8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 20, 2016

SANDY SPRING BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-19065	52-1532952
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17801 Georgia Avenue, Olney, Maryland 20832

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (301) 774-6400

Not Applicable

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

Check the appropriate box below if the Form 8-K filing 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))

Item 2.02 Results of Operations and Financial Condition

On October 20, 2016, Sandy Spring Bancorp, Inc. issued a news release announcing its results of operations and financial condition for the quarter ended September 30, 2016. A copy of the news release is included as Exhibit 99.1 to this report.

Item 9.01  Financial Statements and Exhibits

Exhibits

Number	Description
99.1	Press Release dated October 20, 2016

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.

	SANDY SPRING BANCORP, INC.
	(Registrant)
Date:  October 20, 2016	By:	/s/ Daniel J. Schrider
		Daniel J. Schrider
		President and Chief Executive Officer

3

EX-99.1

Exhibit 99.1

  News release

FOR IMMEDIATE RELEASE

SANDY SPRING BANCORP REPORTS RECORD NET INCOME OF $13.5 MILLION FOR THE THIRD QUARTER

OLNEY, MARYLAND, October 20, 2016 — Sandy Spring Bancorp, Inc., (Nasdaq-SASR) the parent company of Sandy Spring Bank, today reported net income for the third quarter of 2016 of $13.5 million ($0.56 per diluted share) compared to net income of $11.0 million ($0.45 per diluted share) for the third quarter of 2015 and net income of $10.6 million ($0.44 per diluted share) for the second quarter of 2016.

For the nine months ended September 30, 2016, net income was $34.9 million ($1.45 per diluted share) compared to net income of $32.6 million ($1.31 per diluted share) for the same period of the prior year.

“The record earnings for the current quarter were the direct result of strong core operating performance from multiple business lines. Balanced loan and deposit growth continue to be a fundamental strength and the margin increase reflects the redeployment of earning assets from the investment portfolio into higher yielding loans,” said Dan Schrider, President and Chief Executive Officer.

Third Quarter Highlights:

· Pre-tax, pre-provision income increased 16% compared with the third quarter of 2015 and 13% compared to the second quarter of 2016.

· The net interest margin was 3.50% for the third quarter of 2016, compared to 3.43% for the third quarter of 2015 and 3.51% for the second quarter of 2016.

· The Non-GAAP efficiency ratio was 56.33% for the current quarter as compared to 59.73% for the third quarter of 2015 and 59.12% for the second quarter of 2016.

· Total loans increased 11% compared to the third quarter of 2015 and 3% compared to the second quarter of 2016. Commercial loans increased 13% and residential loans increased 9% over the prior year.

· Total deposits grew 8% from the prior year and 1% from the prior quarter.

Review of Balance Sheet and Credit Quality

Total assets grew 4% to $4.8 billion at September 30, 2016 compared to $4.6 billion at September 30, 2015. This growth was driven by the 11% increase in the loan portfolio as total loans ended the period at $3.8 billion.

At September 30, 2016, combined noninterest-bearing and interest-bearing checking account balances, an important performance driver of multiple-product banking relationships with clients, increased 8% compared to balances at September 30, 2015. Total deposits and certain other short-term borrowings that comprise the funding sources derived from customers, increased 8% compared to September 30, 2015.

Tangible common equity totaled $446 million at September 30, 2016 compared to $437 million at September 30, 2015. The ratio of tangible common equity to tangible assets decreased to 9.43% at September 30, 2016 from 9.66% at September 30, 2015 due to the combined impact of the growth in assets and share repurchases over the preceding 12 months. Dividends per common share were $0.72 per share for the first nine months of 2016 compared to $0.66 per common share for the first nine months of 2015, a 9% increase. At September 30, 2016, the Company had a total risk-based capital ratio of 13.29%, a common equity tier 1 risk-based capital ratio of 11.41%, a tier 1 risk-based capital ratio of 12.17% and a tier 1 leverage ratio of 10.25%.

Non-performing loans totaled $32.0 million at September 30, 2016 compared to $36.9 million at September 30, 2015 and $31.4 million at June 30, 2016. The level of non-performing loans to total loans decreased to 0.85% at September 30, 2016 compared to 1.08% at September 30, 2015 as a result of the growth in the loan portfolio and a concurrent decrease in the level of non-performing loans.

Loan charge-offs, net of recoveries, totaled $0.2 million for the third quarter of 2016 compared to $0.8 million for the third quarter of 2015 and $1.3 million in charge-offs for the second quarter of 2016. The allowance for loan losses represented 1.16% of outstanding loans and 137% of non-performing loans at September 30, 2016 compared to 1.16% of outstanding loans and 107% of non-performing loans at September 30, 2015. Non-performing loans includes accruing loans 90 days or more past due and restructured loans.

Income Statement Review

Net interest income for the third quarter of 2016 increased 7% compared to the third quarter of 2015. The net interest margin improved to 3.50% for the third quarter of 2016 compared to 3.43% for the third quarter of 2015. This improvement reflects the impact of loan growth over the preceding year combined with the positive benefits associated with the prepayment of FHLB advances and subordinated debentures, and the shift from lower yielding investments to the higher yielding loan portfolio in the first nine months of 2016.

The provision for loan losses was $0.8 million for the third quarter of 2016 compared to a charge of $1.7 million for the third quarter of 2015 and $3.0 million for the second quarter of 2016. The decrease in the current quarter’s charge versus the prior year’s quarter reflects lower net-charge offs during the quarter and the reduced level of non-performing assets.

Non-interest income increased to $12.6 million for the third quarter of 2016 compared to $12.4 million for the third quarter of 2015 due to higher mortgage banking income from increased loan sales volume that more than offset the decrease in income from wealth management due to the sale of a portion of the assets under management which occurred in the first quarter of 2016.

