10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

OR

☐    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                   to

Commission File Number 001-34582

NORTHWEST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland				27-0950358
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
3 Easton Oval	Suite 500	Columbus	Ohio	43219
(Address of Principal Executive Offices)				(Zip Code)

(814) 726-2140

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒    Large accelerated filer    ☐    Accelerated filer

☐    Non-accelerated filer     ☐    Smaller reporting company

☐    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock ($0.01 par value), 127,095,607 shares outstanding as of July 31, 2023.

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NORTHWEST BANCSHARES, INC.

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PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition atJune30, 2023 and December 31, 2022 (Unaudited)	1
	Consolidated Statements of Income for thequarter andsix monthsendedJune 30, 2023 and 2022 (Unaudited)	2
	Consolidated Statements of Comprehensive Income/(Loss)for thequarter andsix monthsendedJune 30, 2023 and 2022 (Unaudited)	3
	Consolidated Statements of Changes in Shareholders’ Equity for the quarterand six monthsendedJune 30, 2023 and 2022 (Unaudited)	4
	Consolidated Statements of Cash Flows for thesix monthsendedJune 30, 2023 and 2022 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4.	Controls and Procedures	58
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
	Signature	61

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Item 1.        FINANCIAL STATEMENTS

NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except share data)

	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	127,627	139,365
Marketable securities available-for-sale (amortized cost of $1,287,101 and $1,431,728, respectively)	1,073,952		1,218,108
Marketable securities held-to-maturity (fair value of $718,676 and $751,384, respectively)	847,845		881,249
Total cash and cash equivalents and marketable securities	2,049,424		2,238,722
Loans held-for-sale	16,077		9,913
Loans held for investment	11,255,154		10,910,539
Allowance for credit losses	(124,423)		(118,036)
Loans receivable, net	11,146,808		10,802,416
FHLB stock, at cost	44,613		40,143
Accrued interest receivable	37,281		35,528
Real estate owned, net	371		413
Premises and equipment, net	139,915		145,909
Bank-owned life insurance	257,614		255,062
Goodwill	380,997		380,997
Other intangible assets, net	6,809		8,560
Other assets	227,659		205,574
Total assets	$	14,291,491	14,113,324
Liabilities and shareholders’ equity
Liabilities:
Noninterest-bearing demand deposits	$	2,820,563	2,993,243
Interest-bearing demand deposits	2,577,653		2,686,431
Money market deposit accounts	2,154,253		2,457,569
Savings deposits	2,120,215		2,275,020
Time deposits	1,989,711		1,052,285
Total deposits	11,662,395		11,464,548
Borrowed funds	632,313		681,166
Subordinated debt	114,015		113,840
Junior subordinated debentures	129,444		129,314
Advances by borrowers for taxes and insurance	57,143		47,613
Accrued interest payable	4,936		3,231
Other liabilities	179,744		182,126
Total liabilities	12,779,990		12,621,838
Shareholders’ equity:
Preferred stock, $0.01 par value: 50,000,000 authorized, no shares issued	—		—
Common stock, $0.01 par value: 500,000,000 shares authorized, 127,088,963 and 127,028,848 shares issued and outstanding, respectively	1,271		1,270
Additional paid-in capital	1,022,189		1,019,647
Retained earnings	657,292		641,727
Accumulated other comprehensive loss	(169,251)		(171,158)
Total shareholders’ equity	1,511,501		1,491,486
Total liabilities and shareholders’ equity	$	14,291,491	14,113,324

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except share data)

	Quarter ended June 30,			Six months ended June 30,
	2023		2022	2023	2022
Interest income:
Loans receivable	$	132,724	95,574	256,469	183,748
Mortgage-backed securities	8,326		7,158	16,863	13,518
Taxable investment securities	841		715	1,686	1,392
Tax-free investment securities	667		683	1,367	1,357
FHLB stock dividends	844		82	1,534	163
Interest-earning deposits	594		1,684	1,017	2,151
Total interest income	143,996		105,896	278,936	202,329
Interest expense:
Deposits	21,817		3,341	33,055	7,092
Borrowed funds	13,630		2,290	24,868	4,349
Total interest expense	35,447		5,631	57,923	11,441
Net interest income	108,549		100,265	221,013	190,888
Provision for credit losses - loans	6,010		2,629	10,880	1,148
Provision for credit losses - unfunded commitments	2,920		3,396	3,046	4,992
Net interest income after provision for credit losses	99,619		94,240	207,087	184,748
Noninterest income:
Loss on sale of investments	(8,306)		(3)	(8,306)	(5)
Gain on sale of mortgage servicing rights	8,305		—	8,305	—
Gain on sale of SBA loans	832		—	1,111	—
Service charges and fees	14,833		13,673	28,022	26,740
Trust and other financial services income	6,866		7,461	13,315	14,473
Gain on real estate owned, net	785		291	893	262
Income from bank-owned life insurance	1,304		2,008	2,573	3,991
Mortgage banking income	1,028		2,157	1,552	3,622
Other operating income	4,150		4,861	6,301	7,105
Total noninterest income	29,797		30,448	53,766	56,188
Noninterest expense:
Compensation and employee benefits	47,650		48,073	94,254	94,990
Premises and occupancy costs	7,579		7,280	15,050	15,077
Office operations	2,800		3,162	5,810	6,545
Collections expense	429		403	816	923
Processing expenses	14,648		12,947	28,998	25,495
Marketing expenses	2,856		2,047	5,748	4,175
Federal deposit insurance premiums	2,064		1,130	4,287	2,259
Professional services	3,804		3,333	8,562	5,906
Amortization of intangible assets	842		1,115	1,751	2,298
Real estate owned expense	83		72	264	109
Merger, asset disposition and restructuring expense	1,593		—	4,395	1,374
Other expenses	1,510		1,849	3,373	2,608
Total noninterest expense	85,858		81,411	173,308	161,759
Income before income taxes	43,558		43,277	87,545	79,177
Federal and state income taxes expense	10,514		9,851	20,822	17,464
Net income	$	33,044	33,426	66,723	61,713
Basic earnings per share	$	0.26	0.26	0.53	0.49
Diluted earnings per share	$	0.26	0.26	0.52	0.49

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Unaudited)

(in thousands)

	Quarter ended June 30,			Six months ended June 30,
	2023		2022	2023	2022
Net income	$	33,044	33,426	66,723	61,713
Other comprehensive (loss)/income net of tax:
Net unrealized holding (losses)/gains on marketable securities:
Unrealized holding losses, net of tax of $3,771, $11,973, $463 and $30,850, respectively	(17,719)		(39,954)	(4,702)	(104,737)
Reclassification adjustment for losses/(gains) included in net income, net of tax of ($1,731), $0, ($1,731) and $0, respectively	5,636		(1)	5,636	(2)
Net unrealized holding (losses)/gains on marketable securities	(12,083)		(39,955)	934	(104,739)
Change in fair value of interest rate swaps, net of tax of ($508), $0, ($508) and $0, respectively	1,737		—	1,737	—
Defined benefit plan:
Actuarial reclassification adjustments for prior period service costs and actuarial gains included in net income, net of tax of $152, $51, $304 and $101, respectively	(382)		(131)	(764)	(262)
Other comprehensive (loss)/income	(10,728)		(40,086)	1,907	(105,001)
Total comprehensive income/(loss)	$	22,316	(6,660)	68,630	(43,288)

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, expect share data)

				Additional paid-in capital	Retained earnings	Accumulated<br>other comprehensive loss	Total shareholders’ equity
	Common stock
Quarter ended June 30, 2023	Shares	Amount
Beginning balance at March 31, 2023	127,065,400	$	1,271	1,020,855	649,672	(158,523)	1,513,275
Comprehensive income:
Net income	—	—		—	33,044	—	33,044
Other comprehensive loss, net of tax of $1,684	—	—		—	—	(10,728)	(10,728)
Total comprehensive income/(loss)	—	—		—	33,044	(10,728)	22,316
Exercise of stock options	3,466	—		33	—	—	33
Stock-based compensation expense	40,727	1		1,300	—	—	1,301
Stock-based compensation forfeited	(20,630)	(1)		1	—	—	—
Dividends paid ($0.20 per share)	—	—		—	(25,424)	—	(25,424)
Ending balance at June 30, 2023	127,088,963	$	1,271	1,022,189	657,292	(169,251)	1,511,501
				Additional paid-in capital	Retained earnings	Accumulated<br>other comprehensive loss	Total shareholders’ equity
---	---	---	---	---	---	---	---
	Common stock
Quarter ended June 30, 2022	Shares	Amount
Beginning balance at March 31, 2022	126,686,373	$	1,267	1,012,308	612,481	(102,544)	1,523,512
Comprehensive income:
Net income	—	—		—	33,426	—	33,426
Other comprehensive loss, net of tax of $12,024	—	—		—	—	(40,086)	(40,086)
Total comprehensive income/(loss)	—	—		—	33,426	(40,086)	(6,660)
Exercise of stock options	139,795	1		1,618	—	—	1,619
Stock-based compensation expense	65,155	2		1,422	—	—	1,424
Stock-based compensation forfeited	(9,557)	(1)		1	—	—	—
Dividends paid ($0.20 per share)	—	—		—	(25,356)	—	(25,356)
Ending balance at June 30, 2022	126,881,766	$	1,269	1,015,349	620,551	(142,630)	1,494,539

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, expect share data)

				Additional paid-in capital	Retained earnings	Accumulated<br>other comprehensive income/(loss)	Total shareholders’ equity
	Common stock
Six months ended June 30, 2023	Shares	Amount
Beginning balance at December 31, 2022	127,028,848	$	1,270	1,019,647	641,727	(171,158)	1,491,486
Comprehensive income:
Net income	—	—		—	66,723	—	66,723
Other comprehensive income, net of tax of ($1,472)	—	—		—	—	1,907	1,907
Total comprehensive income	—	—		—	66,723	1,907	68,630
Adoption of ASU No. 2022-02	—	—		—	(329)	—	(329)
Exercise of stock options	41,684	1		497	—	—	498
Stock-based compensation expense	73,775	1		2,044	—	—	2,045
Stock-based compensation forfeited	(55,344)	(1)		1	—	—	—
Dividends paid ($0.40 per share)	—	—		—	(50,829)	—	(50,829)
Ending balance at June 30, 2023	127,088,963	$	1,271	1,022,189	657,292	(169,251)	1,511,501
				Additional paid-in capital	Retained earnings	Accumulated<br>other comprehensive income/(loss)	Total shareholders’ equity
---	---	---	---	---	---	---	---
	Common stock
Six months ended June 30, 2022	Shares	Amount
Beginning balance at December 31, 2021	126,612,183	$	1,266	1,010,405	609,529	(37,629)	1,583,571
Comprehensive income:
Net income	—	—		—	61,713	—	61,713
Other comprehensive loss, net of tax of $30,951	—	—		—	—	(105,001)	(105,001)
Total comprehensive income/(loss)	—	—		—	61,713	(105,001)	(43,288)
Exercise of stock options	241,408	2		2,822	—	—	2,824
Stock-based compensation expense	75,377	2		2,121	—	—	2,123
Stock-based compensation forfeited	(47,202)	(1)		1	—	—	—
Dividends paid ($0.40 per share)	—	—		—	(50,691)	—	(50,691)
Ending balance at June 30, 2022	126,881,766	$	1,269	1,015,349	620,551	(142,630)	1,494,539

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	Six months ended June 30,
	2023		2022
Operating activities:
Net income	$	66,723	61,713
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Provision for credit losses	13,926		1,148
Loss on sale of investments	8,306		5
Net loss/(gain) on sale of assets	691		(630)
Mortgage banking activity	5,900		(2,660)
Gain on sale of SBA loans	(1,112)		—
Gain on sale of mortgage servicing rights	(8,305)		—
Net depreciation, amortization and accretion	8,798		2,860
Decrease in other assets	(40,281)		(23,489)
Decrease in other liabilities	(2,545)		(16,891)
Net amortization on marketable securities	1,724		2,783
Noncash compensation expense related to stock benefit plans	2,045		2,123
Noncash write-down of real estate owned	37		41
Deferred income tax expense	1,010		2,256
Origination of loans held-for-sale	(82,984)		(225,091)
Proceeds from sale of loans held-for-sale	78,822		222,662
Net cash provided by operating activities	52,755		26,830
Investing activities:
Purchase of marketable securities held-to-maturity	—		(212,892)
Purchase of marketable securities available-for-sale	(23,502)		(102,178)
Proceeds from maturities and principal reductions of marketable securities held-to-maturity	32,998		57,254
Proceeds from maturities and principal reductions of marketable securities available-for-sale	57,276		148,260
Proceeds from sale of marketable securities available-for-sale	101,229		—
Proceeds from bank-owned life insurance	1,633		2,553
Loan originations	(2,024,737)		(2,158,246)
Proceeds from sale of mortgage servicing rights	13,118		—
Loan purchases	—		(304,163)
Proceeds from loan maturities and principal reductions	1,673,841		2,054,203
Net (redemptions)/proceeds of FHLB stock	(4,470)		822
Proceeds from sale of real estate owned	1,257		424
Proceeds from sale of real estate owned for investment, net	—		153
(Purchases)/disposals of premises and equipment, net	(1,330)		1,687
Net cash used in investing activities	(172,687)		(512,123)
Financing activities:
Net increase/(decrease) in deposits	197,847		(233,910)
Repayments of long-term borrowings	—		(10,094)
Net decrease in short-term borrowings	(48,852)		(8,603)
Increase in advances by borrowers for taxes and insurance	9,530		11,040
Cash dividends paid on common stock	(50,829)		(50,691)
Proceeds from stock options exercised	498		2,824
Net cash provided by/(used in) financing activities	108,194		(289,434)
Net decrease in cash and cash equivalents	$	(11,738)	(774,727)
Cash and cash equivalents at beginning of period	$	139,365	1,279,259
Net decrease in cash and cash equivalents	(11,738)		(774,727)
Cash and cash equivalents at end of period	$	127,627	504,532
Cash paid during the period for:
Interest on deposits and borrowings (including interest credited to deposit accounts of $30,790 and $6,943, respectively)	$	56,218	11,520
Income taxes	24,106		11,581
Non-cash activities:
Loan foreclosures and repossessions	$	1,803	2,591
Sale of real estate owned financed by the Company	70		—

See accompanying notes to unaudited Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1)    Basis of Presentation and Informational Disclosures

Northwest Bancshares, Inc. (the “Company” or “NWBI”), a Maryland corporation headquartered in Columbus, Ohio, is a bank holding company regulated by the Board of Governors of the Federal Reserve System (“FRB”). The primary activity of the Company is the ownership of all of the issued and outstanding common stock of Northwest Bank, a Pennsylvania-chartered savings bank (“Northwest”). Northwest is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking. Northwest operates 142 community-banking offices throughout Pennsylvania, Western New York, Eastern Ohio, and Indiana.

The accompanying unaudited Consolidated Financial Statements include the accounts of the Company and its subsidiary, Northwest, and Northwest’s subsidiaries Northwest Capital Group, Inc., Great Northwest Corporation, and MutualFirst Interest Company, Inc. The unaudited Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information or footnotes required for complete annual financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the Company’s financial position and results of operations have been included. The Consolidated Financial Statements have been prepared using the accounting policies described in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 updated, as required, for any new pronouncements or changes.

Certain items previously reported have been reclassified to conform to the current year’s reporting format. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Income and Consolidated Statements of Cash Flows for the quarter and six months ended June 30, 2022, to reclassify the provision for credit losses - unfunded commitments, previously presented in other expense, to provide additional transparency to financial statement users.

The results of operations for the quarter ended are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other period.

Stock-Based Compensation

On March 15, 2023, the Company awarded employees 176,623 restricted stock units (“RSUs”) with a weighted average discounted grant date fair value of $11.28. The RSUs vest over a three-year period with the first vesting occurring one year from the grant date. The Company awarded directors 33,048 restricted stock awards (“RSAs”) with a grant date fair value of $12.80 which fully vest one-year from the grant date. Also, the Company awarded employees 176,623 performance share units (“PSUs”) with a discounted grant date fair value of $10.54. The number of PSUs earned will be based on attainment of certain performance criteria over a three-year period, with the actual number of shares issuable ranging between 0% and 150% of the number of PSUs granted. The PSUs have a three-year cliff vesting, from the date of grant, and any PSUs earned will be issued after the vesting period. As of June 30, 2023, we awarded discretionary grants of 168,639 RSUs with a weighted average grant date fair value of $10.92. These shares vest over a two or three years period with the first vesting occurring one year from the grant date. Stock-based compensation expense of $1.3 million and $1.4 million for the quarters ended June 30, 2023 and 2022, respectively, was recognized in compensation expense relating to our stock benefit plans. At June 30, 2023, there was compensation expense of $532,000 to be recognized for awarded but unvested stock options, $2.7 million for unvested restricted common shares, $4.1 million to be recognized for awarded but unvested RSUs, $300,000 to be recognized for awarded but unvested RSAs, and $2.3 million to be recognized for awarded but unvested PSUs.

Income Taxes-Uncertain Tax Positions

Accounting standards prescribe a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. We had $473,000 of liability for unrecognized tax benefits as of both June 30, 2023 and December 31, 2022.

We recognize interest accrued related to: (1) unrecognized tax benefits in other expenses and (2) refund claims in other operating income. We recognize penalties (if any) in other expenses. We are subject to audit by the Internal Revenue Service and any state in which we conduct business for the tax periods ended December 31, 2022, 2021, 2020 and 2019.

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Recently Adopted Accounting Standards

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosure.” This ASU eliminates the accounting guidance for troubled debt restructurings (“TDRs”), while enhancing disclosure requirements for certain loan modifications when a borrower is experiencing financial difficulty. This ASU also requires the disclosure of current period gross write-offs by year for origination for financing receivables. This guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those years, with early adoption permitted. This ASU is applied prospectively to modifications and write-offs beginning on the first day of the fiscal year of adoption. An entity may elect to adopt a modified retrospective transition method on the recognition and measurement of the TDR guidance.

