11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

oTRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                            

Commission File Number 001-34582

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

Northwest Bank 401(k) Plan

100 Liberty Street

Warren, Pennsylvania  16365

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Northwest Bancshares, Inc.

100 Liberty Street

Warren, Pennsylvania 16365

FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of this annual report:

Exhibit 23Consent of Independent Registered Public Accounting Firm.

Exhibit 99 Financial Statements as of and for the years ended December 31, 2018 and 2017 and Supplemental Schedule as of December 31, 2018 for the Northwest Bank 401(k) Plan.

SIGNATURES

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

			NORTHWEST BANK 401(k) PLAN
Date:	June 25, 2019	By:	/s/ Julia W. McTavish
			Julia W. McTavish
			Executive Vice President, Plan Administrator

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (No. 333-170624) on Form S-8 of our report dated June 25, 2019, which appears in this annual report on Form 11-K of the Northwest Bank 401(k) Plan for the year ended December 31, 2018.

/s/ Baker Tilly Virchow Krause, LLP

Pittsburgh, Pennsylvania

June 25, 2019

EX-99

Exhibit 99

NORTHWEST BANK 401(k) PLAN

Financial Statements and Supplemental Schedule

December 31, 2018 and 2017

(With Report of Independent Registered Public Accounting Firm Thereon)

NORTHWEST BANK 401(k) PLAN

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	1
Statements of Net Assets Available for Benefits as of December 31, 2018 and 2017	2
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2018 and 2017	3
Notes to Financial Statements	4
Supplemental Schedule:
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)	10

Report of Independent Registered Public Accounting Firm

Plan Administrator and Participants

Northwest Bank 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Northwest Bank 401(k) Plan (the Plan) as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Baker Tilly Virchow Krause, LLP

We have served as the Plan’s auditor since 2007.

Pittsburgh, Pennsylvania

June 25, 2019

NORTHWEST BANK 401(k) PLAN

Statements of Net Assets Available for Benefits

	December 31,
	2018		2017
Assets:
Non-interest bearing cash	$	137	411,765
Investments at fair value	225,761,668		231,224,346
Dividends receivable	75,414		39,036
Notes receivable from participants	3,276,749		3,034,012
Total assets	229,113,968		234,709,159
Liabilities:
Due to brokers	80		389,833
Net assets available for benefits	$	229,113,888	234,319,326

See accompanying notes to financial statements.

2

NORTHWEST BANK 401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

	Years ended December 31,
	2018			2017
Additions/(deductions) to net assets attributed to:
Net appreciation/(depreciation) in fair value of investments	$	(6,954,012	)	8,899,112
Dividends and interest	6,238,183			5,901,205
Total investment income/(loss)	(715,829		)	14,800,317
Interest income on notes receivable from participants	156,379			127,116
Contributions:
Employer (net of forfeitures)	3,067,603			2,866,619
Participants	7,082,007			6,889,201
Rollovers	1,490,117			883,125
Total contributions	11,639,727			10,638,945
Total additions	11,080,277			25,566,378
Deductions from net assets attributed to:
Benefit payments to participants	16,285,715			23,017,503
Net increase/(decrease)	(5,205,438		)	2,548,875
Net assets available for benefits:
Beginning of year	234,319,326			231,770,451
End of year	$	229,113,888		234,319,326

See accompanying notes to financial statements.

3

NORTHWEST BANK 401(k) PLAN

Notes to Financial Statements 

Years Ended December 31, 2018 and 2017

(1)Description of the Plan

The following description of the Northwest Bank 401(k) Plan (the “Plan”) provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

(a)General

The Plan is a defined contribution plan of Northwest Bank (the “Bank”) a subsidiary of Northwest Bancshares, Inc. (the "Company"), a Maryland corporation. The Company is a savings and loan holding company headquartered in Warren, Pennsylvania. The Northwest Bank Trust Department is the named trustee of the Plan (the “Trustee”) and is responsible for oversight of the Plan. The Investment Committee determines the appropriateness of the Plan’s investment offerings and monitors investment performance and reports to the Trustee of the Plan. Full-time and part-time employees who are 21 or older are eligible to contribute to the Plan on the first day of employment.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All Northwest Bancshares, Inc. shares held within this plan are allocated shares.  Participants are eligible to receive employer matching contributions once they have completed 1,000 hours and one year of service.  A year of service is defined as 12 consecutive months with at least 1,000 hours of service. 

