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):  April 22, 2013

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-34582	27-0950358
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

100 Liberty Street
Warren, Pennsylvania	16365
(Address of principal executive office)	(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:

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

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

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

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

Item 2.02Results of Operations and Financial Condition

On April 22, 2013, Northwest Bancshares, Inc. issued an earnings release for the quarter ended March 31, 2013.  A copy of the release is included as exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 8.01Other Events

On April 22, 2013, Northwest Bancshares, Inc. (the “Registrant”) issued a news release announcing the declaration of a special dividend of $0.12 per share. A copy of the news release is included as exhibit 99.2 to this report.

Item 9.01Financial Statements and Exhibits

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits

Exhibit No.	Description
99.1	Press release dated April 22, 2013
99.2	Press release dated April 22, 2013

2

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:	April 22, 2013	By:	/s/ William W. Harvey, Jr.
			William W. Harvey, Jr.
			Chief Financial Officer

3

EX-99.1

Exhibit 99.1

PRESS RELEASE OF NORTHWEST BANCSHARES, INC.

EARNINGS RELEASE

FOR IMMEDIATE RELEASE

Contact:	William J. Wagner, President and Chief Executive Officer (814) 726-2140
	William W. Harvey, Jr., Executive Vice President and Chief Financial Officer (814) 726-2140

Northwest Bancshares, Inc. Announces First Quarter 2013 Earnings and Dividend Declaration

Warren, Pennsylvania — April 22, 2013

Northwest Bancshares, Inc. (NasdaqGS: NWBI) announced net income for the quarter ended March 31, 2013 of $15.3 million, or $0.17 per diluted share.  This represents an increase of $117,000, or 0.8%, over the same quarter last year when net income was $15.2 million, or $0.16 per diluted share, and a decrease of $1.0 million, or 6.3%, compared to the quarter ended December 31, 2012 when net income was $16.3 million, or $0.18 per diluted share.  The annualized returns on average shareholders’ equity and average assets for the current quarter were 5.45% and 0.78% compared to 5.29% and 0.76% for the same quarter last year and 5.65% and 0.81% for the quarter ended December 31, 2012.

The Company also announced that its Board of Directors declared a regular quarterly cash dividend of $0.12 per share payable on May 16, 2013, to shareholders of record as of May 2, 2013.  This represents the 74th consecutive quarter in which the Company has paid a cash dividend.

Net interest income decreased by $917,000, or 1.4%, to $64.5 million for the quarter ended March 31, 2013, from $65.4 million for the quarter ended March 31, 2012, as a $4.7 million decrease in interest income on loans receivable and a $1.3 million decrease in interest income from investment securities was partially offset by a $5.1 million decrease in interest paid on deposit accounts.  These changes from the previous year were primarily due to continued competitive pricing pressure, decreases in market interest rates and adjustable rate loans re-pricing at lower interest rates.

The provision for loan losses increased by $871,000, or 13.9%, to $7.2 million for the quarter ended March 31, 2013, from $6.3 million for the quarter ended March 31, 2012.  As of March 31, 2013, the allowance for loan losses was $72.0 million, or 1.28% of total loans, compared to $72.9 million, or 1.30% of total loans, as of March 31, 2012 and $73.2 million, or 1.28% of total loans, as of December 31, 2012.  The increase in the provision for loan losses is partially attributable to an increase in nonperforming loans to $125.7 million as of March 31, 2013, from $125.0 million as of March 31, 2012.  Additionally, net charge-offs for the quarter ended March 31, 2013, increased by $3.9 million, to $8.4 million compared to $4.5 million in the same quarter last year.

Noninterest income increased by $2.3 million, or 16.4%, to $15.9 million for the quarter ended March 31, 2013, from $13.6 million for the quarter ended March 31, 2012, due primarily to a decrease in loss on real estate owned of $940,000. Additionally, insurance commission income increased by $577,000 as a result of the recent acquisition of the Bert Insurance Group.

