expense relating to our stock benefit plans. At March 31, 2019, there was compensation expense of $3.8 million to be recognized for awarded but unvested stock options and $16.6 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 March 31, 2019 we had no liability for unrecognized tax benefits.

We recognize interest accrued related to: (1) unrecognized tax benefits in other expenses and (2) refund claims in other operating income. We recognize 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, 2018, 2017, 2016 and 2015.

Recent Accounting Pronouncements

(a) Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Accounting Standards Codification ("ASC") Topic 842 establishes a right of use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases of all classes of underlying assets that have a lease term of 12 months or less and we recognize lease expense for these leases on a straight-line basis over the term of the lease.

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On January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective transition approach as of the effective date, January 1, 2019. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e. January 1, 2017). The Company has elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company also elected the practical expedient to use hindsight for leases existing at the adoption date.

As a result of the adoption of ASU 2016-02, we recognized an operating lease ROU asset of $40.2 million, an operating lease liability of approximately $42.2 million and a cumulative-effect adjustment on retained earnings of $1.6 million on the consolidated statements of financial condition as of January 1, 2019, with no impact on our consolidated statement of income or consolidated statement of cash flows compared to the prior lease accounting model.

(b) Recently Issued Accounting Standards

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 and instead requires 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 assets 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 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. Management has created a formal working group to govern the implementation of these amendments, consisting of key stakeholders from finance, risk, credit and accounting. We are currently in the process of designing current expected credit loss estimation methodologies and systems, and collecting data to be able to comply with the standard. We have engaged with a third party to assist in the development of certain portfolio-level estimation methodologies and have chosen a third-party software platform provider. We are also evaluating the effect this guidance will have on our results of operations, financial position and related disclosures. The impact of the ASU will depend upon the state of the economy and the nature of our portfolios, among other items, at the date of adoption.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This guidance removes, modifies and adds disclosure requirements for fair value measurements. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those years, with early adoption permitted for any removed or modified disclosure requirements. Transition is on a prospective basis for the new and modified disclosures, and on a retrospective basis for disclosures that have been eliminated. We do not expect this guidance to have a material impact on our financial statements.

In August 2018, the FASB issued ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) - Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.” This guidance removes and adds disclosure requirements for defined benefit pension or other post-retirement plans. This guidance is effective for annual periods beginning after December 15, 2020, with early adoption permitted, and requires retrospective adoption for all periods presented. We do not expect this guidance to have a material impact on our financial statements.

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This guidance aligns the requirements for capitalization of implementation costs incurred in a hosting arrangement that is a service contract with the existing guidance for internal-use software. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those years, with early adoption permitted. Transition can either be on

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a retrospective basis or a prospective basis on all implementation costs incurred after the date of adoption. We are evaluating the impact this new accounting guidance will have on our financial statements.

(2) Acquisition

On March 8, 2019, the Company completed the merger with Donegal Financial Services Corporation ("DFSC"), the holding company for Union Community Bank ("UCB"), for total consideration of $85.8 million. The transaction has expanded Northwest’s franchise by 12 offices in Lancaster County in eastern Pennsylvania. The result of UCB's operations are included in the Consolidated Statements of Income from the date of acquisition.

Under the terms of the merger agreement, the two shareholders of DFSC, Donegal Mutual Insurance Company and Donegal Group Inc., received payment in the form of 50% cash and 50% stock, or a total of $42.5 million and 2,462,373 shares of common stock of the Company, valued at $43.3 million, based on the $17.58 closing price of the Company's stock on March 8, 2019.

The following table shows the assets acquired and the liabilities assumed that were recorded at fair value on the date of acquisition (in thousands):



Consideration paid:
Northwest Bancshares, Inc. common stock issued	$	43,288
Cash paid to DFSC	42,500
Total consideration paid	85,788

Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value (1)
Cash and cash equivalents	$	16,667
Investment securities available-for-sale	78,594
Loans	407,840
Federal Home Loan Bank stock	453
Premises and equipment	6,520
Core deposit intangible	7,498
Other assets	25,535
Deposits	(479,379		)
Other liabilities	(15,240		)
Total identifiable net assets	$	48,488

Goodwill	$	37,300

(1) Amounts are estimates and subject to adjustment. Actual amounts are not expected to differ materially from the amounts shown.

We estimated the fair value of loans acquired from UCB by utilizing a methodology wherein similar loans were aggregated into pools. Cash flows for each pool were determined by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value based on a market rate for similar loans. There was no carryover of UCB’s allowance for loan losses associated with the loans we acquired as the loans were initially recorded at fair value. Loans acquired with evidence of credit quality deterioration were evaluated and not considered to be significant.

The core deposit intangible asset recognized as part of the UCB merger is being amortized over its estimated useful life of approximately seven years utilizing an accelerated method. The goodwill, which is not amortized for book purposes, was assigned to our Community Banking segment and is not deductible for tax purposes. The fair values of savings and transaction deposit accounts acquired from UCB were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit were valued by projecting out the expected cash flows based on the contractual terms of the certificates of deposit. These cash flows were discounted based on a market rate for a certificate of deposit with a corresponding maturity.

Direct costs related to the UCB merger were expensed as incurred and were $1.9 million during the three months ended March 31, 2019, which includes technology and communications costs, professional services, marketing and advertising, and other noninterest expenses.

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(3) Leases

At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification of a finance or operating lease. Operating lease ROU assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments. ROU assets are further adjusted for lease incentives and initial direct costs.

The Company has operating leases for certain branch and office facilities or land with lease terms up to 35 years. These leases generally contain renewal options for periods ranging from one to ten years. These options are included in the lease term when it is reasonably certain that the options will be exercised.

Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., common area maintenance, taxes, etc.). The Company elected the option of not separating lease and non-lease

components and instead we account for them as a single lease component.

Certain lease agreements include rental payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected adjustment for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Generally, the Company cannot practically determine the interest rate implicit in the lease. Therefore, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. The components of lease cost recognized within our consolidated statements of income were as follows (in thousands):



	For the quarter ended March 31, 2019
Operating lease costs (office operations)	$	1,299
Variable lease costs (office operations)	134
Total operating lease costs	$	1,433

Amounts reported in the consolidated statements of financial condition were as follows:



Operating leases:	For the quarter ended March 31, 2019
Operating lease ROU assets (other assets)	$	43,479
Operating lease liabilities (other liabilities)	46,147

Other information related to leases as of March 31, 2019 was as follows:



Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	1,441
ROU assets obtained in exchange for lease obligations	$	4,126
Weighted average remaining lease term	15.5 years
Weighted average discount rate	3.8		%

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Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.

Maturities of lease liabilities by fiscal year for our operating leases are as follows (in thousands):



	As of March 31, 2019
2019	$	4,112
2020	4,940
2021	4,604
2022	4,297
2023	4,035
Thereafter	40,973
Total lease payments	62,961
Less amount of lease payments representing interest	16,814
Total present value of lease payments	$	46,147



	As of December 31, 2018
2019	$	4,677
2020	3,884
2021	3,179
2022	2,465
2023	2,040
Thereafter	7,784
Total lease payments	$	24,029

The Company has an additional operating lease with undiscounted payments of $3.4 million which has not commenced as of March 31, 2019, and as such, has not been recognized in the Company’s consolidated statement of financial condition. We anticipate this lease to commence during 2019.

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(4) Investment securities and impairment of investment securities

The following table shows the portfolio of investment securities available-for-sale at March 31, 2019 (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	$	14,804	44	—		14,848

Debt issued by government sponsored enterprises:
Due in one year or less	85,092		—	(457	)	84,635
Due in one year through five years	101,060		204	(1,104	)	100,160
Due in five years through ten years	987		15	—		1,002
Due after ten years	3,295		—	(132	)	3,163

Municipal securities:
Due in one year or less	974		2	—		976
Due in one year through five years	3,990		73	—		4,063
Due in five years through ten years	12,086		100	—		12,186
Due after ten years	14,716		87	—		14,803

Corporate debt issues:
Due in one year or less	41		—	—		41
Due in five years through ten years	915		—	—		915

Residential mortgage-backed securities:
Fixed rate pass-through	154,338		1,224	(2,585	)	152,977
Variable rate pass-through	22,782		899	(6	)	23,675
Fixed rate agency CMOs	368,622		1,958	(3,680	)	366,900
Variable rate agency CMOs	62,287		198	(172	)	62,313
Total residential mortgage-backed securities	608,029		4,279	(6,443	)	605,865
Total marketable securities available-for-sale	$	845,989	4,804	(8,136	)	842,657

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The following table shows the portfolio of investment securities available-for-sale at December 31, 2018 (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 through five years	$	14,756	24	—		14,780

Debt issued by government sponsored enterprises:
Due in one year or less	85,089		—	(795	)	84,294
Due in one year through five years	101,078		71	(1,512	)	99,637
Due after ten years	3,546		—	(142	)	3,404

Municipal securities:
Due in one year or less	1,333		2	(6	)	1,329
Due in one year through five years	3,985		54	(4	)	4,035
Due in five years through ten years	10,603		60	—		10,663
Due after ten years	5,105		31	—		5,136

Corporate debt issues:
Due in five years through ten years	914		—	—		914

Residential mortgage-backed securities:
Fixed rate pass-through	130,172		568	(4,113	)	126,627
Variable rate pass-through	24,761		1,003	(5	)	25,759
Fixed rate agency CMOs	365,427		865	(5,921	)	360,371
Variable rate agency CMOs	64,246		280	(25	)	64,501
Total residential mortgage-backed securities	584,606		2,716	(10,064	)	577,258
Total marketable securities available-for-sale	$	811,015	2,958	(12,523	)	801,450

