Northwest Bancshares, Inc.
Annual Report 2016

Plain-text annual report

2016 Summary Annual Report Message to Shareholders William J. Wagner – Chairman, President and CEO A year of significant transformation for our company. The Board of Directors, management team and entire staff of Northwest Bancshares, Inc. and Northwest Bank are pleased to report on a year of significant transformation for our company. Highlighted by the final integration of the Lorain National Bank (LNB) acquisition in northeastern Ohio, which began in August 2015, and the acquisition of 18 former First Niagara Bank offices in Western New York in September 2016, we realized a record increase in earnings and earnings per share while greatly improving the quality and reach of our branch network. Non-GAAP net operating income for the year ended December 31, 2016, which excludes debt prepayment penalties, restructuring and acquisition expenses and ESOP termination fees, was $84.3 million, or $0.84 per share. This represents an increase in non-GAAP operating income of $17.3 million, or 25.8%, from the previous year. Similarly, non-GAAP earnings per share increased by $0.13, or 18%, from a year ago. Perhaps more importantly, net income for the fourth quarter of 2016 of $24.5 million, or $0.24 per share, represents an increase of $9.2 million, or $0.07 per share, compared to the quarter ended June 30, 2015 – the final quarter of operations not impacted by either the LNB or First Niagara acquisitions. This represents a 60% increase in earnings and a 40% increase in earnings per share over a period of just six calendar quarters – unprecedented income growth for our company. The benefits of these acquisitions reached even deeper as they improved the strength of our balance sheet, elevated interest rate sensitivity and enhanced the value of our franchise. The loan portfolios from both acquisitions were relatively diverse, which improved the mix of our existing portfolio while enhancing the sensitivity of the portfolio to changes in interest rates. The impact to our liabilities was even more significant as both acquisitions brought considerable checking account balances, which greatly lowered our cost of funds and provided additional protection from the potentially negative impact of rising interest rates. With that, we realized a 30-basis-point increase in our net interest margin to 3.75% from 3.45% over the past six quarters. Finally, the value of the Northwest franchise was greatly enhanced as we added 38 deposit-rich offices and used a portion of those deposits to replace approximately $700 million of high-cost borrowings. We believe the franchise value of a bank is primarily driven by the quality of the branch offices, size of their related deposits and the number and depth of the customer relationships that lie within. With these two acquisitions, we added over 150,000 new households to our growing list of loyal Northwest customers. 1 Our entire staff worked tirelessly over the past 18 months to complete the two largest acquisitions in our history while consolidating 24 offices. Another major factor in our earnings improvement in 2016 was the consolidation of 24, or 13%, of our branches. This decision did not come easy, as we demonstrated considerable concern for the employees, customers and communities involved. Accordingly, most of the offices that closed were in close proximity to another Northwest office so customer inconvenience was kept to a minimum. As a result, retention of these customers was significant, with few of them choosing to leave our bank. The combined impact of these consolidations and the aforementioned two acquisitions pushed the average deposit size of our offices to $48.1 million as of December 31, 2016, a 31% increase over the average balance of $36.7 million at June 30, 2015. Since office efficiency relates directly to deposit size, this increase in average deposits should enhance efficiency in the years ahead. It obviously took a tremendous effort on the part of our entire staff to complete the two largest acquisitions in our history while consolidating 24 of our offices in a period of just 18 months. We cannot thank them enough for their enduring energy, endless enthusiasm and unwavering devotion to our company. But their efforts didn’t stop there. Throughout 2016, we continued to enhance the Northwest customer experience by converting all of our customers to a new online banking system, which was a monumental task. We also replaced all our customers’ debit and credit cards to provide them with EMV chip technology; moved our bill pay customers to a new system; added Apple, Android and Samsung Pay and completed most of the legwork for the new Northwest