Noninterest expense increased by $195,000, or 0.4%, to $51.5 million for the quarter ended March 31, 2013, from $51.3 million for the quarter ended March 31, 2012, due primarily to an increase in premises and occupancy costs of $405,000, or 7.0%.  This increase is primarily the result of increased snow removal costs compared to last year. Partially offsetting this increase was a decrease in processing expense of $289,000, which was primarily due to a decrease in ATM and debit card transaction processing expense.

Headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc. is the holding company of Northwest Savings Bank.  Founded in 1896, Northwest Savings Bank is a full-service financial institution offering a complete line of business and personal banking products as well as benefits and wealth management services. Northwest operates 166 community banking offices in Pennsylvania, New York, Ohio and Maryland and 52 consumer finance offices in Pennsylvania through its subsidiary, Northwest Consumer Discount Company.  Northwest Bancshares, Inc.’s common 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 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; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6) difficulties in the integration of acquired businesses; and (7) increased risk associated with an increase in commercial real-estate and business 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.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

(Dollars in thousands, except per share amounts)

	(Unaudited)
	March  31,			December 31,
	2013			2012
Assets
Cash and cash equivalents	$	71,607		88,277
Interest-earning deposits in other financial institutions	512,949			362,794
Federal funds sold and other short-term investments	634			633
Marketable securities available-for-sale (amortized cost of $1,085,155 and 1,053,122)	1,112,104			1,079,074
Marketable securities held-to-maturity (fair value of $149,105 and $161,969)	143,253			155,081
Total cash, interest-earning deposits and marketable securities	1,840,547			1,685,859
Residential mortgage loans held for sale	3,823			15,441
Residential mortgage loans	2,370,561			2,400,208
Home equity loans	1,052,485			1,076,637
Other consumer loans	218,464			235,367
Commercial real estate loans	1,572,948			1,585,833
Commercial loans	392,004			388,994
Total loans receivable	5,610,285			5,702,480
Allowance for loan losses	(72,009		)	(73,219		)
Loans receivable, net	5,538,276			5,629,261
Federal Home Loan Bank stock, at cost	47,332			46,834
Accrued interest receivable	23,963			23,313
Real estate owned, net	24,035			26,165
Premises and Equipment, net	138,950			138,824
Bank owned life insurance	138,123			137,044
Goodwill	174,463			174,461
Other intangible assets	3,181			3,529
Other assets	65,620			77,310
Total assets	$	7,994,490		7,942,600
Liabilities and Shareholders’ equity
Liabilities
Noninterest-bearing demand deposits	$	787,308		755,429
Interest-bearing demand deposits	864,168			851,771
Savings deposits	2,327,623			2,271,311
Time deposits	1,821,052			1,886,089
Total deposits	5,800,151			5,764,600
Borrowed funds	859,860			860,047
Advances by borrowers for taxes and insurance	27,160			23,325
Accrued interest payable	1,180			888
Other liabilities	55,465			62,177
Junior subordinated debentures	103,094			103,094
Total liabilities	6,846,910			6,814,131
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued	—			—
Common stock, $0.01 par value: 500,000,000 shares authorized, 93,802,335 shares and 93,652,960 shares issued and outstanding, respectively	938			937
Paid-in-capital	615,160			613,249
Retained earnings	565,594			550,296
Unallocated common stock of Employee Stock Ownership Plan	(24,137		)	(24,525		)
Accumulated other comprehensive loss	(9,975		)	(11,488		)
Total shareholders’ equity	1,147,580			1,128,469
Total liabilities and shareholders’ equity	$	7,994,490		7,942,600
Equity to assets	14.35		%	14.21		%
Tangible common equity to assets	12.41		%	12.23		%
Book value per share	$	12.23		$	12.05
Tangible book value per share	$	10.34		$	10.14
Closing market price per share	$	12.68		$	12.14
Full time equivalent employees	2,063			2,042
Number of banking offices	166			165

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)