The following table shows the portfolio of investment securities held-to-maturity at March 31, 2019 (in thousands):



	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses		Fair value
Residential mortgage-backed securities:
Fixed rate pass-through	$	2,734	81	—		2,815
Variable rate pass-through	1,588		42	—		1,630
Fixed rate agency CMOs	16,698		6	(213	)	16,491
Variable rate agency CMOs	651		10	—		661
Total residential mortgage-backed securities	21,671		139	(213	)	21,597
Total marketable securities held-to-maturity	$	21,671	139	(213	)	21,597

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The following table shows the portfolio of investment securities held-to-maturity at December 31, 2018 (in thousands):



	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses		Fair value
Residential mortgage-backed securities:
Fixed rate pass-through	$	2,896	53	—		2,949
Variable rate pass-through	1,666		39	—		1,705
Fixed rate agency CMOs	17,552		—	(422	)	17,130
Variable rate agency CMOs	651		11	—		662
Total residential mortgage-backed securities	22,765		103	(422	)	22,446
Total marketable securities held-to-maturity	$	22,765	103	(422	)	22,446

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 March 31, 2019 (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	$	—	—		136,932	(1,692	)	136,932	(1,692	)
Residential mortgage-backed securities - agency	31,340		(165	)	322,681	(6,492	)	354,021	(6,657	)
Total temporarily impaired securities	$	31,340	(165	)	459,613	(8,184	)	490,953	(8,349	)



	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	$	—	—		136,425	(2,449	)	136,425	(2,449	)
Municipal securities	929		(1	)	1,709	(10	)	2,638	(11	)
Residential mortgage-backed securities - agency	34,031		(30	)	346,675	(10,456	)	380,706	(10,486	)
Total temporarily impaired securities	$	34,960	(31	)	484,809	(12,915	)	519,769	(12,946	)

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. We do not have the intent to sell these securities and it is more likely than not that we will not have to sell these securities before a recovery of our cost basis. For these reasons, we consider the unrealized losses to be temporary impairment losses.

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.

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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 ended March 31 (in thousands):



	2019		2018
Beginning balance at January 1, (1)	$	—	352
Credit losses on debt securities for which other-than-temporary impairment was not previously recognized	—		—
Reduction for losses realized during the quarter	—		—
Reduction for securities sold/called realized during the quarter	—		(352	)
Additional credit losses on debt securities for which other-than-temporary impairment was previously recognized	—		—
Ending balance at March 31,	$	—	—

(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 March 31, 2019 and December 31, 2018 (in thousands):



	March 31, 2019							December 31, 2018
	Originated			Acquired		Total		Originated		Acquired		Total
Personal Banking:
Residential mortgage loans (1)	$	2,763,192		96,319		2,859,511		2,766,430		93,782		2,860,212
Home equity loans	1,035,189			289,216		1,324,405		1,043,878		214,544		1,258,422
Consumer finance loans (2)	2,292			—		2,292		3,817		—		3,817
Consumer loans	852,608			51,520		904,128		775,378		58,671		834,049
Total Personal Banking	4,653,281			437,055		5,090,336		4,589,503		366,997		4,956,500

Commercial Banking:
Commercial real estate loans	2,443,717			507,294		2,951,011		2,416,047		223,327		2,639,374
Commercial loans	634,417			68,599		703,016		612,962		48,816		661,778
Total Commercial Banking	3,078,134			575,893		3,654,027		3,029,009		272,143		3,301,152
Total loans receivable, gross	7,731,415			1,012,948		8,744,363		7,618,512		639,140		8,257,652

Deferred loan costs	40,043			689		40,732		36,820		798		37,618
Allowance for loan losses	(51,711		)	(4,010	)	(55,721	)	(51,751	)	(3,463	)	(55,214	)
Undisbursed loan proceeds:
Residential mortgage loans	(8,440		)	—		(8,440	)	(11,513	)	—		(11,513	)
Commercial real estate loans	(138,241		)	(13,461	)	(151,702	)	(167,029	)	(524	)	(167,553	)
Commercial loans	(53,918		)	(1,160	)	(55,078	)	(63,605	)	(1,160	)	(64,765	)
Total loans receivable, net	$	7,519,148		995,006		8,514,154		7,361,434		634,791		7,996,225

(1) There were no loans held for sale at March 31, 2019 and December 31, 2018.

(2) Represents loans from our consumer finance subsidiary that was closed in 2017. Such loans are no longer being originated.

Acquired loans were initially measured at fair value and subsequently accounted for under either 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):



	March 31, 2019		December 31, 2018
Acquired loans evaluated individually for future credit losses:
Outstanding principal balance	$	8,068	8,189
Carrying value	5,607		5,690

Acquired loans evaluated collectively for future credit losses:
Outstanding principal balance	1,005,356		637,170
Carrying value	993,409		632,564

Total acquired loans:
Outstanding principal balance	1,013,424		645,359
Carrying value	999,016		638,254

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, 2017	$	1,540
Accretion	(785		)
Net reclassification from nonaccretable yield	—
Balance at December 31, 2018	755
Accretion	(132		)
Net reclassification from nonaccretable yield	—
Balance at March 31, 2019	$	623

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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 three months ended March 31, 2019 (in thousands):



	Carrying value		Outstanding principal balance	Related impairment reserve	Average recorded investment in impaired loans	Interest income recognized
Personal Banking:
Residential mortgage loans	$	975	1,579	6	982	32
Home equity loans	997		1,960	7	1,003	28
Consumer loans	17		36	4	24	3
Total Personal Banking	1,989		3,575	17	2,009	63

Commercial Banking:
Commercial real estate loans	3,539		4,408	1	3,561	67
Commercial loans	79		85	—	79	2
Total Commercial Banking	3,618		4,493	1	3,640	69

Total	$	5,607	8,068	18	5,649	132

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, 2018 (in thousands):



	Carrying value		Outstanding principal balance	Related impairment reserve	Average recorded investment in impaired loans	Interest income recognized
Personal Banking:
Residential mortgage loans	$	990	1,598	6	1,294	226
Home equity loans	1,008		1,959	7	1,483	157
Consumer loans	29		76	4	53	35
Total Personal Banking	2,027		3,633	17	2,830	418

Commercial Banking:
Commercial real estate loans	3,584		4,471	1	4,028	358
Commercial loans	79		85	—	82	9
Total Commercial Banking	3,663		4,556	1	4,110	367

Total	$	5,690	8,189	18	6,940	785

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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 March 31, 2019 (in thousands):



	Balance as of March 31, 2019		Current period provision		Charge-offs		Recoveries	Balance as of December 31, 2018
Originated loans:
Personal Banking:
Residential mortgage loans	$	4,005	186		(349	)	114	4,054
Home equity loans	3,062		(35	)	(112	)	25	3,184
Consumer finance loans	405		(229	)	(179	)	137	676
Consumer loans	11,130		3,051		(2,809	)	484	10,404
Total Personal Banking	18,602		2,973		(3,449	)	760	18,318

Commercial Banking:
Commercial real estate loans	25,470		(464	)	(569	)	124	26,379
Commercial loans	7,639		874		(457	)	168	7,054
Total Commercial Banking	33,109		410		(1,026	)	292	33,433
Total originated loans	51,711		3,383		(4,475	)	1,052	51,751

Acquired loans:
Personal Banking:
Residential mortgage loans	92		8		(8	)	9	83
Home equity loans	399		45		(42	)	48	348
Consumer loans	454		34		(32	)	33	419
Total Personal Banking	945		87		(82	)	90	850

Commercial Banking:
Commercial real estate loans	2,467		255		(35	)	251	1,996
Commercial loans	598		2,742		(2,813	)	52	617
Total Commercial Banking	3,065		2,997		(2,848	)	303	2,613
Total acquired loans	4,010		3,084		(2,930	)	393	3,463

Total	$	55,721	6,467		(7,405	)	1,445	55,214

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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 March 31, 2018 (in thousands):



	Balance as of March 31, 2018		Current period provision		Charge-offs		Recoveries	Balance as of December 31, 2017
Originated loans:
Personal Banking:
Residential mortgage loans	$	3,724	31		(196	)	65	3,824
Home equity loans	3,717		(85	)	(301	)	31	4,072
Consumer finance loans	3,031		338		(1,553	)	278	3,968
Consumer loans	9,140		3,279		(3,177	)	563	8,475
Total Personal Banking	19,612		3,563		(5,227	)	937	20,339

Commercial Banking:
Commercial real estate loans	20,218		703		(540	)	144	19,911
Commercial loans	9,293		(340	)	(828	)	139	10,322
Total Commercial Banking	29,511		363		(1,368	)	283	30,233
Total originated loans	49,123		3,926		(6,595	)	1,220	50,572

Acquired loans:
Personal Banking:
Residential mortgage loans	89		(43	)	(5	)	6	131
Home equity loans	728		202		(310	)	74	762
Consumer loans	807		(54	)	(72	)	43	890
Total Personal Banking	1,624		105		(387	)	123	1,783

Commercial Banking:
Commercial real estate loans	3,430		(130	)	(11	)	22	3,549
Commercial loans	1,034		308		(197	)	32	891
Total Commercial Banking	4,464		178		(208	)	54	4,440
Total acquired loans	6,088		283		(595	)	177	6,223

Total	$	55,211	4,209		(7,190	)	1,397	56,795

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The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at March 31, 2019 (in thousands):



	Total loans receivable		Allowance for loan losses	Nonaccrual loans (1)	Loans past due 90 days or more and still accruing (2)	TDRs	Allowance related to TDRs	Additional commitments to customers with loans classified as TDRs
Personal Banking:
Residential mortgage loans	$	2,867,161	4,097	13,052	—	7,517	813	—
Home equity loans	1,324,405		3,462	7,299	166	2,125	510	31
Consumer finance loans	2,292		405	—	—	—	—	—
Consumer loans	928,770		11,583	4,128	—	—	—	—
Total Personal Banking	5,122,628		19,547	24,479	166	9,642	1,323	31

Commercial Banking:
Commercial real estate loans	2,799,309		27,937	41,278	—	19,372	1,568	491
Commercial loans	647,938		8,237	7,022	—	3,798	330	6
Total Commercial Banking	3,447,247		36,174	48,300	—	23,170	1,898	497

Total	$	8,569,875	55,721	72,779	166	32,812	3,221	528


(1)	Includes $15.0 million of nonaccrual TDRs.