Non-interest expenses decreased 1% to $29.3 million for the third quarter of 2016 compared to $29.6 million in the third quarter of 2015 due to lower other non-interest expenses. The non-GAAP efficiency ratio was 56.33% for the third quarter of 2016 compared to 59.73% for the third quarter of 2015 as a result of the combined growth in the net interest income and the effects of expense control discipline.

Net interest income for the first nine months of 2016 increased 8% compared to the first nine months of 2015 due primarily to an increase in average loans, which was funded, in part, by a decrease in lower-yielding investment securities. As a result, the net interest margin was 3.49% for the first nine months of 2016 compared to 3.43% for the prior year period.

The provision for loan losses was a charge of $5.0 million for the first nine months of 2016 compared to a charge of $3.5 million for the first nine months of 2015 primarily reflecting the growth in the loan portfolio over the prior year period.

Non-interest income increased 3% to $38.7 million for the first nine months of 2016 compared to $37.7 million for the first nine months of 2015. This increase was driven by $1.9 million in gains on securities sales and a gain of $1.2 million due to the extinguishment of subordinated debentures during the first half of 2016. Excluding these transactions, non-interest income decreased 6% due to a decrease in income from wealth management resulting from the sale of a portion of the assets under management.

Non-interest expenses increased 5% to $92.5 million for the first nine months of 2016 compared to $88.4 million for the prior year period. This increase was due largely to prepayment penalties of $3.2 million for the early payoff of $75 million in high-rate FHLB advances. Excluding the prepayment penalties, non-interest expenses increased 1% over the prior year period. The current year-to-date period included increases in salaries and benefits and equipment expenses. The non-GAAP efficiency ratio was 59.05% for the first nine months of 2016 compared to 60.41% for the first nine months of 2015.

Conference Call

The Company’s management will host a conference call to discuss its third quarter results today at 2:00 P.M. (ET). A live Web cast of the conference call is available through the Investor Relations’ section of the Sandy Spring Web site at www.sandyspringbank.com. Participants may call 1-866-235-9910. A password is not necessary. Visitors to the Web site are advised to log on 10 minutes ahead of the scheduled start of the call. An internet-based replay will be available at the Web site until 9:00 am (ET) November 3, 2016. A replay of the teleconference will be available through the same time period by calling 1-877-344-7529 under conference call number 10093850.

About Sandy Spring Bancorp, Inc.

Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is the holding company for Sandy Spring Bank. Independent and community-oriented, Sandy Spring Bank offers a broad range of commercial banking, retail banking, mortgage and trust services throughout central Maryland, Northern Virginia, and the greater Washington, D.C. market. Through its subsidiaries, Sandy Spring Insurance Corporation and West Financial Services, Inc., Sandy Spring Bank also offers a comprehensive menu of insurance and wealth management services. With $4.8 billion in assets, the bank operates 44 community offices and six financial centers across the region. Visit www.sandyspringbank.com for more information.

For additional information or questions, please contact:

Daniel J. Schrider, President & Chief Executive Officer, or

Philip J. Mantua, E.V.P. & Chief Financial Officer

Sandy Spring Bancorp

17801 Georgia Avenue

Olney, Maryland 20832

1-800-399-5919

Email: DSchrider@sandyspringbank.com

PMantua@sandyspringbank.com

Web site: www.sandyspringbank.com

Media Contact:

Jen Schell

301-570-8331

jschell@sandyspringbank.com

Forward-Looking Statements

Sandy Spring Bancorp makes forward-looking statements in this news release and in the conference call regarding this news release. These forward-looking statements may include: statements of goals, intentions, earnings expectations, and other expectations; estimates of risks and of future costs and benefits; assessments of probable loan losses; assessments of market risk; and statements of the ability to achieve financial and other goals.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Sandy Spring Bancorp does not assume any duty and does not undertake to update its forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Sandy Spring Bancorp anticipated in its forward-looking statements and future results could differ materially from historical performance.

Sandy Spring Bancorp’s forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of the Company’s loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; the Company’s ability to retain key members of management; changes in legislation, regulations, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties. Sandy Spring Bancorp provides greater detail regarding some of these factors in its Form 10-K for the year ended December 31, 2015, including in the Risk Factors section of that report, and in its other SEC reports. Sandy Spring Bancorp’s forward-looking statements may also be subject to other risks and uncertainties, including those that it may discuss elsewhere in this news release or in its filings with the SEC, accessible on the SEC’s Web site at www.sec.gov.