	Quarter ended
	March 31,					December 31,
	2013			2012		2012
Interest income:
Loans receivable	$	73,474		78,159		76,701
Mortgage-backed securities	3,441			4,691		3,697
Taxable investment securities	905			573		743
Tax-free investment securities	2,063			2,446		2,132
Interest-earning deposits	251			380		382
Total interest income	80,134			86,249		83,655
Interest expense:
Deposits	7,814			12,944		9,042
Borrowed funds	7,831			7,899		7,998
Total interest expense	15,645			20,843		17,040
Net interest income	64,489			65,406		66,615
Provision for loan losses	7,158			6,287		8,173
Net interest income after provision for loan losses	57,331			59,119		58,442
Noninterest income:
Impairment losses on securities	—			(545	)	—
Noncredit related losses on securities not expected to be sold (recognized in other comprehensive income)	—			307		—
Net impairment losses	—			(238	)	—
Gain/ (loss) on sale of investments, net	101			44		394
Service charges and fees	8,190			8,425		8,587
Trust and other financial services income	2,204			2,116		2,288
Insurance commission income	2,295			1,718		1,463
Loss on real estate owned, net	(130		)	(1,070	)	(2,804	)
Income from bank owned life insurance	1,085			1,117		1,589
Mortgage banking income	956			531		1,874
Other operating income	1,176			997		964
Total noninterest income	15,877			13,640		14,355
Noninterest expense:
Compensation and employee benefits	27,930			27,838		28,302
Premises and occupancy costs	6,153			5,748		5,680
Office operations	3,268			3,324		3,419
Processing expenses	5,853			6,142		6,459
Marketing expenses	1,900			2,036		134
Federal deposit insurance premiums	1,438			1,620		1,211
Professional services	1,693			1,697		1,869
Amortization of intangible assets	348			295		219
Real estate owned expense	599			740		477
Other expense	2,289			1,836		2,662
Total noninterest expense	51,471			51,276		50,432
Income before income taxes	21,737			21,483		22,365
Income tax expense	6,439			6,302		6,040
Net income	$	15,298		15,181		16,325
Basic earnings per share	$	0.17		0.16		0.18
Diluted earnings per share	$	0.17		0.16		0.18
Annualized return on average equity	5.45		%	5.29	%	5.65	%
Annualized return on average assets	0.78		%	0.76	%	0.81	%
Basic common shares outstanding	90,403,909			94,115,522		92,716,973
Diluted common shares outstanding	90,878,903			94,665,333		92,929,614

Northwest Bancshares, Inc. and Subsidiaries

Asset quality

(Dollars in thousands)

	March 31, 2013		December 31, 2012	March 31, 2012	December 31, 2011
Non-accrual loans current:
Residential mortgage loans	$	1,728	797	—	—
Home equity loans	1,050		635	—	—
Other consumer loans	87		44	—	—
Commercial real estate loans	25,203		24,960	18,462	13,057
Commercial loans	9,069		5,424	4,232	13,480
Total non-accrual loans current	$	37,137	31,860	22,694	26,537
Non-accrual loans delinquent 30 days to 59 days:
Residential mortgage loans	$	1,789	—	—	—
Home equity loans	222		—	—	—
Other consumer loans	26		—	—	—
Commercial real estate loans	5,105		5,549	3,068	3,274
Commercial loans	2,631		2,002	6,258	90
Total non-accrual loans delinquent 30 days to 59 days	$	9,773	7,551	9,326	3,364
Non-accrual loans delinquent 60 days to 89 days:
Residential mortgage loans	$	1,969	—	—	—
Home equity loans	330		—	—	—
Other consumer loans	74		—	—	—
Commercial real estate loans	2,506		2,802	2,269	1,560
Commercial loans	1,318		9,652	534	3,808
Total non-accrual loans delinquent 60 days to 89 days	$	6,197	12,454	2,803	5,368
Non-accrual loans delinquent 90 days or more:
Residential mortgage loans	$	24,416	24,286	28,696	28,221
Home equity loans	7,967		8,479	9,100	9,560
Other consumer loans	1,802		1,936	1,983	2,667
Commercial real estate loans	22,204		24,550	34,601	44,603
Commercial loans	16,246		9,096	15,810	10,785
Total non- accrual loans delinquent 90 days or more	$	72,635	68,347	90,190	95,836
Total non-accrual loans	$	125,742	120,212	125,013	131,105