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

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2018 (in thousands):



	Total loans receivable		Allowance for loan losses	Nonaccrual loans (1)	Loans past due 90 days or more and still accruing (2)	TDRs	Allowance related to TDRs	Additional commitments to customers with loans classified as TDRs
Personal Banking:
Residential mortgage loans	$	2,864,470	4,137	15,848	—	5,382	993	—
Home equity loans	1,258,422		3,532	7,075	136	4,502	1,520	4
Consumer finance loans	3,817		676	22	3	—	—	—
Consumer loans	855,896		10,823	4,300	27	—	—	—
Total Personal Banking	4,982,605		19,168	27,245	166	9,884	2,513	4

Commercial Banking:
Commercial real estate loans	2,471,821		28,375	36,935	—	19,859	313	310
Commercial loans	597,013		7,671	8,101	—	3,865	263	74
Total Commercial Banking	3,068,834		36,046	45,036	—	23,724	576	384

Total	$	8,051,439	55,214	72,281	166	33,608	3,089	388


(1)	Includes $15.3 million of nonaccrual TDRs.


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

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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 three months ended March 31, 2019 (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	$	10,781	2,271	505	6,318	19,875	19,696	258
Home equity loans	5,542		1,757	—	1,780	9,079	8,698	166
Consumer loans	3,215		913	—	—	4,128	3,992	92
Total Personal Banking	19,538		4,941	505	8,098	33,082	32,386	516

Commercial Banking:
Commercial real estate loans	24,528		16,750	3,390	7,460	52,128	48,887	486
Commercial loans	2,027		4,995	232	2,303	9,557	8,877	111
Total Commercial Banking	26,555		21,745	3,622	9,763	61,685	57,764	597

Total	$	46,093	26,686	4,127	17,861	94,767	90,150	1,113

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, 2018 (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	$	12,965	2,883	—	6,660	22,508	20,733	910
Home equity loans	5,996		1,079	—	1,818	8,893	9,075	511
Consumer finance loans	22		—	—	—	22	24	—
Consumer loans	3,228		1,072	—	—	4,300	3,992	235
Total Personal Banking	22,211		5,034	—	8,478	35,723	33,824	1,656

Commercial Banking:
Commercial real estate loans	25,509		11,426	8,549	4,435	49,919	41,328	1,599
Commercial loans	3,010		5,091	2,453	2,087	12,641	9,186	507
Total Commercial Banking	28,519		16,517	11,002	6,522	62,560	50,514	2,106

Total	$	50,730	21,551	11,002	15,000	98,283	84,338	3,762

At March 31, 2019, 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.

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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 March 31, 2019 (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	$	2,859,252	7,909	7,909	813	—
Home equity loans	1,322,279		2,126	2,126	510	—
Consumer finance loans	2,292		—	—	—	—
Consumer loans	928,747		23	23	6	—
Total Personal Banking	5,112,570		10,058	10,058	1,329	—

Commercial Banking:
Commercial real estate loans	2,764,907		34,402	31,264	6,249	3,138
Commercial loans	640,264		7,674	6,399	746	1,275
Total Commercial Banking	3,405,171		42,076	37,663	6,995	4,413

Total	$	8,517,741	52,134	47,721	8,324	4,413

The following table provides information related to the evaluation of impaired loans by portfolio segment and by class of financing receivable at December 31, 2018 (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	$	2,856,359	8,111	8,111	747	—
Home equity loans	1,256,255		2,167	2,167	523	—
Consumer finance loans	3,817		—	—	—	—
Consumer loans	855,867		29	29	6	—
Total Personal Banking	4,972,298		10,307	10,307	1,276	—

Commercial Banking:
Commercial real estate loans	2,436,605		35,216	31,830	6,499	3,386
Commercial loans	588,932		8,081	6,738	767	1,343
Total Commercial Banking	3,025,537		43,297	38,568	7,266	4,729

Total	$	7,997,835	53,604	48,875	8,542	4,729

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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 nine 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 premiums or discounts), 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 in accordance with 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 (dollars in thousands):



	For the quarter ended March 31,
	2019				2018
	Number of contracts	Amount			Number of contracts	Amount
Beginning TDR balance:	195	$	33,608		205	$	32,104
New TDRs	—	—			9	4,935
Re-modified TDRs	—	—			—	—
Net paydowns		(796		)		(947		)
Charge-offs:
Residential mortgage loans	—	—			1	(135		)
Home equity loans	—	—			—	—
Commercial real estate loans	—	—			1	(203		)
Commercial loans	—	—			1	(721		)
Paid-off loans:
Residential mortgage loans	—	—			1	(249		)
Home equity loans	—	—			1	(12		)
Commercial real estate loans	—	—			4	(1,574		)
Commercial loans	—	—			5	(2,232		)
Ending TDR balance:	195	$	32,812		200	$	30,966

Accruing TDRs		$	17,861			$	19,749
Non-accrual TDRs		14,951				11,217

During the quarter ended March 31, 2019, there were no new TDRs. Additionally, no TDRs modified within the previous twelve months of March 31, 2019 have subsequently defaulted.

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



	For the quarter ended March 31, 2018
	Number of contracts	Recorded investment at the time of modification		Current recorded investment	Current allowance
Troubled debt restructurings:
Personal Banking:
Residential mortgage loans	2	$	214	213	21
Home equity loans	3	140		139	36
Total Personal Banking	5	354		352	57

Commercial Banking:
Commercial real estate loans	1	2,401		2,385	—
Commercial loans	3	2,180		1,431	—
Total Commercial Banking	4	4,581		3,816	—

Total	9	$	4,935	4,168	57

During the quarter ended March 31, 2018, no TDRs modified within the previous twelve months of March 31, 2018 subsequently defaulted.

The following table provides information as of March 31, 2018 for troubled debt restructurings (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the quarter ended March 31, 2018 (dollars in thousands):



		Type of modification
	Number of contracts	Rate		Payment	Maturity date	Other	Total
Personal Banking:
Residential mortgage loans	2	$	—	—	178	35	213
Home equity loans	3	30		—	—	109	139
Total Personal Banking	5	30		—	178	144	352

Commercial Banking:
Commercial real estate loans	1	—		—	—	2,385	2,385
Commercial loans	3	—		—	—	1,431	1,431
Total Commercial Banking	4	—		—	—	3,816	3,816

Total	9	$	30	—	178	3,960	4,168

No TDRs were re-modified during the quarters ended March 31, 2018 and March 31, 2019.

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The following table provides information related to loan payment delinquencies at March 31, 2019 (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	$	25,013	2,427	9,332	36,772	2,734,070	2,770,842	—
Home equity loans	6,440		1,880	4,263	12,583	1,022,606	1,035,189	—
Consumer finance loans	295		47	—	342	1,950	2,292	—
Consumer loans	7,032		2,021	3,001	12,054	864,507	876,561	—
Total Personal Banking	38,780		6,375	16,596	61,751	4,623,133	4,684,884	—

Commercial Banking:
Commercial real estate loans	28,064		859	21,205	50,128	2,255,348	2,305,476	—
Commercial loans	2,318		117	1,525	3,960	576,539	580,499	—
Total Commercial Banking	30,382		976	22,730	54,088	2,831,887	2,885,975	—
Total originated loans	69,162		7,351	39,326	115,839	7,455,020	7,570,859	—

Acquired loans:
Personal Banking:
Residential mortgage loans	2,996		175	1,469	4,640	91,679	96,319	20
Home equity loans	1,186		664	1,279	3,129	286,087	289,216	—
Consumer loans	196		109	220	525	51,684	52,209	6
Total Personal Banking	4,378		948	2,968	8,294	429,450	437,744	26

Commercial Banking:
Commercial real estate loans	901		3,205	3,384	7,490	486,343	493,833	61
Commercial loans	1,041		621	502	2,164	65,275	67,439	—
Total Commercial Banking	1,942		3,826	3,886	9,654	551,618	561,272	61
Total acquired loans	6,320		4,774	6,854	17,948	981,068	999,016	87