We adopted ASU 2022-02 using a modified retrospective transition approach related to the recognition and measurement of the TDR guidance and on a prospective basis for modification and write-offs. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required ASU 2022-02 disclosure for periods before the date of adoption (i.e. January 1, 2023). This change did not have a material effect on our consolidated financial statements.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance provides expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. The amendments primarily include contract modifications and hedge accounting, as well as providing a one-time election for the sale or transfer of debt securities classified as held-to-maturity. This guidance was effective as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date to Topic 848”. This guidance extends the guidance of ASU 2022-04 from December 31, 2022 to December 31, 2024. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform.” This ASU provides amendments, which are elective, and apply to all entities that have derivative instruments that use an interest rate for margining, discounting or contract price alignment of certain derivative instruments that are modified as a result of the reference rate reform. This ASU is effective upon issuance through December 31, 2024, and can be adopted at any time during this period.

During the quarter-ended June 30, 2023, we completed our LIBOR transition plan and modified the Company’s loan and other financial instrument contracts that are impacted by the transition. The Company chose the Secured Overnight Financing Rate (“SOFR”) as its alternative replacement for LIBOR on both back-to-back swaps and variable rate loans. There was no material impact to the Company's financial statements as a result of the transition.

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(2)    Marketable Securities

The following table shows the portfolio of marketable securities available-for-sale at June 30, 2023 (in thousands):

	Amortized<br>cost		Gross<br>unrealized<br>holding<br>gains	Gross<br>unrealized<br>holding<br>losses	Fair<br>value
Debt issued by the U.S government and agencies:
Due after one year through five years	$	20,000	—	(1,676)	18,324
Due after ten years	51,124		—	(10,627)	40,497
Debt issued by government-sponsored enterprises:
Due after one year through five years	20,984		—	(2,940)	18,044
Due after five years through ten years	25,516		—	(4,027)	21,489
Municipal securities:
Due within one year	500		—	—	500
Due after one year through five years	950		17	(9)	958
Due after five years through ten years	20,481		—	(1,845)	18,636
Due after ten years	64,589		59	(10,409)	54,239
Corporate debt issues:
Due after five years through ten years	8,463		—	(917)	7,546
Residential mortgage-backed securities:
Fixed rate pass-through	219,643		4	(28,705)	190,942
Variable rate pass-through	7,861		2	(215)	7,648
Fixed rate agency CMOs	821,371		—	(151,317)	670,054
Variable rate agency CMOs	25,619		35	(579)	25,075
Total residential mortgage-backed securities	1,074,494		41	(180,816)	893,719
Total marketable securities available-for-sale	$	1,287,101	117	(213,266)	1,073,952

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The following table shows the portfolio of marketable securities available-for-sale at December 31, 2022 (in thousands):

	Amortized<br>cost		Gross<br>unrealized<br>holding<br>gains	Gross<br>unrealized<br>holding<br>losses	Fair<br>value
Debt issued by the U.S. government and agencies:
Due after one year through five years	$	20,000	—	(1,799)	18,201
Due after ten years	53,152		—	(10,761)	42,391
Debt issued by government-sponsored enterprises:
Due after one year through five years	993		—	(49)	944
Due after five years through ten years	45,814		—	(7,557)	38,257
Municipal securities:
Due within one year	506		—	(1)	505
Due after one year through five years	986		21	(13)	994
Due after five years through ten years	36,332		—	(2,290)	34,042
Due after ten years	89,631		8	(13,414)	76,225
Corporate debt issues:
Due after five years through ten years	13,540		—	(562)	12,978
Residential mortgage-backed securities:
Fixed rate pass-through	227,122		35	(31,171)	195,986
Variable rate pass-through	8,837		10	(184)	8,663
Fixed rate agency CMOs	906,962		—	(145,284)	761,678
Variable rate agency CMOs	27,853		31	(640)	27,244
Total residential mortgage-backed securities	1,170,774		76	(177,279)	993,571
Total marketable securities available-for-sale	$	1,431,728	105	(213,725)	1,218,108

The following table shows the portfolio of marketable securities held-to-maturity at June 30, 2023 (in thousands):

	Amortized<br>cost		Gross<br>unrealized<br>holding<br>gains	Gross<br>unrealized<br>holding<br>losses	Fair<br>value
Debt issued by government-sponsored enterprises:
Due after one year through five years	$	49,471	—	(6,541)	42,930
Due after five years through ten years	74,985		—	(13,586)	61,399
Residential mortgage-backed securities:
Fixed rate pass-through	155,431		—	(23,770)	131,661
Variable rate pass-through	495		—	(10)	485
Fixed rate agency CMOs	566,934		—	(85,253)	481,681
Variable rate agency CMOs	529		—	(9)	520
Total residential mortgage-backed securities	723,389		—	(109,042)	614,347
Total marketable securities held-to-maturity	$	847,845	—	(129,169)	718,676

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The following table shows the portfolio of marketable securities held-to-maturity at December 31, 2022 (in thousands):

	Amortized<br>cost		Gross<br>unrealized<br>holding<br>gains	Gross<br>unrealized<br>holding<br>losses	Fair<br>value
Debt issued by government-sponsored enterprises:
Due after one year through five years	$	29,478	—	(3,676)	25,802
Due after five years through ten years	94,977		—	(18,157)	76,820
Residential mortgage-backed securities:
Fixed rate pass-through	163,196		—	(24,684)	138,512
Variable rate pass-through	542		—	(12)	530
Fixed rate agency CMOs	592,527		—	(83,325)	509,202
Variable rate agency CMOs	529		—	(11)	518
Total residential mortgage-backed securities	756,794		—	(108,032)	648,762
Total marketable securities held-to-maturity	$	881,249	—	(129,865)	751,384

The following table shows the contractual maturity of our residential mortgage-backed securities available-for-sale at June 30, 2023 (in thousands):

	Amortized<br>cost		Fair<br>value
Residential mortgage-backed securities:
Due within one year	$	16	16
Due after one year through five years	20,874		18,781
Due after five years through ten years	34,546		32,342
Due after ten years	1,019,058		842,580
Total residential mortgage-backed securities	$	1,074,494	893,719

The following table shows the contractual maturity of our residential mortgage-backed securities held-to-maturity at June 30, 2023 (in thousands):

	Amortized<br>cost		Fair<br>value
Residential mortgage-backed securities:
Due after one year through five years	$	20,430	17,529
Due after five years through ten years	20,234		15,973
Due after ten years	682,725		580,845
Total residential mortgage-backed securities	$	723,389	614,347

The following table shows the fair value of and gross unrealized losses on available for sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at June 30, 2023 (in thousands):

	Less than 12 months			12 months or more		Total
	Fair <br>value		Unrealized<br>loss	Fair <br>value	Unrealized<br>loss	Fair <br>value	Unrealized<br>loss
U.S. government-sponsored enterprises	$	—	—	202,683	(39,397)	202,683	(39,397)
Municipal securities	7,375		(306)	60,351	(11,957)	67,726	(12,263)
Corporate issues	4,339		(644)	3,207	(273)	7,546	(917)
Residential mortgage-backed securities - agency	191,673		(8,906)	1,313,801	(280,952)	1,505,474	(289,858)
Total	$	203,387	(9,856)	1,580,042	(332,579)	1,783,429	(342,435)

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The following table shows the fair value of and gross unrealized losses on available for sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31, 2022 (in thousands):

	Less than 12 months			12 months or more		Total
	Fair <br>value		Unrealized<br>loss	Fair <br>value	Unrealized<br>loss	Fair <br>value	Unrealized<br>loss
U.S. government-sponsored enterprises	$	1,735	(82)	200,679	(41,917)	202,414	(41,999)
Corporate debt issues	12,979		(562)	—	—	12,979	(562)
Municipal securities	60,676		(4,047)	44,493	(11,671)	105,169	(15,718)
Residential mortgage-backed securities - agency	373,186		(22,796)	1,264,042	(262,515)	1,637,228	(285,311)
Total	$	448,576	(27,487)	1,509,214	(316,103)	1,957,790	(343,590)

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of June 30, 2023, which were comprised of 543 individual securities, represents a credit loss impairment. All of these securities were issued by U.S. government agencies, U.S. government-sponsored enterprises, local municipalities, or represent corporate debt. The securities issued by the U.S. government agencies or U.S. government-sponsored enterprises are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The securities issued by local municipalities and the corporate debt issues were all highly rated by major rating agencies and have no history of credit losses. The unrealized losses were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities. The Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

All of the Company’s held-to-maturity debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The decline in fair value of the held-to-maturity debt securities were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities, therefore, the Company did not record an allowance for credit losses for these securities as of June 30, 2023.

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of June 30, 2023 (in thousands). The credit ratings are sourced from nationally recognized rating agencies, which include Moody’s and S&P, and they are presented based on asset type. All of our held-to-maturity securities were current in their payment of principal and interest as of June 30, 2023.

	AA+		Total
Held-to-maturity securities (at amortized cost):
Debt issued by the U.S. government-sponsored enterprises	$	124,456	124,456
Residential mortgage-backed securities	723,389		723,389
Total marketable securities held-to-maturity	$	847,845	847,845

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(3)    Loans Receivable

The following table shows a summary of our loans receivable at amortized cost basis at June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023				December 31, 2022
	Originated (1)		Acquired (2)	Total	Originated (1)	Acquired (2)	Total
Personal Banking:
Residential mortgage loans (3)	$	3,338,525	156,632	3,495,157	3,327,879	170,720	3,498,599
Home equity loans	1,135,044		141,018	1,276,062	1,131,641	166,033	1,297,674
Vehicle loans	2,009,881		77,449	2,087,330	1,965,385	91,398	2,056,783
Consumer loans	107,304		6,428	113,732	104,284	7,588	111,872
Total Personal Banking	6,590,754		381,527	6,972,281	6,529,189	435,739	6,964,928
Commercial Banking:
Commercial real estate loans	2,251,248		275,891	2,527,139	2,135,607	312,421	2,448,028
Commercial real estate loans - owner occupied	341,559		26,526	368,085	341,704	33,823	375,527
Commercial loans	1,357,216		46,510	1,403,726	1,082,914	49,055	1,131,969
Total Commercial Banking	3,950,023		348,927	4,298,950	3,560,225	395,299	3,955,524
Total loans receivable, gross	10,540,777		730,454	11,271,231	10,089,414	831,038	10,920,452
Allowance for credit losses	(115,875)		(8,548)	(124,423)	(107,379)	(10,657)	(118,036)
Total loans receivable, net (4)	$	10,424,902	721,906	11,146,808	9,982,035	820,381	10,802,416

(1) Includes originated and loan pools purchased in an asset acquisition.

(2) Includes loans subject to purchase accounting in a business combination.

(3) Includes $16.1 million and $9.9 million of loans held-for-sale at June 30, 2023 and December 31, 2022, respectively.

(4) Includes $75.8 million and $76.1 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at June 30, 2023 and December 31, 2022, respectively.

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2023 (in thousands):

	Balance as of June 30, 2023		Current period provision	Charge-offs	Recoveries	Balance as of March 31, 2023
Allowance for Credit Losses
Personal Banking:
Residential mortgage loans	$	17,556	(1,676)	(545)	539	19,238
Home equity loans	5,002		(456)	(235)	212	5,481
Vehicle loans	27,283		2,030	(1,539)	626	26,166
Consumer loans	1,010		1,231	(1,233)	280	732
Total Personal Banking	50,851		1,129	(3,552)	1,657	51,617
Commercial Banking:
Commercial real estate loans	50,056		4,576	(415)	491	45,404
Commercial real estate loans - owner occupied	3,498		189	(68)	26	3,351
Commercial loans	20,018		116	(1,209)	226	20,885
Total Commercial Banking	73,572		4,881	(1,692)	743	69,640
Total	$	124,423	6,010	(5,244)	2,400	121,257
Allowance for Credit Losses - off-balance sheet exposure
Personal Banking:
Residential mortgage loans	$	4	1	—	—	3
Home equity loans	64		4	—	—	60
Total Personal Banking	68		5	—	—	63
Commercial Banking:
Commercial real estate loans	7,655		1,731	—	—	5,924
Commercial real estate loans - owner occupied	320		(121)	—	—	441
Commercial loans	7,916		1,305	—	—	6,611
Total Commercial Banking	15,891		2,915	—	—	12,976
Total off-balance sheet exposure	$	15,959	2,920	—	—	13,039

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2022 (in thousands):

	Balance as of June 30, 2022		Current period provision	Charge-offs	Recoveries	Balance as of March 31, 2022
Allowance for Credit Losses
Personal Banking:
Residential mortgage loans	$	16,158	2,723	(138)	267	13,306
Home equity loans	5,232		(583)	(255)	427	5,643
Vehicle loans	15,738		1,888	(934)	603	14,181
Consumer loans	779		(1,685)	(978)	333	3,109
Total Personal Banking	37,907		2,343	(2,305)	1,630	36,239
Commercial Banking:
Commercial real estate loans	39,641		(1,917)	(4,392)	1,378	44,572
Commercial real estate loans - owner occupied	4,095		(188)	—	7	4,276
Commercial loans	16,712		2,391	(329)	442	14,208
Total Commercial Banking	60,448		286	(4,721)	1,827	63,056
Total	$	98,355	2,629	(7,026)	3,457	99,295
Allowance for Credit Losses - off-balance sheet exposure
Personal Banking:
Residential mortgage loans	$	6	—	—	—	6
Home equity loans	64		9	—	—	55
Total Personal Banking	70		9	—	—	61
Commercial Banking:
Commercial real estate loans	3,463		1,671	—	—	1,792
Commercial real estate loans - owner occupied	328		120	—	—	208
Commercial loans	3,589		1,596	—	—	1,993
Total Commercial Banking	7,380		3,387	—	—	3,993
Total off-balance sheet exposure	$	7,450	3,396	—	—	4,054

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2023 (in thousands):

	Balance <br>June 30,<br> 2023		Current period provision	Charge-offs	Recoveries	ASU 2022-02 Adoption	Balance December 31, 2022
Allowance for Credit Losses
Personal Banking:
Residential mortgage loans	$	17,556	(1,677)	(752)	724	—	19,261
Home equity loans	5,002		(906)	(399)	405	—	5,902
Vehicle loans	27,283		6,283	(3,207)	1,148	—	23,059
Consumer loans	1,010		2,027	(2,299)	617	—	665
Total Personal Banking	50,851		5,727	(6,657)	2,894	—	48,887
Commercial Banking:
Commercial real estate loans	50,056		4,697	(1,072)	1,499	426	44,506
Commercial real estate loans - owner occupied	3,498		(485)	(68)	47	—	4,004
Commercial loans	20,018		941	(2,074)	512	—	20,639
Total Commercial Banking	73,572		5,153	(3,214)	2,058	426	69,149
Total	$	124,423	10,880	(9,871)	4,952	426	118,036
Allowance for Credit Losses - off-balance sheet exposure (1)
Personal Banking:
Residential mortgage loans	$	4	—	—	—	—	4
Home equity loans	64		(10)	—	—	—	74
Total Personal Banking	68		(10)	—	—	—	78
Commercial Banking:
Commercial real estate loans	7,655		2,280	—	—	—	5,375
Commercial real estate loans - owner occupied	320		(59)	—	—	—	379
Commercial loans	7,916		835	—	—	—	7,081
Total Commercial Banking	15,891		3,056	—	—	—	12,835
Total off-balance sheet exposure	$	15,959	3,046	—	—	—	12,913

(1) The table above has been revised to reflect the correct ending balance for total off-balance-sheet exposure at December 31, 2022. We evaluated the effect of the revision, both qualitatively and quantitatively, and concluded that the impact of the revision was not material.

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2022 (in thousands):

	Balance as of June 30, 2022		Current period provision	Charge-offs	Recoveries	Balance as of December 31, 2021
Allowance for Credit Losses
Personal Banking:
Residential mortgage loans	$	16,158	9,685	(1,321)	421	7,373
Home equity loans	5,232		(214)	(702)	848	5,300
Vehicle loans	15,738		583	(1,581)	1,253	15,483
Consumer loans	779		(691)	(2,054)	640	2,884
Total Personal Banking	37,907		9,363	(5,658)	3,162	31,040
Commercial Banking:
Commercial real estate loans	39,641		(11,582)	(5,416)	2,498	51,141
Commercial real estate loans - owner occupied	4,095		201	—	11	3,883
Commercial loans	16,712		3,166	(1,010)	1,379	13,177
Total Commercial Banking	60,448		(8,215)	(6,426)	3,888	71,201
Total	$	98,355	1,148	(12,084)	7,050	102,241
Allowance for Credit Losses - <br>off-balance sheet exposure
Personal Banking:
Residential mortgage loans	$	6	4	—	—	2
Home equity loans	64		25	—	—	39
Total Personal Banking	70		29	—	—	41
Commercial Banking:
Commercial real estate loans	3,463		2,582	—	—	881
Commercial real estate loans - owner occupied	328		186	—	—	142
Commercial loans	3,589		2,195	—	—	1,394
Total Commercial Banking	7,380		4,963	—	—	2,417
Total off-balance sheet exposure	$	7,450	4,992	—	—	2,458

During the six months ended June 30, 2022, the Company purchased a total of $115.8 million small business equipment finance loan pools and a total of $188.3 million one- to four-family jumbo mortgage loan pools.

