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;



•  the disruption to local, regional, national and global economic activity
caused by infectious disease outbreaks, including the outbreak of coronavirus
(COVID-19) and the significant impact that such outbreak has had and may
continue to have on our growth, operations and earnings;

• 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 insitutions, 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 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;

•  our ability to retain key employees; and

• our compensation expense associated with equity allocated or awards 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.

Recently Issued Accounting Standards

The following accounting standard updates issued by the FASB have not yet been adopted.



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. We
established a cross-functional working group to manage the LIBOR transition. A
transition plan was created to identify and modify the Company's loan and other
financial instrument contracts that are impacted by LIBOR 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. We
have not offered LIBOR for any new contracts since December 31, 2021. We are
continuing to evaluate the amendments on our financial statements, with no
material impacts expected, and execute on our transition plan.

Comparison of Financial Condition

Total assets at March 31, 2023 were $14.194 billion, an increase of $80.5 million, or 0.6%, 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 $42.9 million, or 30.8%, to $96.5 million at March 31, 2023 from $139.4 million at December 31, 2022. This decrease was primarily driven by organic loan growth.

Total marketable securities decreased by $27.8 million, or 1.3%, to $2.072 billion at March 31, 2023 from $2.099 billion at December 31, 2022. Held-to-maturity securities decreased $15.2 million and available-for-sale marketable securities decreased $12.6 million due to the maturity and the monthly cash flows from marketable securities being redeployed into higher interest-earning products.



Gross loans receivable increased by $171.8 million, or 1.6%, to $11.092 billion
at March 31, 2023, from $10.920 billion at December 31, 2022. This increase was
attributable to organic loan growth. Our commercial and industrial (C&I) loan
portfolio increased by $114.1 million, or 10.1%, to $1.246 billion at March 31,
2023, from $1.132 billion at December 31, 2022, and our consumer portfolio,
comprised primarily of indirect automobile loans, increased by $63.5 million, or
2.9%, to $2.232 billion at March 31, 2023 compared to $2.169 billion at
December 31, 2022.

Total deposits increased by $72.6 million, or 0.6%, to $11.537 billion at
March 31, 2023 from $11.465 billion at December 31, 2022. This increase was
primarily driven by a $524.5 million, or 49.8%, 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 demand deposit
accounts of $242.1 million, or 4.3%, as we believe customers used funds during
the period of higher inflationary costs. In addition, savings and money market
deposits decreased by $209.8 million, or 4.4%, due to customers choosing higher
yielding product alternatives.

Total shareholders' equity at March 31, 2023 was $1.513 billion, or $11.91 per
share, an increase of $21.8 million, or 1.5%, from $1.491 billion, or $11.74 per
share, at December 31, 2022. This increase was the result of quarterly earnings
of $33.7 million, as well as a decrease in accumulated other comprehensive loss
of $12.6 million due to a decrease in unrealized losses in the
available-for-sale investment portfolio as a result of the current rate
environment. These increases were partially offset by a $25.4 million payment of
cash dividends.

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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).

                                                                                              At March 31, 2023
                                                     Actual                          Minimum capital requirements (1)                Well capitalized 

requirements


                                          Amount                Ratio                  Amount                 Ratio                  Amount             

Ratio


Total capital (to risk weighted
assets)
Northwest Bancshares, Inc.            $ 1,759,983                 16.399  %       $   1,126,866                 10.500  %       $   1,073,206                 10.000  %
Northwest Bank                          1,468,316                 13.695  %           1,125,772                 10.500  %           1,072,164                 10.000  %

Tier 1 capital (to risk weighted
assets)
Northwest Bancshares, Inc.              1,522,196                 14.184  %             912,225                  8.500  %             858,565                  8.000  %
Northwest Bank                          1,344,457                 12.540  %             911,339                  8.500  %             857,731                  8.000  %

CET1 capital (to risk weighted
assets)
Northwest Bancshares, Inc.              1,396,806                 13.015  %             751,244                  7.000  %             697,584                  6.500  %
Northwest Bank                          1,344,457                 12.540  %             750,515                  7.000  %             696,907                  6.500  %