website, which will launch in 2017. With a continued focus on efficiency, we digitized all our commercial loan documents, brochures, customer letters and marketing materials; introduced a commercial loan pricing model; developed enhanced profitability reports by product and business line and implemented a new online loan collection system. We were also pleased to provide our shareholders with a stellar return on their investment in 2016. As a result of our improving performance and a meaningful increase in market sentiment for bank stocks, the price of Northwest’s common shares increased $4.64, or 35%, to $18.03 during the year. Given our strong capital position, we were again able to return capital to our shareholders in the form of robust common stock dividends. Dividends paid during the year of $0.60 per share represented a 4.50% dividend yield based on the beginning-of-the-year market value. The most recent quarterly dividend payment of $0.16 per share represents a 3.5% dividend yield based on the December 31, 2016 market value of $18.03. We also continued our tradition of J.D. Power recognition in 2016 when we were ranked "Highest Customer Satisfaction with Retail Banking in the Mid-Atlantic Region" for the fifth time in seven years. Our employees cherish this award, as it is an independent validation of their devoted efforts to provide exceptional customer service. Looking ahead, we believe our future is the brightest it has been since the economic crisis began in 2008. Our primary performance metrics, return on assets and return on equity for the fourth quarter of 2016, the first full quarter of 2 The price of Northwest's common shares increased $4.64, or 35%, to $18.03 while dividends paid of $0.60 per share represented a 4.50% yield. operations following the First Niagara branch acquisition, were 1.01% and 8.37%, respectively. These levels compare favorably to our peer group for the first time in several years, and we are committed to working diligently toward further improvement in those returns. Asset quality is at its highest level since before the Great Recession, and we have made tremendous progress enhancing our lending and credit processes while improving lending capabilities and customer satisfaction. Our regional business development teams are keenly focused and well positioned for additional production and revenue growth, while our risk management functions have added the manpower and sophistication necessary to meet the regulatory expectations of a $10 billion bank. Finally, our entire staff remains focused on efficiency with a devoted effort to simplify our operation in every way possible. For all of these reasons, we believe we can say without reservation that our institution is substantially stronger and better prepared than at any time in our 120-year history. Crossing the $10 billion threshold for total assets weighs heavily on our plans for the future. With current assets of $9.6 billion, we are on the cusp of that consequential milestone. We estimate that the loss of interchange income relating to the impact of the Durbin Amendment of the Dodd- Frank Act will be approximately $8 million annually, while the cost of the additional regulatory burden will be approximately $3 million per year. The after-tax reduction in income from these two items will be approximately $7.0 million, or $0.07 per share. With that, we are hopeful that Northwest will be able to secure the acquisition of another bank of sufficient size and earnings power so that the additional earnings from the acquisition offset the $7 million lost by crossing the $10 billion threshold. Since the determination date for being subject to the Durbin Amendment is the end of each calendar year, it seems doubtful at this time that we will be able to secure such an acquisition and close the deal by the end of 2017. It is also doubtful that organic growth will take us over the threshold by that date. Accordingly, it appears that we will not feel the impact of Durbin until 2019 at the earliest. In addition, we are hopeful that the new Administration and Congress in Washington will seek meaningful regulatory relief for our industry, which includes the elimination of the Durbin Amendment and the revision of certain sections of the Dodd-Frank Act, including those related to the capital stress testing requirements of a $10 billion bank. We continue to support the industry's efforts in lobbying for such change. In summary, we hope this letter adequately conveys the tremendous pride that the Board of Directors, management and entire staff share in Northwest’s accomplishments over the last two years. On behalf of those stakeholders, I thank you for your continued support and investment in