Sandy Spring Bancorp, Inc. and Subsidiaries

FINANCIAL HIGHLIGHTS - UNAUDITED

	Three Months Ended									Nine Months Ended
	September 30,						%			September 30,						%
(Dollars in thousands, except per share data)	2016			2015			Change			2016			2015			Change
Results of Operations:
Net interest income	$	37,731		$	35,116			7	%	$	110,585		$	102,422			8	%
Provision for loan losses		781			1,706			(54	)		4,974			3,521			41
Non-interest income		12,584			12,390			2			38,698			37,658			3
Non-interest expense		29,326			29,630			(1	)		92,514			88,351			5
Income before income taxes		20,208			16,170			25			51,795			48,208			7
Net income		13,474			10,995			23			34,934			32,553			7
Pre-tax pre-provision income	$	20,989		$	18,031			16		$	56,769		$	52,246			9
Return on average assets		1.13	%		0.96	%					0.99	%		0.98	%
Return on average common equity		10.11	%		8.41	%					8.88	%		8.39	%
Net interest margin		3.50	%		3.43	%					3.49	%		3.43	%
Efficiency ratio - GAAP basis (1)		58.28	%		62.37	%					61.97	%		63.07	%
Efficiency ratio - Non-GAAP basis (1)		56.33	%		59.73	%					59.05	%		60.41	%
Per share data:
Basic net income	$	0.56		$	0.45			24	%	$	1.45		$	1.32			10	%
Diluted net income	$	0.56		$	0.45			24		$	1.45		$	1.31			11
Average fully diluted shares		24,122,923			24,602,817			(2	)		24,151,622			24,779,010			(3	)
Dividends declared per share	$	0.24		$	0.22			9		$	0.72		$	0.66			9
Book value per share		22.47			21.44			5			22.47			21.44			5
Tangible book value per share		18.66			17.91			4			18.66			17.91			4
Outstanding shares		23,886,651			24,424,944			(2	)		23,886,651			24,424,944			(2	)
Financial Condition at period-end:
Investment securities	$	691,471		$	862,409			(20	)%	$	691,471		$	862,409			(20	)%
Loans		3,780,507			3,412,439			11			3,780,507			3,412,439			11
Interest-earning assets		4,537,331			4,339,375			5			4,537,331			4,339,375			5
Assets		4,810,611			4,611,034			4			4,810,611			4,611,034			4
Deposits		3,537,157			3,275,668			8			3,537,157			3,275,668			8
Interest-bearing liabilities		3,087,135			2,973,747			4			3,087,135			2,973,747			4
Stockholders' equity		536,655			523,594			2			536,655			523,594			2
Capital ratios:
Tier 1 leverage (4)		10.25	%		10.65	%					10.25	%		10.65	%
Tier 1 capital to risk-weighted assets (4)		12.17	%		13.17	%					12.17	%		13.17	%
Total regulatory capital to risk-weighted assets (4)		13.29	%		14.27	%					13.29	%		14.27	%
Common equity tier 1 capital to risk-weighted assets (4)		11.41	%		12.20	%					11.41	%		12.20	%
Tangible common equity to tangible assets (2)		9.43	%		9.66	%					9.43	%		9.66	%
Average equity to average assets		11.17	%		11.43	%					11.18	%		11.66	%
Credit quality ratios:
Allowance for loan losses to loans		1.16	%		1.16	%					1.16	%		1.16	%
Non-performing loans to total loans		0.85	%		1.08	%					0.85	%		1.08	%
Non-performing assets to total assets		0.69	%		0.86	%					0.69	%		0.86	%
Allowance for loan losses to non-performing loans		137.41	%		107.44	%					137.41	%		107.44	%
Annualized net charge-offs to average loans (3)		0.02	%		0.09	%					0.07	%		0.07	%

(1) The efficiency ratio - GAAP basis is non-interest expenses divided by net interest income plus non-interest income from the Condensed Consolidated Statements of Income. The traditional efficiency ratio - Non-GAAP basis excludes intangible asset amortization from non-interest expense; securities gains (losses) from non-interest income; OTTI; and the tax-equivalent adjustment to net interest income. See the Reconciliation Table included with these Financial Highlights.

(2) The tangible common equity to tangible assets ratio is a non-GAAP ratio that divides assets excluding intangible assets into stockholders' equity after deducting intangible assets and other comprehensive gains (losses). See the Reconciliation Table included with these Financial Highlights.

(3) Calculation utilizes average loans and leases, excluding residential mortgage loans held-for-sale.

(4) Estimated ratio at September 30, 2016

Sandy Spring Bancorp, Inc. and Subsidiaries

RECONCILIATION TABLE - UNAUDITED

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2016			2015			2016			2015
Pre-tax pre-provision income:
Net income	$	13,474		$	10,995		$	34,934		$	32,553
Plus non-GAAP adjustment:
Litigation expenses		-			155			-			517
Income taxes		6,734			5,175			16,861			15,655
Provision for loan losses		781			1,706			4,974			3,521
Pre-tax pre-provision income	$	20,989		$	18,031		$	56,769		$	52,246
Efficiency ratio - GAAP basis:
Non-interest expenses	$	29,326		$	29,630		$	92,514		$	88,351
Net interest income plus non-interest income	$	50,315		$	47,506		$	149,283		$	140,080
Efficiency ratio - GAAP basis		58.28	%		62.37	%		61.97	%		63.07	%
Efficiency ratio - Non-GAAP basis:
Non-interest expenses	$	29,326		$	29,630		$	92,514		$	88,351
Less non-GAAP adjustment:
Amortization of intangible assets		34			107			94			320
Loss on FHLB Redemption		-			-			3,167			-
Litigation expenses		-			155			-			517
Non-interest expenses - as adjusted	$	29,292		$	29,368		$	89,253		$	87,514
Net interest income plus non-interest income	$	50,315		$	47,506		$	149,283		$	140,080
Plus non-GAAP adjustment:
Tax-equivalent income		1,688			1,663			4,993			4,816
Less non-GAAP adjustments:
Securities gains		-			1			1,919			20
Gain on redemption of subordinated debentures		-			-			1,200			-
Net interest income plus non-interest income - as adjusted	$	52,003		$	49,168		$	151,157		$	144,876
Efficiency ratio - Non-GAAP basis		56.33	%		59.73	%		59.05	%		60.41	%
Tangible common equity ratio:
Total stockholders' equity	$	536,655		$	523,594		$	536,655		$	523,594
Accumulated other comprehensive income		(4,465	)		(1,801	)		(4,465	)		(1,801	)
Goodwill		(85,768	)		(84,171	)		(85,768	)		(84,171	)
Other intangible assets, net		(716	)		(190	)		(716	)		(190	)
Tangible common equity	$	445,706		$	437,432		$	445,706		$	437,432
Total assets	$	4,810,611		$	4,611,034		$	4,810,611		$	4,611,034
Goodwill		(85,768	)		(84,171	)		(85,768	)		(84,171	)
Other intangible assets, net		(716	)		(190	)		(716	)		(190	)
Tangible assets	$	4,724,127		$	4,526,673		$	4,724,127		$	4,526,673
Tangible common equity ratio		9.43	%		9.66	%		9.43	%		9.66	%
Outstanding common shares		23,886,651			24,424,944			23,886,651			24,424,944
Tangible book value per common share	$	18.66		$	17.91		$	18.66		$	17.91

