8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

                                                                                                              Date of Report (Date of earliest event reported):    July 6, 2012                                                                                                           

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-34582	27-0950358
(State or other jurisdiction of incorporation)	Commission File No.	(I.R.S. Employer Identification No.)
	100 Liberty Street Warren, Pennsylvania (Address of principal executive office)	16365 (Zip Code)

Registrant’s telephone number, including area code:  (814) 726-2140

______________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

FORWARD-LOOKING STATEMENTS

This current report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the final consent order to be entered into between Northwest Savings Bank (the “Bank”) and the Federal Deposit Insurance Corporation (the “FDIC”).

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to strategic objectives, anticipated financial results, future business prospects and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

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

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

· competition among depository and other financial institutions;

· 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 markets; and

· changes in our organization.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Item 8.01                      Other Events

On July 6, 2012, Northwest Bancshares, Inc. (the “Company”) announced that the Federal Deposit Insurance Corporation had terminated its Consent Order with Northwest Savings Bank.

Item 9.01                      Financial Statements and Exhibits

(a)           Not applicable

(b)           Not applicable

                                (c)   Not applicable

                                (d)   Exhibits

Exhibit No.                    Description

99.1                                Press Release of Northwest Bancshares, Inc. dated July 6, 2012

SIGNATURES

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

		NORTHWEST BANCSHARES, INC.
DATE:  July 6, 2012	By:	/s/ William W. Harvey, Jr.
		William W. Harvey, Jr. Chief Financial Officer

EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

July 6, 2012

William J. Wagner

President and Chief Executive Officer

Northwest Bancshares, Inc.

(814) 726-2140

Northwest Bancshares, Inc. Announces

Termination of Consent Order by FDIC

Warren, Pennsylvania.  Northwest Bancshares, Inc. (“Northwest”) (Nasdaq GS: “NWBI”) the holding company for Northwest Savings Bank, announced today that the Federal Deposit Insurance Corporation (“FDIC”) has terminated its Consent Order with Northwest Savings Bank dated August 8, 2011.

The Consent Order related to strengthening various components of Northwest Savings Bank’s consumer compliance management system.  The termination of the Consent Order by the FDIC reflects the diligence of Northwest Savings Bank’s Board of Directors and staff in addressing the terms of the Consent Order as well as its continued focus on service to its customers.  The Company anticipates that an informal regulatory understanding with respect to continued consumer compliance may be requested.

About Northwest Bancshares, Inc. and Northwest Savings Bank

Founded in 1896 and headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc., through its subsidiary Northwest Savings Bank, currently operates 171 community banking locations in Pennsylvania, New York, Ohio, and Maryland.  Northwest Savings Bank is a full-service financial institution offering a complete line of retail and business banking products as well as investment management and trust services.  The Company also operates 52 consumer finance offices in Pennsylvania through its subsidiary, Northwest Consumer Discount Company.  Northwest Bancshares, Inc.’s stock is listed on the NASDAQ Global Select Market.  Additional information regarding Northwest Bancshares, Inc. can be accessed on-line at www.northwestsavingsbank.com.

Forward-Looking Statements - This press release may contain forward-looking statements with respect to the financial condition and results of operations of Northwest Bancshares, Inc. including, without limitations, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, include among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies; (3) general economic conditions including an increase in non-performing loans that could result from an economic downturn; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6) increased regulatory scrutiny and/or restrictions on Northwest Savings Bank; and (7) increased risk associated with an increase in commercial real-estate and business loans and non-performing loans.  Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release.