our company. Sincerely, William J. Wagner Chairman, President and CEO 3 Corporate Profile Northwest Bancshares, Inc. Northwest Bancshares, Inc. is a federally- chartered thrift holding company that owns and operates Northwest Bank, a Pennsylvania-chartered bank headquartered in Warren, Pennsylvania. For more than 120 years, we have served our communities by meeting the diverse financial needs of individuals, families, organizations and businesses seeking to bank, borrow, invest, insure and plan their futures. As of December 31, 2016, we held assets of $9.62 billion, 167 full-service community banking locations, nine free-standing drive-up facilities and 289 ATMs across Pennsylvania, New York, Ohio and Maryland. Our primary business involves gathering funds from deposits and borrowings and investing them in loans and investment securities. Source of Funds Investment of Funds Checking Accounts Money Market Accounts Savings Accounts Certificates of Deposit Borrowed Funds Subordinated Debt 35% 23% 20% 19% 2% 1% Mortgage Loans Commercial Real Estate Home Equity Loans Cash and Investments Consumer Loans Commercial Loans 31% 27% 15% 14% 7% 6% 4 6%7%14%15%27%31%19%20%23%35%Northwest's sources of funds and mix of loans and investments have changed considerably over the years as we have strived to transform from a thrift to commercial bank. Loan Growth and Mix in billions of dollars $8 $6 $4 $2 $0 1-4 Family Residential Mortgages Home Equity Loans Consumer Loans Commercial Real Estate Commercial and Industrial 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Deposit Growth and Mix in billions of dollars $8 $6 $4 $2 $0 Savings Accounts Checking Accounts Money Market Accounts Certificates of Deposit 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 5 Financial Highlights Northwest Bancshares, Inc. and subsidiaries In thousands, except per share and other data AT YEAR END DECEMBER 31, 2016 2015 2014 Total assets Loans receivable, net Deposits Shareholders’ equity Book value per share Tangible book value per share Closing market price per share FOR THE YEAR ENDED DECEMBER 31, Net interest income Net income Non-GAAP net income Diluted earnings per share Non-GAAP earnings per share Dividends per share KEY FINANCIAL RATIOS FOR THE YEAR ENDED DECEMBER 31, Return on average shareholders’ equity (1) Return on average assets (1) Tangible common equity Average interest rate spread Nonperforming assets to total assets at end of period Net charge-offs as a percentage of average loans outstanding $ 9,623,640 $ 8,951,899 $ 7,775,033 7,496,408 7,159,449 5,922,373 7,882,321 6,612,581 5,632,542 1,170,663 1,163,163 1,062,647 11.51 8.17 18.03 11.42 8.76 13.39 11.22 9.34 12.53 $ 307,335 $ 263,253 $ 248,840 49,667 84,321 0.49 0.84 0.60 7.27% 0.93% 8.95% 3.60% 0.88% 0.21% 60,540 67,012 0.64 0.71 0.56 6.08% 0.80% 61,962 61,962 0.67 0.67 1.62 5.69% 0.79% 10.28% 11.64% 3.29% 0.91% 0.23% 85.86% 0.87% 3.27% 1.25% 0.41% 84.35% 1.13% Allowance for loan losses to nonperforming loans at end of period 76.00% Allowance for loan losses as a percentage of loans receivable 0.81% OTHER DATA AT DECEMBER 31, Full-service community banking locations 167 176 156 Average deposits per full-service location (2) $ 48,063 $ 37,571 $ 36,106 Consumer finance offices Full time equivalent employees Registered shareholders (3) 49 2,306 13,690 51 2,186 14,363 51 2,042 13,756 (1) Excludes after-tax impact of restructuring and acquisition expenses of $34.7 million and $6.5 million for 2016 and 2015, respectively. (2) In thousands. 2016 excludes three offices pending sale in Maryland. (3) Excludes shareholders who own their stock in “street name.” 6 Growth and Performance Assets in billions of dollars 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Annual Net Income in millions of dollars GAAP Non-GAAP Northwest has resumed its long-standing tradition of balance-sheet growth in recent years, following a period of stagnation during the years of the Great Recession. Non-GAAP income increased substantially in 2016 as a result of the impact of the LNB and First Niagara acquisitions. 