Sandy Spring Bancorp, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION - UNAUDITED

	September 30,			December 31,			September 30,
(Dollars in thousands)	2016			2015			2015
Assets
Cash and due from banks	$	48,666		$	46,956		$	42,322
Federal funds sold		1,106			472			472
Interest-bearing deposits with banks		48,425			25,454			53,637
Cash and cash equivalents		98,197			72,882			96,431
Residential mortgage loans held for sale (at fair value)		15,822			15,457			10,418
Investments available-for-sale (at fair value)		655,642			592,049			607,619
Investments held-to-maturity — fair value of $211,704 and $220,223 at December 31, 2015 and September 30, 2015, respectively		-			208,265			216,642
Other equity securities		35,829			41,336			38,148
Total loans		3,780,507			3,495,370			3,412,439
Less: allowance for loan losses		(43,942	)		(40,895	)		(39,661	)
Net loans		3,736,565			3,454,475			3,372,778
Premises and equipment, net		53,356			53,214			52,573
Other real estate owned		1,274			2,742			2,619
Accrued interest receivable		13,123			13,443			13,102
Goodwill		85,768			84,171			84,171
Other intangible assets, net		716			138			190
Other assets		114,319			117,208			116,343
Total assets	$	4,810,611		$	4,655,380		$	4,611,034
Liabilities
Noninterest-bearing deposits	$	1,154,227		$	1,001,841		$	1,068,299
Interest-bearing deposits		2,382,930			2,261,889			2,207,369
Total deposits		3,537,157			3,263,730			3,275,668
Securities sold under retail repurchase agreements and federal funds purchased		124,205			109,145			121,378
Advances from FHLB		550,000			685,000			610,000
Subordinated debentures		30,000			35,000			35,000
Accrued interest payable and other liabilities		32,594			38,078			45,394
Total liabilities		4,273,956			4,130,953			4,087,440
Stockholders' Equity
Common stock — par value $1.00; shares authorized 50,000,000; shares issued and outstanding 23,886,651, 24,295,971 and 24,424,944 at September 30, 2016, December 31, 2015 and September 30, 2015, respectively		23,887			24,296			24,425
Additional paid in capital		164,937			175,588			178,429
Retained earnings		343,366			325,840			318,939
Accumulated other comprehensive income (loss)		4,465			(1,297	)		1,801
Total stockholders' equity		536,655			524,427			523,594
Total liabilities and stockholders' equity	$	4,810,611		$	4,655,380		$	4,611,034

Sandy Spring Bancorp, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands, except per share data)	2016		2015		2016		2015
Interest Income:
Interest and fees on loans	$	38,224	$	34,484	$	111,358	$	99,654
Interest on loans held for sale		96		214		294		422
Interest on deposits with banks		49		25		156		69
Interest and dividends on investment securities:
Taxable		2,623		3,597		8,749		11,024
Exempt from federal income taxes		1,864		1,996		5,753		6,068
Interest on federal funds sold		1		1		3		1
Total interest income		42,857		40,317		126,313		117,238
Interest Expense:
Interest on deposits		2,128		1,632		6,006		4,193
Interest on retail repurchase agreements and federal funds purchased		74		69		212		179
Interest on advances from FHLB		2,699		3,272		8,812		9,774
Interest on subordinated debt		225		228		698		670
Total interest expense		5,126		5,201		15,728		14,816
Net interest income		37,731		35,116		110,585		102,422
Provision for loan losses		781		1,706		4,974		3,521
Net interest income after provision for loan losses		36,950		33,410		105,611		98,901
Non-interest Income:
Investment securities gains		-		1		1,919		20
Service charges on deposit accounts		2,035		1,936		5,894		5,657
Mortgage banking activities		1,129		566		2,770		2,566
Wealth management income		4,347		4,963		13,200		15,040
Insurance agency commissions		1,786		1,648		4,180		4,147
Income from bank owned life insurance		616		618		1,846		1,937
Bank card fees		1,189		1,198		3,498		3,475
Other income		1,482		1,460		5,391		4,816
Total non-interest income		12,584		12,390		38,698		37,658
Non-interest Expenses:
Salaries and employee benefits		17,848		17,733		53,299		52,566
Occupancy expense of premises		3,130		3,086		9,765		9,748
Equipment expenses		1,745		1,600		5,102		4,463
Marketing		628		688		1,971		2,161
Outside data services		1,349		1,329		4,067		3,692
FDIC insurance		726		565		2,012		1,850
Amortization of intangible assets		34		107		94		320
Litigation expenses		-		155		-		517
Other expenses		3,866		4,367		16,204		13,034
Total non-interest expenses		29,326		29,630		92,514		88,351
Income before income taxes		20,208		16,170		51,795		48,208
Income tax expense		6,734		5,175		16,861		15,655
Net income	$	13,474	$	10,995	$	34,934	$	32,553
Net Income Per Share Amounts:
Basic net income per share	$	0.56	$	0.45	$	1.45	$	1.32
Diluted net income per share	$	0.56	$	0.45	$	1.45	$	1.31
Dividends declared per share	$	0.24	$	0.22	$	0.72	$	0.66