(b)Contributions

Each year, participants may voluntarily contribute up to the maximum percentage of compensation and dollar amount limits as allowed under Internal Revenue Code (“IRC”) Section 402(g), not to exceed certain annual limitations established by the Internal Revenue Service (“IRS”) ($18,500 for 2018, and $18,000 for 2017).  Participants of the Plan who are or will be 50 years old by the Plan year-end may elect to defer a catch-up contribution in excess of this limit. The maximum catch-up contribution allowable by the IRS was $6,000 for both 2018 and 2017.  Effective April 1, 2015, the Plan was amended to allow participants to designate all or a portion of their deferral contributions as after-tax contributions into a Roth account. Participants may also contribute amounts representing distributions from other qualified retirement plans (rollovers). Participant contributions to the Plan are recorded in the period that payroll deductions are made from the participants. Participants direct the investment of all contributions into various investment options offered by the Plan. Effective January 1, 2008, all Bank contributions are made in cash for the immediate purchase of the Company's common stock.  Each participant has the ability to diversify this contribution portion of their account invested in shares of the Company's common stock into other investment options available within the Plan. Participants can also elect to have any Company common stock dividends paid out to them in cash or have them automatically reinvested in the Company's common stock. For the years ended December 31, 2018 and 2017, $683,407 and $662,154 in dividends from Company common stock were paid to participants in cash.

As of January 1, 2017, the Bank contributes 100% of the first 4% of the eligible bi-weekly compensation that a participant contributes to the Plan. Prior to 2017, the Bank contributed 50% of the first 6% of the eligible bi-weekly compensation that a participant contributed to the Plan. Additional amounts may be contributed at the option of the Plan’s Administrative Committee. To be eligible for the discretionary contribution, participants must complete 1,000 hours of service during the Plan year. No discretionary contributions were made for 2018 or 2017.  Contributions are subject to certain limitations.

(c)Participant Accounts

Each participant’s account is credited with the participant’s contribution, allocations of the Bank's matching and discretionary contributions and Plan earnings.  Allocations are based on participant earnings, account balances or specific participant transactions, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

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NORTHWEST BANK 401(k) PLAN

Notes to Financial Statements 

Years Ended December 31, 2018 and 2017

(d)Vesting

Participants are immediately vested in their contributions plus actual earnings thereon.  As of January 1, 2017, vesting in the Bank's matching and discretionary contributions plus earnings thereon is 100%. Vesting of Bank contributions made prior to 2017 is based on years of continuous service as outlined below.

	Percentage of
Vesting years	interest vested
Fewer than 2	—%
2	20%
3	40%
4	60%
5	80%
6	100%

(e)Benefit Payments

Upon termination of service, permanent disability, retirement, or death, a participant may receive a lump sum amount equal to the value of the participant’s vested interest in their account.

Active participants may apply for a hardship withdrawal for the purchase of the participant’s principal residence, to pay tuition or related post-secondary educational expenses, to pay certain medical or funeral expenses, or to prevent eviction from or foreclosure on the participant’s principal residence.  At any time, active participants may elect to withdraw all or a portion of their rollover contributions or contributions transferred from a separate qualified plan.

(f)Notes Receivable from Participants

Participants are permitted to borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of 50% of their vested balance or $50,000. The loans are secured by the balances in the participant’s account and bear interest at a fixed rate of the Bank's published prime rate plus 1% at the time the loan was originated (4.25% to 6.50% at December 31, 2018).  All loans are subject to specified repayment terms and must be repaid within a five-year period.  Each participant is granted up to two loans at a time.  At December 31, 2018 and 2017, notes receivable from participants totaled $3,276,749 and $3,034,012, respectively.

(g)Forfeitures

Forfeited non-vested account balances are used to reduce Bank contributions or pay Plan expenses.  As of December 31, 2018 and 2017, the forfeited balances available were not significant.  Forfeitures used to offset Bank contributions were $115,282 and $265,807 for the years ended December 31, 2018 and 2017, respectively.  Forfeitures used to offset Plan expenses were $0 for the years ended December 31, 2018 and 2017.

(h)Employer Stock Account

Participants are entitled to invest a portion or all their account in Company stock. The provisions of the Plan contain a put option, which is a right for any participant who is otherwise entitled to a distribution from the Plan to require the Company to repurchase the Company stock in their account if it is not readily tradable on an established market.

Participants are entitled to exercise voting rights attributable to the shares allocated to their account and are notified by the Trustee prior to the time that such rights are to be exercised. The Trustee is not permitted to vote any allocated share for which instructions have not been given.

5

NORTHWEST BANK 401(k) PLAN

Notes to Financial Statements 

Years Ended December 31, 2018 and 2017

(2)Summary of Significant Accounting Policies

(a)General

The accompanying financial statements are prepared on the accrual basis of accounting.