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Common Stock Information Stock Price Performance Since IPO in total return % (Source: SNL Financial) 2016 High Low Div $0.15 $0.15 $13.71 $11.78 $14.89 $13.09 $15.75 $14.47 $0.15 $19.10 $15.26 $0.15 1Q 2Q 3Q 4Q 2015 High Low Div 1Q 2Q 3Q 4Q $12.62 $11.52 $0.14 $13.03 $11.71 $0.14 $13.21 $12.32 $0.14 $14.11 $12.55 $0.14 2,000 1,500 1,000 500 0 -500 +1,786.19% NWBI S&P 500 +636.09% SNL U.S. Bank +550.26% 1 9 9 4 1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6 2 0 0 7 2 0 0 8 2 0 0 9 2 0 1 0 2 0 1 1 2 0 1 2 2 0 1 3 2 0 1 4 2 0 1 5 2 0 1 6 7 $9.62$8.95$7.78$7.88$7.94$7.96$8.15$8.03$6.93$6.66$49.7$60.5$62.0$66.6$63.4$64.2$57.5$32.7$48.2$49.1$84.3$67.0$84.3$67.0$49.7$60.5$62.0$66.6$63.4$64.2$57.5$32.7$48.2$49.1$49.7$60.5$62.0$66.6$63.4$64.2$57.5$32.7$48.2$49.1Market Coverage A network of offices across four states NY PA OH 8 MD Northwest Bank office network Northwest Consumer Discount Company office network Business Solutions A greater degree of confidence Cash Management. Financing. Insurance. Investments. Benefits. If you're running a business, at some point, you need to consider it all. At Northwest, we make it easy with a fresh perspective that focuses on taking care of business. We work one-on-one with our clients to pinpoint opportunities and work out a plan. We learn about them, their operations and their vision. Then, our flexible model lets us customize solutions to fit their goals and preferences. Whether they're just getting started, or they've been in business 50 years, we surround them with the people and products to give them a greater degree of confidence. Bank Borrow Invest Insure Plan Business Solutions Loans and Deposits Commercial relationships continue to be a growing segment of our business as commercial loans and deposits have grown substantially over the past five years. Yields and costs have drifted lower due to the low interest rate environment, but our spread remains attractive. Our business deposit mix continues to improve as we meet the needs of all types of businesses. Commercial Loans in billions of dollars Business Deposit Balances in billions of dollars 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Commercial Loan Yields Cost of Business Deposits 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Commercial Loan Losses as a % of commercial loans Business Deposit Mix 49% 49% of business deposits were in non-interest bearing checking accounts Money Market Interest Checking Municipal 25% 14% 12% 2012 2013 2014 2015 2016 10 14%25%49%12%0.33%0.59%0.94%0.38%0.43%$1.705$1.405$1.206$1.073$1.0184.45%4.30%4.46%4.61%5.25%0.08%0.11%0.13%0.14%0.12%$3.071$2.962$2.295$2.103$2.049Investment Management, Retirement and Insurance Services We dramatically increased assets under management and administration in recent years, fueling an increase in fee income from business investment management and retirement services accounts. Our business insurance lines have also provided a significant boost to fee income. Business Assets Under Management in millions of dollars Business Asset Mix as a % of total business assets under management 95% of business investment assets were in trust accounts Investment Advisory 5% 95% 2012 2013 2014 2015 2016 Business Investment Management and Retirement Services Revenue in millions of dollars Business Investment Management and Retirement Services Revenue Mix as a % of total business revenue 57% 57% of business investment revenue came from trust accounts Retirement Services Investment Advisory 38% 5% 2012 2013 2014 2015 2016 Business Insurance Revenue in millions of dollars Business Insurance Revenue Mix as a % of total business insurance revenue 69% 69% of business insurance revenue came from employee benefits accounts Property and Casualty 31% 2012 2013 2014 2015 2016 11 $8.2$7.3$7.0$6.4$3.769%31%95%5%$6.8$6.6$6.2$5.5$4.538%57%5%$1,286.7$1,168.0$1,142.2$1,046.8$808.9Personal Solutions Delivering in big ways For more than 120 years, people have come to us with dreams and ambitions. Sometimes, the solutions aren’t so obvious or easy. Sometimes, we have to work a little harder to find the best answer and achieve success. At Northwest, we’re passionate about helping people. Connecting them to the right products and services to help them reach their financial goals. We take pride in our work and care about others. We’re always thinking, “How can we help?” Bottom line? We deliver. With the enthusiasm, knowledge and genuine caring that’s earned us J.D. Power’s “Highest Customer Satisfaction with Retail Banking in the Mid-Atlantic Region” five times in seven years. And, we’re here to make a difference, every single day. Bank Borrow Invest Insure Plan Deposits We pride ourselves in the relationships we've built meeting our customers' needs. In 2016, we welcomed a substantial number of new households with the acquisition of 18 offices in Western New York. We continue to have great success attracting and keeping new checking account customers, and look forward to serving those customers for years to come as we deepen those relationships. Number of Households Number of Checking Accounts 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Services Per Household Checking Account Balances in millions of dollars 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Savings and Insured Money