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The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2023 (in thousands):

	Total loans<br>receivable		Allowance for<br>credit losses	Nonaccrual<br>loans	Loans 90 days past due and accruing
Personal Banking:
Residential mortgage loans	$	3,495,157	17,556	8,083	—
Home equity loans	1,276,062		5,002	3,454	—
Vehicle loans	2,087,330		27,283	3,465	—
Consumer loans	113,732		1,010	246	414
Total Personal Banking	6,972,281		50,851	15,248	414
Commercial Banking:
Commercial real estate loans	2,527,139		50,056	58,521	—
Commercial real estate loans - owner occupied	368,085		3,498	429	—
Commercial loans	1,403,726		20,018	4,391	118
Total Commercial Banking	4,298,950		73,572	63,341	118
Total	$	11,271,231	124,423	78,589	532

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2022, prior to the adoption of ASU 2022-02 (in thousands):

	Total loans<br>receivable		Allowance for<br>credit losses	Nonaccrual<br>loans (1)	Loans 90 days past due and accruing	TDRs	Allowance<br>related to<br>TDRs	Additional<br>commitments<br>to customers<br>with loans<br>classified as<br>TDRs
Personal Banking:
Residential mortgage loans	$	3,498,599	19,261	7,574	—	6,279	1,069	—
Home equity loans	1,297,674		5,902	4,145	—	1,470	546	—
Vehicle loans	2,056,783		23,059	3,771	2	—	—	—
Consumer loans	111,872		665	256	405	—	—	—
Total Personal Banking	6,964,928		48,887	15,746	407	7,749	1,615	—
Commercial Banking:
Commercial real estate loans	2,448,028		44,506	62,239	—	31,980	638	400
Commercial real estate loans - owner occupied	375,527		4,004	624	—	94	31	—
Commercial loans	1,131,969		20,639	2,627	337	858	116	4
Total Commercial Banking	3,955,524		69,149	65,490	337	32,932	785	404
Total	$	10,920,452	118,036	81,236	744	40,681	2,400	404

(1)Includes $29.2 million of nonaccrual TDRs.

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We present the amortized cost of our loans on nonaccrual status including such loans with no allowance. The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended June 30, 2023 (in thousands):

			June 30, 2023
	Nonaccrual loans at January 1, 2023		Nonaccrual loans with an allowance	Nonaccrual loans with no allowance	Total nonaccrual loans at the end of the period	Loans 90 days past due and accruing
Personal Banking:
Residential mortgage loans	$	7,574	8,083	—	8,083	—
Home equity loans	4,145		3,278	176	3,454	—
Vehicle loans	3,771		2,522	943	3,465	—
Consumer loans	256		246	—	246	414
Total Personal Banking	15,746		14,129	1,119	15,248	414
Commercial Banking:
Commercial real estate loans	62,239		22,507	36,014	58,521	—
Commercial real estate loans - owner occupied	624		429	—	429	—
Commercial loans	2,627		3,886	505	4,391	118
Total Commercial Banking	65,490		26,822	36,519	63,341	118
Total	$	81,236	40,951	37,638	78,589	532

During the three and six months ended June 30, 2023, we did not recognize interest income on nonaccrual loans.

The following table presents the amortized cost of our loans on nonaccrual status as of the year ended December 31, 2022 (in thousands):

			December 31, 2022
	Nonaccrual loans at January 1, 2022		Nonaccrual loans with an allowance	Nonaccrual loans with no allowance	Total nonaccrual loans at the end of the period	Loans 90 days past due and accruing
Personal Banking:
Residential mortgage loans	$	10,402	7,574	—	7,574	—
Home equity loans	5,758		3,887	258	4,145	—
Vehicle loans	3,263		2,175	1,596	3,771	2
Consumer loans	675		256	—	256	405
Total Personal Banking	20,098		13,892	1,854	15,746	407
Commercial Banking:
Commercial real estate loans	129,666		22,182	40,057	62,239	—
Commercial real estate loans - owner occupied	1,233		624	—	624	—
Commercial loans	7,474		2,024	603	2,627	337
Total Commercial Banking	138,373		24,830	40,660	65,490	337
Total	$	158,471	38,722	42,514	81,236	744

During the year ended December 31, 2022, we recognized $678,000 of interest income on nonaccrual and troubled debt restructuring loans.

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The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of June 30, 2023 (in thousands):

	Real estate		Total
Commercial Banking:
Commercial real estate loans	$	53,910	53,910
Commercial loans	308		308
Total Commercial Banking	54,218		54,218
Total	$	54,218	54,218

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2022 (in thousands):

	Real estate		Equipment	Total
Personal Banking:
Residential mortgage loans	$	569	—	569
Home equity loans	100		—	100
Total Personal Banking	669		—	669
Commercial Banking:
Commercial real estate loans	57,056		—	57,056
Commercial loans	175		210	385
Total Commercial Banking	57,231		210	57,441
Total	$	57,900	210	58,110

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other-than-insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses.

In some cases, the Company provides multiple types of concessions to one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay, and/or an interest rate reduction.

The following table presents the amortized cost basis of loans as of June 30, 2023 that were both experiencing financial difficulty and modified during the periods indicated, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below.

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	For the quarter ended June 30, 2023		For the six months ended June 30, 2023
	Term extension		Total class of financing receivable		Term extension	Combination term extension and interest rate reduction	Total class of financing receivable
Personal Banking:
Residential mortgage loans	$	82	0.00	%	262	—	0.01	%
Home equity loans	118		0.01	%	166	—	0.01	%
Consumer loans	—		—	%	—	3	—	%
Total Personal Banking	200		—	%	428	3	0.01	%
Commercial Banking:
Commercial real estate loans	—		—	%	220	—	0.01	%
Commercial loans	—		—	%	660	—	0.05	%
Total Commercial Banking	—		—	%	880	—	0.02	%
Total	$	200	0.00	%	1,308	3	0.01	%

The Company has committed to lend additional amounts totaling $31,000 to the borrowers included in the previous table.

The following table presents the effect of the loan modifications presented above to borrowers experiencing financial difficulty for the periods indicated:

	For the quarter ended June 30, 2023	For the six months ended June 30, 2023
	Weighted-average term extension in months	Weighted-average interest rate reduction		Weighted-average term extension in months
Personal Banking:
Residential mortgage loans	100	—		132
Home equity loans	42	—		73
Consumer loans	9	12	%	319
Total Personal Banking	66	12	%	111
Commercial Banking:
Commercial real estate loans	0	—		25
Commercial loans	0	—		9
Total Commercial Banking	0	—		13
Total loans	66	12	%	45

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of loans that such loans have been modified since the adoption of ASU 2022-02:

	Current		30-59 days<br>delinquent	60-89 days<br>delinquent	90 days or<br>greater<br>delinquent
Personal Banking:
Residential mortgage loans	$	262	—	—	—
Home equity loans	166		—	—	—
Consumer loans	3		—	—	—
Total Personal Banking	431		—	—	—
Commercial Banking:
Commercial real estate loans	81		139	—	—
Commercial loans	—		660	—	—
Total Commercial Banking	81		799	—	—
Total loans	$	512	799	—	—

No loans modified since the adoption of ASU 2022-02 subsequently defaulted during the quarter ended June 30, 2023.

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The modifications to borrowers experiencing financial distress are included in their respective portfolio segment and the current loan balance and updated loan terms are run through their respective ACL models to arrive at the quantitative portion of the ACL. Subsequent performance of the loans will be measured by delinquency status and will be captured through our ACL models or our qualitative factor assessment, as deemed appropriate. If we no longer believe the loan demonstrates similar risks to their respective portfolio segment an individual assessment will be performed. Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

The following tables provide a roll forward of troubled debt restructurings for the periods indicated, prior to the adoption of ASU 2022-02 (dollars in thousands):

	For the quarter ended June 30, 2022			For the six months ended June 30, 2022
	Number of<br>contracts	Amount		Number of Contracts	Amount
Beginning TDR balance:	130	$	28,701	134	$	30,288
New TDRs	2	26,115		2	26,115
Re-modified TDRs	5	6,403		6	6,603
Net paydowns	—	(479)		—	(1,509)
Charge-offs:
Residential mortgage loans	—	—		1	(3)
Paid-off loans:
Residential mortgage loans	—	—		1	(201)
Home equity loans	1	(13)		2	(77)
Commercial real estate loans	2	(80)		3	(369)
Commercial loans	1	(7)		1	(7)
Ending TDR balance:	128	$	54,237	128	$	54,237
Accruing TDRs		$	16,590		$	16,590
Nonaccrual TDRs		37,647			37,647

The following table provides information related to TDRs (including re-modified TDRs) by portfolio segment and by class of financing receivable during the periods indicated, prior to the adoption of ASU 2022-02 (in thousands):

	For the quarter ended June 30, 2022					For the six months ended June 30, 2022
	Number of<br>contracts	Recorded<br>investment<br>at the time of<br>modification		Current<br>recorded<br>investment	Current<br>allowance	Number of<br>contracts	Recorded<br>investment<br>at the time of<br>modification		Current<br>recorded<br>investment	Current<br>allowance
Commercial Banking:
Commercial real estate loans	3	$	58,042	29,292	1,122	4	$	58,372	29,492	1,133
Commercial loans	4	3,524		3,226	410	4	3,524		3,226	411
Total Commercial Banking	7	61,566		32,518	1,532	8	61,896		32,718	1,544
Total	7	$	61,566	32,518	1,532	8	$	61,896	32,718	1,544

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The following table provides information as of June 30, 2022 for TDRs (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the quarter ended June 30, 2022, prior to the adoption of ASU 2022-02 (in thousands):

	Type of modification
	Number of contracts	Rate		Maturity date	Total
Commercial Banking:
Commercial real estate loans	3	$	4,179	25,113	29,292
Commercial loans	4	—		3,226	3,226
Total Commercial Banking	7	4,179		28,339	32,518
Total	7	$	4,179	28,339	32,518

The following table provides information as of June 30, 2022 for TDRs (including re-modified TDRs) by type of modification, by portfolio segment and class of financing receivable for modifications during the six months ended June 30, 2022, prior to the adoption of ASU 2022-02 (in thousands):

	Type of modification
	Number of contracts	Rate		Maturity date	Total
Commercial Banking:
Commercial real estate loans	4	$	4,179	25,313	29,492
Commercial loans	4	—		3,226	3,226
Total Commercial Banking	8	4,179		28,539	32,718
Total	8	$	4,179	28,539	32,718

The following table provides information related to troubled debt restructurings modified within the previous twelve months of June 30, 2022 that subsequently defaulted, prior to the adoption of ASU 2022-02:

	Number of<br>contracts	Recorded<br>investment<br>at the time of<br>modification		Current<br>recorded<br>investment	Current<br>allowance
Commercial Banking:
Commercial real estate loans	1	$	4,167	3,823	—
Total Commercial Banking	1	4,167		3,823	—
Total	1	$	4,167	3,823	—

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The following table provides information related to the amortized cost basis of loan payment delinquencies at June 30, 2023 (in thousands):

	30-59 days<br>delinquent		60-89 days<br>delinquent	90 days or<br>greater<br>delinquent	Total<br>delinquency	Current	Total loans<br>receivable	90 days or<br>greater<br>delinquent<br>and accruing
Personal Banking:
Residential mortgage loans	$	627	3,521	6,290	10,438	3,484,719	3,495,157	—
Home equity loans	3,395		1,614	1,965	6,974	1,269,088	1,276,062	—
Vehicle loans	7,440		2,124	1,890	11,454	2,075,876	2,087,330	—
Consumer loans	515		460	557	1,532	112,200	113,732	414
Total Personal Banking	11,977		7,719	10,702	30,398	6,941,883	6,972,281	414
Commercial Banking:
Commercial real estate loans	2,710		853	8,501	12,064	2,515,075	2,527,139	—
Commercial real estate loans - owner occupied	—		435	74	509	367,576	368,085	—
Commercial loans	15,658		11,092	2,414	29,164	1,374,562	1,403,726	118
Total Commercial Banking	18,368		12,380	10,989	41,737	4,257,213	4,298,950	118
Total loans	$	30,345	20,099	21,691	72,135	11,199,096	11,271,231	532

The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2022 (in thousands):

	30-59 days<br>delinquent		60-89 days<br>delinquent	90 days or<br>greater<br>delinquent	Total<br>delinquency	Current	Total loans<br>receivable	90 days or<br>greater<br>delinquent<br>and accruing
Personal Banking:
Residential mortgage loans	$	29,487	5,563	5,574	40,624	3,457,975	3,498,599	—
Home equity loans	6,657		975	2,257	9,889	1,287,785	1,297,674	—
Vehicle loans	8,677		2,770	2,471	13,918	2,042,865	2,056,783	2
Consumer loans	758		300	608	1,666	110,206	111,872	405
Total Personal Banking	45,579		9,608	10,910	66,097	6,898,831	6,964,928	407
Commercial Banking:
Commercial real estate loans	3,947		2,377	7,589	13,913	2,434,115	2,448,028	—
Commercial real estate loans - owner occupied	61		—	278	339	375,188	375,527	—
Commercial loans	2,648		1,115	1,829	5,592	1,126,377	1,131,969	337
Total Commercial Banking	6,656		3,492	9,696	19,844	3,935,680	3,955,524	337
Total originated loans	$	52,235	13,100	20,606	85,941	10,834,511	10,920,452	744

Credit Quality Indicators: For Commercial Banking we categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We analyze loans individually by classifying the loans by credit risk. Credit relationships greater than or equal to $1.0 million classified as special mention or substandard are reviewed quarterly for deterioration or improvement to determine if the loan is appropriately classified. We use the following definitions for risk ratings other than pass:

Special Mention — Loans designated as special mention have specific, well-defined risk issues, which create a high level of uncertainty regarding the long-term viability of the business. Loans in this class are considered to have high-risk characteristics. A special mention loan exhibits material negative financial trends due to company-specific or systemic conditions. If these potential weaknesses are not mitigated, they threaten the borrower’s capacity to meet its debt obligations. Special mention loans still demonstrate sufficient financial flexibility to react to and positively address the root cause of the adverse financial trends without significant deviations from their current business strategy. Their potential weaknesses deserve our close attention and warrant enhanced monitoring.

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Substandard — Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

Doubtful — Loans classified as doubtful have all the weaknesses inherent in those classified as substandard. In addition, those weaknesses make collection or liquidation in full highly questionable and improbable. A loan classified as doubtful exhibits discernible loss potential, but a complete loss seems very unlikely. The possibility of a loss on a doubtful loan is high, but because of certain important and reasonably specific pending factors that may strengthen the loan, its classification as an estimated loss is deferred until a more exact status can be determined.

Loss — Loans classified as loss are considered uncollectible and of such value that the continuance as a loan is not warranted. A loss classification does not mean that the loan has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off all or a portion of a basically worthless loan even though partial recovery may be possible in the future.

For Personal Banking loans a pass risk rating is maintained until they are 90 days or greater past due, and risk rating reclassification is based primarily on past due status of the loan. The risk rating categories can generally be described by the following groupings:

Pass — Loans classified as pass are homogeneous loans that are less than 90 days past due from the required payment date at month-end.

Substandard — Loans classified as substandard are homogeneous loans that are greater than 90 days past due from the required payment date at month-end, or homogenous retail loans that are greater than 180 days past due from the required payment date at month-end that has been written down to the value of underlying collateral, less costs to sell.

Doubtful — Loans classified as doubtful are homogeneous loans that are greater than 180 days past due from the required payment date at month-end and not written down to the value of underlying collateral. These loans are generally charged-off in the month in which the 180 day period elapses.

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The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator and the current period charge-offs by year of origination for each portfolio segment as of June 30, 2023 (in thousands):

	YTD June 30, 2023		2022	2021	2020	2019	Prior	Revolving loans	Revolving loans converted to term loans	Total loans<br>receivable
Personal Banking:
Residential mortgage loans
Pass	$	108,010	674,875	814,044	529,235	255,852	1,101,082	—	—	3,483,098
Substandard	—		382	787	229	204	10,457	—	—	12,059
Total residential mortgage loans	108,010		675,257	814,831	529,464	256,056	1,111,539	—	—	3,495,157
Residential mortgage current period charge-offs	—		—	(5)	(130)	—	(617)	—	—	(752)
Home equity loans
Pass	53,862		108,324	116,224	160,519	102,498	223,342	464,504	43,090	1,272,363
Substandard	—		—	—	12	214	1,754	930	789	3,699
Total home equity loans	53,862		108,324	116,224	160,531	102,712	225,096	465,434	43,879	1,276,062
Home equity current period charge-offs	—		(53)	(46)	—	(4)	(225)	(1)	(70)	(399)
Vehicle loans
Pass	416,175		817,965	496,017	175,268	97,646	80,794	—	—	2,083,865
Substandard	47		789	1,186	368	580	495	—	—	3,465
Total vehicle loans	416,222		818,754	497,203	175,636	98,226	81,289	—	—	2,087,330
Vehicle current period charge-offs	(255)		(904)	(905)	(304)	(318)	(521)	—	—	(3,207)
Consumer loans
Pass	14,463		15,140	7,481	3,018	2,153	6,413	63,480	925	113,073
Substandard	10		46	24	3	19	48	433	76	659
Total consumer loans	14,473		15,186	7,505	3,021	2,172	6,461	63,913	1,001	113,732
Consumer loan current period charge-offs	(1,138)		(165)	(162)	(99)	(131)	(525)	(73)	(6)	(2,299)
Total Personal Banking	592,567		1,617,521	1,435,763	868,652	459,166	1,424,385	529,347	44,880	6,972,281
Business Banking:
Commercial real estate loans
Pass	98,225		394,071	356,637	342,021	231,138	828,998	23,273	25,715	2,300,078
Special mention	—		7,233	18,560	25,942	2,953	17,029	111	—	71,828
Substandard	—		—	1,512	3,375	50,912	99,141	132	161	155,233
Total commercial real estate loans	98,225		401,304	376,709	371,338	285,003	945,168	23,516	25,876	2,527,139
Commercial real estate current period charge-offs	—		—	(45)	—	(51)	(976)	—	—	(1,072)
Commercial real estate loans - owner occupied
Pass	15,335		63,894	48,767	16,740	46,092	154,995	1,397	2,237	349,457
Special mention	—		123	—	8	—	2,211	—	—	2,342
Substandard	—		—	128	1,354	4,825	9,250	—	729	16,286
Total commercial real estate loans - owner occupied	15,335		64,017	48,895	18,102	50,917	166,456	1,397	2,966	368,085
Commercial real estate - owner occupied current period charge-offs	—		—	—	—	—	(68)	—	—	(68)
Commercial loans
Pass	236,447		451,264	81,930	30,337	40,649	60,620	471,516	5,218	1,377,981
Special mention	59		335	64	413	387	185	1,597	—	3,040
Substandard	—		3,812	598	610	2,576	1,098	12,144	1,867	22,705
Total commercial loans	236,506		455,411	82,592	31,360	43,612	61,903	485,257	7,085	1,403,726
Commercial loans current period charge-offs	—		(720)	(517)	(222)	(10)	(603)	—	(2)	(2,074)
Total Business Banking	350,066		920,732	508,196	420,800	379,532	1,173,527	510,170	35,927	4,298,950
Total loans	$	942,633	2,538,253	1,943,959	1,289,452	838,698	2,597,912	1,039,517	80,807	11,271,231

For the six months ended June 30, 2023, $10.0 million of revolving loans were converted to term loans.