Total loans	$	75,482	12,125	46,180	133,787	8,436,088	8,569,875	87


(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, 2018 (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	$	27,245	5,732	11,668	44,645	2,714,474	2,759,119	—
Home equity loans	6,810		1,771	4,825	13,406	1,030,472	1,043,878	—
Consumer finance loans	661		172	21	854	2,963	3,817	—
Consumer loans	9,000		2,867	3,037	14,904	793,092	807,996	—
Total Personal Banking	43,716		10,542	19,551	73,809	4,541,001	4,614,810	—

Commercial Banking:
Commercial real estate loans	5,391		4,801	21,721	31,913	2,217,105	2,249,018	—
Commercial loans	609		560	2,714	3,883	545,474	549,357	—
Total Commercial Banking	6,000		5,361	24,435	35,796	2,762,579	2,798,375	—
Total originated loan	49,716		15,903	43,986	109,605	7,303,580	7,413,185	—

Acquired loans:
Personal Banking:
Residential mortgage loans	532		693	1,317	2,542	91,240	93,782	19
Home equity loans	1,839		294	1,212	3,345	211,199	214,544	40
Consumer loans	447		175	196	818	58,651	59,469	6
Total Personal Banking	2,818		1,162	2,725	6,705	361,090	367,795	65

Commercial Banking:
Commercial real estate loans	112		586	3,866	4,564	218,239	222,803	78
Commercial loans	364		—	296	660	46,996	47,656	—
Total Commercial Banking	476		586	4,162	5,224	265,235	270,459	78
Total acquired loan	3,294		1,748	6,887	11,929	626,325	638,254	143

Total	$	53,010	17,651	50,873	121,534	7,929,905	8,051,439	143

(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 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 three months ended March 31, 2019 (in thousands):



	Pass		Special mention	Substandard	Doubtful	Loss	Total loans receivable
Originated loans:
Personal Banking:
Residential mortgage loans	$	2,762,876	—	7,966	—	—	2,770,842
Home equity loans	1,029,941		—	5,248	—	—	1,035,189
Consumer finance loans	2,292		—	—	—	—	2,292
Consumer loans	872,778		—	3,783	—	—	876,561
Total Personal Banking	4,667,887		—	16,997	—	—	4,684,884

Commercial Banking:
Commercial real estate loans	2,113,010		84,164	108,302	—	—	2,305,476
Commercial loans	513,805		34,096	32,598	—	—	580,499
Total Commercial Banking	2,626,815		118,260	140,900	—	—	2,885,975
Total originated loans	7,294,702		118,260	157,897	—	—	7,570,859

Acquired loans:
Personal Banking:
Residential mortgage loans	95,131		—	1,188	—	—	96,319
Home equity loans	287,382		—	1,834	—	—	289,216
Consumer loans	51,762		—	447	—	—	52,209
Total Personal Banking	434,275		—	3,469	—	—	437,744

Commercial Banking:
Commercial real estate loans	464,166		2,889	26,778	—	—	493,833
Commercial loans	59,355		514	7,570	—	—	67,439
Total Commercial Banking	523,521		3,403	34,348	—	—	561,272
Total acquired loans	957,796		3,403	37,817	—	—	999,016

Total loans	$	8,252,498	121,663	195,714	—	—	8,569,875

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The following table sets forth information about credit quality indicators, which were updated during the year ended December 31, 2018 (in thousands):



	Pass		Special mention	Substandard	Doubtful	Loss	Total loans receivable
Originated loans:
Personal Banking:
Residential mortgage loans	$	2,749,266	—	9,853	—	—	2,759,119
Home equity loans	1,038,245		—	5,633	—	—	1,043,878
Consumer finance loans	3,817		—	—	—	—	3,817
Consumer loans	804,075		—	3,921	—	—	807,996
Total Personal Banking	4,595,403		—	19,407	—	—	4,614,810

Commercial Banking:
Commercial real estate loans	2,062,728		91,142	95,148	—	—	2,249,018
Commercial loans	503,665		15,760	29,932	—	—	549,357
Total Commercial Banking	2,566,393		106,902	125,080	—	—	2,798,375
Total originated loans	7,161,796		106,902	144,487	—	—	7,413,185

Acquired loans:
Personal Banking:
Residential mortgage loans	92,625		—	1,157	—	—	93,782
Home equity loans	213,273		—	1,271	—	—	214,544
Consumer loans	58,954		—	515	—	—	59,469
Total Personal Banking	364,852		—	2,943	—	—	367,795

Commercial Banking:
Commercial real estate loans	191,622		3,546	27,635	—	—	222,803
Commercial loans	35,397		3,521	8,738	—	—	47,656
Total Commercial Banking	227,019		7,067	36,373	—	—	270,459
Total acquired loans	591,871		7,067	39,316	—	—	638,254

Total	$	7,753,667	113,969	183,803	—	—	8,051,439


(6)	Goodwill and Other Intangible Assets

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



	March 31, 2019			December 31, 2018
Amortizable intangible assets:
Core deposit intangibles - gross	$	63,685		63,685
Acquisitions	7,498			—
Less: accumulated amortization	(46,324		)	(45,027	)
Core deposit intangibles - net	24,859			18,658
Customer and Contract intangible assets - gross	10,474			10,474
Less: accumulated amortization	(9,461		)	(9,311	)
Customer and Contract intangible assets - net	$	1,013		1,163

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The following table shows the actual aggregate amortization expense for the quarters ended March 31, 2019 and 2018, 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 March 31, 2019	$	1,447
For the quarter ended March 31, 2018	1,520
For the year ending December 31, 2019	6,718
For the year ending December 31, 2020	5,535
For the year ending December 31, 2021	4,438
For the year ending December 31, 2022	3,438
For the year ending December 31, 2023	2,561
For the year ending December 31, 2024	1,876

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



	Total
Balance at December 31, 2017	$	307,420
Goodwill from acquisition	—
Balance at December 31, 2018	307,420
Goodwill from acquisition	37,300
Balance at March 31, 2019	$	344,720

We performed our annual goodwill impairment test as of June 30, 2018 in accordance with ASC 350, ("Step 0"), as updated by ASU 2017-04 and concluded that goodwill was not impaired. As of March 31, 2019, there were no events or changes in circumstances that would cause us to update that goodwill impairment test.

(7) Borrowed Funds

(a) Borrowings

Borrowings from the Federal Home Loan Bank of Pittsburgh ("FHLB"), are secured by our residential first mortgage and other qualifying loans. Certain of these borrowings are subject to restrictions or penalties in the event of prepayment.

The revolving line of credit with the FHLB carries a commitment of $250.0 million. The rate is adjusted daily by the FHLB, and any borrowings on this line may be repaid at any time without penalty. At March 31, 2019 and December 31, 2018 the balance of the revolving line of credit was $16.3 million and $128.6 million, respectively.

At March 31, 2019 and December 31, 2018 collateralized borrowings, due within one year, were $97.8 million, and $105.8 million, respectively. These borrowings are collateralized by cash or various securities held in safekeeping by the FHLB.

(b) Trust Preferred Securities

Prior to our merger with DFSC, we owned three statutory business trusts: Northwest Bancorp Capital Trust III, a Delaware statutory business trust, Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust and LNB Trust II, a Delaware statutory business trust (the Trusts). The 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 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 issued 50,000 cumulative trust preferred securities in a private transaction to a pooled investment vehicle on December 5, 2005 (liquidation value of $1,000 per preferred security or $50,000,000) with a stated maturity of December 30, 2035 and a floating rate of interest, which is reset quarterly, equal to three-month LIBOR plus 1.38%. Northwest Bancorp Statutory Trust IV issued 50,000 cumulative trust preferred securities in a private transaction to a pooled investment vehicle on December 15, 2005 (liquidation value of $1,000 per preferred security or $50,000,000) with a stated maturity of December 15, 2035 and a floating rate of interest, which is reset quarterly, equal to three-month LIBOR plus 1.38%. LNB Trust II has 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 and a floating rate of interest, which resets quarterly, equal to three-month LIBOR plus 1.48%. As the shareholders of the trust preferred securities are the primary beneficiaries of the Trusts, the Trusts are not consolidated in our financial statements.

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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. Northwest Bancorp Capital Trust III holds $51,547,000 of the Company’s junior subordinated debentures due December 30, 2035 with a floating rate of interest, reset quarterly, of three-month LIBOR plus 1.38%. The rate in effect at March 31, 2019 was 3.97%. Northwest Bancorp Statutory Trust IV holds $51,547,000 of the Company’s junior subordinated debentures due December 15, 2035 with a floating rate of interest, reset quarterly, of three-month LIBOR plus 1.38%. The rate in effect at March 31, 2019 was 3.99%. LNB Trust II holds $8,119,000 of the Company's junior subordinated debentures due June 15, 2037, with a floating rate of interest, reset quarterly, of three-month LIBOR plus 1.48%. The rate in effect at March 31, 2019 was 4.09%.