Sandy Spring Bancorp, Inc. and Subsidiaries

HISTORICAL TRENDS - QUARTERLY FINANCIAL DATA - UNAUDITED

	2016									2015
(Dollars in thousands, except per share data)	Q3			Q2			Q1			Q4			Q3			Q2			Q1
Profitability for the Quarter:
Tax-equivalent interest income	$	44,545		$	43,443		$	43,317		$	42,736		$	41,980		$	40,438		$	39,343
Interest expense		5,126			5,071			5,531			5,297			5,201			4,916			4,699
Tax-equivalent net interest income		39,419			38,372			37,786			37,439			36,779			35,522			34,644
Tax-equivalent adjustment		1,688			1,640			1,664			1,662			1,663			1,589			1,271
Provision for loan losses		781			2,957			1,236			1,850			1,706			1,218			597
Non-interest income		12,584			12,751			13,363			12,243			12,390			12,109			13,159
Non-interest expense		29,326			30,871			32,317			26,996			29,630			29,477			29,244
Income before income taxes		20,208			15,655			15,932			19,174			16,170			15,347			16,691
Income tax expense		6,734			5,008			5,119			6,372			5,175			5,014			5,466
Net income	$	13,474		$	10,647		$	10,813		$	12,802		$	10,995		$	10,333		$	11,225
Financial Performance:
Pre-tax pre-provision income	$	20,989		$	18,612		$	17,168		$	16,638		$	18,031		$	16,727		$	17,488
Return on average assets		1.13	%		0.92	%		0.93	%		1.11	%		0.96	%		0.93	%		1.04	%
Return on average common equity		10.11	%		8.21	%		8.29	%		9.73	%		8.41	%		8.02	%		8.73	%
Net interest margin		3.50	%		3.51	%		3.44	%		3.45	%		3.43	%		3.42	%		3.44	%
Efficiency ratio - GAAP basis (1)		58.28	%		62.39	%		65.31	%		56.22	%		62.37	%		64.02	%		62.85	%
Efficiency ratio - Non-GAAP basis (1)		56.33	%		59.12	%		61.84	%		63.08	%		59.73	%		61.35	%		60.53	%
Per Share Data:
Basic net income per share	$	0.56		$	0.45		$	0.45		$	0.53		$	0.45		$	0.42		$	0.45
Diluted net income per share	$	0.56		$	0.44		$	0.45		$	0.52		$	0.45		$	0.42		$	0.45
Average fully diluted shares		24,122,923			24,108,668			24,222,940			24,455,847			24,602,817			24,689,762			25,048,576
Dividends declared per common share	$	0.24		$	0.24		$	0.24		$	0.24		$	0.22		$	0.22		$	0.22
Non-interest Income:
Securities gains	$	-		$	150		$	1,769		$	16		$	1		$	19		$	-
Service charges on deposit accounts		2,035			1,956			1,903			1,950			1,936			1,839			1,882
Mortgage banking activities		1,129			1,106			535			548			566			822			1,178
Wealth management income		4,347			4,448			4,405			4,891			4,963			5,161			4,916
Insurance agency commissions		1,786			949			1,445			1,029			1,648			881			1,618
Income from bank owned life insurance		616			615			615			634			618			606			713
Bank card fees		1,189			1,220			1,089			1,177			1,198			1,220			1,057
Other income		1,482			2,307			1,602			1,998			1,460			1,561			1,795
Total Non-interest Income	$	12,584		$	12,751		$	13,363		$	12,243		$	12,390		$	12,109		$	13,159
Non-interest Expense:
Salaries and employee benefits	$	17,848		$	17,221		$	18,230		$	18,437		$	17,733		$	17,534		$	17,299
Occupancy expense of premises		3,130			3,162			3,473			3,061			3,086			3,173			3,489
Equipment expenses		1,745			1,693			1,664			1,608			1,600			1,490			1,373
Marketing		628			662			681			735			688			942			531
Outside data services		1,349			1,355			1,363			1,331			1,329			1,102			1,261
FDIC insurance		726			649			637			641			565			654			631
Amortization of intangible assets		34			28			32			52			107			106			107
Litigation expenses		-			-			-			(4,386	)		155			162			200
Professional fees		987			1,447			1,138			1,322			1,089			1,199			1,209
Other real estate owned expenses		5			(5	)		17			14			48			4			10
Other expenses		2,874			4,659			5,082			4,181			3,230			3,111			3,134
Total Non-interest Expense	$	29,326		$	30,871		$	32,317		$	26,996		$	29,630		$	29,477		$	29,244

(1) The efficiency ratio - GAAP basis is non-interest expenses divided by net interest income plus non-interest income from the Condensed Consolidated Statements of Income. The traditional, efficiency ratio - non-GAAP basis excludes intangible asset amortization from non-interest expense; excludes securities gains; OTTI losses from non-interest income; and adds the tax-equivalent adjustment to net interest income. See the Reconciliation Table included with these Financial Highlights.