	March 31,			December 31,		March 31,		December 31,
	2013			2012		2012		2011
Nonperforming loans	$	125,742		120,212		125,013		131,105
Real estate owned, net	24,035			26,165		28,895		26,887
Nonperforming assets	$	149,777		146,377		153,908		157,992
Non-accrual troubled debt restructuring *	$	46,109		41,166		29,606		29,575
Accruing troubled debt restructuring	45,256			48,278		37,697		39,854
Total troubled debt restructuring	$	91,365		89,444		67,303		69,429
Nonperforming loans to total loans	2.24		%	2.11	%	2.23	%	2.36	%
Nonperforming assets to total assets	1.87		%	1.84	%	1.91	%	1.99	%
Allowance for loan losses to total loans	1.28		%	1.28	%	1.30	%	1.28	%
Allowance for loan losses to nonperforming loans	57.27		%	60.91	%	58.35	%	54.26	%

* Amounts included in nonperforming loans above.

Northwest Bancshares, Inc. and Subsidiaries

Delinquency

(Dollars in thousands)

Loan delinquency schedule

(Number of loans and dollar amount of loans)

	March 31,					December 31,				March 31,					December 31,
	2013			*		2012		*		2012			*		2011			*
Loans delinquent 30 days to 59 days:
Residential mortgage loans	410	$	33,054	1.4	%	430	32,921	1.4	%	366	$	29,414	1.2	%	427	$	33,671	1.4	%
Home equity loans	204	6,254		0.6	%	224	6,534	0.6	%	201	7,086		0.7	%	222	7,426		0.7	%
Consumer loans	789	3,684		1.7	%	1,122	5,456	2.3	%	647	2,854		1.2	%	903	4,854		2.0	%
Commercial real estate loans	93	12,833		0.8	%	87	13,001	0.8	%	77	9,275		0.6	%	104	10,680		0.7	%
Commercial loans	49	4,620		1.2	%	41	3,233	0.8	%	29	7,069		1.7	%	32	2,027		0.5	%
Total loans delinquent 30 days to 59 days	1,545	$	60,445	1.1	%	1,904	61,145	1.1	%	1,320	$	55,698	1.0	%	1,688	58,658		1.1	%
Loans delinquent 60 days to 89 days:
Residential mortgage loans	54	$	4,577	0.2	%	100	9,387	0.4	%	22	$	1,466	0.1	%	99	$	8,629	0.4	%
Home equity loans	67	2,321		0.2	%	65	1,977	0.2	%	50	2,313		0.2	%	47	1,953		0.2	%
Consumer loans	302	1,145		0.5	%	448	1,830	0.8	%	262	1,083		0.5	%	412	1,787		0.7	%
Commercial real estate loans	32	4,448		0.3	%	33	4,596	0.3	%	27	3,203		0.2	%	38	3,122		0.2	%
Commercial loans	19	1,654		0.4	%	17	10,158	2.5	%	16	1,376		0.3	%	25	4,958		1.3	%
Total loans delinquent 60 days to 89 days	474	$	14,145	0.3	%	663	27,948	0.5	%	377	$	9,441	0.2	%	621	20,449		0.4	%
Loans delinquent 90 days or more:
Residential mortgage loans	233	$	24,416	1.0	%	266	24,286	1.0	%	275	$	28,696	1.2	%	273	$	28,221	1.2	%
Home equity loans	179	7,967		0.8	%	175	8,479	0.8	%	167	9,100		0.9	%	177	9,560		0.9	%
Consumer loans	374	1,802		0.8	%	427	1,936	0.8	%	348	1,983		0.8	%	456	2,667		1.1	%
Commercial real estate loans	127	22,204		1.4	%	146	24,550	1.6	%	120	34,601		2.3	%	131	44,603		3.1	%
Commercial loans	51	16,246		4.1	%	61	9,096	2.2	%	56	15,810		3.9	%	66	10,785		2.8	%
Total loans delinquent 90 days or more	964	$	72,635	1.3	%	1,075	68,347	1.2	%	966	$	90,190	1.6	%	1,103	95,836		1.7	%
Total loans delinquent	2,983	$	147,225	2.6	%	3,642	157,440	2.8	%	2,663	$	155,329	2.8	%	3,412	$	174,943	3.2	%

* - Represents delinquency, in dollars, divided by the respective total amount of that type of loan outstanding. 