Tier 1 capital (leverage) (to average
assets)
Northwest Bancshares, Inc.              1,522,196                 10.774  %             565,117                  4.000  %             706,397                  5.000  %
Northwest Bank                          1,344,457                  9.520  %             564,912                  4.000  %             706,140                  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.            $ 1,682,487                 17.056  %       $   1,035,786                 10.500  %       $     986,463                 10.000  %
Northwest Bank                          1,551,084                 15.738  %           1,034,819                 10.500  %             985,542                 10.000  %

Tier I capital (to risk weighted
assets)
Northwest Bancshares, Inc.              1,475,190                 14.954  %             838,494                  8.500  %             789,170                  8.000  %
Northwest Bank                          1,467,362                 14.889  %             837,711                  8.500  %             788,434                  8.000  %

CET1 capital (to risk weighted
assets)
Northwest Bancshares, Inc.              1,350,125                 13.687  %             690,524                  7.000  %             641,201                  6.500  %
Northwest Bank                          1,467,362                 14.889  %             689,879                  7.000  %             640,602                  6.500  %

Tier I capital (leverage) (to average
assets)
Northwest Bancshares, Inc.              1,475,190                 10.349  %             570,160                  4.000  %             712,699                  5.000  %
Northwest Bank                          1,467,362                 10.296  %             570,047                  4.000  %             712,558                  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).


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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 March 31,
2023 was 10.71%. 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 March 31,
2023, Northwest had $3.041 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 $183.7 million at March 31, 2023, as well as $304.6 million
of borrowing capacity available with the Federal Reserve Bank and $105.0 million
with two correspondent banks.

Dividends

We paid $25.4 million and $25.3 million in cash dividends during the quarters
ended March 31, 2023 and 2022, respectively. The common stock dividend payout
ratio (dividends declared per share divided by net income per diluted share) was
76.9% and 90.9% for the quarters ended March 31, 2023 and March 31, 2022,
respectively, on dividends of $0.20 per share. On April 19, 2023, the Board of
Directors declared a cash dividend of $0.20 per share payable on May 15, 2023 to
shareholders of record as of May 4, 2023. This represents the 114th consecutive
quarter we have paid a cash dividend.

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.

                                                                     March 31, 2023         December 31, 2022
                                                                                  (in thousands)
Loans 90 days or more past due:
Residential mortgage loans                                          $       3,300                      5,574
Home equity loans                                                           2,190                      2,257
Vehicle loans                                                               2,622                      2,471
Other consumer loans                                                          657                        608
Commercial real estate loans                                                7,804                      7,589
Commercial real estate - owner occupied                                       206                        278
Commercial loans                                                            1,302                      1,829
Total loans 90 days or more past due                                $      18,081                     20,606
Total real estate owned (REO)                                       $         524                        413
Total loans 90 days or more past due and REO                               18,605                     21,019
Total loans 90 days or more past due to net loans receivable                 0.16  %                    0.19  %
Total loans 90 days or more past due and REO to total assets                 0.13  %                    0.15  %
Nonperforming assets:
Nonaccrual loans - loans 90 days or more past due                   $      17,430                     19,861
Nonaccrual loans - loans less than 90 days past due                        61,179                     61,375
Loans 90 days or more past due still accruing                                 652                        744
Total nonperforming loans                                                  79,261                     81,980
Total nonperforming assets                                          $      79,785                     82,393
Total nonaccrual loans to total loans                                        0.71  %                    0.74  %






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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 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.




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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 March 31, 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 $3.2 million, or 2.7%, to $121.3 million, or
1.09% of total loans at March 31, 2023 from $118.0 million, or 1.08% of total
loans, at December 31, 2022. This increase was the result of continued
deterioration in economic forecasts as well as organic loan growth.

Total classified loans decreased $27.6 million, or 11.7%, to $208.6 million at
March 31, 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 quarter.

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 0.71% of total loans receivable at March 31, 2023,
decreased by $2.6 million, or 3.2%, 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 0.08% for the quarter ended
March 31, 2023 compared to 0.02% for the year ended December 31, 2022 due to
several large recoveries during 2022.