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The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator for each portfolio segment as of December 31, 2022 (in thousands):

	2022		2021	2020	2019	2018	Prior	Revolving loans	Revolving loans converted to term loans	Total loans<br>receivable
Personal Banking:
Residential mortgage loans
Pass	$	659,930	837,823	546,604	265,520	131,599	1,043,394	—	—	3,484,870
Substandard	422		187	474	796	531	11,319	—	—	13,729
Total residential mortgage loans	660,352		838,010	547,078	266,316	132,130	1,054,713	—	—	3,498,599
Home equity loans
Pass	114,598		126,608	173,044	110,495	50,314	198,971	475,229	42,887	1,292,146
Substandard	—		46	—	127	324	3,066	683	1,282	5,528
Total home equity loans	114,598		126,654	173,044	110,622	50,638	202,037	475,912	44,169	1,297,674
Vehicle loans
Pass	966,432		611,310	227,897	135,134	70,071	42,166	—	—	2,053,010
Substandard	292		1,096	667	689	657	372	—	—	3,773
Total vehicle loans	966,724		612,406	228,564	135,823	70,728	42,538	—	—	2,056,783
Consumer loans
Pass	19,302		9,874	4,327	3,557	2,409	5,094	65,610	1,037	111,210
Substandard	24		9	37	9	3	48	432	100	662
Total consumer loans	19,326		9,883	4,364	3,566	2,412	5,142	66,042	1,137	111,872
Total Personal Banking	1,761,000		1,586,953	953,050	516,327	255,908	1,304,430	541,954	45,306	6,964,928
Business Banking:
Commercial real estate loans
Pass	322,050		346,355	369,868	244,188	209,500	696,628	24,954	13,314	2,226,857
Special mention	—		17,216	16,782	87	1,000	15,887	157	15	51,144
Substandard	—		4,561	3,617	48,879	41,521	70,384	459	606	170,027
Total commercial real estate loans	322,050		368,132	390,267	293,154	252,021	782,899	25,570	13,935	2,448,028
Commercial real estate - owner occupied
Pass	62,905		51,673	17,989	49,600	43,570	123,278	2,477	1,460	352,952
Special mention	126		—	18	—	2,297	1,106	385	—	3,932
Substandard	—		—	—	5,085	2,440	9,250	—	1,868	18,643
Total commercial real estate - owner occupied loans	63,031		51,673	18,007	54,685	48,307	133,634	2,862	3,328	375,527
Commercial loans
Pass	481,797		90,320	52,833	46,966	17,250	53,107	354,402	4,032	1,100,707
Special mention	628		2,190	506	1,704	227	—	2,129	—	7,384
Substandard	1,833		603	908	2,097	1,605	735	12,941	3,156	23,878
Total commercial loans	484,258		93,113	54,247	50,767	19,082	53,842	369,472	7,188	1,131,969
Total Business Banking	869,339		512,918	462,521	398,606	319,410	970,375	397,904	24,451	3,955,524
Total loans	$	2,630,339	2,099,871	1,415,571	914,933	575,318	2,274,805	939,858	69,757	10,920,452

For the year ended December 31, 2022, $20.7 million of revolving loans were converted to term loans.

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(4)    Goodwill and Other Intangible Assets

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

	June 30, 2023		December 31, 2022
Amortizable intangible assets:
Core deposit intangibles - gross	$	74,899	74,899
Less: accumulated amortization	(68,097)		(66,367)
Core deposit intangibles - net	$	6,802	8,532
Customer and Contract intangible assets - gross	$	12,775	12,775
Less: accumulated amortization	(12,768)		(12,747)
Customer and Contract intangible assets - net	7		28
Total intangible assets - net	$	6,809	8,560

The following table shows the actual aggregate amortization expense for the quarters ended June 30, 2023 and 2022, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the five succeeding fiscal years (in thousands):

For the quarter ended June 30, 2023	$	842
For the quarter ended June 30, 2022	1,115
For the six months ended June 30, 2023	1,751
For the six months ended June 30, 2022	2,298
For the year ending December 31, 2023	3,270
For the year ending December 31, 2024	2,452
For the year ending December 31, 2025	1,662
For the year ending December 31, 2026	871
For the year ending December 31, 2027	305

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

	Total
Balance at December 31, 2022	$	380,997
Balance at June 30, 2023	$	380,997

We performed our annual goodwill impairment test as of June 30, 2023 in accordance with ASC 350 and concluded that goodwill was not impaired.

(5)    Borrowed Funds

(a)    Borrowings

Borrowed funds at June 30, 2023 and December 31, 2022 are presented in the following table:

	June 30, 2023				December 31, 2022
	Amount		Average rate		Amount		Average rate
Term notes payable to the FHLB of Pittsburgh, due within one year	$	500,000	5.43	%	$	500,000	4.55	%
Notes payable to the FHLB of Pittsburgh, due within one year	28,000		5.39	%	51,300		4.45	%
Collateralized borrowings, due within one year	63,863		1.24	%	105,766		0.27	%
Collateral received, due within one year	40,450		5.16	%	24,100		4.17	%
Total borrowed funds	$	632,313			$	681,166

Borrowings from the Federal Home Loan Bank (“FHLB”) of Pittsburgh, if any, are secured by our residential first mortgage and other qualifying loans. At June 30, 2023, the carrying value of these loans was $6.013 billion. Certain of these borrowings are subject to restrictions or penalties in the event of prepayment.

The revolving line of credit with the FHLB of Pittsburgh carries a commitment of $250.0 million. The rate is adjusted daily by the FHLB of Pittsburgh, and any borrowings on this line may be repaid at any time without penalty. At June 30, 2023 and December 31, 2022, the balance of the revolving line of credit was $28.0 million and $51.3 million, respectively.

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At June 30, 2023 and December 31, 2022, collateralized borrowings due within one year were $63.9 million and $105.8 million, respectively. These borrowings are collateralized by cash or various securities held in safekeeping by the FHLB. At June 30, 2023, the carrying value of the cash and securities used as collateral was $94.6 million.

At June 30, 2023 and December 31, 2022, collateral received was $40.5 million and $24.1 million, respectively. This represents collateral posted to us from our derivative counterparties.

At each of the periods ended June 30, 2023 and December 31, 2022, term notes payable to the FHLB of Pittsburgh due within one year were $500.0 million. The June 30, 2023 total is made up of eight advances: $100.0 million at 5.52% maturing July 7, 2023; $100.0 million at 5.37% maturing July 14, 2023; $100.0 million at 5.39% maturing July 21, 2023; $100.0 million at 5.39% maturing July 28, 2023; $25.0 million at 5.46% maturing August 11, 2023; $25.0 million at 5.45% maturing August 14, 2023; $25.0 million at 5.48% maturing August 21, 2023; and $25.0 million at 5.51% maturing August 31, 2023.

On September 9, 2020, the Company issued $125.0 million of 4.00% fixed-to-floating rate subordinated notes with a maturity date of September 15, 2030. The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 4.00%, payable semi-annually in arrears commencing on March 15, 2021, and a floating rate of interest equivalent to the 3-month Secured Overnight Financing Rate (“SOFR”) plus 3.89% payable quarterly in arrears commencing on December 15, 2025. During the year-ended December 31, 2022 the Company repurchased $10.2 million of subordinated notes leaving $114.8 million of subordinated notes outstanding. The subordinated debt issuance costs of approximately $1.8 million are being amortized over five years on a straight-line basis into interest expense. At June 30, 2023 and December 31, 2022, subordinated debentures, net of issuance costs, were $114.0 million and $113.8 million, respectively.

(b)    Trust Preferred Securities

The Company has seven statutory business trusts: Northwest Bancorp Capital Trust III, a Delaware statutory business trust, Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust, LNB Trust II, a Delaware statutory business trust, Union National Capital Trust I (“UNCT I”), a Delaware statutory business trust, Union National Capital Trust II (“UNCT II”), a Delaware statutory business trust, MFBC Statutory Trust I, a Delaware statutory trust, and Universal Preferred Trust, a Delaware statutory trust (the “Trusts”). The Trusts exist solely to issue preferred securities to third parties for cash, issue common securities to the Company in exchange for capitalization of the Trusts, invest the proceeds from the sale of trust securities in an equivalent amount of debentures of the Company, and engage in other activities that are incidental to those previously listed.

The Trusts have invested the proceeds of the offerings in junior subordinated deferrable interest debentures issued by the Company. The structure of these debentures mirrors the structure of the trust-preferred securities. These subordinated debentures are the sole assets of the Trusts. As the shareholders of the trust preferred securities are the primary beneficiaries of the Trusts, the Trusts are not consolidated in our financial statements.

The following table sets forth a summary of the cumulative trust preferred securities and the junior subordinated debt held by the Trust as of the date listed.

	Maturity date	Interest rate	Capital debt securities		June 30, 2023		December 31, 2022
Northwest Bancorp Capital Trust III	December 30, 2035	3-month LIBOR plus 1.38%	$	50,000	$	51,547	51,547
Northwest Bancorp Statutory Trust IV	December 15, 2035	3-month LIBOR plus 1.38%	50,000		51,547		51,547
LNB Trust II	June 15, 2037	3-month LIBOR plus 1.48%	7,875		8,119		8,119
Union National Capital Trust I (1)	January 23, 2034	3-month LIBOR plus 2.85%	8,000		7,987		7,975
Union National Capital Trust II (1)	November 23, 2034	3-month LIBOR plus 2.00%	3,000		2,782		2,768
MFBC Statutory Trust I (1)	September 15, 2035	3-month LIBOR plus 1.70%	5,000		3,736		3,684
Universal Preferred Trust (1)	October 7, 2035	3-month LIBOR plus 1.69%	5,000		3,726		3,674
					$	129,444	129,314

(1) Net of discounts due to the fair value adjustment made at the time of acquisition.

Cash distributions on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts. We have the right to defer payment of interest on the subordinated debentures at any time, or from time-to-time, for periods not exceeding five years. If interest payments on the subordinated debentures are deferred, the distributions on the trust securities also are deferred. To date there have been no interest deferrals. Interest on the subordinated debentures and distributions on the trust securities is cumulative. Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities.

The Trusts must redeem the preferred securities when the debentures are paid at maturity or upon an earlier redemption of the debentures to the extent the debentures are redeemed. All or part of the debentures may be redeemed at any time. Also, the debentures

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may be redeemed at any time if existing laws or regulations, or the interpretation or application of these laws or regulations, change causing:

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

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

•the trusts to register as an investment company; or

•the preferred securities to no longer qualify as Tier I capital.

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

(6)    Guarantees

We issue standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. We are required to perform under a standby letter of credit when drawn upon by the guaranteed third party in the case of nonperformance by our customer. The credit risk associated with standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal loan underwriting procedures. Collateral may be obtained based on management’s credit assessment of the customer. At June 30, 2023, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $39.9 million, of which $26.3 million is fully collateralized. At June 30, 2023, we had a liability which represents deferred income of $870,000 related to the standby letters of credit.

In addition, we maintain a $5.0 million unsecured line of credit with a correspondent bank for private label credit card facilities for certain existing commercial clients of the Bank, of which $2.2 million in notional value of credit cards have been issued. These issued credit cards had an outstanding balance of $443,000 at June 30, 2023. The clients of the Bank are responsible for repaying any balances due on these credit cards directly to the correspondent bank; however, if the customer fails to repay their balance, the Bank could be required to satisfy the obligation to correspondent bank and initiate collection from our customer as part of the existing credit facility of that customer.

(7)    Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, without considering any dilutive items. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

The following table sets forth the computation of basic and diluted EPS (in thousands, except share data and per share amounts):

	Quarter ended June 30,			Six months ended June 30,
	2023		2022	2023	2022
Net income	$	33,044	33,426	66,723	61,713
Less: Dividends and undistributed earnings allocated to participating securities	86		159	174	294
Net income available to common shareholders	$	32,958	33,267	66,549	61,419
Weighted average common shares outstanding	126,620,383		126,059,165	126,559,784	125,960,997
Add: Participating shares outstanding	331,088		604,613	331,088	604,613
Total weighted average common shares and dilutive potential shares	126,951,471		126,663,778	126,890,872	126,565,610
Basic earnings per share	$	0.26	0.26	0.53	0.49
Diluted earnings per share	$	0.26	0.26	0.52	0.49

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(8)    Pension and Other Post-Retirement Benefits

The following table sets forth the net periodic costs for the defined benefit pension plans and post-retirement healthcare plans for the periods indicated (in thousands):

	Quarter ended June 30,
	Pension benefits			Other post-retirement benefits
	2023		2022	2023	2022
Service cost	$	1,560	2,599	—	—
Interest cost	2,245		1,671	7	10
Expected return on plan assets	(3,479)		(3,864)	—	—
Amortization of prior service cost	(564)		(564)	—	—
Amortization of the net loss	20		381	10	2
Net periodic cost	$	(218)	223	17	12
	Six months ended June 30,
---	---	---	---	---	---
	Pension benefits			Other post-retirement benefits
	2023		2022	2023	2022
Service cost	$	3,120	5,198	—	—
Interest cost	4,490		3,342	14	20
Expected return on plan assets	(6,958)		(7,728)	—	—
Amortization of prior service cost	(1,128)		(1,128)	—	—
Amortization of the net loss	40		762	20	4
Net periodic cost	$	(436)	446	34	24

Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2023.

(9)    Disclosures About Fair Value of Financial Instruments

We are required to disclose fair value information about financial instruments whether or not recognized in the Consolidated Statement of Financial Condition. Fair value information of certain financial instruments and all nonfinancial instruments is not required to be disclosed. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

Financial assets and liabilities recognized or disclosed at fair value on a recurring basis and certain financial assets and liabilities on a non-recurring basis are accounted for using a three-level hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. This hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3). When various inputs for measurement fall within different levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques:

•    Level 1 - Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.

•    Level 2 - Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.

•     Level 3 - Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include the following:

◦Quotes from brokers or other external sources that are not considered binding;

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◦Quotes from brokers or other external sources where it cannot be determined that market participants would in fact transact for the asset or liability at the quoted price; and

◦Quotes and other information from brokers or other external sources where the inputs are not deemed observable.

We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. We perform due diligence to understand the inputs used or how the data was calculated or derived. We also corroborate the reasonableness of external inputs in the valuation process.

The carrying amounts reported in the Consolidated Statement of Financial Condition approximate fair value for the following financial instruments: cash and cash equivalents, marketable securities available-for-sale, residential mortgage loans held-for-sale, accrued interest receivable, interest rate lock commitments, forward commitments, interest rate swaps, savings and checking deposits, foreign exchange swaps, risk participation agreements, and accrued interest payable.

Marketable Securities

Where available, market values are based on quoted market prices, dealer quotes, and prices obtained from independent pricing services.

Debt Securities — available-for-sale - Generally, debt securities are valued using pricing for similar securities, recently executed transactions and other pricing models utilizing observable inputs. The valuation for most debt securities is classified as Level 2. Securities within Level 2 include corporate bonds, municipal bonds, mortgage-backed securities and U.S. government obligations. Certain debt securities which were AAA rated at purchase do not have an active market and as such we have used an alternative method to determine the fair value of these securities. The fair value has been determined using a discounted cash flow model using market assumptions, which generally include cash flow, collateral and other market assumptions. As such, securities which otherwise would have been classified as Level 2 securities if an active market for those assets or similar assets existed are included herein as Level 3 assets.

Debt Securities — held-to-maturity - The fair value of debt securities held-to-maturity is determined in the same manner as debt securities available-for-sale.

Loans Receivable

Loans with comparable characteristics including collateral and re-pricing structures are segregated for valuation purposes. Each loan pool is separately valued utilizing a discounted cash flow analysis. Projected monthly cash flows are discounted to present value using a market rate for comparable loans, which is not considered an exit price. Characteristics of comparable loans include remaining term, coupon interest, and estimated prepayment speeds. Delinquent loans are separately evaluated given the impact delinquency has on the projected future cash flow of the loan including the approximate discount or market rate, which is not considered an exit price.

Loans Held-for-Sale

The estimated fair value of loans held-for-sale is based on market bids obtained from potential buyers.

FHLB Stock

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

Deposit Liabilities

The estimated fair value of deposits with no stated maturity, which includes demand deposits, money market, and other savings accounts, is the amount payable on demand. Although market premiums paid for depository institutions reflect an additional value for these low-cost deposits, adjusting fair value for any value expected to be derived from retaining those deposits for a future period of time or from the benefit that results from the ability to fund interest-earning assets with these deposit liabilities is prohibited. The fair value estimates of deposit liabilities do not include the benefit that results from the low-cost funding provided by these deposits compared to the cost of borrowing funds in the market. Fair values for time deposits are estimated using a discounted cash flow calculation that applies contractual cost currently being offered in the existing portfolio to current market rates being offered locally for deposits of similar remaining maturities. The valuation adjustment for the portfolio consists of the present value of the difference of these two cash flows, discounted at the assumed market rate of the corresponding maturity

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Borrowed Funds

Fixed rate advances are valued by comparing their contractual cost to the prevailing market cost. The carrying amount of repurchase agreements approximates their fair value.

Subordinated Debentures

The fair value of our subordinated debentures is calculated using the discounted cash flows at rates observable for other similarly traded liabilities.

Junior Subordinated Debentures

The fair value of junior subordinated debentures is calculated using the discounted cash flows at the prevailing rate of interest.

Interest Rate Lock Commitments and Forward Commitments

The fair value of interest rate lock commitments is based on the value of underlying loans held-for-sale which is based on quoted prices for similar loans in the secondary market. This value is then adjusted based on the probability of the loan closing (i.e., the “pull-through” amount, a significant unobservable input). The fair value of forward sale commitments is based on quoted prices from the secondary market based on the settlement date of the contracts.