Northwest Bancshares, Inc. and Subsidiaries

Loans by credit quality indicators as of March 31, 2013

(Dollars in thousands)

							Recorded
							investment
			Special				in loans
	Pass		mention	Substandard	Doubtful	Loss	receivable
Personal Banking:
Residential mortgage loans	$	2,355,253	—	17,952	—	1,179	2,374,384
Home equity loans	1,044,568		—	7,917	—	—	1,052,485
Other consumer loans	217,215		—	1,249	—	—	218,464
Total Personal Banking	3,617,036		—	27,118	—	1,179	3,645,333
Business Banking:
Commercial real estate loans	1,351,901		67,543	149,190	4,314	—	1,572,948
Commercial loans	324,303		13,955	52,539	1,207	—	392,004
Total Business Banking	1,676,204		81,498	201,729	5,521	—	1,964,952
	$	5,293,240	81,498	228,847	5,521	1,179	5,610,285

Northwest Bancshares, Inc. and Subsidiaries

Loans by credit quality indicators as of December 31, 2012

(Dollars in thousands)

							Recorded
							investment
			Special				in loans
	Pass		mention	Substandard	Doubtful	Loss	receivable
Personal Banking:
Residential mortgage loans	$	2,395,809	—	18,743	48	1,049	2,415,649
Home equity loans	1,068,183		—	8,454	—	—	1,076,637
Other consumer loans	234,106		—	1,261	—	—	235,367
Total Personal Banking	3,698,098		—	28,458	48	1,049	3,727,653
Business Banking:
Commercial real estate loans	1,352,118		68,130	163,751	1,834	—	1,585,833
Commercial loans	320,228		13,077	52,742	2,947	—	388,994
Total Business Banking	1,672,346		81,207	216,493	4,781	—	1,974,827
	$	5,370,444	81,207	244,951	4,829	1,049	5,702,480

Northwest Bancshares, Inc. and Subsidiaries

Allowance for loan losses

(Dollars in thousands)

	Quarter ended					Year ended
	March 31,					December 31,
	2013			2012		2012		2011
Allowance for loan losses
Beginning balance	$	73,219		71,138		71,138		76,412
Provision	7,158			6,287		26,338		34,170
Charge-offs residential mortgage	(679		)	(1,043	)	(4,295	)	(4,198	)
Charge-offs home equity	(370		)	(892	)	(4,066	)	(4,734	)
Charge-offs other consumer	(1,404		)	(1,287	)	(5,919	)	(5,283	)
Charge-offs commercial real estate	(3,990		)	(1,473	)	(9,919	)	(12,508	)
Charge-offs commercial	(2,680		)	(649	)	(6,254	)	(15,641	)
Recoveries	755			860		6,196		2,920
Ending balance	$	72,009		72,941		73,219		71,138
Net charge-offs to average loans, annualized	0.59		%	0.32	%	0.43	%	0.72	%

Northwest Bancshares, Inc. and Subsidiaries

Municipal securities portfolio

(Dollars in thousands)

	March 31, 2013				As a %
	Market		Book	Unrealized	of book
	value		value	gain	value
Municipal securities by state:
Pennsylvania
School districts	$	93,934	90,618	3,316	47.3	%
General obligations	33,377		31,992	1,385	16.7	%
Revenue bonds	2,991		2,949	42	1.5	%
Total Pennsylvania	130,302		125,559	4,743	65.5	%
New York	26,044		25,352	692	13.2	%
Ohio	6,315		5,973	342	3.1	%
All other states	37,144		34,687	2,457	18.2	%
	$	199,805	191,571	8,234