Sandy Spring Bancorp, Inc. and Subsidiaries

HISTORICAL TRENDS - QUARTERLY FINANCIAL DATA - UNAUDITED

	2016									2015
(Dollars in thousands)	Q3			Q2			Q1			Q4			Q3			Q2			Q1
Balance Sheets at Quarter End:
Residential mortgage loans	$	854,055		$	820,618		$	804,105		$	796,358		$	773,889		$	744,195		$	728,858
Residential construction loans		144,998			142,710			138,221			129,281			139,492			137,134			130,321
Commercial AD&C loans		302,522			285,585			261,204			255,980			239,160			223,103			203,731
Commercial investor real estate loans		847,946			824,252			783,161			719,084			710,694			694,179			668,931
Commercial owner occupied real estate loans		736,744			700,599			675,560			678,027			680,601			643,973			618,846
Commercial business loans		444,129			451,711			451,239			465,765			423,855			409,795			385,452
Leasing		-			-			-			-			19			21			36
Consumer loans		450,113			447,149			447,198			450,875			444,729			436,465			428,531
Total loans		3,780,507			3,672,624			3,560,688			3,495,370			3,412,439			3,288,865			3,164,706
Allowance for loan losses		(43,942	)		(43,384	)		(41,766	)		(40,895	)		(39,661	)		(38,713	)		(37,475	)
Loans held for sale		15,822			13,490			27,806			15,457			10,418			19,445			13,899
Investment securities		691,471			734,828			742,401			841,650			862,409			878,284			912,565
Interest-earning assets		4,537,331			4,461,180			4,447,063			4,378,403			4,339,375			4,222,667			4,125,549
Total assets		4,810,611			4,739,449			4,716,608			4,655,380			4,611,034			4,507,367			4,401,380
Noninterest-bearing demand deposits		1,154,227			1,176,135			1,084,746			1,001,841			1,068,299			1,092,413			1,017,566
Total deposits		3,537,157			3,510,141			3,412,308			3,263,730			3,275,668			3,247,346			3,109,892
Customer repurchase agreements		124,205			117,887			121,043			109,145			121,378			111,817			101,640
Total interest-bearing liabilities		3,087,135			2,996,893			3,073,605			3,091,034			2,973,747			2,851,750			2,818,966
Total stockholders' equity		536,655			529,479			522,392			524,427			523,594			518,873			521,768
Quarterly Average Balance Sheets:
Residential mortgage loans	$	836,452		$	811,705		$	807,443		$	781,015		$	754,007		$	734,382		$	724,248
Residential construction loans		147,602			142,854			134,708			133,812			134,448			137,216			132,456
Commercial AD&C loans		287,836			272,090			261,687			247,612			227,545			218,341			206,105
Commercial investor real estate loans		832,529			788,785			750,821			717,742			704,068			668,883			645,163
Commercial owner occupied real estate loans		717,371			684,907			677,786			673,883			656,337			624,407			611,722
Commercial business loans		446,123			453,459			460,903			424,510			413,300			398,510			383,111
Leasing		-			-			-			17			19			28			44
Consumer loans		450,171			449,594			451,075			448,439			441,740			434,011			425,434
Total loans		3,718,084			3,603,394			3,544,423			3,427,030			3,331,464			3,215,778			3,128,283
Loans held for sale		10,207			8,326			14,036			11,951			21,070			14,075			7,053
Investment securities		709,527			739,132			810,593			840,276			869,461			898,237			925,683
Interest-earning assets		4,477,438			4,394,879			4,411,796			4,320,674			4,261,939			4,162,963			4,097,648
Total assets		4,747,020			4,664,343			4,685,747			4,594,025			4,537,142			4,438,670			4,372,988
Noninterest-bearing demand deposits		1,131,739			1,082,762			1,021,471			1,058,215			1,063,500			1,023,042			986,688
Total deposits		3,528,665			3,429,897			3,300,131			3,285,299			3,263,993			3,128,562			3,056,186
Customer repurchase agreements		120,702			122,597			110,862			125,275			121,127			106,179			90,020
Total interest-bearing liabilities		3,045,998			3,020,505			3,103,710			2,968,555			2,906,348			2,852,414			2,817,575
Total stockholders' equity		530,241			521,387			524,309			521,786			518,619			516,940			521,346
Financial Measures:
Average equity to average assets		11.17	%		11.18	%		11.19	%		11.36	%		11.43	%		11.65	%		11.92	%
Investment securities to earning assets		15.24	%		16.47	%		16.69	%		19.22	%		19.87	%		20.80	%		22.12	%
Loans to earning assets		83.32	%		82.32	%		80.07	%		79.83	%		78.64	%		77.89	%		76.71	%
Loans to assets		78.59	%		77.49	%		75.49	%		75.08	%		74.01	%		72.97	%		71.90	%
Loans to deposits		106.88	%		104.63	%		104.35	%		107.10	%		104.18	%		101.28	%		101.76	%
Capital Measures:
Tier 1 leverage (1)		10.25	%		10.29	%		10.23	%		10.60	%		10.65	%		10.83	%		11.00	%
Tier 1 capital to risk-weighted assets (1)		12.17	%		12.42	%		12.74	%		13.13	%		13.17	%		13.54	%		14.03	%
Total regulatory capital to risk-weighted assets (1)		13.29	%		13.57	%		13.86	%		14.25	%		14.27	%		14.65	%		15.14	%
Common equity tier 1 capital to risk-weighted assets (1)		11.41	%		11.63	%		11.79	%		12.17	%		12.20	%		12.53	%		12.99	%
Book value per share	$	22.47		$	22.18		$	21.92		$	21.58		$	21.44		$	21.12		$	21.10
Outstanding shares		23,886,651			23,874,650			23,827,305			24,295,971			24,424,944			24,562,471			24,733,868