As a result of the merger with DFSC, we acquired two additional statutory business trusts: Union National Capital Trust I ("UNCT I") and Union National Capital Trust II ("UNCT II"); both are Delaware statutory business trusts. At March 31, 2019, UNCT I had 8,000 cumulative trust preferred securities outstanding (liquidation value of $1,000 per preferred security or $8,000,000) with a stated maturity of December 19, 2034. These securities carry a floating interest rate, which is reset quarterly, equal to three-month LIBOR plus 2.85%. At March 31, 2019, UNCT II had 3,000 cumulative trust preferred securities outstanding (liquidation value of $1,000 per preferred security or $3,000,000) with a stated maturity of October 14, 2034. These securities carry a floating interest rate, which is reset quarterly, equal to three-month LIBOR plus 2.0%. The Trusts have invested the proceeds of the offerings in junior subordinated deferrable interest debentures held by the Company. The structure of these debentures mirrors the structure of the trust-preferred securities. UNCT I holds $8,248,000 of junior subordinated debentures and UNCT II holds $3,093,000 of 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 securities also are deferred. To date there have been no interest deferrals. Interest on the subordinated debentures and distributions on the trust securities is cumulative. Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities.

The Trusts must redeem the preferred securities when the debentures are paid at maturity or upon an earlier redemption of the debentures to the extent the debentures are redeemed. All or part of the debentures may be redeemed at any time. Also, the debentures may be redeemed at any time if existing laws or regulations, or the interpretation or application of these laws or regulations, change causing:


•	the interest on the debentures to no longer be deductible by the Company for federal income tax purposes;


•	the trust to become subject to federal income tax or to certain other taxes or governmental charges;


•	the trust to register as an investment company; or


•	the preferred securities do not qualify as Tier I capital.

We may, at any time, dissolve any of the Trusts and distribute the debentures to the trust security holders, subject to receipt of any required regulatory approval.


(8)	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 March 31, 2019, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $39.3 million, of which $32.5 million is fully collateralized. At March 31, 2019, we had a liability, which represents deferred income, of $287,000 related to the standby letters of credit.

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(9)	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 March 31, 2019 and 2018, 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 $17.74 and $16.83, respectively.

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



	Quarter ended March 31,
	2019		2018
Reported net income	$	25,044	24,985

Weighted average common shares outstanding	103,101,789		101,598,928
Dilutive potential shares due to effect of stock options	1,394,803		1,537,569
Total weighted average common shares and dilutive potential shares	104,496,592		103,136,497

Basic earnings per share:	$	0.24	0.25

Diluted earnings per share:	$	0.24	0.24

(10) 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):



	Quarter ended March 31,
	Pension benefits					Other post-retirement benefits
	2019			2018		2019	2018
Service cost	$	1,274		1,716		—	—
Interest cost	1,827			1,678		11	14
Expected return on plan assets	(2,759		)	(2,992	)	—	—
Amortization of prior service cost	(581		)	(581	)	—	—
Amortization of the net loss	855			873		17	24
Net periodic cost	$	616		694		28	38

We anticipate making a contribution to our defined benefit pension plan of $2.0 million to $4.0 million during the year ending December 31, 2019.

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(11)	Disclosures About Fair Value of Financial Instruments

We are required to disclose fair value information about financial instruments whether or not recognized in the consolidated statement of financial condition. Fair value information of certain financial instruments and all nonfinancial instruments is not required to be disclosed. 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.

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.

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Loans Held for Investment

The fair value of the loans is estimated using a discounted cash flow analysis that utilizes interest rates currently being offered for similar loans adjusted for liquidity and credit risk.

FHLB Stock

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

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 and Foreign Exchange Swap Agreements

The fair value of the interest rate swaps is based upon the present value of the expected future cash flows using the LIBOR swap curve, the basis for the underlying interest rate. To price interest rate swaps, cash flows are first projected for each payment date using the fixed rate for the fixed side of the swap and the forward rates for the floating side of the swap. These swap cash flows are then discounted to time zero using LIBOR zero-coupon interest rates. The sum of the present value of both legs is the fair market value of the interest rate swap. These valuations have been derived from our third party vendor’s proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable. The fair value of the foreign exchange swap is derived from proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions we believe to be reasonable.

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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 (in thousands):



	Carrying amount		Estimated fair value	Level 1	Level 2	Level 3
Financial assets:
Cash and cash equivalents	$	92,924	92,924	92,924	—	—
Securities available-for-sale	842,657		842,657	—	842,657	—
Securities held-to-maturity	21,671		21,597	—	21,597	—
Loans receivable, net	8,514,154		8,423,354	—	—	8,423,354
Accrued interest receivable	28,107		28,107	28,107	—	—
Interest rate swaps	10,537		10,537	—	10,537	—
FHLB stock	12,533		12,533	—	—	—
Total financial assets	$	9,522,583	9,431,709	121,031	874,791	8,423,354

Financial liabilities:
Savings and checking deposits	$	7,065,197	7,065,197	7,065,197	—	—
Time deposits	1,527,327		1,517,324	—	—	1,517,324
Borrowed funds	114,081		114,081	114,081	—	—
Junior subordinated debentures	121,757		109,880	—	—	109,880
Interest rate swaps	10,537		10,537	—	10,537	—
Accrued interest payable	1,111		1,111	1,111	—	—
Total financial liabilities	$	8,840,010	8,818,130	7,180,389	10,537	1,627,204

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, 2018 (in thousands):



	Carrying amount		Estimated fair value	Level 1	Level 2	Level 3
Financial assets:
Cash and cash equivalents	$	68,789	68,789	68,789	—	—
Securities available-for-sale	801,450		801,450	—	801,450	—
Securities held-to-maturity	22,765		22,446	—	22,446	—
Loans receivable, net	7,996,225		7,845,313	—	—	7,845,313
Accrued interest receivable	24,490		24,490	24,490	—	—
Interest rate swaps	6,445		6,445	—	6,445	—
FHLB stock	15,635		15,635	—	—	—
Total financial assets	$	8,935,799	8,784,568	93,279	830,341	7,845,313

Financial liabilities:
Savings and checking accounts	$	6,489,338	6,489,338	6,489,338	—	—
Time deposits	1,404,841		1,434,410	—	—	1,434,410
Borrowed funds	234,389		234,389	234,389	—	—
Junior subordinated debentures	111,213		102,572	—	—	102,572
Interest rate swaps	6,445		6,445	—	6,445	—
Accrued interest payable	744		744	744	—	—
Total financial liabilities	$	8,246,970	8,267,898	6,724,471	6,445	1,536,982

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 March 31, 2019 and December 31, 2018. There were no transfers of financial instruments between Level 1 and Level 2 during the quarter ended March 31, 2019.

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The following table represents assets and liabilities measured at fair value on a recurring basis at March 31, 2019 (in thousands):



	Level 1		Level 2	Level 3	Total assets at fair value
Debt securities:
U.S. government and agencies	$	—	14,848	—	14,848
Government sponsored enterprises	—		188,960	—	188,960
States and political subdivisions	—		32,028	—	32,028
Corporate	—		956	—	956
Total debt securities	—		236,792	—	236,792

Residential mortgage-backed securities:
GNMA	—		26,379	—	26,379
FNMA	—		90,852	—	90,852
FHLMC	—		58,900	—	58,900
Non-agency	—		521	—	521
Collateralized mortgage obligations:
GNMA	—		50,410	—	50,410
FNMA	—		222,774	—	222,774
FHLMC	—		156,029	—	156,029
Non-agency	—		—	—	—
Total mortgage-backed securities	—		605,865	—	605,865
Interest rate swaps	—		10,537	—	10,537
Total assets	$	—	853,194	—	853,194

Interest rate swaps	$	—	10,537	—	10,537
Total liabilities	$	—	10,537	—	10,537

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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2018 (in thousands):



	Level 1		Level 2	Level 3	Total assets at fair value
Debt securities:
U.S. government and agencies	$	—	14,780	—	14,780
Government sponsored enterprises	—		187,335	—	187,335
States and political subdivisions	—		21,163	—	21,163
Corporate	—		914	—	914
Total debt securities	—		224,192	—	224,192

Residential mortgage-backed securities:
GNMA	—		27,041	—	27,041
FNMA	—		73,196	—	73,196
FHLMC	—		51,621	—	51,621
Non-agency	—		528	—	528
Collateralized mortgage obligations:
GNMA	—		52,331		52,331
FNMA	—		207,033	—	207,033
FHLMC	—		165,508	—	165,508
Non-agency	—		—	—	—
Total mortgage-backed securities	—		577,258	—	577,258
Interest rate swaps	—		6,445	—	6,445
Total assets	$	—	807,895	—	807,895


Interest rate swaps	$	—	6,445	—	6,445
Total liabilities	$	—	6,445	—	6,445

There were no assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the quarters ended March 31, 2019 and March 31, 2018.

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans held

for sale, loans measured for impairment, real estate owned, and mortgage servicing rights.

The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of March 31, 2019 (in thousands):



	Level 1		Level 2	Level 3	Total assets at fair value
Loans measured for impairment	$	—	—	39,397	39,397
Real estate owned	—		—	2,345	2,345

Total assets	$	—	—	41,742	41,742

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The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of December 31, 2018 (in thousands):



	Level 1		Level 2	Level 3	Total assets at fair value
Loans measured for impairment	$	—	—	40,333	40,333
Real estate owned	—		—	2,498	2,498

Total assets	$	—	—	42,831	42,831

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 2018 Annual Report on Form 10-K. We classify loans individually evaluated for impairment that require a specific reserve as nonrecurring Level 3.

Real Estate Owned — Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by 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 real estate owned as nonrecurring Level 3.

The following 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 March 31, 2019 (dollar amounts in thousands):



	Fair value		Valuation techniques	Significant unobservable inputs	Range (weighted average)
Loans measured for impairment	$	39,397	Appraisal value (1)	Estimated cost to sell	10.0%
			Discounted cash flow	Discount rate	4.25% to 10.0% (7.50%)

Real estate owned	$	2,345	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.