	December 31, 2012				As a %
	Market		Book	Unrealized	of book
	value		value	gain	value
Municipal securities by state:
Pennsylvania
School districts	$	96,271	91,951	4,320	46.7	%
General obligations	37,205		35,418	1,787	18.0	%
Revenue bonds	3,006		2,948	58	1.5	%
Total Pennsylvania	136,482		130,317	6,165	66.2	%
New York	26,831		25,954	877	13.2	%
Ohio	6,390		5,973	417	3.0	%
All other states	37,683		34,659	3,024	17.6	%
	$	207,386	196,903	10,483

Northwest Bancshares, Inc. and Subsidiaries

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 assets and average cost of 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,
	2013					2012
				Avg.				Avg.
	Average			Yield/		Average		Yield/
	Balance		Interest	Cost (g)		Balance	Interest	Cost (g)
Assets:
Interest-earning assets:
Loans receivable (a) (b) (d)	$	5,638,332	74,028	5.25	%	5,579,071	78,691	5.67	%
Mortgage-backed securities (c)	725,524		3,441	1.90	%	746,954	4,691	2.51	%
Investment securities (c) (d)	470,386		4,079	3.47	%	343,059	4,336	5.06	%
FHLB stock	46,868		38	0.32	%	48,246	—	—
Other interest-earning deposits	452,385		251	0.22	%	658,747	380	0.23	%
Total interest-earning assets	7,333,495		81,837	4.46	%	7,376,077	88,098	4.80	%
Noninterest earning assets (e)	585,516					615,734
Total assets	$	7,919,011				7,991,811
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings accounts	$	1,180,487	894	0.31	%	1,100,312	1,106	0.40	%
Interest-bearing demand accounts	840,264		139	0.07	%	785,935	227	0.12	%
Money market accounts	1,107,522		742	0.27	%	976,194	965	0.40	%
Certificate accounts	1,849,782		6,039	1.32	%	2,236,823	10,646	1.91	%
Borrowed funds (f)	853,487		6,426	3.05	%	833,843	6,477	3.12	%
Junior subordinated debentures	103,094		1,405	5.45	%	103,094	1,422	5.46	%
Total interest-bearing liabilities	5,934,636		15,645	1.07	%	6,036,201	20,843	1.38	%
Noninterest bearing checking	768,071					715,558
Noninterest bearing liabilities	77,106					85,599
Total liabilities	6,779,813					6,837,358
Shareholders’ equity	1,139,198					1,154,453
Total liabilities and shareholders’ equity	$	7,919,011				7,991,811
Net interest income/ Interest rate spread			66,192	3.39	%		67,255	3.42	%
Net interest-earning assets/ Net interest margin	$	1,398,859		3.61	%	1,339,876		3.65	%
Ratio of interest-earning assets to interest-bearing liabilities	1.24X					1.22X

(a)   Average gross loans receivable 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 was not material.

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

(d)   Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent basis.

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

(f)   Average balances include FHLB borrowings and securities sold under agreements to repurchase.

(g)Shown on a FTE basis. GAAP basis yields for the periods indicated were: Loans - 5.21% and 5.63%, respectively, Investment securities - 2.52% and 3.52%, respectively, Interest-earning assets - 4.37% and 4.70%, respectively. GAAP basis net interest rate spreads were 3.30% and 3.31%, respectively, and GAAP basis net interest margins were 3.52% and 3.55%, respectively.