(1) Estimated ratio at September 30, 2016

Sandy Spring Bancorp, Inc. and Subsidiaries

LOAN PORTFOLIO QUALITY DETAIL - UNAUDITED

	2016									2015
(Dollars in thousands)	September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,
Non-Performing Assets:
Loans 90 days past due:
Commercial business	$	163		$	-		$	-		$	-		$	-		$	-		$	-
Commercial real estate:
Commercial AD&C		-			-			-			-			-			-			-
Commercial investor real estate		-			-			-			-			-			-			-
Commercial owner occupied real estate		-			-			-			-			-			-			-
Leasing		-			-			-			-			1			2			-
Consumer		-			2			1			-			-			7			-
Residential real estate:
Residential mortgage		-			-			-			-			-			-			-
Residential construction		-			-			-			-			-			-			-
Total loans 90 days past due		163			2			1			-			1			9			-
Non-accrual loans:
Commercial business		4,140			4,263			3,741			3,696			3,881			3,285			4,166
Commercial real estate:
Commercial AD&C		137			137			147			194			194			194			1,363
Commercial investor real estate		9,189			8,868			7,885			8,368			8,609			10,023			10,083
Commercial owner occupied real estate		5,591			5,678			7,149			6,340			7,932			8,423			8,974
Leasing		-			-			-			-			-			-			-
Consumer		2,726			2,600			2,715			2,193			1,621			1,214			1,962
Residential real estate:
Residential mortgage		7,321			6,186			9,329			8,822			7,488			7,780			3,235
Residential construction		199			202			412			418			770			780			788
Total non-accrual loans		29,303			27,934			31,378			30,031			30,495			31,699			30,571
Total restructured loans - accruing		2,512			3,420			4,716			4,467			6,419			5,620			5,446
Total non-performing loans		31,978			31,356			36,095			34,498			36,915			37,328			36,017
Other assets and real estate owned (OREO)		1,274			1,311			2,414			2,742			2,619			4,514			3,227
Total non-performing assets	$	33,252		$	32,667		$	38,509		$	37,240		$	39,534		$	41,842		$	39,244
	For the quarter ended,
	September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,
(Dollars in thousands)	2016			2016			2016			2015			2015			2015			2015
Analysis of Non-accrual Loan Activity:
Balance at beginning of period	$	27,934		$	31,378		$	30,031		$	30,495		$	31,699		$	30,571		$	28,530
Non-accrual balances transferred to OREO		(38	)		-			-			(423	)		(180	)		(1,309	)		(32	)
Non-accrual balances charged-off		(245	)		(1,305	)		(274	)		(869	)		(752	)		(549	)		(1,077	)
Net payments or draws		(525	)		(4,810	)		(914	)		(3,084	)		(1,846	)		(2,970	)		(1,067	)
Loans placed on non-accrual		2,486			2,671			2,535			3,912			1,574			5,956			4,217
Non-accrual loans brought current		(309	)		-			-			-			-			-			-
Balance at end of period	$	29,303		$	27,934		$	31,378		$	30,031		$	30,495		$	31,699		$	30,571
Analysis of Allowance for Loan Losses:
Balance at beginning of period	$	43,384		$	41,766		$	40,895		$	39,661		$	38,713		$	37,475		$	37,802
Provision for loan losses		781			2,957			1,236			1,850			1,706			1,218			597
Less loans charged-off, net of recoveries:
Commercial business		95			106			67			(128	)		(25	)		73			(89	)
Commercial real estate:
Commercial AD&C		(22	)		-			48			-			-			(547	)		706
Commercial investor real estate		(12	)		(107	)		192			(4	)		(5	)		85			(5	)
Commercial owner occupied real estate		(1	)		(1	)		(3	)		725			104			(1	)		212
Leasing		-			-			-			4			-			-			-
Consumer		145			364			54			(31	)		348			395			43
Residential real estate:
Residential mortgage		24			989			15			80			342			(18	)		65
Residential construction		(6	)		(12	)		(8	)		(30	)		(6	)		(7	)		(8	)
Net charge-offs		223			1,339			365			616			758			(20	)		924
Balance at end of period	$	43,942		$	43,384		$	41,766		$	40,895		$	39,661		$	38,713		$	37,475
Asset Quality Ratios:
Non-performing loans to total loans		0.85	%		0.85	%		1.01	%		0.99	%		1.08	%		1.13	%		1.14	%
Non-performing assets to total assets		0.69	%		0.69	%		0.82	%		0.80	%		0.86	%		0.93	%		0.89	%
Allowance for loan losses to loans		1.16	%		1.18	%		1.17	%		1.17	%		1.16	%		1.18	%		1.18	%
Allowance for loan losses to non-performing loans		137.41	%		138.36	%		115.72	%		118.54	%		107.44	%		103.71	%		104.05	%
Annualized net charge-offs to average loans		0.02	%		0.15	%		0.04	%		0.07	%		0.09	%		0.00	%		0.12	%