Fund Deposit Balances in billions of dollars Checking Account Fees in millions of dollars 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 13 $38.7$33.7$32.0$31.2$31.5311,141253,717229,020223,139222,427$1,749.0$1,325.6$1,035.9$963.6$935.0$3.168$2.325$2.061$2.038$1.988398,395337,904289,185288,747292,3973.0312.9873.0562.9412.908Personal Solutions Loans Mortgage and home equity loans are a core product offering and continue to provide a stable return during this period of low interest rates. Consumer loans have grown substantially in recent years with an emphasis on higher credit quality. Accordingly, while consumer loan yields have decreased significantly during the most recent two years, so have the losses from such loans. Mortgage Portfolio Yield Consumer Loans in millions of dollars 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Home Equity Portfolio Yield Consumer Loan Portfolio Yield 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Mortgage and Home Equity Loan Losses as a % of total mortgages and home equities Consumer Loan Losses as a % of consumer loans 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 14 6.62%6.86%10.76%11.62%11.98%0.15%0.09%0.11%0.13%0.24%$631.3$510.6$242.7$228.3$228.44.46%4.54%4.72%4.89%5.27%4.14%4.26%4.43%4.53%4.83%1.97%2.20%2.65%2.65%2.20%Investment Management and Insurance Personal assets under management and administration as well as brokerage have grown significantly in recent years from both acquisitions and organic initiatives – leading to a growing source of fee income. Personal Assets Under Management in millions of dollars Personal Asset Mix as a % of total personal assets under management 58% 58% of personal investment assets were in brokerage accounts Trust Investment Advisory 24% 18% 2012 2013 2014 2015 2016 Personal Investment Management Revenue in millions of dollars Personal Investment Management Revenue Mix as a % of total personal revenue 41% 41% of personal investment revenue came from trust accounts Investment Advisory Brokerage 32% 27% 2012 2013 2014 2015 2016 Personal Insurance Revenue in thousands of dollars Personal Insurance Revenue Mix as a % of total personal insurance revenue 80% of personal insurance revenue came from property and casualty policies Health and Life Insurance 20% 80% 2013 2014 2015 2016 15 32%41%27%24%58%18%80%20%$901.1$576.5$469.3$352.2$8.7$7.3$7.5$5.1$4.7$1,668.1$959.1$849.8$706.4$702.7 Financial Data Condensed consolidated balance sheet In thousands, except share data ASSETS Cash and cash equivalents Marketable securities available-for-sale Marketable securities held-to-maturity AS OF DECEMBER 31, 2016 2015 $ 389,867 $ 167,408 826,200 19,978 874,405 31,689 Loans receivable, net of allowance for loan losses of $60,939 and $62,672 7,496,408 7,159,449 Assets held-for-sale Accrued interest receivable Real estate owned, net Bank-owned life insurance Premises and equipment Goodwill and other intangible assets Federal Home Loan Bank stock, at cost Other assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits Liabilities held-for-sale Borrowed funds Advances by borrowers for taxes and insurance Accrued interest payable Other liabilities Trust preferred securities TOTAL LIABILITIES 152,528 21,699 4,889 171,449 161,185 339,853 7,390 32,194 — 21,072 8,725 168,509 154,351 270,718 40,903 54,670 $ 9,623,640 $ 8,951,899 $ 7,882,321 $ 6,612,581 215,657 142,899 36,879 635 63,373 111,213 — 975,007 33,735 1,993 54,207 111,213 8,452,977 7,788,736 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; 101,699,406 and 101,871,737 shares issued and outstanding, respectively Paid-in capital Retained earnings Unallocated common stock of Employee Stock Ownership Plan Accumulated other comprehensive loss, net TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1,017 1,019 718,834 478,803 — (27,991) 717,603 489,292 (20,216) (24,535) 1,170,663 1,163,163 $ 9,623,640 $ 8,951,899 16 Condensed consolidated statements of income INTEREST INCOME: Loans Investments and interest-earning cash TOTAL INTEREST INCOME INTEREST EXPENSE: Deposits Borrowed funds TOTAL INTEREST EXPENSE Net interest income Provision for loan losses Net interest income after provision for loan losses NONINTEREST INCOME: Service charges and fees Trust and other financial services income Gain/(loss) on securities Insurance commission income Income from bank-owned life insurance Other TOTAL NONINTEREST INCOME NONINTEREST EXPENSE: YEARS ENDED DECEMBER 31, 2016 2015 2014 $ 329,039 $ 298,665 $ 282,050 16,595 345,634 20,915 319,580 23,377 305,427 23,465 14,834 38,299 307,335 13,542 293,793 44,113 14,103 625 10,522 5,361 10,636 85,360 24,055 32,272 56,327 263,253 9,712 253,541 38,362 12,342 1,037 9,526 4,338 3,231 25,322 31,265 