Comparison of Operating Results for the Quarters Ended March 31, 2023 and 2022



Net income for the quarter ended March 31, 2023 was $33.7 million, or $0.26 per
diluted share, an increase of $5.4 million, or 19.1%, from net income of $28.3
million, or $0.22 per diluted share, for the quarter ended March 31, 2022. The
increase in net income resulted primarily from an increase in net interest
income of $21.8 million, or 24.1%, partially offset by increases in noninterest
expense, the provision for credit losses, and the provision for income tax
expense. Noninterest expense increased $7.1 million, or 8.8%, the provision for
credit losses increased $4.9 million, and the provision for income tax expense
increased $2.7 million, or 35.4%. Additionally, noninterest income decreased
$1.8 million, or 6.9%. Net income for the quarter ended March 31, 2023
represents annualized returns on average equity and average assets of 9.11% and
0.97%, respectively, compared to 7.17% and 0.80% for the same quarter last year.
A further discussion of notable changes follows.

Interest Income



Total interest income increased $38.5 million, or 39.9%, to $134.9 million for
the quarter ended March 31, 2023 from $96.4 million for the quarter ended
March 31, 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 4.13% for the quarter ended March 31, 2023 from 2.91% for the
quarter ended March 31, 2022 due to the continued rising interest rate
environment. This was partially offset by a decline in the average balance of
interest-earning assets of $198.6 million, or 1.5%, to $13.252 billion for the
quarter ended March 31, 2023 from $13.450 billion for the quarter ended
March 31, 2022, primarily driven by a decrease in 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 $35.6 million, or 40.3%, to
$123.7 million for the quarter ended March 31, 2023 compared to $88.2 million
for the quarter ended March 31, 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 4.61% for the quarter ended March 31, 2023 from 3.61% for the
quarter ended March 31, 2022, due to the increase in market interest rates.
Additionally, the average balance of loans receivable increased $988.3 million,
or 10.0%, to $10.887 billion for the quarter ended March 31, 2023 from $9.899
billion for the quarter ended March 31, 2022, due to organic loan growth in our
retail portfolio. 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 $2.2 million, or
34.2%, to $8.5 million for the quarter ended March 31, 2023 compared to $6.4
million for the quarter ended March 31, 2022. This increase was driven by an
increase in the average yield on mortgage-backed securities to 1.79% for the
quarter ended March 31, 2023 from 1.31% for the quarter ended March 31, 2022 due
to the purchase of higher yielding mortgage-backed securities in the prior year.
This increase in the average yield was offset slightly by a $35.5 million, or
1.8%, decrease in the average balance of mortgage-backed securities to $1.910
billion for the quarter ended March 31, 2023 from $1.945 billion for the quarter
ended March 31, 2022 due to regular payments and maturities.

Interest income on investment securities increased by $194,000, or 14.4%, to
$1.5 million for the quarter ended March 31, 2023 from $1.4 million for the
quarter ended March 31, 2022. This increase was attributable to increases in
both the average yield and average balance of investment securities. The average
yield on investment securities increased to 1.61% for the quarter ended
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March 31, 2023 from 1.45% for the quarter ended March 31, 2022. In addition, the
average balance increased by $11.0 million, or 2.9%, to $384.7 million for the
quarter ended March 31, 2023 from $373.7 million for the quarter ended March 31,
2022.

Dividends on FHLB stock increased by $609,000, or 751.9%, to $690,000 for the
quarter ended March 31, 2023 from $81,000 for the quarter ended March 31, 2022.
This increase was due to the increase in the average balance of FHLB stock of
$25.8 million, or 185.7%, to $39.6 million for the quarter ended March 31, 2023
from $13.9 million for the quarter ended March 31, 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 7.06% for the quarter ended March 31, 2023 from
2.38% for the quarter ended March 31, 2022 due to increases in market interest
rates.

Interest income on interest-earning deposits decreased by $44,000, or 9.4%, to
$423,000 for the quarter ended March 31, 2023 from $467,000 for the quarter
ended March 31, 2022. The average balance of interest-earning deposits decreased
by $1.188 billion, or 97.5%, to $30.8 million for the quarter ended March 31,
2023 from $1.219 billion for the quarter ended March 31, 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 5.50% for the quarter ended March 31, 2023 from
0.15% for the quarter ended March 31, 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 $16.7 million, or 286.9%, to $22.5 million for the
quarter ended March 31, 2023 from $5.8 million for the quarter ended March 31,
2022 due to the increase in the average cost of interest-bearing liabilities to
0.96% for the quarter ended March 31, 2023 from 0.25% for the quarter ended
March 31, 2022. This increase in cost of funds was primarily attributable to
increases in the interest rates paid on borrowed funds and deposit accounts in
response to increases in market interest rates as well as a change in mix to
higher funding cost products. Partially offsetting this increase was a decrease
in the average balance of interest-bearing liabilities of $61.1 million, or
0.64%, to $9.497 billion for the quarter ended March 31, 2023 from
$9.559 billion for the quarter ended March 31, 2022. This decrease in average
balance was driven by a decrease in average deposits by $656.6 million, or 7.2%,
as we believe customers used funds during a period of higher inflationary costs
and searched for higher alternative yields. The decrease in the average deposit
balance was funded by an increase in average borrowed funds by $604.9 million.