Sandy Spring Bancorp, Inc. and Subsidiaries

CONSOLIDATED AVERAGE BALANCES, YIELDS AND RATES - UNAUDITED

	Three Months Ended September 30,
				2016								2015
						Annualized								Annualized
	Average			(1)		Average			Average			(1)		Average
(Dollars in thousands and tax-equivalent)	Balances			Interest		Yield/Rate			Balances			Interest		Yield/Rate
Assets
Residential mortgage loans	$	836,452		$	7,208		3.45	%	$	754,007		$	6,346		3.37	%
Residential construction loans		147,602			1,341		3.62			134,448			1,240		3.66
Total mortgage loans		984,054			8,549		3.47			888,455			7,586		3.41
Commercial AD&C loans		287,836			3,398		4.70			227,545			2,602		4.54
Commercial investor real estate loans		832,529			9,487		4.53			704,068			8,353		4.71
Commercial owner occupied real estate loans		717,371			8,581		4.76			656,337			8,065		4.88
Commercial business loans		446,123			4,863		4.34			413,300			4,600		4.42
Leasing		-			-		-			19			-		-
Total commercial loans		2,283,859			26,329		4.59			2,001,269			23,620		4.68
Consumer loans		450,171			3,916		3.48			441,740			3,701		3.35
Total loans (2)		3,718,084			38,794		4.16			3,331,464			34,907		4.16
Loans held for sale		10,207			96		3.75			21,070			214		4.05
Taxable securities		432,706			2,717		2.51			581,832			3,742		2.57
Tax-exempt securities (3)		276,821			2,888		4.17			287,629			3,091		4.30
Total investment securities		709,527			5,605		3.16			869,461			6,833		3.14
Interest-bearing deposits with banks		38,773			49		0.51			39,472			25		0.25
Federal funds sold		847			1		0.49			472			1		0.22
Total interest-earning assets		4,477,438			44,545		3.96			4,261,939			41,980		3.92
Less: allowance for loan losses		(43,498	)							(39,090	)
Cash and due from banks		45,210								44,893
Premises and equipment, net		53,162								52,233
Other assets		214,708								217,167
Total assets	$	4,747,020							$	4,537,142
Liabilities and Stockholders' Equity
Interest-bearing demand deposits	$	579,863			112		0.08	%	$	534,568			105		0.08	%
Regular savings deposits		305,077			48		0.06			277,819			37		0.05
Money market savings deposits		938,528			514		0.22			882,755			393		0.18
Time deposits		573,458			1,454		1.01			505,351			1,097		0.86
Total interest-bearing deposits		2,396,926			2,128		0.35			2,200,493			1,632		0.29
Other borrowings		120,702			74		0.24			121,127			69		0.23
Advances from FHLB		498,370			2,699		2.15			549,728			3,272		2.36
Subordinated debentures		30,000			225		3.00			35,000			228		2.60
Total interest-bearing liabilities		3,045,998			5,126		0.67			2,906,348			5,201		0.71
Noninterest-bearing demand deposits		1,131,739								1,063,500
Other liabilities		39,042								48,675
Stockholders' equity		530,241								518,619
Total liabilities and stockholders' equity	$	4,747,020							$	4,537,142
Net interest income and spread				$	39,419		3.29	%				$	36,779		3.21	%
Less: tax-equivalent adjustment					1,688								1,663
Net interest income				$	37,731							$	35,116
Interest income/earning assets							3.96	%							3.92	%
Interest expense/earning assets							0.46								0.49
Net interest margin							3.50	%							3.43	%

(1) Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 39.88% for 2016 and 2015. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $1.7 million and $1.7 million in 2016 and 2015, respectively.

(2) Non-accrual loans are included in the average balances.

(3) Includes only investments that are exempt from federal taxes.

Sandy Spring Bancorp, Inc. and Subsidiaries

CONSOLIDATED AVERAGE BALANCES, YIELDS AND RATES - UNAUDITED

	Nine Months Ended September 30,
				2016								2015
						Annualized								Annualized
	Average			(1)		Average			Average			(1)		Average
(Dollars in thousands and tax-equivalent)	Balances			Interest		Yield/Rate			Balances			Interest		Yield/Rate
Assets
Residential mortgage loans	$	818,599		$	21,010		3.42	%	$	737,655		$	18,625		3.37	%
Residential construction loans		141,743			3,804		3.59			134,714			3,729		3.70
Total mortgage loans		960,342			24,814		3.45			872,369			22,354		3.42
Commercial AD&C loans		273,922			9,511		4.64			217,409			7,464		4.59
Commercial investor real estate loans		790,864			27,087		4.57			672,920			23,703		4.71
Commercial owner occupied real estate loans		693,442			24,946		4.81			630,985			23,266		4.93
Commercial business loans		453,468			14,819		4.37			398,418			13,107		4.40
Leasing		-			-		-			30			1		2.97
Total commercial loans		2,211,696			76,363		4.61			1,919,762			67,541		4.70
Consumer loans		450,280			11,691		3.49			433,788			10,807		3.35
Total loans (2)		3,622,318			112,868		4.16			3,225,919			100,702		4.17
Loans held for sale		10,854			294		3.61			14,118			422		3.98
Taxable securities		470,987			9,073		2.57			605,719			11,464		2.52
Tax-exempt securities (3)		281,938			8,912		4.21			291,868			9,396		4.29
Total investment securities		752,925			17,985		3.19			897,587			20,860		3.10
Interest-bearing deposits with banks		41,433			156		0.50			36,688			69		0.25
Federal funds sold		688			3		0.48			473			1		0.22
Total interest-earning assets		4,428,218			131,306		3.96			4,174,785			122,054		3.91
Less: allowance for loan losses		(42,215	)							(38,256	)
Cash and due from banks		46,255								46,067
Premises and equipment, net		53,318								51,500
Other assets		214,284								216,105
Total assets	$	4,699,860							$	4,450,201
Liabilities and Stockholders' Equity
Interest-bearing demand deposits	$	578,473			335		0.08	%	$	528,683			312		0.08	%
Regular savings deposits		297,944			137		0.06			275,433			108		0.05
Money market savings deposits		914,499			1,446		0.21			849,469			983		0.15
Time deposits		550,195			4,088		0.99			472,065			2,790		0.79
Total interest-bearing deposits		2,341,111			6,006		0.34			2,125,650			4,193		0.26
Other borrowings		118,105			212		0.24			105,945			179		0.23
Advances from FHLB		565,493			8,812		2.08			592,509			9,774		2.21
Subordinated debentures		31,989			698		2.91			35,000			670		2.55
Total interest-bearing liabilities		3,056,698			15,728		0.69			2,859,104			14,816		0.69
Noninterest-bearing demand deposits		1,078,851								1,024,692
Other liabilities		38,981								47,447
Stockholders' equity		525,330								518,958
Total liabilities and stockholders' equity	$	4,699,860							$	4,450,201
Net interest income and spread				$	115,578		3.27	%				$	107,238		3.22	%
Less: tax-equivalent adjustment					4,993								4,816
Net interest income				$	110,585							$	102,422
Interest income/earning assets							3.96	%							3.91	%
Interest expense/earning assets							0.47								0.48
Net interest margin							3.49	%							3.43	%

(1) Tax-equivalent income has been adjusted using the combined marginal federal and state rate of 39.88% for 2016 and 2015. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $5.0 million and $4.8 million in 2016 and 2015, respectively.

(2) Non-accrual loans are included in the average balances.

(3) Includes only investments that are exempt from federal taxes.