56,587 248,840 20,314 228,526 36,383 12,369 4,930 8,760 4,191 4,133 68,836 70,766 Compensation and employee benefits 140,927 119,818 115,967 Premises and occupancy costs Office operations Collections expense Processing expenses Amortization of intangibles Marketing expenses Federal deposit insurance premiums Restructuring and acquisition expenses Other TOTAL NONINTEREST EXPENSE Income before income taxes Income tax expense NET INCOME Basic earnings per share Diluted earnings per share 26,134 14,898 2,431 34,859 4,259 8,852 4,404 49,191 21,883 307,838 71,315 21,648 24,641 12,337 3,247 30,780 1,688 8,499 5,109 9,751 18,007 233,877 88,500 27,960 23,455 11,710 3,011 26,671 1,323 8,213 5,193 394 19,598 215,535 83,757 21,795 $ 49,667 $ 60,540 $ 61,962 $ 0.50 $ 0.49 $ 0.64 $ 0.64 $ 0.68 $ 0.67 17 William F. McKnight Controller Interstate Chemical Company Sonia M. Probst Retired Chief Executive Officer Rouse Estate John P. Meegan Executive Vice President and Chief Operating Officer Hefren-Tillotson, Inc. Philip M. Tredway President and Chief Executive Officer Erie Molded Plastics, Inc. Directors and Officers Northwest Bancshares, Inc. and Northwest Bank Board of Directors William J. Wagner Chairman, President and Chief Executive Officer Northwest Bancshares, Inc. Robert M. Campana President Campana Capital Deborah J. Chadsey Attorney and Partner Kavinoky Cook LLP Timothy B. Fannin Retired Partner Catalano, Case, Catalano & Clark-Radzieta, LLP Timothy M. Hunter President and Chief Executive Officer McInnes Rolled Rings and Erie Bronze & Aluminum Company Corporate Officers William J. Wagner President and Chief Executive Officer David E. Westerburg Executive Vice President Chief Operations Officer Steven G. Fisher Senior Executive Vice President Chief Revenue Officer Andrew C. Young Executive Vice President Chief Information Officer William W. Harvey, Jr. Senior Executive Vice President Chief Financial Officer Ronald B. Andzelik Senior Vice President Chief Compliance Officer Mark A. Paup President and Chief Executive Officer Zippo Manufacturing and W.R. Case and Sons Cutlery Company Kevin G. Mizak Senior Vice President Chief Auditor Melody Schott Senior Vice President Office Services Heidi Schwab Senior Vice President Loan Operations Michael W. Bickerton Executive Vice President Commercial Lending Richard K. Laws Executive Vice President Chief Counsel Corporate Secretary Julia W. McTavish Executive Vice President Chief Human Resources Officer Gerald J. Ritzert Executive Vice President Corporate Controller Jonathan P. Scalise Executive Vice President Business Development Michael G. Smelko Executive Vice President Chief Credit Officer Thomas J. Townsend Executive Vice President Chief Risk Officer Region Presidents Neil A. Aquino, Jr. Senior Vice President Commercial Real Estate Lending Vicki L. Stec Senior Vice President Bank Secrecy Officer Douglas H. Bert Senior Vice President Insurance Services Thomas K. Creal IV Senior Vice President Credit Administration John E. Hall Senior Vice President Consumer Lending Eric D. Stoever Senior Vice President Chief Technology Officer James M. Swanson Senior Vice President Deposit Operations William C. Tarpenning Senior Vice President Mortgage Banking Neil R. Hoffman Senior Vice President Commercial/Industrial Lending C. Forrest Tefft Senior Vice President Corporate Finance Lending D. Kirk Jacobson Senior Vice President Small Business Lending Jeffrey J. Maddigan Senior Vice President Treasurer Edward A. Martone Senior Vice President Human Resources Shawn O. Walker Senior Vice President Chief Marketing Officer Pamela L. Balas Vice President Mortgage Banking Stephen M. Bell Vice President Facilities Steven M. Crissey Vice President Human Resources Michael R. DelPrince Vice President Accounting Barbara L. DeMontier Vice President Human Resources Christina D. Dinger Vice President Process Improvement/ Program Management W. Norman Ewing Vice President Systems and Programming Dean C. Huya Vice President Loss Mitigation Julie K. Johnson Vice President Loan Servicing Kimberly A. Johnson Vice President Electronic Banking Raymond R. Learn II Vice President Fair Lending Officer Dorothy E. Lobdell Vice President Mortgage Banking John J. Golding New York Christopher A. Martin Southwest Pennsylvania Nancy J. May Eastern Pennsylvania/Maryland Jonathan E. Rockey Central Pennsylvania Julie A. Marasco Northwest Pennsylvania James E. Martin Erie, Pennsylvania Kevin W. Nelson Ohio 18 Investor Information Corporate Headquarters Financial Information 100 Liberty Street PO Box 128 Warren, Pennsylvania 16365 Telephone: (814) 726-2140 Fax: (814) 728-7716 www.northwest.com Annual Meeting April 19, 2017, 11:00 a.m. The Struthers Library Theatre 302 West