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU No. 2018-13 modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement. The amendments are based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting-Chapter 8: Notes to Financial Statements, which the FASB finalized on August 28, 2018. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. Management is currently assessing the impact that ASU No. 2018-13 will have on the Plan’s financial statements.

(b)Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

(c)Investment Valuation and Income Recognition

The Plan’s investments are reported at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s Investment Committee determines the Plan’s valuation policies utilizing information provided by the Plan’s investment advisors.See note 4 for a discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  The Plan presents, in the statements of changes in net assets available for benefits, the net appreciation/(depreciation) in fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation/(depreciation) on investments bought and sold as well as held during the year.

(d)Distributions to Participants

Distributions to participants are recorded when paid by the Trustee.

(e)Plan Termination

Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their accounts.

(f)Notes Receivable

Notes receivable are measured at their unpaid principal balance plus accrued unpaid interest. Principal and interest is paid ratably through bi-weekly payroll deductions. Interest income is recorded on an accrual basis. Delinquent notes receivable are recorded as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2018 and 2017.

(g)Administrative Expenses

Quarterly administrative fees, loan processing fees and distribution fees are paid by participants of the Plan.  These fees are not significant and are classified within benefit payments to participants in the accompanying statements of changes in net assets available for benefits. The asset management fees are paid by the Bank on a monthly basis and, as such, are not reflected as expenses of the Plan.

6

NORTHWEST BANK 401(k) PLAN

Notes to Financial Statements 

Years Ended December 31, 2018 and 2017

(3)Risks and Uncertainties

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

(4)Fair Value Measurements

Financial assets and liabilities recognized or disclosed at fair value on a recurring basis and certain financial assets and liabilities recognized or disclosed at fair value on a non-recurring basis are accounted for using a three-level hierarchy of valuation technique 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;

• 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;

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

     The Plan is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value.  The Plan performs due diligence to understand the inputs used or how the data was calculated or derived.  The Plan corroborates the reasonableness of external inputs in the valuation process.

The following table represents the Plan’s investments measured at fair value on a recurring basis as of December 31, 2018:

	Level 1		Level 2	Level 3	Total
Mutual funds	$	109,933,783	—	—	109,933,783
Northwest Bancshares, Inc. common stock	95,564,486		—	—	95,564,486
Total assets in the fair value hierarchy	205,498,269		—	—	205,498,269
Investments measured at net asset value (a)	—		—	—	20,263,399
Total investments at fair value	$	205,498,269	—	—	225,761,668

7

NORTHWEST BANK 401(k) PLAN

Notes to Financial Statements 

Years Ended December 31, 2018 and 2017

The following table represents the Plan’s investments measured at fair value on a recurring basis as of December 31, 2017:

	Level 1		Level 2	Level 3	Total
Mutual funds	$	113,075,588	—	—	113,075,588
Northwest Bancshares, Inc. common stock	103,779,804		—	—	103,779,804
Total assets in the fair value hierarchy	216,855,392		—	—	216,855,392
Investments measured at net asset value (a)	—		—	—	14,368,954
Total investments at fair value	$	216,855,392	—	—	231,224,346

 (a) Certain investments that were measured at net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in methodologies used at December 31, 2018 and 2017. There were no transfers of investments between Level 1 and Level 2 during the years ended December 31, 2018 and 2017. The Plan held no Level 3 investments during the years ended December 31, 2018 and 2017.

Mutual funds: Shares of mutual funds are valued at the quoted NAV of shares held by the Plan at year end. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily NAV and transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Common stock: Investments in common stock held are valued at the quoted market price on the last business day of the year.

Investments measured at NAV: Collective trust funds are valued based upon the units of the collective trust funds held by the Plan at year end times the respective unit value. The collective trust funds are valued at the NAV of units of a bank collective trust. The NAV, as provided by the fund manager, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the funds, less liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of a collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business fashion. The Plan’s investment in the funds is not subject to any withdrawal restrictions and distributions may be taken at any time. The Plan has no unfunded commitments relating to the funds at December 31, 2018 or 2017.

(5) Investment Concentrations

At December 31, 2018 and 2017, the following investment, which represents ten percent or more of net assets available for benefits, was held by the Plan:

	2018			2017
	Shares	Fair value		Shares	Fair value
Northwest Bancshares, Inc. common stock	5,641,351	$	95,564,486	6,203,216	$	103,779,804

8

NORTHWEST BANK 401(k) PLAN

Notes to Financial Statements 

Years Ended December 31, 2018 and 2017

(6)Tax Status

A favorable determination letter was received from the IRS on July 13, 2016 stating that the Plan is designed in accordance with Section 401(a) of the Internal Revenue Code (“IRC”) and the related trust is exempt from tax under Section 501(a) of the IRC.  Although the Plan has been amended since receiving the determination letter, the plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore, believes that the Plan is qualified, and the related trust is tax exempt. Accordingly, the accompanying financial statements do not include a provision for federal income taxes.