Cash Flow Hedges, Interest Rate and Foreign Exchange Swap Agreements and Risk Participation Agreements

The fair value of interest rate swaps is based upon the present value of the expected future cash flows using the SOFR discount curve, the basis for the underlying interest rate. To price interest rate swaps, cash flows are first projected for each payment date using the fixed rate for the fixed side of the swap and the forward rates for the floating side of the swap. These swap cash flows are then discounted to time zero using SOFR zero-coupon interest rates. The sum of the present value of both legs is the fair market value of the interest rate swap. These valuations have been derived from our third party vendor’s proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable. The fair value of the foreign exchange swap is derived from proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions we believe to be reasonable. Risk participation agreements are entered into when Northwest purchases a portion of a commercial loan that has an interest rate swap. Northwest assumes credit risk on its portion of the interest rate swap should the borrower fail to pay as agreed. The value of risk participation agreements is determined based on the value of the swap after considering the credit quality, probability of default, and loss given default of the borrower.

Off-Balance Sheet Financial Instruments

These financial instruments generally are not sold or traded, and estimated fair values are not readily available. However, the fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms. At June 30, 2023 and December 31, 2022, there was no significant unrealized appreciation or depreciation on these financial instruments.

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The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at June 30, 2023 (in thousands):

	Carrying<br>amount		Estimated<br>fair value	Level 1	Level 2	Level 3
Financial assets:
Cash and cash equivalents	$	127,627	127,627	127,627	—	—
Securities available-for-sale	1,073,952		1,073,952	—	1,073,952	—
Securities held-to-maturity	847,845		718,676	—	718,676	—
Loans receivable, net	11,130,731		10,095,362	—	—	10,095,362
Loans held-for-sale	16,077		16,077	—	—	16,077
Accrued interest receivable	37,281		37,281	37,281	—	—
Interest rate lock commitments	761		761	—	—	761
Forward commitments	101		101	—	101	—
Foreign exchange swaps	5		5	—	5	—
Interest rate swaps designated as hedging instruments	2,244		2,244	—	2,244	—
Interest rate swaps not designated as hedging instruments	45,851		45,851	—	45,851	—
FHLB stock	44,613		44,613	—	—	—
Total financial assets	$	13,327,088	12,162,550	164,908	1,840,829	10,112,200
Financial liabilities:
Savings and checking deposits	$	9,672,684	9,672,684	9,672,684	—	—
Time deposits	1,989,711		1,982,529	—	—	1,982,529
Borrowed funds	632,313		640,695	640,695	—	—
Subordinated debt	114,015		101,043	—	101,043	—
Junior subordinated debentures	129,444		140,431	—	—	140,431
Foreign exchange swaps	47		47	—	47	—
Interest rate swaps not designated as hedging instruments	47,134		47,134	—	47,134	—
Risk participation agreements	11		11	—	11	—
Accrued interest payable	4,936		4,936	4,936	—	—
Total financial liabilities	$	12,590,295	12,589,510	10,318,315	148,235	2,122,960

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The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at December 31, 2022 (in thousands):

	Carrying<br>amount		Estimated<br>fair value	Level 1	Level 2	Level 3
Financial assets:
Cash and cash equivalents	$	139,365	139,365	139,365	—	—
Securities available-for-sale	1,218,108		1,218,108	—	1,218,108	—
Securities held-to-maturity	881,249		751,384	—	751,384	—
Loans receivable, net	10,792,503		9,910,852	—	—	9,910,852
Residential mortgage loans held-for-sale	9,913		9,913	—	—	9,913
Accrued interest receivable	35,528		35,528	35,528	—	—
Interest rate lock commitments	559		559	—	—	559
Forward commitments	128		128	—	128	—
Interest rate swaps not designated as hedging instruments	26,642		26,642	—	26,642	—
FHLB stock	40,143		40,143	—	—	—
Total financial assets	$	13,144,138	12,132,622	174,893	1,996,262	9,921,324
Financial liabilities:
Savings and checking accounts	$	10,412,263	10,412,263	10,412,263	—	—
Time deposits	1,052,285		1,059,790	—	—	1,059,790
Borrowed funds	681,166		680,996	680,996	—	—
Subordinated debt	113,840		102,554	—	102,554	—
Junior subordinated debentures	129,314		133,546	—	—	133,546
Foreign exchange swaps	23		23	—	23	—
Interest rate swaps not designated as hedging instruments	45,464		45,464	—	45,464	—
Risk participation agreements	18		18	—	18	—
Accrued interest payable	3,231		3,231	3,231	—	—
Total financial liabilities	$	12,437,604	12,437,885	11,096,490	148,059	1,193,336

Fair value estimates are made at a point-in-time, based on relevant market data and information about the instrument. The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both June 30, 2023 and December 31, 2022.

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The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2023 (in thousands):

	Level 1		Level 2	Level 3	Total assets <br>at fair value
Debt securities:
U.S. government and agencies	$	—	58,821	—	58,821
Government-sponsored enterprises	—		39,533	—	39,533
States and political subdivisions	—		74,333	—	74,333
Corporate	—		7,546	—	7,546
Total debt securities	—		180,233	—	180,233
Residential mortgage-backed securities:
GNMA	—		18,184	—	18,184
FNMA	—		107,145	—	107,145
FHLMC	—		73,256	—	73,256
Non-agency	—		5	—	5
Collateralized mortgage obligations:
GNMA	—		341,329	—	341,329
FNMA	—		156,242	—	156,242
FHLMC	—		197,558	—	197,558
Total mortgage-backed securities	—		893,719	—	893,719
Interest rate lock commitments	—		—	761	761
Forward commitments	—		101	—	101
Foreign exchange swaps	—		5	—	5
Interest rate swaps designated as hedging instruments	—		2,244	—	2,244
Interest rate swaps not designated as hedging instruments	—		45,851	—	45,851
Total assets	$	—	1,122,153	761	1,122,914
Foreign exchange swaps	$	—	47	—	47
Interest rate swaps not designated as hedging instruments	—		47,134	—	47,134
Risk participation agreements	—		11	—	11
Total liabilities	$	—	47,192	—	47,192

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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2022 (in thousands):

	Level 1		Level 2	Level 3	Total assets <br>at fair value
Debt securities:
U.S. government and agencies	$	—	60,592	—	60,592
Government-sponsored enterprises	—		39,201	—	39,201
States and political subdivisions	—		111,766	—	111,766
Corporate	—		12,978	—	12,978
Total debt securities	—		224,537	—	224,537
Residential mortgage-backed securities:
GNMA	—		12,434	—	12,434
FNMA	—		117,218	—	117,218
FHLMC	—		74,991	—	74,991
Non-agency	—		6	—	6
Collateralized mortgage obligations:
GNMA	—		364,553	—	364,553
FNMA	—		185,588	—	185,588
FHLMC	—		238,781	—	238,781
Total mortgage-backed securities	—		993,571	—	993,571
Interest rate lock commitments	—		—	559	559
Forward commitments	—		128	—	128
Interest rate swaps not designated as hedging instruments	—		26,642	—	26,642
Total assets	$	—	1,244,878	559	1,245,437
Foreign exchange swaps	$	—	23	—	23
Interest rate swaps not designated as hedging instruments	—		45,464	—	45,464
Risk participation agreements	—		18	—	18
Total liabilities	$	—	45,505	—	45,505

The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

	For the quarter ended June 30,			For the six months ended June 30,
	2023		2022	2023	2022
Beginning balance,	$	386	1,680	559	1,684
Interest rate lock commitments:
Net activity	375		(160)	202	(164)
Ending balance	$	761	1,520	761	1,520

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans held-for-sale, loans individually assessed, real estate owned, and mortgage servicing rights.

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The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of June 30, 2023 (in thousands):

	Level 1		Level 2	Level 3	Total assets <br>at fair value
Loans individually assessed	$	—	—	13,467	13,467
Mortgage servicing rights	—		—	202	202
Real estate owned, net	—		—	371	371
Total assets	$	—	—	14,040	14,040

The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of December 31, 2022 (in thousands):

	Level 1		Level 2	Level 3	Total assets <br>at fair value
Loans individually assessed	$	—	—	15,416	15,416
Mortgage servicing rights	—		—	95	95
Real estate owned, net	—		—	413	413
Total assets	$	—	—	15,924	15,924

Individually Assessed Loans - A loan is considered to be individually assessed as described in Note 1(f) of the Notes to the Consolidated Financial Statements in Item 8 of Part II of our 2022 Annual Report on Form 10-K. We classify loans individually assessed as nonrecurring Level 3.

Mortgage servicing rights - Mortgage servicing rights represent the value of servicing residential mortgage loans, when the mortgage loans have been sold into the secondary market and the associated servicing has been retained. The value is determined through a discounted cash flow analysis, which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. Servicing rights and the related mortgage loans are segregated into categories or homogeneous pools based upon common characteristics. Adjustments are only made when the estimated discounted future cash flows are less than the carrying value, as determined by individual pool. As such, mortgage servicing rights are classified as nonrecurring Level 3.

Real Estate Owned - Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at the lower of the related loan balance or fair value, less estimated disposition costs, with the fair value being determined by appraisal. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or fair value, less estimated disposition costs. We classify real estate owned as nonrecurring Level 3.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at June 30, 2023 (in thousands):

	Fair value		Valuation techniques	Significant<br>unobservable inputs	Range  (weighted average)
Loans individually assessed	$	13,467	Appraisal value (1)	Estimated cost to sell	10.0%
Mortgage servicing rights	202		Discounted cash flow	Annual service cost	$92
				Prepayment rate	6.6% to 16.3% (10.3%)
				Expected life (months)	52.1 to 104.2 (74.8)
				Option adjusted spread	707 basis points
				Forward yield curve	5.25% to 5.31%
Real estate owned, net	371		Appraisal value (1)	Estimated cost to sell	15.0%
Loans held for sale	16,077		Quoted prices for similar loans in active markets adjusted by an expected pull-through rate	Estimated pull-through rate	100.0%

(1)Fair value is generally determined through independent appraisals of the underlying collateral, which may include Level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

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(10)    Derivative Financial Instruments

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

Derivatives Designated as Hedging Instruments

During May 2023, the Company entered into four separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $100 million with maturities ranging from three to five years. Our risk management objective and strategy for these interest rate swaps at such time was to reduce our exposure to variability in interest-related cash outflows attributable to changes in the USD-SOFR swap rate, the designated benchmark interest rate being hedged. Based upon our contemporaneous quantitative analysis at the inception of the interest rate swaps, we have determined these interest rate swaps qualifies for hedge accounting in accordance with ASC 815, Derivatives and Hedging. Our cash flow hedges are recorded within other assets on the Consolidated Statement of Financial Condition at their estimated fair value.

As long as the hedge remains highly effective the changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. A hedging relationship that is determined to not be highly effective no longer qualifies for hedge accounting and any gain or loss is recognized immediately into earnings. Amount reclassified into earnings are included in interest expense in the Consolidated Statement of Income.

Derivatives Not Designated as Hedging Instruments

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

We enter into interest rate lock commitments for residential mortgage loans which commit us to lend funds to a potential borrower at a specific interest rate within a specified period of time. Interest rate lock commitments that relate to the origination of mortgage loans that will be held-for-sale are considered derivative financial instruments under applicable accounting guidance. Interest rate lock commitments on loans held-for-sale are carried at fair value in other assets on the consolidated statement of financial condition. Northwest sells loans to the secondary market on a mandatory or best efforts basis. The loans sold on a mandatory basis commit us to deliver a specific principal amount of mortgage loans to an investor at a specified price, by a specified date, or the commitment must be paired off. These forward commitments entered into on a mandatory delivery basis meet the definition of a derivative financial instrument. All closed loans to be sold on a mandatory delivery basis are classified as held-for-sale on the Consolidated Statement of Financial Condition. Changes to the fair value of the interest rate lock commitments and the forward commitments are recorded in mortgage banking income in the Consolidated Statements of Income.

We enter into risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution. These risk participation agreements are recorded within other liabilities on the Consolidated Statement of Financial Condition at their estimated fair value. Changes to the fair value of the the risk participation agreements are included in other operating income in the Consolidated Statement of Income.

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

	Asset derivatives			Liability derivatives
	Notional amount		Fair value	Notional amount	Fair value
At June 30, 2023
Derivatives designed as hedging instruments:
Interest rate swap agreements	$	100,000	2,244	—	—
Derivatives not designated as hedging instruments:
Interest rate swap agreements	738,151		45,851	738,151	47,134
Foreign exchange swap agreements	4,485		5	671	47
Interest rate lock commitments	36,216		761	—	—
Forward commitments	8,590		101	—	—
Risk participation agreements	—		—	98,037	11
Total Derivatives	$	887,442	48,962	836,859	47,192
At December 31, 2022
Derivatives not designated as hedging instruments:
Interest rate swap agreements	$	651,114	26,642	651,114	45,464
Foreign exchange swap agreements	—		—	2,328	23
Interest rate lock commitments	19,727		559	—	—
Forward commitments	4,909		128	—	—
Risk participation agreements	—		—	114,159	18
Total derivatives	$	675,750	27,329	767,601	45,505

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

	For the quarter ended June 30,			For the six months ended June 30,
	2023		2022	2023	2022
Hedging derivatives:
Decrease in interest expense	$	(203)	—	(203)	—
Non-hedging swap derivatives:
(Decrease)/increase in other income	$	(128)	53	(330)	114
Increase/(decrease) in mortgage banking income	$	349	(96)	176	322

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended June 30, 2023 (in thousands):

	Notional amount		Effective rate		Estimated increase/(decrease) to interest expense in the next twelve months	Maturity date	Remaining term <br>(in months)
Interest rate products:
Issued May 11, 2023	$	25,000	3.59	%	(523)	5/11/2027	47
Issued May 12, 2023	25,000		3.62	%	(510)	5/12/2028	59
Issued May 19, 2023	25,000		3.95	%	(435)	11/19/2027	53
Issued May 25, 2023	25,000		4.18	%	(380)	11/30/2026	41
Total	$	100,000			(1,848)

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(11)    Legal Proceedings

We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated. As of June 30, 2023, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate loss to us from legal proceedings.

(12)    Changes in Accumulated Other Comprehensive Income

The following tables show the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):

	For the quarter ended June 30, 2023
	Unrealized <br>losses<br>on securities <br>available-for-sale		Change in <br>fair value <br>of interest <br>rate swaps	Change in <br>defined benefit <br>pension plans	Total
Balance as of March 31, 2023	$	(151,189)	—	(7,334)	(158,523)
Other comprehensive (loss)/income before reclassification adjustments (1) (3)	(17,719)		1,737	—	(15,982)
Amounts reclassified from accumulated other comprehensive income (2) (4)	5,636		—	(382)	5,254
Net other comprehensive (loss)/income	(12,083)		1,737	(382)	(10,728)
Balance as of June 30, 2023	$	(163,272)	1,737	(7,716)	(169,251)
	For the quarter ended June 30, 2022
---	---	---	---
	Unrealized <br>losses<br>on securities <br>available-for-sale		Change in <br>defined benefit <br>pension plans	Total
Balance as of March 31, 2022	$	(77,101)	(25,443)	(102,544)
Other comprehensive loss before reclassification adjustments (5)	(39,954)		—	(39,954)
Amounts reclassified from accumulated other comprehensive income (6) (7)	(1)		(131)	(132)
Net other comprehensive (loss)/income	(39,955)		(131)	(40,086)
Balance as of June 30, 2022	$	(117,056)	(25,574)	(142,630)

(1)Consists of unrealized holding losses, net of tax of $3,771.

(2)Consists of realized losses, net of tax of ($1,731).

(3)Change in fair value of interest rate swaps, net of tax ($508).

(4)Consists of realized gains, net of tax of $152.

(5)Consists of unrealized holding losses, net of tax $11,973.

(6)Consists of realized gains, net of tax $0.

(7)Consists of realized gains, net of tax of $51.

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	For the six months ended June 30, 2023
	Unrealized <br>gains and losses<br>on securities <br>available-for-sale		Change in <br>fair value <br>of interest <br>rate swaps	Change in <br>defined benefit <br>pension plans	Total
Balance as of December 31, 2022	$	(164,206)	—	(6,952)	(171,158)
Other comprehensive (loss)/income before reclassification adjustments (1) (3)	(4,702)		1,737	—	(2,965)
Amounts reclassified from accumulated other comprehensive income (2) (4)	5,636		—	(764)	4,872
Net other comprehensive income/(loss)	934		1,737	(764)	1,907
Balance as of June 30, 2023	$	(163,272)	1,737	(7,716)	(169,251)
	For the six months ended June 30, 2022
---	---	---	---
	Unrealized <br>losses <br>on securities <br>available-for-sale		Change in <br>defined benefit <br>pension plans	Total
Balance as of December 31, 2021	$	(12,317)	(25,312)	(37,629)
Other comprehensive (loss)/income before reclassification adjustments (5)	(104,737)		—	(104,737)
Amounts reclassified from accumulated other comprehensive income (6) (7)	(2)		(262)	(264)
Net other comprehensive (loss)/income	(104,739)		(262)	(105,001)
Balance as of June 30, 2022	$	(117,056)	(25,574)	(142,630)

(1)Consists of unrealized holding losses, net of tax of $463.

(2)Consists of realized losses, net of tax of ($1,731).

(3)Change in fair value of interest rate swaps, net of tax ($508).

(4)Consists of realized gains, net of tax of $304.

(5)Consists of unrealized holding losses, net of tax $30,850.

(6)Consists of realized gains, net of tax $0.

(7)Consists of realized gains, net of tax of $101.

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Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

In addition to historical information, this document may contain certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, as they reflect management’s analysis only as of the date of this report. We have no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report.