Third Avenue Warren, Pennsylvania 16365 Stock Listing Northwest Bancshares, Inc. common stock is traded on the NASDAQ Global Select Market under the symbol “NWBI.” Stock Transfer, Registrar and Dividend Disbursing Agent Shareholder communications regarding change of address, change in stock registration, reporting of lost certificates and dividend checks should be directed to: American Stock Transfer and Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 Toll Free: (800) 937-5449 Toll Free: (877) 777-0800 Fax: (718) 236-2641 Email: info@amstock.com www.amstock.com Online Shareholder Access Registered shareholders can access their account(s) online through American Stock Transfer & Trust Company, LLC at www.amstock.com. Here you can easily initiate a number of transactions and inquiries, as well as obtain important details about your holdings and general stock transfer information. • Update your mailing address • Access account information • Print a duplicate 1099 tax form • Combine/consolidate accounts • Request a replacement dividend check • Download stock transfer instructions and forms • Enroll in direct deposit of dividends Independent Auditors KPMG LLP, Pittsburgh, Pennsylvania Securities Counsel Luse Gorman, P.C., Washington, D.C. The Annual Report on Form 10-K is filed with the Securities and Exchange Commission (SEC). Copies of this document and other filings, including exhibits thereto, may be obtained electronically at the SEC home page at www.sec.gov or through the Company’s website, www.northwest.com. Copies may also be obtained, without charge, upon request by writing to the Company’s corporate headquarters. Dividend Reinvestment and Direct Stock Purchase and Sale Plan Northwest Bancshares, Inc. is pleased to offer a Dividend Reinvestment and Direct Stock Purchase and Sale Plan through American Stock Transfer & Trust Company, LLC (the “Plan Administrator”). The plan provides both existing registered shareholders and interested new investors with a convenient method to purchase shares of Northwest Bancshares, Inc. common stock. If you are already a registered shareholder or are interested in becoming one, you may access the plan material and enroll online at www.amstock.com by clicking on “Invest Online” under “Shareholder Services” or from our investor relations website at www.northwest.com. Alternatively, you may request a plan prospectus and enrollment application by calling American Stock Transfer & Trust Company, toll-free, at (877) 715-0499 or Northwest, toll-free, at (800) 859-1000 or (814) 728-7263. Direct Deposit of Dividends Shareholders who do not reinvest their dividends may elect to have cash dividends directly deposited into their savings or checking account, thereby providing immediate access to funds and eliminating mail delays and lost or stolen checks. You may enroll online by accessing your shareholder account(s) at www.amstock.com or, to obtain an enrollment card, by calling the Company’s transfer agent, toll-free, at (800) 937-5449 or Northwest, toll-free, at (800) 859-1000. Investor Relations William J. Wagner Chairman, President and Chief Executive Officer William W. Harvey, Jr. Senior Executive Vice President and Chief Financial Officer Shareholder Relations Ian R. Scott Assistant Vice President, Shareholder Relations and Assistant Corporate Secretary (800) 859-1000 19 It’s our purpose to create happy customers. "Highest Customer Satisfaction with Retail Banking in the Mid-Atlantic Region" Northwest Bank received the highest numerical score among retail banks in the Mid-Atlantic in the J.D. Power 2016 Retail Banking Satisfaction Study, based on 76,233 responses from 29 banks, measuring opinions of consumers with their primary banking provider, surveyed April 2015 through February 2016. Your experiences may vary. Visit www.jdpower.com. Northwest Bank is Member FDIC. In addition to historical information, this report may contain certain forward-looking statements that are based on assumptions and information currently available to management, including assumptions as to changes in market interest rates. These forward-looking statements are subject to various risks and uncertainties including, but not limited to, economic, regulatory, competitive, legislative and other factors affecting the company and its operations. Readers are cautioned not to place undue reliance on these forward-looking statements, as actual results may differ materially from those expressed or implied. Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the release of this report. ©2017 Northwest Bancshares, Inc. 100 Liberty Street PO Box 128 Warren, PA 16365 (814) 726-2140 www.northwest.com 

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