U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The plan administrator believes it is no longer subject to income tax examinations for years prior to 2015.

(7)Related Party and Party-In-Interest Transactions

Certain plan investments consist of shares of Company common stock and loans to participants which are secured by the balances in the participant accounts. The Bank is the Plan Sponsor and the Company is the Parent Company of the Plan Sponsor. Therefore, these transactions qualify as party-in-interest transactions that are exempt under ERISA. Certain administrative functions of the Plan are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan.

During 2018, the plan purchased 489,188 shares of Company common stock at an aggregate cost of $8,441,438 andsold 1,025,240 shares of the Company common stock for total proceeds of $17,824,365. During 2018, 25,813 shares were transferred out of the Plan to participants’ individual brokerage accounts. During 2017, the plan purchased 626,837 shares of Company common stock at an aggregate cost of $10,275,175 and sold 991,647 shares of the Company common stock for total proceeds of $16,533,734. During 2017, 215,741 shares were transferred out of the Plan to participants’ individual brokerage accounts.  Plan participants received $4,012,930 and $4,144,107 in dividends on the Company's common stock during 2018 and 2017, respectively.

9

NORTHWEST BANK 401(k) PLAN

EIN: 23-2790930

Plan Number: 002

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)

December 31, 2018

Identity of issue, borrower, lessor, or	Description of investments including maturity date,			Current
similar party	rate of interest, collateral, par or maturity value	Cost		value
	Mutual funds:
Cohen Steers	Cohen Steers Realty Shares Income Fund	N/R		$	830,838
Credit Suisse Group	Credit Suisse Commodity Return Strategy Fund	N/R		333,263
Dimensional Fund Advisors	DFA Emerging Markets Core Equity Portfolio	N/R		697,410
Dimensional Fund Advisors	DFA International Core Equity Fund	N/R		1,036,234
Dreyfus Corporation	Dreyfus Midcap Index Fund	N/R		827,288
Federated Investors, Inc.	Federated Clover Small Value Fund	N/R		341,364
Franklin Templeton	Franklin Small Cap Growth II Fund	N/R		3,691,693
Glenmede Investment Management	Glenmede Small Cap Blend Fund	N/R		971,795
Harding International	Harding Loevner International Eq Ins	N/R		4,224,802
MFS Investment Management	MFS Emerging Markets Debt Fund	N/R		183,866
PIMCO Advisors	PIMCO Foreign Bond Fund	N/R		324,729
PIMCO Advisors	PIMCO High Yield Bond Fund	N/R		903,937
T. Rowe Price	T. Rowe Price Blue Chip Growth Fund	N/R		17,101,754
T. Rowe Price	T. Rowe Price Mid-Cap Growth Fund	N/R		8,863,183
The Vanguard Group	Vanguard 500 Index Fund	N/R		8,415,198
The Vanguard Group	Vanguard Balanced Index Fund	N/R		6,314,402
The Vanguard Group	Vanguard Inflation Protected Fund	N/R		1,286,009
The Vanguard Group	Vanguard Selected Value Fund	N/R		7,742,367
The Vanguard Group	Vanguard Target Retirement 2015 Fund	N/R		4,020,962
The Vanguard Group	Vanguard Target Retirement 2025 Fund	N/R		9,436,458
The Vanguard Group	Vanguard Target Retirement 2035 Fund	N/R		7,187,006
The Vanguard Group	Vanguard Target Retirement 2045 Fund	N/R		6,695,425
The Vanguard Group	Vanguard Target Retirement 2055 Fund	N/R		1,963,981
The Vanguard Group	Vanguard Target Retirement 2065 Fund	N/R		7,109
The Vanguard Group	Vanguard Target Retirement Income Fund	N/R		770,875
The Vanguard Group	Vanguard Total Bond Market Index Fund	N/R		5,767,698
The Vanguard Group	Vanguard Windsor II Fund	N/R		9,994,137
	Total mutual funds			109,933,783
	Collective trust funds:
The Vanguard Group	Vanguard Retirement Savings Trust Fund	N/R		20,263,399
	Employer securities:
* Northwest Bancshares, Inc.	Northwest Bancshares, Inc. common stock	N/R		95,564,486
* Plan participants	Loans to participants (526 loans outstanding at 4.25% - 6.50% with maturity dates through 2023)	$	—	3,276,749
				$	229,038,417

N/R	— Participant directed investment, cost not required to be reported
*	— Parties in interest, as defined by ERISA

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