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

•    inflation and changes in the interest rate environment that reduce our margins, our loan origination, or the fair value of financial instruments;

•    changes in asset quality, including increases in default rates on loans and higher levels of nonperforming loans and loan charge-offs generally;

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

•    changes in federal, state, or local tax laws and tax rates;

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

•    adverse changes in the securities and credit markets;

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

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

•    changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio;

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

•    competition among depository and other financial institutions, including with respect to deposit gathering, service charges and fees;

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

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

•    changes in consumer spending, borrowing and savings habits;

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

•    possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises;

•    the impact of the economy on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities;

•    our ability to receive regulatory approvals for proposed transactions or new lines of business;

•    the effects of any federal government shutdown or the inability of the federal government to manage debt limits;

•    changes in the financial performance and/or condition of our borrowers;

•    the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) and other accounting standard setters;

•    changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;

•    our ability to access cost-effective funding;

•    the effect of global or national war, conflict, or terrorism;

•    our ability to manage market risk, credit risk and operational risk;

•    the disruption to local, regional, national and global economic activity caused by infectious disease outbreaks, and the significant impact that any such outbreaks may have on our growth, operations and earnings;

•    our ability to retain key employees; and

•    our compensation expense associated with equity allocated or awarded to our employees.

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Overview of Critical Accounting Policies Involving Estimates

Please refer to Note 1 of the Notes to Consolidated Financial Statements in Item 8 of Part II of our 2022 Annual Report on Form 10-K.

Comparison of Financial Condition

Total assets at June 30, 2023 were $14.291 billion, an increase of $178.2 million, or 1.3%, from $14.113 billion at December 31, 2022. This increase in assets was driven by an increase in loans receivable, partially offset by decreases in both cash and cash equivalents and marketable securities. A discussion of significant changes follows.

Total cash and cash equivalents decreased by $11.7 million, or 8.4%, to $127.6 million at June 30, 2023 from $139.4 million at December 31, 2022. This decrease was primarily driven by organic loan growth.

Total marketable securities decreased by $177.6 million, or 8.5%, to $1.922 billion at June 30, 2023 from $2.099 billion at December 31, 2022. Held-to-maturity securities decreased $33.4 million and available-for-sale marketable securities decreased $144.2 million. These decreases were driven by the maturity and the monthly cash flows from marketable securities, in addition to the sale of approximately $110.0 million of available-for-sale investment securities during the quarter in order to reallocate these funds into higher interest-earning products.

Gross loans receivable increased by $350.8 million, or 3.2%, to $11.271 billion at June 30, 2023, from $10.920 billion at December 31, 2022. This increase was attributable to organic loan growth. Our commercial loan portfolio increased by $271.8 million, or 24.0%, to $1.404 billion at June 30, 2023, from $1.132 billion at December 31, 2022, primarily as a result of the new lending verticals that we recently implemented. Our commercial real estate loan portfolio increased by $71.7 million, or 2.5%, to $2.895 billion at June 30, 2023, from $2.824 billion at December 31, 2022, and our consumer portfolio, comprised primarily of indirect automobile loans, increased by $32.4 million, or 1.5%, to $2.201 billion at June 30, 2023 compared to $2.169 billion at December 31, 2022.

Total deposits increased by $197.8 million, or 1.7%, to $11.662 billion at June 30, 2023 from $11.465 billion at December 31, 2022. This increase was driven by a $937.4 million, or 89.1%, increase in time deposits due to customer preferences for this fixed maturity product in a higher interest rate environment. Partially offsetting this increase were decreases in savings and money market deposits of $458.1 million, or 9.7%, due to customers choosing higher yielding product alternatives. In addition, demand deposit accounts decreased by $281.5 million, or 5.0%, as we believe customers used funds during the period of higher inflationary costs.

Total shareholders’ equity at June 30, 2023 was $1.512 billion, or $11.89 per share, an increase of $20.0 million, or 1.3%, from $1.491 billion, or $11.74 per share, at December 31, 2022. This increase was the result of year-to-date earnings of $66.7 million, partially offset by $50.8 million of cash dividend payments for the six months ended June 30, 2023.

Regulatory Capital

Financial institutions and their holding companies are subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct, material effect on a company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting guidelines. Capital amounts and classifications are also subject to qualitative judgments made by the regulators about components, risk-weighting and other factors.

Applicable rules limit an organization’s capital distributions and certain discretionary bonus payments if the organization does not hold a “capital conservation buffer” consisting of 2.5% of Total, Tier 1 and Common Equity Tier 1 (“CET1”) capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

Quantitative measures, established by regulation to ensure capital adequacy, require financial institutions to maintain minimum amounts and ratios (set forth in the table below) of Total, CET1 and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Capital requirements are presented in the tables below (in thousands).

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	At June 30, 2023
	Actual				Minimum capital requirements (1)				Well capitalized requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,776,017	16.233	%	$	1,148,771	10.500	%	$	1,094,067	10.000	%
Northwest Bank	1,512,791		13.839	%	1,147,796		10.500	%	1,093,139		10.000	%
Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,532,058		14.003	%	929,957		8.500	%	875,254		8.000	%
Northwest Bank	1,382,847		12.650	%	929,168		8.500	%	874,511		8.000	%
CET1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,406,604		12.857	%	765,847		7.000	%	711,144		6.500	%
Northwest Bank	1,382,847		12.650	%	765,197		7.000	%	710,540		6.500	%
Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc.	1,532,058		10.744	%	570,363		4.000	%	712,954		5.000	%
Northwest Bank	1,382,847		9.700	%	570,275		4.000	%	712,843		5.000	%

(1) Amounts and ratios include the capital conservation buffer of 2.5%, which does not apply to Tier 1 capital to average assets (leverage ratio).

	At December 31, 2022
	Actual				Minimum capital requirements (1)				Well capitalized requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,745,701	16.363	%	$	1,120,216	10.500	%	$	1,066,872	10.000	%
Northwest Bank	1,568,202		14.712	%	1,119,214		10.500	%	1,065,918		10.000	%
Tier I capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,516,621		14.216	%	906,841		8.500	%	853,498		8.000	%
Northwest Bank	1,452,962		13.631	%	906,030		8.500	%	852,734		8.000	%
CET1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,391,296		13.041	%	746,810		7.000	%	693,467		6.500	%
Northwest Bank	1,452,962		13.631	%	746,143		7.000	%	692,847		6.500	%
Tier I capital (leverage) (to average assets)
Northwest Bancshares, Inc.	1,516,621		10.817	%	560,816		4.000	%	701,020		5.000	%
Northwest Bank	1,452,962		10.365	%	560,706		4.000	%	700,882		5.000	%

(1) Amounts and ratios include the capital conservation buffer of 2.5%, which does not apply to Tier 1 capital to average assets (leverage ratio).

Liquidity

We are required to maintain a sufficient level of liquid assets, as determined by management and reviewed for adequacy by the FDIC and the Pennsylvania Department of Banking and Securities during their regular examinations. Northwest frequently monitors its liquidity position primarily using the ratio of unencumbered available-for-sale liquid assets as a percentage of deposits and borrowings (“liquidity ratio”). Northwest Bank’s liquidity ratio at June 30, 2023 was 9.91%. We adjust liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes and insurance on mortgage loan escrow accounts, repayment of borrowings and loan commitments. At June 30, 2023, Northwest had $3.154 billion of additional borrowing capacity available with the FHLB, including $250.0 million on an overnight line of credit, which had a drawn balance of $28.0 million at June 30, 2023, as well as $308.6 million of borrowing capacity available with the Federal Reserve Bank and $105.0 million with two correspondent banks.

Dividends

We paid $25.4 million in cash dividends during the quarters ended June 30, 2023 and 2022. The common stock dividend payout ratio (dividends declared per share divided by net income per diluted share) was 76.9% for both quarters on dividends of $0.20 per share. On July 19, 2023, the Board of Directors declared a cash dividend of $0.20 per share payable on August 14, 2023 to shareholders of record as of August 3, 2023. This represents the 115th consecutive quarter we have paid a cash dividend.

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Nonperforming Assets

The following table sets forth information with respect to nonperforming assets. Nonaccrual loans are those loans on which the accrual of interest has ceased. Generally, when a loan is 90 days past due, we fully reverse all accrued interest thereon and cease to accrue interest thereafter. Exceptions are made for loans that have contractually matured, are in the process of being modified to extend the maturity date and are otherwise current as to principal and interest, and well-secured loans that are in the process of collection. Loans may also be placed on nonaccrual before they reach 90 days past due if conditions exist that call into question our ability to collect all contractual interest. Other nonperforming assets represent property acquired through foreclosure or repossession. Foreclosed property is carried at the lower of its fair value less estimated costs to sell or the principal balance of the related loan.

	June 30, 2023			December 31, 2022
	(in thousands)
Loans 90 days or more past due:
Residential mortgage loans	$	6,290		5,574
Home equity loans	1,965			2,257
Vehicle loans	1,890			2,471
Other consumer loans	557			608
Commercial real estate loans	8,501			7,589
Commercial real estate - owner occupied	74			278
Commercial loans	2,414			1,829
Total loans 90 days or more past due	$	21,691		20,606
Total real estate owned (REO)	$	371		413
Total loans 90 days or more past due and REO	22,062			21,019
Total loans 90 days or more past due to net loans receivable	0.19		%	0.19	%
Total loans 90 days or more past due and REO to total assets	0.15		%	0.15	%
Nonperforming assets:
Nonaccrual loans - loans 90 days or more past due	$	21,159		19,861
Nonaccrual loans - loans less than 90 days past due	57,430			61,375
Loans 90 days or more past due still accruing	532			744
Total nonperforming loans	79,121			81,980
Total nonperforming assets	$	79,492		82,393
Total nonaccrual loans to total loans	0.70		%	0.74	%

Allowance for Credit Losses

On an ongoing basis, the Credit Administration department, as well as loan officers, branch managers and department heads, review and monitor the loan portfolio for problem loans. This portfolio monitoring includes a review of the monthly delinquency reports as well as historical comparisons and trend analysis. Personal and small business commercial loans are classified primarily by delinquency status. In addition, a meeting is held every quarter with each region to monitor the performance and status of commercial loans on an internal watch list. On an on-going basis, the loan officer, in conjunction with a portfolio manager, grades or classifies problem commercial loans or potential problem commercial loans based upon their knowledge of the lending relationship and other information previously accumulated. This rating is also reviewed independently by our Loan Review department on a periodic basis. Our loan grading system for problem commercial loans is consistent with industry regulatory guidelines which classifies loans as “substandard”, “doubtful” or “loss”. Loans that do not expose us to risk sufficient to warrant classification in one of the previous categories, but which possess some weaknesses, are designated as “special mention”. A “substandard” loan is any loan that is 90 days or more contractually delinquent or is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as “doubtful” have all the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions or values, highly questionable and improbable. Loans classified as “loss” have all the weakness inherent in those classified as “doubtful” and are considered uncollectible.

Credit relationships that have been classified as substandard or doubtful and are greater than or equal to $1.0 million are reviewed by the Credit Administration department to determine if they no longer continue to demonstrate similar risk characteristics to their loan pool. If a loan no longer demonstrates similar risk characteristics to their loan pool they are removed from the pool and an individual assessment will be performed.

If it is determined that a loan needs to be individually assessed, the Credit Administration department determines the proper measure of fair value for each loan based on one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral

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dependent, less costs of sale or disposal. If the measurement of the fair value of the loan is more or less than the amortized cost basis of the loan, the Credit Administration department adjusts the specific allowance associated with that individual loan accordingly.

If a substandard or doubtful loan is not individually assessed, it is grouped with other loans that possess common characteristics for credit losses and analysis. For the purpose of calculating reserves, we have grouped our loans into seven segments: residential mortgage loans, home equity loans, vehicle loans, consumer loans, commercial real estate loans, commercial real estate loans - owner occupied and commercial loans. The allowance for credit losses is measured using a combination of statistical models and qualitative assessments. We use a twenty four month forecasting period and revert to historical average loss rates thereafter. Reversion to average loss rates takes place over twelve months. Historical average loss rates are calculated using historical data beginning in October 2009 through the current period.

The credit losses for individually assessed loans along with the estimated loss for each homogeneous pool are consolidated into one summary document. This summary schedule along with the support documentation used to establish this schedule is presented to management’s Allowance for Credit Losses Committee (“ACL Committee”) monthly. The ACL Committee reviews and approves the processes and ACL documentation presented. Based on this review and discussion, the appropriate amount of ACL is estimated and any adjustments to reconcile the actual ACL with this estimate are determined. The ACL Committee also considers if any changes to the methodology are needed. In addition to the ACL Committee’s review and approval, a review is performed by the Risk Management Committee of the Board of Directors on a quarterly basis and annually by internal audit.

In addition to the reviews by management’s ACL Committee and the Board of Directors’ Risk Management Committee, regulators from either the FDIC and/or the Pennsylvania Department of Banking and Securities perform an extensive review on at least an annual basis for the adequacy of the ACL and its conformity with regulatory guidelines and pronouncements. Any recommendations or enhancements from these independent parties are considered by management and the ACL Committee and implemented accordingly.

We acknowledge that this is a dynamic process and consists of factors, many of which are external and out of our control that can change frequently, rapidly and substantially. The adequacy of the ACL is based upon estimates using all the information previously discussed as well as current and known circumstances and events. There is no assurance that actual portfolio losses will not be substantially different than those that were estimated.

We utilize a structured methodology each period when analyzing the adequacy of the allowance for credit losses and the related provision for credit losses, which the ACL Committee assesses regularly for appropriateness. As part of the analysis as of June 30, 2023, we considered the most recent economic conditions and forecasts available which incorporated the impact of material recent economic events. In addition, we considered the overall trends in asset quality, reserves on individually assessed loans, historical loss rates and collateral valuations. The ACL increased by $6.4 million, or 5.4%, to $124.4 million, or 1.10% of total loans at June 30, 2023 from $118.0 million, or 1.08% of total loans, at December 31, 2022. This increase was the result of growth within our commercial loan portfolio during the year, as well as forecasted economic deterioration in our allowance for credit loss models.

Total classified loans decreased $22.1 million, or 9.4%, to $214.1 million at June 30, 2023 from $236.2 million at December 31, 2022. This decrease was primarily driven by upgrades and payoffs of loans in our commercial real estate portfolio during the current year.

We also consider how the levels of nonaccrual loans and historical charge-offs have influenced the required amount of allowance for credit losses. Nonaccrual loans of $78.6 million, or 0.70% of total loans receivable at June 30, 2023, decreased by $2.6 million, or 3.3%, from $81.2 million, or 0.74% of total loans receivable at December 31, 2022. This decrease was primarily related to upgrades of loans within our commercial real estate portfolio. As a percentage of average loans, annualized net charge-offs increased to 0.10% for the quarter ended June 30, 2023 compared to 0.02% for the year ended December 31, 2022 due to several large recoveries during 2022.

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Comparison of Operating Results for the Quarters Ended June 30, 2023 and 2022

Net income for the quarter ended June 30, 2023 was $33.0 million, or $0.26 per diluted share, a decrease of $382,000, or 1.1%, from net income of $33.4 million, or $0.26 per diluted share, for the quarter ended June 30, 2022. The decrease in net income resulted primarily from increases in noninterest expense and the provision for credit losses. Noninterest expense increased $4.4 million, or 5.5%, and the provision for credit losses increased $2.9 million, or 48.2%. These changes were partially offset by an increase in net interest income of $8.3 million, or 8.3%. Net income for the quarter ended June 30, 2023 represents annualized returns on average equity and average assets of 8.72% and 0.93%, respectively, compared to 8.90% and 0.94% for the same quarter last year. A further discussion of notable changes follows.

Interest Income

Total interest income increased by $38.1 million, or 36.0%, to $144.0 million for the quarter ended June 30, 2023 from $105.9 million for the quarter ended June 30, 2022. This increase is attributable to an increase in the average yield earned on interest-earning assets as well as the change in our interest-earning asset mix. The average yield earned on interest-earning assets increased to 4.32% for the quarter ended June 30, 2023 from 3.18% for the quarter ended June 30, 2022 due to the continued rising interest rate environment. The average balance of interest-earning assets increased $37.3 million, or 0.3%, to $13.384 billion for the quarter ended June 30, 2023 from $13.347 billion for the quarter ended June 30, 2022, primarily driven by a $907.8 million increase in the average balance of loans receivable, offset partially by an $807.2 million decrease in other interest-earning deposits. These changes are described further below.

Interest income on loans receivable increased by $37.2 million, or 38.9%, to $132.7 million for the quarter ended June 30, 2023 compared to $95.6 million for the quarter ended June 30, 2022. This increase in interest income was the result of increases in both the average yield on loans receivable and the average balance of loans receivable. The average yield on loans receivable increased to 4.81% for the quarter ended June 30, 2023 from 3.77% for the quarter ended June 30, 2022, due to the increase in market interest rates. Additionally, the average balance of loans receivable increased $907.8 million, or 8.9%, to $11.066 billion for the quarter ended June 30, 2023 from $10.158 billion for the quarter ended June 30, 2022, due to organic loan growth in our residential mortgage, consumer, and commercial portfolios. Additionally contributing to loan growth were purchases of loan pools during 2022, including $182.8 million in small business equipment finance loans and $188.3 million of one- to four-family jumbo mortgage loans

Interest income on mortgage-backed securities increased by $1.2 million, or 16.3%, to $8.3 million for the quarter ended June 30, 2023 compared to $7.2 million for the quarter ended June 30, 2022. This increase was driven by an increase in the average yield on mortgage-backed securities to 1.79% for the quarter ended June 30, 2023 from 1.47% for the quarter ended June 30, 2022 due to the purchase of higher yielding mortgage-backed securities in the prior year. This increase in the average yield was offset by a $92.9 million, or 4.8%, decrease in the average balance of mortgage-backed securities to $1.859 billion for the quarter ended June 30, 2023 from $1.952 billion for the quarter ended June 30, 2022 due to the sale of available-for-sale investment securities during the quarter along with scheduled payments and maturities.

Interest income on investment securities increased by $110,000, or 7.9%, to $1.5 million for the quarter ended June 30, 2023 from $1.4 million for the quarter ended June 30, 2022. This increase was attributable to an increase in the average yield on investment securities which increased to 1.61% for the quarter ended June 30, 2023 from 1.48% for the quarter ended June 30, 2022. This increase in the average yield was offset slightly by a decrease in the average balance of investment securities by $2.4 million, or 0.6%, to $374.6 million for the quarter ended June 30, 2023 from $376.9 million for the quarter ended June 30, 2022.