(12) Derivative Financial Instruments

We are a party to derivative financial instruments in the normal course of business to manage our own exposure to fluctuations in interest rates and to meet the needs of our customers. The primary derivatives that we use are interest rate swaps and caps and foreign exchange contracts, which are entered into with counterparties that meet established credit standards. We believe that the credit risk inherent in all of our derivative contracts is minimal based on our credit standards and the netting and collateral provisions of the interest rate swap agreements.

Derivatives Designated as Hedging Instruments

With the expiration of the $50.0 million in notional of interest rate swap agreements (swaps) previously designated in hedging relationships, we are no longer a counterparty to any interest rate swap agreements designated as cash flow hedges. Previously, the swaps were intended to protect against the variability of cash flows associated with Northwest Bancorp Capital Trust III and Northwest Bancorp Capital Trust IV. In 2018, the swaps matured without replacement.

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Derivatives Not Designated as Hedging Instruments

We act as an interest rate or foreign exchange swap counterparty for certain commercial borrowers in the normal course of servicing our customers, which are accounted for at fair value. We manage our exposure to such interest rate or foreign exchange swaps by entering into corresponding and offsetting interest rate swaps with third parties that mirror the terms of the swaps we have with the commercial borrowers. These positions (referred to as “customer swaps”) directly offset each other and our exposure is the fair value of the derivatives due to changes in credit risk of our commercial borrowers and third parties. Customer swaps are recorded within other assets or other liabilities on the consolidated statement of financial condition at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the consolidated statement of income.

The following table presents information regarding our derivative financial instruments for the periods indicated (in thousands):



	Asset derivatives			Liability derivatives
	Notional amount		Fair value	Notional amount	Fair value
At March 31, 2019
Derivatives not designated as hedging instruments:
Interest rate swap agreements	$	261,604	10,537	258,871	10,537
Total derivatives	$	261,604	10,537	258,871	10,537

At December 31, 2018
Derivatives not designated as hedging instruments:
Interest rate swap agreements	$	221,919	6,445	221,919	6,445
Total derivatives	$	221,919	6,445	221,919	6,445

The following table presents income or expense recognized on derivatives for the periods indicated (in thousands):



	For the quarter ended March 31,
	2019		2018
Hedging interest rate derivatives:
Increase in interest expense	$	—	332

Non-hedging swap derivatives:
Increase in other income	—		129

(13) 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 March 31, 2019 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.

During the year-ended December 31, 2018, Northwest and our subsidiary, Northwest Insurance Services (“NWIS”), were

involved in a lawsuit against, among others, First National Bank of Pennsylvania (“FNB”) and their insurance subsidiary, First National Insurance Agency, LLC (“FNIA”). All counterclaims against Northwest were discontinued and, on Friday, December 21, 2018, a verdict was rendered in favor of NWIS on several of its claims. Post-trial proceedings continue and, due to the inherent uncertainties with respect to these proceedings, we have not accrued any awards associated with this verdict within our consolidated financial statements as of March 31, 2019.

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(14) Changes in Accumulated Other Comprehensive Income

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



	For the quarter ended March 31, 2019
	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, 2018	$	(6,832	)	—	(32,864	)	(39,696	)

Other comprehensive income before reclassification adjustments	4,452			—	—		4,452
Amounts reclassified from accumulated other comprehensive income (1), (2)	—			—	209		209

Net other comprehensive income	4,452			—	209		4,661

Balance as of March 31, 2019	$	(2,380	)	—	(32,655	)	(35,035	)



	For the quarter ended March 31, 2018
	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, 2017	$	(4,409	)	(691	)	(26,980	)	(32,080	)

Reclassification due to adoption of ASU No. 2018-02	(991		)	(149	)	(5,606	)	(6,746	)

Other comprehensive income/(loss) before reclassification adjustments	(3,955		)	360		—		(3,595	)
Amounts reclassified from accumulated other comprehensive income (3), (4)	(26		)	—		226		200

Net other comprehensive income/(loss)	(4,972		)	211		(5,380	)	(10,141	)

Balance as of March 31, 2018	$	(9,381	)	(480	)	(32,360	)	(42,221	)


(1)	There were no realized gains on securities reclassified from accumulated other comprehensive income.


(2)	Consists of amortization of prior service cost (compensation and employee benefits) of $581 and amortization of net loss (compensation and employee benefits) of $(872), net of tax (income tax expense) of $82.


(3)	Consists of realized gains on securities (gain on sales of investments, net) of $33, net of tax (income tax expense) of $(7).


(4)	Consists of amortization of prior service cost (compensation and employee benefits) of $581 and amortization of net loss (compensation and employee benefits) of $(897), net of tax (income tax expense) of $90.

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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.

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

• changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory

fees and capital requirements;

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

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

instruments;

• adverse changes in the securities and credit markets;

• cyber-security concerns, including an interruption or breach in the security of our website or other information

systems;

• technological changes that may be more difficult or expensive than expected;

• the ability of third-party providers to perform their obligations to us;

• competition among depository and other financial institutions;

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

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

• changes in consumer spending, borrowing and savings habits;

• our ability to continue to increase and manage our commercial 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;

• 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 2018 Annual Report on Form 10-K.

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Comparison of Financial Condition

On March 8, 2019, we acquired all of the outstanding common shares of Donegal Financial Services Corporation ("DFSC"), the holding company for Union Community Bank ("UCB"), for total consideration of $85.8 million, and thereby acquired UCB's 12 branch locations in Lancaster County in eastern Pennsylvania. As a result, we acquired assets with a fair value of $537.9 million, including loans with a fair value of $407.8 million, and we assumed deposits of $479.4 million. Under the terms of the merger agreement, the two shareholders of DFSC, Donegal Mutual Insurance Company and Donegal Group Inc., received payment in the form of 50% cash and 50% stock, or a total of $42.5 million and 2,462,373 shares of NWBI common stock.

Total assets at March 31, 2019 were $10.297 billion, an increase of $689.3 million, or 7.2%, from $9.608 billion at December 31, 2018. This increase in assets was due primarily to the addition of $537.9 million, at fair value, of assets related to the UCB acquisition.

Total loans receivable increased by $518.4 million, or 6.4%, to $8.570 billion at March 31, 2019, from $8.051 billion at December 31, 2018. This increase was due primarily to the addition of $407.8 million, at fair value, of loans related to the UCB acquisition. Additionally, originated loans receivable increased by $110.6 million, or 1.4%.

Total deposits increased by $698.3 million, or 8.8%, to $8.593 billion at March 31, 2019 from $7.894 billion at December 31, 2018 primarily due to the addition of $479.4 million of deposits, at fair value, related to the UCB acquisition. In addition, legacy total deposits increased by $219.0 million, or 2.8%, with increases across all deposit products. Legacy noninterest-bearing demand deposits increased by $118.7 million, or 6.8%, to $1.855 billion at March 31, 2019 from $1.736 billion at December 31, 2018. In addition, legacy interest-bearing demand deposits increased by $37.3 million, or 2.6%, to $1.493 billion at March 31, 2019 from $1.455 billion at December 31, 2018. These increases are due primarily to our continued efforts to attract low cost accounts to whom we can also cross-sell other products and services.

Total shareholders’ equity at March 31, 2019 was $1.316 billion, or $12.39 per share, an increase of $58.6 million, or 4.7%, from $1.258 billion, or $12.17 per share, at December 31, 2018. This increase in equity was primarily the result of the issuance of 2,462,373 shares of our common stock at $17.58 per share for the UCB acquisition as well as the result of net income of $25.0 million for the quarter ended March 31, 2019. Partially offsetting this increase was the payment of cash dividends of $18.6 million for the quarter ended March 31, 2019.

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 Total, Tier 1 and 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 was phased in, which began on January 1, 2016 and ended on January 1,

2019, when the full capital conservation buffer requirement was implemented.

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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.



	At March 31, 2019
					Minimum capital				Well capitalized
	Actual				requirements (1)				requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,204,965	14.850	%	$	851,974	10.500	%	$	811,403	10.000	%
Northwest Bank	1,105,268		13.629	%	851,520		10.500	%	810,972		10.000	%

Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,149,244		14.164	%	689,693		8.500	%	649,123		8.000	%
Northwest Bank	1,048,541		12.929	%	689,326		8.500	%	648,777		8.000	%

CET1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,031,166		12.708	%	567,982		7.000	%	527,412		6.500	%
Northwest Bank	1,048,541		12.929	%	567,680		7.000	%	527,132		6.500	%

Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc.	1,149,244		11.346	%	405,153		4.000	%	506,441		5.000	%
Northwest Bank	1,048,541		10.368	%	404,539		4.000	%	505,673		5.000	%

(1) Amounts and ratios include the 2019 capital conservation buffer of 2.5%, with the exception of Tier 1 capital to average assets (leverage ratio).