Net Interest Income



Net interest income increased by $21.8 million, or 24.1%, to $112.5 million for
the quarter ended March 31, 2023 from $90.6 million for the quarter ended
March 31, 2022. This increase is attributable to the factors discussed above.
Our interest rate spread increased to 3.17% for the quarter ended March 31, 2023
from 2.66% for the quarter ended March 31, 2022 and our net interest margin
increased to 3.44% for the quarter ended March 31, 2023 from 2.73% for the
quarter ended March 31, 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 $4.9 million to $5.0 million for
the quarter ended March 31, 2023 compared to $115,000 for the quarter ended
March 31, 2022. The current period provision for credit losses includes
$4.9 million for credit losses - loans and $126,000 for credit losses - unfunded
commitments. The prior period provision for credit losses included a credit of
$1.5 million for credit losses - loans and $1.6 million for credit losses -
unfunded commitments. The $6.4 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 $1.5 million 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. As noted above, the Company continued to experience improvement in
asset quality as total classified loans decreased by $111.3 million, or 34.8%,
to $208.6 million at March 31, 2023 from $319.9 million at March 31, 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
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 March 31, 2023.


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Noninterest Income

Noninterest income decreased by $1.8 million, or 6.9%, to $24.0 million for the
quarter ended March 31, 2023 from $25.7 million for the quarter ended March 31,
2022. This decrease was primarily due to a decrease in mortgage banking income
of $941,000, or 64.2%, to $524,000 for the quarter ended March 31, 2023 from
$1.5 million for the quarter ended March 31, 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 $714,000, or 36.0%,
to $1.3 million for the quarter ended March 31, 2023 from $2.0 million for the
quarter ended March 31, 2022 due to death benefits received in the prior year.

Noninterest Expense



Noninterest expense increased by $7.1 million, or 8.8%, to $87.5 million for the
quarter ended March 31, 2023 from $80.3 million for the quarter ended March 31,
2022. This increase was attributable to increases in professional services,
processing expenses, acquisition expense, and federal deposit insurance
premiums. Professional services increased $2.2 million, or 84.9%, to $4.8
million for the quarter ended March 31, 2023 from $2.6 million for the quarter
ended March 31, 2022 due to the use of third-party consulting and staffing
support. Processing expenses increased $1.8 million, or 14.4%, to $14.4 million
for the quarter ended March 31, 2023 from $12.5 million for the quarter ended
March 31, 2022 due to the implementation of additional third party software
programs. Merger, asset disposition, and restructuring expense increased
$1.4 million, or 103.9%, to $2.8 million for the quarter ended March 31, 2023
from $1.4 million for the quarter ended March 31, 2022 due to the severance and
fixed asset charges related to the branch optimization and personnel reduction
announced during the fourth quarter of 2022. Lastly, FDIC insurance premiums
increased $1.1 million, or 96.9%, to $2.2 million for the quarter ended
March 31, 2023 from $1.1 million for the quarter ended March 31, 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 $2.7 million, or 35.4%, to $10.3
million for the quarter ended March 31, 2023 from $7.6 million for the quarter
ended March 31, 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.

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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 March 31,
                                                                        2023                                                                2022
                                                                                               Avg.                                                               Avg.
                                                Average                                       yield/                Average                                      yield/
                                                balance               Interest               cost (h)               balance              Interest               cost (h)

Assets


Interest-earning assets:
Residential mortgage loans                  $  3,493,617               32,009                     3.66  %       $  2,980,788              25,542                     3.43  %
Home equity loans                              1,284,425               16,134                     5.09  %          1,293,986              11,472                     3.60  %
Consumer loans                                 2,123,672               20,794                     3.97  %          1,799,037              14,907                     3.36  %