Dividends on FHLB stock increased by $762,000, or 929.3%, to $844,000 for the quarter ended June 30, 2023 from $82,000 for the quarter ended June 30, 2022. This increase was due to increases in both the average balance and the average yield on FHLB stock. The average balance of FHLB stock increased by $32.1 million, or 238.9%, to $45.5 million for the quarter ended June 30, 2023 from $13.4 million for the quarter ended June 30, 2022. Required FHLB stock holdings fluctuate with, among other things, the utilization of our borrowing capacity as well as capital requirements established by the FHLB. In addition, the average yield increased to 7.44% for the quarter ended June 30, 2023 from 2.44% for the quarter ended June 30, 2022 due to increases in market interest rates.

Interest income on interest-earning deposits decreased by $1.1 million, or 64.7%, to $594,000 for the quarter ended June 30, 2023 from $1.7 million for the quarter ended June 30, 2022. The average balance of interest-earning deposits decreased by $807.2 million, or 95.4%, to $38.9 million for the quarter ended June 30, 2023 from $846.1 million for the quarter ended June 30, 2022 as the Bank redeployed these funds into higher yielding loans and investments. Offsetting this decrease in average balance was an increase in the average yield on interest-earning deposits to 6.12% for the quarter ended June 30, 2023 from 0.79% for the quarter ended June 30, 2022, due to the aggressive campaign by the Federal Reserve Board over the last year to raise targeted short-term interest rates to combat inflation.

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Interest Expense

Interest expense increased by $29.8 million, or 529.5%, to $35.4 million for the quarter ended June 30, 2023 from $5.6 million for the quarter ended June 30, 2022 due to the increase in the average cost of interest-bearing liabilities to 1.47% for the quarter ended June 30, 2023 from 0.24% for the quarter ended June 30, 2022. This increase in cost of funds was primarily attributable to increases in the interest rates paid on deposit accounts and borrowed funds in response to increases in market interest rates, as well as a change in mix to higher funding cost products. In addition, the average balance of interest-bearing liabilities increased $214.5 million, or 2.27%, to $9.680 billion for the quarter ended June 30, 2023 from $9.466 billion for the quarter ended June 30, 2022 while the average balance of noninterest-bearing demand deposits decreased by $269.4 million, or 8.7%, to $2.821 billion at June 30, 2023 from $3.090 billion at June 30, 2022. The increase in average balance of interest-bearing liabilities was driven by an increase in average borrowed funds of $713.6 million, or 576.7%, which were utlized to fund loan growth and offset a decrease in the average balance of interest-bearing deposits which declined by $493.8 million, or 5.4%, as we believe customers used funds during a period of higher inflationary costs and searched for higher alternative yields.

Net Interest Income

Net interest income increased by $8.3 million, or 8.3%, to $108.5 million for the quarter ended June 30, 2023 from $100.3 million for the quarter ended June 30, 2022. This increase is attributable to the factors discussed above. Our interest rate spread decreased to 2.85% for the quarter ended June 30, 2023 from 2.94% for the quarter ended June 30, 2022 due to the increase in our cost of interest bearing liabilities, and our net interest margin increased to 3.25% for the quarter ended June 30, 2023 from 3.05% for the quarter ended June 30, 2022 due to the change in market rates as well as the change in our interest-earning asset mix.

Provision for Credit Losses

The provision for credit losses increased by $2.9 million, or 48.2%, to $8.9 million for the quarter ended June 30, 2023 compared to $6.0 million for the quarter ended June 30, 2022. The current period provision for credit losses includes $6.0 million for credit losses - loans and $2.9 million for credit losses - unfunded commitments. The prior period provision for credit losses included $2.6 million for credit losses - loans and $3.4 million for credit losses - unfunded commitments. The $3.4 million increase in the provision for credit losses - loans was driven by continued growth within our loan portfolio, as well as forecasted economic deterioration reflected in our allowance for credit loss models. This was partially offset by a $476,000 decrease in our provision for credit losses - unfunded commitments compared to the same quarter last year based on the timing of the origination of loans with current off-balance sheet exposure.

In determining the amount of the current period provision, we considered current and forecasted economic conditions, including but not limited to improvements in unemployment levels, expected economic growth, bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss experience. We analyze the allowance for credit losses as described in the section entitled “Allowance for Credit Losses.” The provision that is recorded is sufficient, in our judgment, to bring this reserve to a level that reflects the current expected lifetime losses in our loan portfolio relative to loan mix, a reasonable and supportable economic forecast period and historical loss experience at June 30, 2023.

Noninterest Income

Noninterest income decreased by $651,000, or 2.1%, to $29.8 million for the quarter ended June 30, 2023 from $30.4 million for the quarter ended June 30, 2022. This decrease was primarily due to a decrease in mortgage banking income of $1.1 million, or 52.3%, to $1.0 million for the quarter ended June 30, 2023 from $2.2 million for the quarter ended June 30, 2022 due to the volatile interest rate environment causing less favorable pricing in the secondary market, as well as a decrease in mortgage volumes primarily due to higher market interest rates. In addition, income from bank-owned life insurance decreased $704,000, or 35.1%, to $1.3 million for the quarter ended June 30, 2023 from $2.0 million for the quarter ended June 30, 2022 due to death benefits received in the prior year. Partially offsetting this decrease was an increase in service charges and fees of $1.2 million, or 8.5%, to $14.8 million for the quarter ended June 30, 2023 from $13.7 million for the quarter ended June 30, 2022 driven by loan fees resulting from one commercial relationship and an increase in deposit related fees based on customer activity in the current quarter.

In addition, during the current quarter we sold the mortgage servicing rights on approximately $1.3 billion of one- to four family mortgage loans for an $8.3 million gain, which enabled us to sell approximately $110.0 million of investment securities for an equivalent loss, resulting in no impact to tangible capital. However, we were able to reallocate these funds from investments yielding approximately 2.0% into commercial loans yielding over 7.0%.

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Noninterest Expense

Noninterest expense increased by $4.4 million, or 5.5%, to $85.9 million for the quarter ended June 30, 2023 from $81.4 million for the quarter ended June 30, 2022. This increase was primarily attributable to increases in processing expenses, restructuring expense, and federal deposit insurance premiums. Processing expenses increased $1.7 million, or 13.1%, to $14.6 million for the quarter ended June 30, 2023 from $12.9 million for the quarter ended June 30, 2022 due to the implementation of additional third-party software programs. Also contributing to this increase was a restructuring expense of $1.6 million during the quarter ended June 30, 2023 due to the severance charge for personnel changes. Lastly, FDIC insurance premiums increased $934,000, or 82.7%, to $2.1 million for the quarter ended June 30, 2023 from $1.1 million for the quarter ended June 30, 2022 due to an increase in the deposit insurance assessment rate beginning in the first quarter of 2023.

Income Taxes

The provision for income taxes increased by $663,000, or 6.7%, to $10.5 million for the quarter ended June 30, 2023 from $9.9 million for the quarter ended June 30, 2022. This increase in income taxes was due to an increase in income before taxes in the current year. We anticipate our effective tax rate to be between 22.5% and 24.5% for the year ending December 31, 2023.

Comparison of Operating Results for the Six Months Ended June 30, 2023 and 2022

Net income for the six months ended June 30, 2023 was $66.7 million, or $0.52 per diluted share, an increase of $5.0 million, or 8.1%, from $61.7 million, or $0.49 per diluted share, for the six months ended June 30, 2022. The increase in net income resulted from an increase in net interest income of $30.1 million, or 15.8%, partially offset by an increase of $11.5 million, or 7.1%, in noninterest expense, an increase in provision for credit losses of $7.8 million, or 126.8%, an increase in income tax expense of $3.4 million, or 19.2%, and a decrease in noninterest income of $2.4 million, or 4.3%. Net income for the six months ended June 30, 2023 represents annualized returns on average equity and average assets of 8.91% and 0.95%, respectively, compared to 8.01% and 0.87% for the six months ended June 30, 2022. A further discussion of notable changes follows.

Interest Income

Total interest income increased by $76.6 million, or 37.9%, to $278.9 million for the six months ended June 30, 2023 from $202.3 million for the six months ended June 30, 2022. This increase is the result of an increase in the average yield earned on interest-earning assets to 4.22% for the six months ended June 30, 2023 from 3.05% for the six months ended June 30, 2022. This increase in average yield is attributed to the increased interest rate environment. Partially offsetting this increase was a decrease in the average balance of interest-earning assets of $52.6 million, or 0.4%, to $13.318 billion for the six months ended June 30, 2023 from $13.371 billion for the six months ended June 30, 2022 driven by a decrease in the average balance of other interest-earning deposits, offset by an increase in the average balance of loans receivable, described further below.

Interest income on loans receivable increased by $72.7 million, or 39.6%, to $256.5 million for the six months ended June 30, 2023 from $183.7 million for the six months ended June 30, 2022. This increase is attributed to an increase in the average yield on loans receivable to 4.71% for the six months ended June 30, 2023 from 3.69% for the six months ended June 30, 2022 due to the increase in market interest rates. Additionally, the average balance of loans receivable increased $947.4 million, or 9.4%, to $10.977 billion for the six months ended June 30, 2023 from $10.030 billion for the six months ended June 30, 2022 due to organic loan growth in our residential mortgage, consumer, and commercial portfolios. Additionally contributing to loan growth were purchases of loan pools during 2022 of small business equipment finance loans and one- to four-family jumbo mortgage loans.

Interest income on mortgage-backed securities increased by $3.3 million, or 24.7%, to $16.9 million for the six months ended June 30, 2023 from $13.5 million for the six months ended June 30, 2022. This increase is attributed to an increase in the average yield on mortgage-backed securities to 1.79% for the six months ended June 30, 2023 from 1.39% for the six months ended June 30, 2022 due to the purchase of higher yielding mortgage-backed securities in the prior year. Partially offsetting this increase was a decrease in the average balance of mortgage-backed securities of $64.4 million, or 3.3%, to $1.884 billion for the six months ended June 30, 2023 from $1.949 billion for the six months ended June 30, 2022 due to the sale of available-for-sale investment securities during the year coupled with regularly scheduled payments and maturities.

Interest income on investment securities increased by $304,000, or 11.1%, to $3.1 million for the six months ended June 30, 2023 from $2.7 million for the six months ended June 30, 2022. This increase is attributable to increases in both the average yield and the average balance of investment securities. The average yield on investment securities increased to 1.61% for the six months ended June 30, 2023 from 1.46% for the six months ended June 30, 2022, and the average balance increased $4.3 million, or 1.1%, to $379.6 million for the six months ended June 30, 2023 from $375.3 million for the six months ended June 30, 2022.

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Dividends on FHLB stock increased by $1.4 million, or 841.1%, to $1.5 million for the six months ended June 30, 2023 from $163,000 for the six months ended June 30, 2022. This increase was due to increases in both the average yield and the average balance of FHLB stock. The average balance of FHLB stock increased $28.9 million, or 212.0%, to $42.6 million for the six months ended June 30, 2023 from $13.6 million for the six months ended June 30, 2022. Required FHLB stock holdings fluctuate with, among other things, the utilization of our borrowing capacity as well as capital requirements established by the FHLB. Additionally, the average yield increased to 7.26% for the six months ended June 30, 2023 from 2.41% for the six months ended June 30, 2022 due to increases in market interest rates.

Interest income on interest-earning deposits decreased by $1.1 million, or 52.7%, to $1.0 million for the six months ended June 30, 2023 from $2.2 million for the six months ended June 30, 2022. This decrease is attributable to a decrease in the average balance of interest-earning deposits by $968.8 million, or 96.5%, to $34.8 million for the six months ended June 30, 2023 from $1.004 billion for the six months ended June 30, 2022 as the Bank redeployed these funds into higher yielding loans and investments. Partially offsetting this decrease in average balance was an increase in the average yield on interest-earning deposits to 5.88% for the six months ended June 30, 2023 from 0.43% for the six months ended June 30, 2022, due to the aggressive campaign by the Federal Reserve Board over the last year to raise targeted short-term interest rates to combat inflation.

Interest Expense

Interest expense increased by $46.5 million, or 406.3%, to $57.9 million for the six months ended June 30, 2023 from $11.4 million for the six months ended June 30, 2022. This increase in interest expense was due to increases in the average cost of interest-bearing liabilities and the average balance of interest-bearing liabilities as well as the change in liability mix. The average cost of interest-bearing liabilities increased to 1.22% for the six months ended June 30, 2023 from 0.24% for the six months ended June 30, 2022 resulting primarily from the rising rate environment. The average balance of interest-bearing liabilities increased by $77.5 million, or 0.8%, to $9.589 billion for the six months ended June 30, 2023 from $9.512 billion for the six months ended June 30, 2022 driven by an increase in average borrowed funds by $659.6 million, or 509.4%. Wholesale borrowings were utilized to fund loan growth as well as replace the decrease in the average balance of interest-bearing deposits which declined by $574.7 million, or 6.3%. In addition, noninterest-bearing demand deposits decreased by $220.4 million, or 7.2%, as we believe customers used funds during a period of higher inflationary costs and searched for higher alternative yields.

Net Interest Income

Net interest income increased by $30.1 million, or 15.8%, to $221.0 million for the six months ended June 30, 2023 from $190.9 million for the six months ended June 30, 2022. This increase is attributable to the factors discussed above. Our interest rate spread increased to 3.01% for the six months ended June 30, 2023 from 2.81% for the six months ended June 30, 2022 and our net interest margin increased to 3.35% for the six months ended June 30, 2023 from 2.86% for the six months ended June 30, 2022 due to the change in market rates as well as the change in our interest-earning asset mix.

Provision for Credit Losses

The provision for credit losses increased by $7.8 million, or 126.8%, to $13.9 million for the six months ended June 30, 2023 from $6.1 million for the six months ended June 30, 2022. The current period provision for credit losses includes $10.9 million for credit losses - loans and $3.0 million for credit losses - unfunded commitments. The prior period provision for credit losses includes $1.1 million for credit losses - loans and $5.0 million for credit losses - unfunded commitments. The $9.7 million increase in the provision for credit losses - loans was driven by continued growth within our loan portfolio, as well as forecasted economic deterioration reflected in our allowance for credit loss models. This was partially offset by a $1.9 million decrease in our provision for credit losses - unfunded commitments compared to the same period last year based on the timing of the origination of loans with current off-balance sheet exposure.

Annualized net charge-offs to average loans decreased to 0.09% for the six months ended June 30, 2023 from 0.10% for the six months ended June 30, 2022. Additionally, classified assets declined by $63.3 million, or 22.8%, to $214.1 million, or 1.90% of loans outstanding at June 30, 2023 from $277.4 million, or 2.66% of loans outstanding at June 30, 2022 resulting primarily from upgrades and payoffs within our commercial real estate portfolio.

In determining the amount of the current period provision, we considered current economic conditions, including but not limited to unemployment levels, bankruptcy filings, and changes in real estate values and the impact of these factors on the quality of our loan portfolio and historical loss experience.  We analyze the allowance for credit losses as described in the section entitled "Allowance for Credit Losses."  The provision that is recorded is sufficient, in our judgment, to bring this reserve to a level that reflects the current expected lifetime losses in our loan portfolio relative to loan mix, a reasonable and supportable economic forecast period and historical loss experience at June 30, 2023.

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Noninterest Income

Noninterest income decreased by $2.4 million, or 4.3%, to $53.8 million for the six months ended June 30, 2023 from $56.2 million for the six months ended June 30, 2022. This decrease was primarily due to a decrease in mortgage banking income of $2.1 million, or 57.2%, due to the volatile interest rate environment causing less favorable pricing in the secondary market, as well as a decrease in mortgage volumes primarily due to higher market interest rates. In addition, income from bank-owned life insurance decreased $1.4 million, or 35.5%, to $2.6 million for the six months ended June 30, 2023 from $4.0 million for the six months ended June 30, 2022 due to death benefits received in the prior year. Trust and other financial services income decreased by $1.2 million, or 8.0%, to $13.3 million for the six months ended June 30, 2023 from $14.5 million for the six months ended June 30, 2022 as a result of decreases in our trust advisory services. Partially offsetting these decreases were increases in service charges and fees and the gain on the sale of SBA loans. Service charges and fees increased by $1.3 million, or 4.8%, to $28.0 million for the six months ended June 30, 2023 from $26.7 million for the six months ended June 30, 2022 driven primarily by commercial loan fees and an increase in deposit related fees based on customer activity in the current year. We also recognized a $1.1 million gain on the sale of SBA loans during the six months ended June 30, 2023 due to this newly launched lending vertical. Lastly, as described in our quarterly results above, we recognized an $8.3 million gain on the sale of the servicing rights for a $1.3 billion 1-4 family mortgage portfolio. We tried to maximize our profit in the current interest rate environment as we pivot towards a commercial bank, and it also enabled us to accelerate the cash flow from our investment portfolio by selling approximately $110.0 million of investment securities yielding just 2.0% for an equivalent $8.3 million loss and reinvesting these proceeds into commercial loans yielding over 7.0%.

Noninterest Expense

Noninterest expense increased by $11.5 million, or 7.1%, to $173.3 million for the six months ended June 30, 2023, from $161.8 million for the six months ended June 30, 2022. This increase was due to increases in processing expenses, restructuring expense, professional services, federal deposit insurance premiums, and marketing expenses. Processing expenses increased by $3.5 million, or 13.7%, to $29.0 million for the six months ended June 30, 2023, from $25.5 million for the six months ended June 30, 2022 due to the implementation of third party software programs. Merger, asset disposition and restructuring expense increased $3.0 million, or 219.9%, to $4.4 million for the six months ended June 30, 2023, from $1.4 million for the six months ended June 30, 2022 due to the severance and fixed asset charges related to the branch optimization and personnel reduction previously announced. Additionally, professional service expense increased by $2.7 million, or 45.0%, to $8.6 million for the six months ended June 30, 2023, from $5.9 million for the six months ended June 30, 2022 due to the use of third-party consulting and staffing support. FDIC insurance premiums increased $2.0 million, or 89.8%, to $4.3 million for the six months ended June 30, 2023, from $2.3 million for the six months ended June 30, 2022 due to an increase in the deposit insurance assessment rate beginning in the first quarter of 2023. Lastly, marketing expenses increased by $1.6 million, or 37.7%, to $5.7 million for the six months ended June 30, 2023, from $4.2 million for the six months ended June 30, 2022 due primarily to deposit marketing campaigns.