	At December 31, 2018
					Minimum capital				Well capitalized
	Actual				requirements (1)				requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,183,619	15.833	%	$	738,212	9.875	%	$	747,557	10.000	%
Northwest Bank	1,026,027		13.736	%	737,647		9.875	%	746,984		10.000	%

Tier I capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,128,405		15.095	%	588,701		7.875	%	598,045		8.000	%
Northwest Bank	970,813		12.996	%	588,250		7.875	%	597,587		8.000	%

CET1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,020,530		13.652	%	476,567		6.375	%	485,912		6.500	%
Northwest Bank	970,813		12.996	%	776,202		6.375	%	448,190		6.000	%

Tier I capital (leverage) (to average assets)
Northwest Bancshares, Inc.	1,128,405		11.899	%	379,342		4.000	%	474,177		5.000	%
Northwest Bank	970,813		10.240	%	379,236		4.000	%	474,045		5.000	%

(1) Amounts and ratios include the 2018 capital conservation buffer of 1.875%, 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 and Securities 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 March 31, 2019 was 9.4%. 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 March 31, 2019, Northwest had $3.146 billion of additional borrowing capacity available with the FHLB, including $250.0 million on an overnight line of credit, which had a balance of $16.3 million, as well as $49.4 million of borrowing capacity available with the Federal Reserve Bank and $80.0 million with two correspondent banks.

Dividends

We paid $18.6 million and $17.4 million in cash dividends during the quarters ended March 31, 2019 and 2018, respectively. The common stock dividend payout ratio (dividends declared per share divided by net income per diluted share) was 75.0% and 70.8% for the quarters ended March 31, 2019 and 2018, respectively, on dividends of $0.18 per share for the quarter ended March 31, 2019 and on dividends of $0.17 per share for the quarter ended March 31, 2018. On April 17, 2019, the Board of Directors declared a cash dividend of $0.18 per share payable on May 16, 2019 to shareholders of record as of May 2, 2019. This represents the 98th 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 the 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.



	March 31, 2019			December 31, 2018
	(dollars in thousands)
Loans 90 days or more past due
Residential mortgage loans	$	10,801		12,985
Home equity loans	5,542			6,037
Consumer finance loans	—
Consumer loans	3,221			3,254
Commercial real estate loans	24,589			25,587
Commercial loans	2,027			3,010
Total loans 90 days or more past due	$	46,180		50,873
Total real estate owned (REO)	2,345			2,498
Total loans 90 days or more past due and REO	48,525			53,371
Total loans 90 days or more past due to net loans receivable	0.54		%	0.64	%
Total loans 90 days or more past due and REO to total assets	0.47		%	0.56	%
Nonperforming loans:
Nonaccrual loans - loans 90 days or more delinquent	46,093			50,730
Nonaccrual loans - loans less than 90 days delinquent	26,686			21,552
Loans 90 days or more past maturity and still accruing	166			166
Total nonperforming loans	72,945			72,448
Total nonperforming assets	$	75,290		74,946
Nonaccrual troubled debt restructured loans (1)	$	14,951		15,306
Accruing troubled debt restructured loans	17,861			18,302
Total troubled debt restructured loans	$	32,812		33,608


(1)	Included in nonaccurual loans above.

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At March 31, 2019, 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 $87,000, 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 March 31, 2019 and December 31, 2018 were $94.8 million and $98.3 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. Consumer and small business commercial loans are classified primarily by delinquency status. 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 classifies 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.

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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 Allowance for Loan Loss Committee ("ALL Committee") monthly. The ALL Committee reviews and approves the processes and ALL documentation presented. 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. The ALL Committee also considers if any changes to the methodology are needed. In addition to the ALL Committee's review and approval, a review is performed by the Risk Management Committee of the Board of Directors on a quarterly basis and annually by internal audit.

In addition to the reviews by management’s ALL Committee and the Board of Directors’ Risk Management Committee, regulators from either the FDIC and/or the Pennsylvania Department of Banking and Securities perform an extensive review on at least 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 ALL 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 frequently, 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 ALL Committee assesses regularly for appropriateness. As part of the analysis as of March 31, 2019, 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 material changes in methodology were determined to be necessary. In addition, we considered the overall trends in asset quality, specific reserves needed and/or already established for criticized loans, historical loss rates and collateral valuations. The ALL increased by $507,000, or 0.9%, to $55.7 million, or 0.65% of total loans at March 31, 2019 from $55.2 million, or 0.69% of total loans, at December 31, 2018. This increase is due primarily to an increase in loans classified as both special mention and substandard. Loans classified as special mention increased to $121.7 million at March 31, 2019 from $114.0 million at December 31, 2018. Loans classified as substandard increased to $195.7 million at March 31, 2019 from $184.1 million at December 31, 2018.

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 0.85% of total loans receivable at March 31, 2019, increased by $500,000, or 0.7%, from $72.3 million, or 0.90% of total loans receivable, at December 31, 2018. As a percentage of average loans, annualized net charge-offs increased to 0.29% for the quarter ended March 31, 2019 compared to 0.23% for the year ended December 31, 2018.

Comparison of Operating Results for the Quarters Ended March 31, 2019 and 2018

Net income for the quarter ended March 31, 2019 was $25.0 million, or $0.24 per diluted share, an increase of $59,000, or 0.2%, from net income of $25.0 million, or $0.24 per diluted share, for the quarter ended March 31, 2018. The increase in net income resulted from an increase in interest income of $10.8 million, or 12.0%. Partially offsetting this improvement were increases in interest expense of $4.5 million, or 58.5%, noninterest expense of $4.0 million, or 5.9%, and provision for loan losses of $2.3 million, or 53.6%. Net income for the quarter ended March 31, 2019 represents annualized returns on average equity and average assets of 7.96% and 1.03%, respectively, compared to 8.40% and 1.08% for the same quarter last year. A further discussion of significant changes follows.

Interest Income

Total interest income increased by $10.8 million, or 12.0%, to $100.3 million for the quarter ended March 31, 2019 from $89.5 million for the quarter ended March 31, 2018. This increase is attributed to increases in both the average balance and average yield on interest earning assets. The average yield earned on interest earning assets increased to 4.51% for the quarter ended March 31, 2019 from 4.21% for the quarter ended March 31, 2018 due primarily to recent increases in market interest rates. Additionally, the average balance of interest earning assets increased by $386.1 million, or 4.5%, to $9.019 billion for the quarter ended March 31, 2019 from $8.632 billion for the quarter ended March 31, 2018, due primarily to internal loan growth as well as the UCB acquisition.

Interest income on loans receivable increased by $9.7 million, or 11.4%, to $94.9 million for the quarter ended March 31, 2019 from $85.2 million for the quarter ended March 31, 2018. This increase is attributed to increases in both the average balance and average yield on loans receivable. The average balance increased by $382.0 million, or 4.9%, to $8.157 billion for the quarter

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ended March 31, 2019 from $7.775 billion for the quarter ended March 31, 2018. This increase is due to organic loan growth of $279.8 million during the last twelve months as well as loans of $407.8 million from the UCB acquisition. Additionally, the average yield on loans receivable increased to 4.72% for the quarter ended March 31, 2019 from 4.45% for the quarter ended March 31, 2018 primarily as a result of the recent increases in market interest rates.

Interest income on mortgage-backed securities increased by $952,000, or 31.6%, to $4.0 million for the quarter ended March 31, 2019 from $3.0 million for the quarter ended March 31, 2018. This increase is attributed to increases in both the average balance and average yield on mortgage-backed securities. The average yield on mortgage-backed securities increased to 2.62% for the quarter ended March 31, 2019 from 2.16% for the quarter ended March 31, 2018 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. The average balance of mortgage-backed securities increased by $46.4 million, or 8.3%, to $604.5 million for the quarter ended March 31, 2019 from $558.1 million for the quarter ended March 31, 2018.

Interest income on investment securities remained relatively flat when comparing the quarter ended March 31, 2019 and 2018 with interest income of $1.1 million for both quarters. The average balance of investment securities decreased by $29.0 million, or 11.3%, to $227.3 million for the quarter ended March 31, 2019 from $256.3 million for the quarter ended March 31, 2018. This decrease is due primarily to the maturity or call of municipal and government agency securities. Offsetting this decrease was an increase in the average yield on investment securities to 1.97% for the quarter ended March 31, 2019 from 1.67% for the quarter ended March 31, 2018. This increase in yield can be attributed to higher yielding investments, including municipal bonds, from additions from the UCB acquisition.

Dividends on FHLB stock increased by $74,000, or 76.3%, to $171,000 for the quarter ended March 31, 2019 from $97,000 for the quarter ended March 31, 2018. This increase is attributable to increases in both the average balance and average yield on FHLB stock. The average yield increased to 4.31% for the quarter ended March 31, 2019 from 4.21% for the quarter ended March 31, 2018, as the yield generally tracks changes in market interest rates. Additionally, the average balance increased by $6.7 million, or 72.1% to $16.1 million for the quarter ended March 31, 2019 from $9.4 million for the quarter ended March 31, 2018. 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 decreased by $35,000, or 25.9%, to $100,000 for the quarter ended March 31, 2019 from $135,000 for the quarter ended March 31, 2018. This decrease is attributable to a decrease in the average balance of interest-earning deposits which decreased by $20.0 million, or 58.7%, to $14.1 million for the quarter ended March 31, 2019 from $34.2 million for the quarter ended March 31, 2018. Partially offsetting this decrease was an increase in the average yield on interest-earning deposits to 2.83% for the quarter ended March 31, 2019 from 1.58% for the quarter ended March 31, 2018, as a result of recent increases in the targeted Federal Funds rate by the Federal Reserve.