Commercial real estate loans                   2,824,120               37,031                     5.24  %          3,000,204              29,757                     3.97  %
Commercial loans                               1,161,298               18,353                     6.32  %            824,770               6,897                     3.34  %
Loans receivable (a) (b) (d) (includes FTE    10,887,132              124,321                     4.63  %          9,898,785              88,575                     3.63  %
adjustments of $576 and $401, respectively)
Mortgage-backed securities (c)                 1,909,676                8,537                     1.79  %          1,945,173               6,360                     1.31  %
Investment securities (c) (d) (includes FTE      384,717                1,761                     1.83  %            373,694               1,540                     1.65  %
adjustments of $216 and $189, respectively)
FHLB stock, at cost                               39,631                  690                     7.06  %             13,870                  81                     2.38  %
Other interest-earning deposits                   30,774                  423                     5.50  %          1,218,960                 467                     0.15  %
Total interest-earning assets (includes FTE   13,251,930              135,732                     4.15  %         13,450,482              97,023                     2.93  %
adjustments of $792 and $590, respectively)
Noninterest-earning assets (e)                   869,566                                                             973,092

Total assets                                $ 14,121,496                                                        $ 14,423,574

Liabilities and shareholders' equity
Interest-bearing liabilities:
Savings deposits (g)                        $  2,198,988                  690                     0.13  %       $  2,334,494                 592                     0.10  %
Interest-bearing demand deposits (g)           2,612,883                  951                     0.15  %          2,875,430                 321                     0.05  %
Money market deposit accounts (g)              2,408,582                4,403                     0.74  %          2,668,105                 653                     0.10  %
Time deposits (g)                              1,293,609                5,194                     1.63  %          1,292,608               2,185                     0.69  %
Borrowed funds (f)                               740,218                7,938                     4.35  %            135,289                 158                     0.47  %
Subordinated debentures                          113,870                1,148                     4.03  %            123,608               1,250                     4.05  %
Junior subordinated debentures                   129,335                2,152                     6.66  %            129,077                 651                     2.02  %
Total interest-bearing liabilities             9,497,485               22,476                     0.96  %          9,558,611               5,810                     0.25  %
Noninterest-bearing demand deposits (g)        2,889,973                                                           3,060,698
Noninterest-bearing liabilities                  235,213                                                             203,537

Total liabilities                             12,622,671                                                          12,822,846
Shareholders' equity                           1,498,825                                                           1,600,728
Total liabilities and shareholders' equity  $ 14,121,496                                                        $ 14,423,574
Net interest income/Interest rate spread                              113,256                     3.19  %                                 91,213                     2.68  %
Net interest-earning assets/Net interest    $  3,754,445                                          3.47  %       $  3,891,871                                         2.75  %

margin


Ratio of interest-earning assets to                   1.40X                                                               1.41X

interest- bearing liabilities




(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 0.40% and 0.12%, respectively, average cost of
interest-bearing deposits were 0.54% and 0.17%, 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 - 4.61% and 3.61%, respectively; investment securities - 1.61% and
1.45%, respectively; interest-earning assets - 4.13% and 2.91%, respectively.
GAAP basis net interest rate spreads were 3.17% and 2.66%, respectively; and
GAAP basis net interest margins were 3.44% and 2.73%, 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 March 31, 2023 vs. 2022


                                                                         Increase/(decrease) due to                            Total
                                                                         Rate                       Volume               increase/(decrease)
Interest-earning assets:
Loans receivable                                              $                24,460                11,286                    35,746
Mortgage-backed securities                                                      2,336                  (159)                    2,177
Investment securities                                                             171                    50                       221
FHLB stock, at cost                                                               162                   447                       609
Other interest-earning deposits                                                16,286               (16,330)                      (44)
Total interest-earning assets                                                  43,415                (4,706)                   38,709

Interest-bearing liabilities:
Savings deposits                                                                  140                   (42)                       98
Interest-bearing demand deposits                                                  726                   (96)                      630
Money market deposit accounts                                                   4,224                  (474)                    3,750
Time deposits                                                                   3,005                     4                     3,009
Borrowed funds                                                                  1,294                 6,486                     7,780
Subordinated debt                                                                  (5)                  (97)                     (102)
Junior subordinated debentures                                                  1,497                     4                     1,501
Total interest-bearing liabilities                                             10,881                 5,785                    16,666

Net change in net interest income                             $                32,534               (10,491)                   22,043


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