Income Taxes

The provision for income taxes increased by $3.4 million, or 19.2%, to $20.8 million for the six months ended June 30, 2023 from $17.5 million for the six months ended June 30, 2022. This increase was primarily due to the increase in income before tax of $8.4 million, or 10.6%. We anticipate our effective tax rate to be between 22.5% and 24.5% for the year ending December 31, 2023.

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Average Balance Sheet

(in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.

	Quarter ended June 30,
	2023					2022
	Average<br>balance		Interest	Avg.<br>yield/<br>cost (h)		Average<br>balance		Interest	Avg.<br>yield/<br>cost (h)
Assets
Interest-earning assets:
Residential mortgage loans	$	3,485,517	32,485	3.73	%	$	3,171,469	27,327	3.45	%
Home equity loans	1,273,298		16,898	5.32	%	1,277,440		11,961	3.76	%
Consumer loans	2,143,804		22,662	4.24	%	1,880,769		15,777	3.36	%
Commercial real estate loans	2,836,443		38,426	5.43	%	2,915,750		31,844	4.32	%
Commercial loans	1,326,598		22,872	6.92	%	912,454		9,090	3.94	%
Loans receivable (a) (b) (d) (includes FTE adjustments of $619 and $425, respectively)	11,065,660		133,343	4.83	%	10,157,882		95,999	3.79	%
Mortgage-backed securities (c)	1,859,427		8,326	1.79	%	1,952,375		7,158	1.47	%
Investment securities (c) (d) (includes FTE adjustments of $207 and $192, respectively)	374,560		1,715	1.83	%	376,935		1,590	1.69	%
FHLB stock, at cost	45,505		844	7.44	%	13,428		82	2.44	%
Other interest-earning deposits	38,912		594	6.12	%	846,142		1,684	0.79	%
Total interest-earning assets (includes FTE adjustments of $826 and $617, respectively)	13,384,064		144,822	4.34	%	13,346,762		106,513	3.20	%
Noninterest-earning assets (e)	861,853					909,943
Total assets	$	14,245,917				$	14,256,705
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits (g)	$	2,142,941	1,393	0.26	%	$	2,361,919	589	0.10	%
Interest-bearing demand deposits (g)	2,469,666		1,648	0.27	%	2,857,336		310	0.04	%
Money market deposit accounts (g)	2,221,713		6,113	1.10	%	2,653,467		668	0.10	%
Time deposits (g)	1,765,454		12,663	2.88	%	1,220,815		1,774	0.58	%
Borrowed funds (f)	837,358		10,202	4.89	%	123,749		167	0.54	%
Subordinated debentures	113,958		1,148	4.03	%	119,563		1,203	4.03	%
Junior subordinated debentures	129,401		2,280	6.97	%	129,142		920	2.82	%
Total interest-bearing liabilities	9,680,491		35,447	1.47	%	9,465,991		5,631	0.24	%
Noninterest-bearing demand deposits (g)	2,820,928					3,090,372
Noninterest-bearing liabilities	224,508					193,510
Total liabilities	12,725,927					12,749,873
Shareholders’ equity	1,519,990					1,506,832
Total liabilities and shareholders’ equity	$	14,245,917				$	14,256,705
Net interest income/Interest rate spread			109,375	2.87	%			100,882	2.96	%
Net interest-earning assets/Net interest margin	$	3,703,573		3.28	%	$	3,880,771		3.07	%
Ratio of interest-earning assets to interest- bearing liabilities	1.38X					1.41X

(a)Average gross loans includes loans held as available-for-sale and loans placed on nonaccrual status.

(b)Interest income includes accretion/amortization of deferred loan fees/expenses, which were not material.

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

(d)Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent (“FTE”) 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 collateralized borrowings.

(g)Average cost of deposits were 0.77% and 0.11%, respectively, average cost of interest-bearing deposits were 1.02% and 0.15%, respectively .

(h)Annualized. Shown on a FTE basis. The FTE basis adjusts for the tax benefit of income on certain tax exempt loans and investments using the federal statutory rate applicable to each period presented. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts. GAAP basis yields were: loans — 4.81% and 3.77%, respectively; investment securities — 1.61% and 1.48%, respectively; interest-earning assets — 4.32% and 3.18%, respectively. GAAP basis net interest rate spreads were 2.85% and 2.94%, respectively; and GAAP basis net interest margins were 3.25% and 3.05%, respectively.

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Rate/Volume Analysis

(in thousands)

The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) net change. Changes that cannot be attributed to either rate or volume have been allocated to both rate and volume.

	For the quarter ended June 30, 2023 vs. 2022
	Increase/(decrease) due to			Total <br> increase/(decrease)
	Rate		Volume
Interest-earning assets:
Loans receivable	$	26,406	10,938	37,344
Mortgage-backed securities	1,584		(416)	1,168
Investment securities	136		(11)	125
FHLB stock, at cost	166		596	762
Other interest-earning deposits	11,261		(12,351)	(1,090)
Total interest-earning assets	39,553		(1,244)	38,309
Interest-bearing liabilities:
Savings deposits	946		(142)	804
Interest-bearing demand deposits	1,597		(259)	1,338
Money market deposit accounts	6,634		(1,189)	5,445
Time deposits	6,982		3,907	10,889
Borrowed funds	1,341		8,694	10,035
Subordinated debt	1		(56)	(55)
Junior subordinated debentures	1,356		4	1,360
Total interest-bearing liabilities	18,857		10,959	29,816
Net change in net interest income	$	20,696	(12,203)	8,493

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Average Balance Sheet

(in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.

	Six months ended June 30,
	2023					2022
	Average<br>balance		Interest	Avg.<br>yield/<br>cost (i)		Average<br>balance		Interest	Avg.<br>yield/<br>cost (i)
Assets
Interest-earning assets:
Residential mortgage loans	$	3,489,545	64,494	3.70	%	$	3,077,155	52,868	3.44	%
Home equity loans	1,278,831		33,033	5.21	%	1,285,668		23,433	3.68	%
Consumer loans	2,133,794		43,457	4.11	%	1,840,110		30,684	3.36	%
Commercial real estate loans	2,830,316		75,463	5.38	%	2,957,744		61,601	4.14	%
Commercial loans	1,244,404		41,225	6.68	%	868,854		15,987	3.66	%
Loans receivable (a) (b) (d) (includes FTE adjustments of $1,203 and $825, respectively)	10,976,890		257,672	4.73	%	10,029,531		184,573	3.71	%
Mortgage-backed securities (c)	1,884,412		16,863	1.79	%	1,948,794		13,518	1.39	%
Investment securities (c) (d) (includes FTE adjustments of $425 and $381, respectively)	379,611		3,478	1.83	%	375,323		3,130	1.67	%
FHLB stock, at cost	42,584		1,534	7.26	%	13,648		163	2.41	%
Other interest-earning deposits	34,842		1,017	5.88	%	1,003,627		2,151	0.43	%
Total interest-earning assets (includes FTE adjustments of $1,628 and $1,206, respectively)	13,318,339		280,564	4.25	%	13,370,923		203,535	3.07	%
Noninterest-earning assets (e)	865,711					969,111
Total assets	$	14,184,050				$	14,340,034
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits	$	2,187,355	2,082	0.19	%	$	2,348,282	1,181	0.10	%
Interest-bearing demand deposits	2,540,879		2,599	0.21	%	2,866,333		631	0.04	%
Money market deposit accounts	2,314,631		10,516	0.92	%	2,660,745		1,321	0.10	%
Time deposits	1,514,289		17,858	2.38	%	1,256,513		3,959	0.64	%
Borrowed funds (f)	789,057		18,139	4.64	%	129,487		324	0.50	%
Subordinated debentures (g)	113,914		2,296	4.03	%	121,574		2,454	4.04	%
Junior subordinated debentures	129,368		4,433	6.82	%	129,109		1,571	2.42	%
Total interest-bearing liabilities	9,589,493		57,923	1.22	%	9,512,043		11,441	0.24	%
Noninterest-bearing demand deposits (h)	2,855,260					3,075,617
Noninterest-bearing liabilities	229,831					198,854
Total liabilities	12,674,584					12,786,514
Shareholders’ equity	1,509,466					1,553,520
Total liabilities and shareholders’ equity	$	14,184,050				$	14,340,034
Net interest income/Interest rate spread			222,641	3.03	%			192,094	2.83	%
Net interest-earning assets/Net interest margin	$	3,728,846		3.37	%	$	3,858,880		2.87	%
Ratio of interest-earning assets to interest-bearing liabilities	1.39X					1.41X

(a)Average gross loans includes loans held as available-for-sale and loans placed on nonaccrual status.

(b)Interest income includes accretion/amortization of deferred loan fees/expenses, which were not material.

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

(d)Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent (“FTE”) 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 collateralized borrowings.

(g)On September 9, 2020, the Company issued $125.0 million of 4.00% fixed-to-floating rate subordinated notes with a maturity of September 15, 2030.

(h)Average cost of deposits were 0.58% and 0.12%, respectively and average cost of Interest-bearing deposits were 0.78% and0.16%, respectively.

(i)Annualized. Shown on a FTE basis. The FTE basis adjusts for the tax benefit of income on certain tax exempt loans and investments using the federal statutory rate applicable to each period presented. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts. GAAP basis yields were: loans — 4.71% and 3.69%, respectively; investment securities — 1.61% and 1.46%, respectively; interest-earning assets — 4.22% and 3.05%, respectively. GAAP basis net interest rate spreads were 3.01% and 2.81%, respectively; and GAAP basis net interest margins were 3.35% and 2.86%, respectively.

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Rate/Volume Analysis

(in thousands)

The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) net change. Changes that cannot be attributed to either rate or volume have been allocated to both rate and volume.

	For the six months ended June 30, 2023 vs. 2020
	Increase/(decrease) due to			Total <br>increase/(decrease)
	Rate		Volume
Interest-earning assets:
Loans receivable	$	50,859	22,240	73,099
Mortgage-backed securities	3,921		(576)	3,345
Investment securities	309		39	348
FHLB stock, at cost	320		1,051	1,371
Other interest-earning deposits	27,131		(28,265)	(1,134)
Total interest-earning assets	82,540		(5,511)	77,029
Interest-bearing liabilities:
Savings deposits	1,054		(153)	901
Interest-bearing demand deposits	2,301		(333)	1,968
Money market deposit accounts	10,768		(1,573)	9,195
Time deposits	10,858		3,041	13,899
Borrowed funds	2,653		15,162	17,815
Subordinated debt	(3)		(155)	(158)
Junior subordinated debentures	2,852		10	2,862
Total interest-bearing liabilities	30,483		15,999	46,482
Net change in net interest income	$	52,057	(21,510)	30,547

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Item 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the holding company for a savings bank, one of our primary market risks is interest rate risk. Interest rate risk is the sensitivity of net interest income to variations in interest rates over a specified time period. The sensitivity results from differences in the time periods in which interest rate sensitive assets and liabilities mature or re-price. We attempt to control interest rate risk by matching, within acceptable limits, the re-pricing periods of assets and liabilities. We have attempted to limit our exposure to interest sensitivity by increasing core deposits, enticing customers to extend certificates of deposit maturities, borrowing funds with fixed-rates and longer maturities and by shortening the maturities of our assets by emphasizing the origination of more short-term fixed rate loans and adjustable rate loans. We also have the ability to sell a portion of the long-term, fixed-rate mortgage loans that we originate. In addition, we purchase shorter term or adjustable-rate investment securities and mortgage-backed securities.

We have an Asset/Liability Committee consisting of members of management which meets monthly to review market interest rates, economic conditions, the pricing of interest-earning assets and interest-bearing liabilities and the balance sheet structure. On a quarterly basis, this Committee also reviews the interest rate risk position and cash flow projections.

The Board of Directors has a Risk Management Committee which meets quarterly and reviews interest rate risk and trends, our interest sensitivity position, the liquidity position and the market risk inherent in the investment portfolio.

In an effort to assess interest rate risk and market risk, we utilize a simulation model to determine the effect of immediate incremental increases and decreases in interest rates on net income and the market value of equity. Certain assumptions are made regarding loan prepayments and decay rates of savings and interest-bearing demand accounts. Because it is difficult to accurately project the market reaction of depositors and borrowers, the effect of actual changes in interest rates on these assumptions may differ from simulated results. We have established the following guidelines for assessing interest rate risk:

Net interest income simulation. Given a parallel shift of 100 basis points (“bps”), 200 bps and 300 bps in interest rates, the estimated net income may not decrease by more than 5%, 10% and 15%, respectively, within a one-year period.

Net income simulation. Given a parallel shift of 100 bps, 200 bps and 300 bps in interest rates, the estimated net income may not decrease by more than 10%, 20% and 30%, respectively, within a one-year period.

Market value of equity simulation. The market value of equity is the present value of assets and liabilities. Given a parallel shift of 100 bps, 200 bps and 300 bps in interest rates, the market value of equity may not decrease by more than 15%, 30% and 35%, respectively, from the computed economic value at current interest rate levels.

The following table illustrates the simulated impact of a 100 bps, 200 bps or 300 bps upward or a 100 bps, 200 bps or 300 bps downward movement in interest rates on net income, return on average equity, earnings per share and market value of equity. This analysis was prepared assuming that interest-earning asset and interest-bearing liability levels at June 30, 2023 remain constant. The impact of the rate movements was computed by simulating the effect of an immediate and sustained shift in interest rates over a twelve-month period from June 30, 2023 levels.

	Increase									Decrease
Parallel shift in interest rates over the next 12 months	100 bps			200 bps			300 bps			100 bps			200 bps			300 bps
Projected percentage increase/(decrease) in net interest income	(1.0)		%	(2.1)		%	(3.2)		%	(1.7		%)	(6.8		%)	(12.2		%)
Projected percentage increase/(decrease) in net income	(2.3)		%	(5.0)		%	(7.6)		%	(4.4		%)	(17.4		%)	(31.1		%)
Projected increase/(decrease) in return on average equity	(2.2)		%	(4.8)		%	(7.3)		%	(4.3		%)	(16.8		%)	(30.1		%)
Projected increase/(decrease) in earnings per share	$	(0.03)		$	(0.06)		$	(0.09)		$	(0.05)		$	(0.19)		$	(0.34)
Projected percentage increase/(decrease) in market value of equity	(9.4		%)	(18.8		%)	(30.2		%)	7.4		%	13.5		%	18.0		%

The figures included in the table above represent projections that were computed based upon certain assumptions including prepayment rates and decay rates. These assumptions are inherently uncertain and, as a result, cannot precisely predict the impact of changes in interest rates. Actual results may differ significantly due to timing, magnitude and frequency of interest rate changes and changes in market conditions, and actions that may be taken by management in response to interest rate changes.

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Item 4.        CONTROLS AND PROCEDURES

Under the supervision of and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective.

There were no changes in the internal controls over financial reporting during the period covered by this report or in other factors that have materially affected, or are reasonably likely to materially affect the internal controls over financial reporting.

PART II.    OTHER INFORMATION

Item 1.        LEGAL PROCEEDINGS

We are subject to a number of asserted and unasserted claims encountered in the normal course of business. We believe that any additional liability, other than that which has already been accrued, that may result from such potential litigation will not have a material adverse effect on the financial statements. However, we cannot presently determine whether or not any claims against us will have a material adverse effect on our results of operations in any future reporting period. Refer to Note 11.

Item 1A.    RISK FACTORS

Except as reported in Quarterly Reports on Form 10-Q we have filed during the year ended December 31, 2023, there have been no material updates or additions to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations.

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Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

a)    Not applicable.

b)    Not applicable.

c)    On December 13, 2012, the Board of Directors approved a program that authorizes the repurchase of approximately 5,000,000 shares of common stock. This program does not have an expiration date. During the quarter ended June 30, 2023, there were no shares of common stock repurchased and there are a maximum of 2,261,130 remaining shares that can be purchased under the current repurchase program.

Item 3.        DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4.        MINE SAFETY DISCLOSURES

Not applicable.

Item 5.        OTHER INFORMATION

During the three months ended June 30, 2023, no directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or any “Rule 10b5-1 trading arrangement.”

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Item 6.        EXHIBITS

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		101.INS	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
---	---
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page of this Quarterly Report on Form 10-Q, formatted in inline XBRL.

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Signature

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

NORTHWEST BANCSHARES, INC.
(Registrant)
Date:	August 4, 2023	By:	/s/ Louis J. Torchio
			Louis J. Torchio
			President and Chief Executive Officer
			(Duly Authorized Officer)
Date:	August 4, 2023	By:	/s/ Jeffrey J. Maddigan
			Jeffrey J. Maddigan
			Executive Vice President, Finance, Accounting and Corporate Treasurer
			(Principal Accounting Officer)

61

Document

Exhibit 31.1

Certification

I, Louis J. Torchio, certify that:

1.              I have reviewed this quarterly report on Form 10-Q of Northwest Bancshares, Inc.;

2.              Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)              Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)             Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 4, 2023	/s/ Louis J. Torchio
Date	Louis J. Torchio
	President and Chief Executive Officer

Document

Exhibit 31.2

Certification

I, William W. Harvey, Jr., certify that:

1.              I have reviewed this quarterly report on Form 10-Q of Northwest Bancshares, Inc.;

2.              Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.              The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)              Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.              The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)             Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 4, 2023	/s/ William W. Harvey, Jr.
Date	William W. Harvey, Jr.
	Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer

Document

Exhibit 32.1

Certification by the Chief Executive Officer and Chief Financial Officer

The undersigned officers of Northwest Bancshares, Inc. (the “Company”) hereby certify that, to the best of their knowledge:

1.                                      The Company’s quarterly report on Form 10-Q for the period ended June 30, 2023 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.                                      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 4, 2023	/s/ Louis J. Torchio
Date	Louis J. Torchio
	President and Chief Executive Officer
August 4, 2023	/s/ William W. Harvey, Jr.
Date	William W. Harvey, Jr.
	Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002.

A signed original of this written statement required by Section 906 has been provided to Northwest Bancshares, Inc. and will be retained by Northwest Bancshares, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.