Interest Expense

Interest expense increased by $4.5 million, or 58.5%, to $12.3 million for the quarter ended March 31, 2019 from $7.8 million for the quarter ended March 31, 2018. This increase in interest expense was primarily due to an increase in the average cost of interest-bearing liabilities, which increased to 0.76% for the quarter ended March 31, 2019 from 0.49% for the quarter ended March 31, 2018. This increase resulted from increases in the interest rate paid on deposits and borrowed funds in response to increases in market interest rates. In addition, the average balance of interest-bearing liabilities increased by $146.1 million, or 2.3%, to $6.602 billion for the quarter ended March 31, 2019 from $6.456 billion for the quarter ended March 31, 2018.

Net Interest Income

Net interest income increased by $6.2 million, or 7.6%, to $88.0 million for the quarter ended March 31, 2019 from $81.8 million for the quarter ended March 31, 2018. This increase is attributable to the factors discussed above. In addition, we have been able to increase our yield on assets faster than the increase in our cost of funds primarily because of the growth in our non-interest bearing checking deposits, which enable us to increase both our interest rate spread and net interest margin. Our interest rate spread increased to 3.75% for the quarter ended March 31, 2019 from 3.72% for the quarter ended March 31, 2018 and our net interest margin increased to 3.96% for the quarter ended March 31, 2019 from 3.84% for the quarter ended March 31, 2018.

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Provision for Loan Losses

The provision for loan losses increased by $2.3 million, or 53.6%, to $6.5 million for the quarter ended March 31, 2019 from $4.2 million for the quarter ended March 31, 2018. This increase is due primarily to a $2.6 million charge-off on one commercial business loan. In addition, total nonaccrual loans increased by $14.1 million to $72.8 million, or 0.85% of total loans, at March 31, 2019 from $58.7 million, or 0.75% of total loans at March 31, 2018 and total loan delinquency increased to $133.8 million, or 1.6% of total loans, at March 31, 2019 from $116.4 million, or 1.5% of total loans at March 31, 2018. Annualized net charge-offs to average loans decreased slightly to 0.29% for the quarter ended March 31, 2019 from 0.30% for the quarter ended March 31, 2018.

In determining the amount of the current period provision, we considered current economic conditions, including but not limited to unemployment levels, bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss experience. 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 decreased by $126,000, or 0.6%, to $21.7 million for the quarter ended March 31, 2019 from $21.8 million for the quarter ended March 31, 2018. This decrease is due primarily to a $571,000, or 20.8%, decline in insurance commission income primarily as a result of the loss of certain contingent bonus commissions due to changes in related laws impacting the current quarter. Partially offsetting this decline was a decrease in loss on real estate owned of $543,000, or 99.5%, to $3,000 for the current quarter compared to $546,000 for the prior year's quarter, primarily as a result of the sale of one commercial property at a net loss of $265,000 during the first quarter of 2018.

Noninterest Expense

Noninterest expense increased by $4.0 million, or 5.9%, to $71.4 million for the quarter ended March 31, 2019 from $67.4 million for the quarter ended March 31, 2018. This increase resulted primarily from a $1.7 million, or 4.6%, increase in compensation and employee benefits due to both internal growth in compensation and staff as well as the addition of UCB employees. In addition, processing expenses increased by $728,000, or 7.5% as we continue to invest in technology and infrastructure to meet the demands of becoming a $10.0 billion institution. Also contributing to this increase was an increase in restructuring and acquisition expense of $1.9 million due to expenses incurred as part of the UCB acquisition.

Income Taxes

The provision for income taxes decreased by $231,000, or 3.3%, to $6.7 million for the quarter ended March 31, 2019 from $6.9 million for the quarter ended March 31, 2018. Our effective tax rate for the quarter ended March 31, 2019 was 21.1% compared to 21.7% for the quarter ended March 31, 2018. We anticipate our effective tax rate to be between 21.0% and 23.0% for the year ending December 31, 2019.

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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 March 31,
	2019						2018
	Average balance			Interest	Avg. yield/ cost (g)		Average balance			Interest	Avg. yield/ cost (g)
Assets
Interest-earning assets:
Residential mortgage loans	$	2,842,556		29,282	4.12	%	$	2,756,142		27,973	4.06	%
Home equity loans	1,265,974			16,048	5.14	%	1,298,780			14,786	4.62	%
Consumer loans	869,536			10,052	4.69	%	637,691			7,450	4.74	%
Consumer finance loans	2,999			139	18.54	%	15,254			768	20.14	%
Commercial real estate loans	2,560,408			30,767	4.81	%	2,471,422			27,384	4.43	%
Commercial loans	615,090			8,967	5.83	%	595,276			7,160	4.81	%
Loans receivable (a) (b) (includes FTE adjustments of $320 and $301, respectively)	8,156,563			95,255	4.74	%	7,774,565			85,521	4.46	%
Mortgage-backed securities (c)	604,463			3,965	2.62	%	558,055			3,013	2.16	%
Investment securities (c) (includes FTE adjustments of $49 and $104, respectively)	227,312			1,167	2.05	%	256,287			1,172	1.83	%
FHLB stock	16,098			171	4.31	%	9,354			97	4.21	%
Other interest-earning deposits	14,136			100	2.83	%	34,200			135	1.58	%
Total interest-earning assets (includes FTE adjustments of $369 and $405, respectively)	9,018,572			100,658	4.53	%	8,632,461			89,938	4.23	%
Noninterest earning assets (d)	868,843						779,812

Total assets	$	9,887,415					$	9,412,273

Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits	$	1,650,947		758	0.19	%	$	1,670,491		749	0.18	%
Interest-bearing checking deposits	1,452,963			1,162	0.32	%	1,419,459			603	0.17	%
Money market deposit accounts	1,693,626			2,579	0.62	%	1,706,800			1,053	0.25	%
Time deposits	1,432,679			5,646	1.60	%	1,415,247			4,053	1.16	%
Borrowed funds (e)	257,550			1,006	1.58	%	133,231			124	0.38	%
Junior subordinated debentures	114,727			1,156	4.03	%	111,213			1,184	4.26	%
Total interest-bearing liabilities	6,602,492			12,307	0.76	%	6,456,441			7,766	0.49	%
Noninterest-bearing checking deposits (f)	1,785,158						1,606,247
Noninterest-bearing liabilities	223,480						143,608

Total liabilities	8,611,130						8,206,296

Shareholders’ equity	1,276,285						1,205,977

Total liabilities and shareholders’ equity	$	9,887,415					$	9,412,273

Net interest income/Interest rate spread				88,351	3.77	%				82,172	3.74	%

Net interest-earning assets/Net interest margin	$	2,416,080			3.97	%	$	2,176,020			3.86	%

Ratio of interest-earning assets to interest-bearing liabilities	1.37		X				1.34		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 including noninterest-bearing checking was 0.51% and 0.33%, 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 applicable to 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 — 4.72% and 4.45%, respectively; investment securities — 1.97% and 1.67%, respectively; interest-earning assets — 4.51% and 4.21%, respectively. GAAP basis net interest rate spreads were 3.75% and 3.72%, respectively; and GAAP basis net interest margins were 3.96% and 3.84%, respectively.

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Rate/Volume Analysis

(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.



	For the quarters ended March 31, 2019 vs. 2018
	Increase/(decrease) due to					Total increase/(decrease)
	Rate			Volume		Total increase/(decrease)
Interest earning assets:
Loans receivable	$	5,273		4,461		9,734
Mortgage-backed securities	648			304		952
Investment securities	128			(133	)	(5	)
FHLB stock	3			71		74
Other interest-earning deposits	44			(79	)	(35	)
Total interest-earning assets	6,096			4,624		10,720

Interest-bearing liabilities:
Savings deposits	18			(9	)	9
Interest-bearing checking deposits	532			27		559
Money market deposit accounts	1,546			(20	)	1,526
Time deposits	1,524			69		1,593
Borrowed funds	396			486		882
Junior subordinated debentures	(65		)	37		(28	)
Total interest-bearing liabilities	3,951			590		4,541

Net change in net interest income	$	2,145		4,034		6,179

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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 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 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 parallel shift of 100 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 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 March 31, 2019 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 March 31, 2019 levels.



	Increase									Decrease
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	(0.5		)%	(0.5		)%	(0.8		)%	(4.0		)%
Projected percentage increase/(decrease) in net income	(1.1		)%	(0.8		)%	(1.4		)%	(9.7		)%
Projected increase/(decrease) in return on average equity	(1.0		)%	(0.8		)%	(1.4		)%	(9.4		)%
Projected increase/(decrease) in earnings per share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.11	)
Projected percentage increase/(decrease) in market value of equity	(2.9		)%	(5.3		)%	(8.1		)%	(2.5		)%

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, and actions that may be taken by management in response to interest rate changes.

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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. Refer to note 13.

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, 2018 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 March 31, 2019:



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)
January	—	$	—	—	4,834,089
February	—	—		—	4,834,089
March	—	—		—	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



10.1	Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Steven G. Fisher, Dated May 1, 2019 (incorporated by reference to the Current Report on Form 8-K of Northwest Bancshares, Inc. (file no. 001-34582), filed with the Securities and Exchange Commission on April 4, 2019.

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

Table of Contents

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:	May 9, 2019	By:	/s/ Ronald J. Seiffert
			Ronald J. Seiffert
			Chairman, President and Chief Executive Officer
			(Duly Authorized Officer)


Date:	May 9, 2019	By:	/s/ Jeffrey R. White
			Jeffrey R. White
			Controller
			(Principal Accounting Officer)