Northwest Bancshares, Inc. and Subsidiaries

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 assets and average cost of 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					Quarter ended
	March 31, 2013					December 31, 2012
				Avg.				Avg.
	Average			Yield/		Average		Yield/
	Balance		Interest	Cost (g)		Balance	Interest	Cost (g)
Assets:
Interest-earning assets:
Loans receivable (a) (b) (d)	$	5,638,332	74,028	5.25	%	5,709,603	77,279	5.41	%
Mortgage-backed securities (c)	725,524		3,441	1.90	%	717,028	3,697	2.06	%
Investment securities (c) (d)	470,386		4,079	3.47	%	408,925	4,022	3.93	%
FHLB stock	46,868		38	0.32	%	46,833	51	0.44	%
Other interest-earning deposits	452,385		251	0.22	%	608,772	382	0.25	%
Total interest-earning assets	7,333,495		81,837	4.46	%	7,491,161	85,431	4.56	%
Noninterest earning assets (e)	585,516					502,514
Total assets	$	7,919,011				7,993,675
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings accounts	$	1,180,487	894	0.31	%	1,145,405	1,019	0.35	%
Interest-bearing demand accounts	840,264		139	0.07	%	837,955	145	0.07	%
Money market accounts	1,107,522		742	0.27	%	1,115,655	842	0.30	%
Certificate accounts	1,849,782		6,039	1.32	%	1,923,699	7,036	1.46	%
Borrowed funds (f)	853,487		6,426	3.05	%	864,085	6,562	3.02	%
Junior subordinated debentures	103,094		1,405	5.45	%	103,094	1,436	5.45	%
Total interest-bearing liabilities	5,934,636		15,645	1.07	%	5,989,893	17,040	1.13	%
Noninterest bearing checking	768,071					751,164
Noninterest bearing liabilities	77,106					103,622
Total liabilities	6,779,813					6,844,679
Shareholders’ equity	1,139,198					1,148,996
Total liabilities and shareholders’ equity	$	7,919,011				7,993,675
Net interest income/ Interest rate spread			66,192	3.39	%		68,391	3.43	%
Net interest-earning assets/ Net interest margin	$	1,398,859		3.61	%	1,501,268		3.65	%
Ratio of interest-earning assets to interest-bearing liabilities	1.24X					1.25X

(a) Average gross loans receivable 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 was not material.

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

(d) Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent basis.

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

(f) Average balances include FHLB borrowings and securities sold under agreements to repurchase.

(g) Shown on a FTE basis. GAAP basis yields for the periods indicated were: Loans - 5.21% and 5.37%, respectively, Investment securities - 2.52% and 2.81%, respectively, Interest-earning assets - 4.37% and 4.47%, respectively. GAAP basis net interest rate spreads were 3.30% and 3.34%, respectively, and GAAP basis net interest margins were 3.52% and 3.56%, respectively.

EX-99.2

Exhibit 99.2

PRESS RELEASE OF NORTHWEST BANCSHARES, INC

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:	William J. Wagner, President and Chief Executive Officer (814) 726-2140
	William W. Harvey, Jr., Executive Vice President and Chief Financial Officer (814) 726-2140

Northwest Bancshares, Inc. Announces Special Dividend

Warren, Pennsylvania — April 22, 2013

The Board of Directors of Northwest Bancshares, Inc. (NasdaqGS: NWBI) today announced the declaration of a special cash dividend of $0.12 per share.  This dividend will be paid on May 16, 2013 to shareholders of record as of May 2, 2013 and will be in addition to the regular dividend that will be paid on the same day.  The Board noted that this special dividend was made to supplement the regular dividend for the first quarter of 2013 which was prepaid in December 2012.  The Company’s Chairman, William J. Wagner, noted in making this decision “The Board of Directors of Northwest Bancshares, Inc. recognizes the amount of excess capital our company is carrying and our limited ability to leverage this capital given current market and regulatory challenges.  They also considered the fact that persistently low interest rates have significantly diminished our shareholders’ investment yields and cash flow.  Given these considerations, our Board felt that it made sense to return some of our excess capital to our shareholders at this time.”

The Board also emphasized that the payment of the special dividend should not affect the payment of the regular quarterly dividends in 2013 which are scheduled to be paid in May, August and November.

Headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc. is the holding company of Northwest Savings Bank.  Founded in 1896, Northwest Savings Bank is a full-service financial institution offering a complete line of business and personal banking products as well as benefits and wealth management services. Northwest operates 166 community banking offices in Pennsylvania, New York, Ohio and Maryland and 52 consumer finance offices in Pennsylvania through its subsidiary, Northwest Consumer Discount Company.  Northwest Bancshares, Inc.’s common 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 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; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6) difficulties in the integration of acquired businesses; and (7) increased risk

associated with an increase in commercial real-estate and business 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.